Regulatory Story
Go to market news section View chart   Print
RNS
General Industries PLC  -  AQSG   

Proposed Acquisition, Rule 9 waiver and Prospectus

Released 07:00 21-Jul-2015

RNS Number : 5745T
General Industries PLC
20 July 2015
 

For Immediate Release

20 July 2015

 

General Industries plc

("General Industries" or "the Company")

Proposed Acquisition

Approval of a Waiver of obligation under Rule 9 of the City Code on Takeovers and Mergers

Notice of General Meeting

Publishing and Posting of Prospectus

 

General Industries, an investment company formed to identify and complete an acquisition of a company or business in the services sector, is pleased to announce that it has entered into a conditional agreement to acquire the entire issued share capital of Altair Consultancy and Advisory Services Limited ("Altair") (the "Acquisition") for which, subject to Shareholders' approval and Re-admission, it is prepared to pay £6,572,000.

 

The Acquisition, which is in line with the Company's strategy, if completed, will constitute a Reverse Takeover under the Listing Rules because of the size of Altair in relation to that of the Company and the fact that it will give rise to a fundamental change to the business, board composition and voting control of the Company resulting in the Company becoming an operating company. Accordingly, the Company has today published a prospectus (the "Document" or the "Prospectus") in relation to the Acquisition and reapplication for listing of its Enlarged Share Capital to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market.

 

As indicated in the Original Prospectus, the Company is seeking Shareholders' approval for the Reverse Takeover despite this not being a specific requirement of the Listing Rules. Shareholder approval is also required under the Takeover Code to approve the Code Waiver. Following the implementation of the Proposals, certain Shareholders of the Enlarged Group who are deemed to be acting in concert, the Concert Party, will in aggregate hold 23,594,973 Ordinary Shares representing 74.90 per cent. of the Enlarged Share Capital and assuming full exercise of the Unapproved Options (which can be exercised immediately following Admission) and the Rollover Options (which can be exercised in tranches as from 1 April 2016) by the Concert Party, its interest in the Diluted Enlarged Share Capital would be 76.71 per cent. The Concert Party comprises the Altair Directors, being Fiona Underwood, Steven Douglas, Christopher Wood, Susan Kane, Jeff Zitron and Derek Joseph as well as Richard Wollenberg and his Connected Persons acting in concert with him, being Christie Wollenberg, Stephanie Wollenberg, Rosanna Wollenberg, Lynda Wollenberg and The Cardiff Property Plc, the company controlled by the Wollenberg family.

 

Without the waiver of the obligation under Rule 9 of the City Code, issue of the Consideration Shares and/or exercise of the Unapproved Options and the Rollover Options granted to members of the Concert Party would require the members of the Concert Party to make a general offer for the entire issued and to be issued share capital of the Company not already held by them. The Panel has agreed with the Company to grant such a waiver, subject to the passing at the General Meeting by Independent Shareholders (being Shareholders other than the members of the Concert Party) of the Whitewash Resolution, to be taken on poll. 

 

Accordingly, a General Meeting of the Company, to be held on 19 August 2015 at Tempus Wharf, 29a Bermondsey, Wall West, London SE16 4SA, is being convened at which resolutions will be proposed, inter alia, to approve the Acquisition, the issue and allotment of the Consideration Shares, issue of the Unapproved Options and the Rollover Options and the Code Waiver.  The Resolutions are set out in full in the notice of General Meeting summarised below in Appendix 3. 

 

The Prospectus has been approved by the UK Listing Authority and is available for inspection at the Financial Conduct Authority's National Storage Mechanism which can be accessed from www.morningstar.co.uk/uk/NSM  The Prospectus is also available on the Company's website www.general-industries.co.uk and hard copies are available free of charge from 56 Station Road, Egham, Surrey, TW20 9LF.

 

Should the Proposal be approved at the Company's General Meeting and the Acquisition completed, it is expected that the existing listing on the standard listing segment of the Official List and trading in the Existing Ordinary Shares on the London Stock Exchange's Main Market, will be cancelled at 7.30 a.m. on 20 August 2015 and the Re-Admission is expected to become effective and dealings in the Ordinary Shares to commence on the London Stock Exchange at 8.00 a.m. on 20 August 2015.

 

Further details of the Acquisition, information on Altair as required under LR5.6.15G, as well as the Notice of General Meeting to approve the Waiver are contained in the Appendices to this announcement. Capitalised terms in this announcement are as defined in the Prospectus unless the context otherwise requires.

 

List of Appendices:

1.   Further details of the Acquisition and the Code Waiver.

2.   Information on Altair as required under Listing Rule 5.6.15.

3.   Notice of General Meeting.

4.   Important Information.

5.   Forward-looking Statements.

6.   Expected Timetable, Statistics and Dealing Codes.

 

For further information please contact:     

 

Richard Wollenberg, Chairman, General Industries plc                                    01784 437 444

 

Roland Cornish, Beaumont Cornish Limited, Financial Advisor                         020 7628 3396

 

 

 

Appendix 1

 

Further details of the Acquisition and the Code Waiver

 

Background

The Company was admitted to the standard listing segment of the Official List with trading becoming effective on the Main Market with effect from 28 August 2014, having raised approximately £950,000 to pursue its strategy. This strategy involved the investigation of a number of opportunities to acquire a business which requires further funding for expansion in conjunction with a public quotation for its shares on terms which should prove beneficial to existing Shareholders, management, employees and shareholders of the business being acquired. The Directors also stated that they would consider a series of acquisitions within a specific business sector where businesses of the same nature would benefit from a group structure and that they intended to investigate potential targets in the services sector.

 

The Company has now identified the Acquisition for which it is prepared to pay £6,527,000 to be satisfied by the issue of the 21,200,000 Consideration Shares, which when issued will represent approximately 67.30 per cent. of the Enlarged Share Capital. The Directors believe that the Acquisition is within the Company's strategy and is in a sector in which further acquisitions may be considered.

 

Reasons for the Acquisition and the Enlarged Group's Strategy

The Existing Directors believe there is a strong and growing market for the provision of high quality specialist consultancy services to local authorities, housing associations, charities, property companies, regulators and government departments operating in the provision of affordable housing, market rent and home ownership initiatives. The continuing shortage of affordable housing in the United Kingdom, increasing population and demographic issues drive and will continue to drive demand for more complex solutions for projects and investments within that sector and these initiatives will require carefully prepared management models and support from professional advisers.

 

Currently, the consultancy market is fragmented between the major audit firms working on large scale contracts and a number of smaller privately owned specialist providers. Altair being one of the largest specialists is in an ideal position to provide a platform for organic growth and consolidation. Through the Acquisition it will become a listed consultancy company specialising in the sector with opportunities for expansion and development. The listing will not only enhance the profile of the Enlarged Group and its activities, but by being a profitable listed specialist provider in the sector with a strong balance sheet the Enlarged Group will: -

 

-           remain a valuable partner for existing providers

-           attract new customers

-           through the range and quality of assignments attract best experts in the field

-           be able to recruit and retain appropriately skilled staff by offering attractive packages including participation in share option schemes enabling them to participate in the success of the Enlarged Group 

-           have the ability to acquire existing successful  companies in the sector by being able to offer quoted shares on arrangements where the consideration partly reflects the future contribution of the business

-           be able to develop specialist consultancy products for the sector, some of which have already been identified by the Altair team, by using the Enlarged Group's cash balances

-           have access to raising equity should further funds be required for acquisitions or any future organic development beyond the Enlarged Group's present plans.

 

Directors and Senior Management

 

Upon completion of the Acquisition, David Whitaker, Finance Director of the Company, will resign from the Board and the two Proposed Directors, Steven Douglas and Dr Fiona Underwood, will be appointed to the Board as joint chief executive officers.  Accordingly, the Board of Directors on Admission will comprise of:

 

J C Zitron - Non-Executive Chairman

S F Douglas - Joint Chief Executive

F M Underwood - Joint Chief Executive

D M Joseph - Finance Director

J R Wollenberg - Non-Executive Director

 

Rule 9 of the Takeover Code

 

The Acquisition, and in particular the issue by the Company of the Consideration Shares to the Sellers, gives rise to certain considerations under the City Code. Brief details of the Panel, the Takeover Code and the protections they afford are set out below.

 

The Takeover Code is issued and administered by the Panel. The Takeover Code applies to all takeover and merger transactions, however effected, where the offeree company is, inter alia, a listed or unlisted public company with its registered office in the United Kingdom. General Industries is such a company and its Shareholders are entitled to the protections afforded by the Takeover Code and its provisions.

 

Under Rule 9 of the City Code, a person who acquires, whether by a series of transactions over a period of time or not, shares which (taken together with securities in which he is already interested and which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, the person is normally required by the Panel to make a general offer to all the remaining shareholders of that company to acquire their shares. Similarly, when any person individually or a group of persons acting in concert, already holds interests in securities which in aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of such voting rights, that person may not normally acquire further securities without making a general offer to the shareholders of that company to acquire their shares. An offer under Rule 9 must be in cash and at the highest price paid by the person required to make an offer, or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

 

Under the Takeover Code, a "concert party" arises, inter alia, when persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate, to obtain or consolidate control of that company. Under the Takeover Code, control means an interest, or interests, in shares carrying in aggregate 30 per cent. or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control. In this context, voting rights means all the voting rights attributable to the capital of the company which are currently exercisable at a general meeting. The Takeover Code also states that, directors of a company will be presumed to be acting in concert with the company of which they are a director. Accordingly for the purposes of the Takeover Code, the Altair Directors together with their respective Connected Persons and other parties acting in concert with them, form the Concert Party.

 

Maximum potential controlling position

 

As at the date of this Document the members of the Concert Party currently interested in the Company's Existing Ordinary Shares are three of the Existing Directors, namely Derek Joseph, Jeff Zitron and Richard Wollenberg (along with his connected persons) who in aggregate own 5,082,001 Ordinary Shares representing 49.34 per cent. of the Existing Share Capital. In addition, subject to Shareholder approval at the General Meeting, as from Admission, these three Existing Directors will hold Replacement Unapproved Options which shall entitle them to subscribe in aggregate for a further 1,124,000 Ordinary Shares in the Company which can be exercised immediately following Admission. It is also proposed that subject to, inter alia, completion of the Acquisition and Admission, the other Altair Directors who are members of the Concert Party, will be granted with New Unapproved Options entitling them to subscribe in aggregate for 1,360,000 Ordinary Shares which can also be exercised immediately following Admission. In addition, as from Admission, these Altair Directors will also hold Rollover Options entitling them to subscribe in aggregate for 1,100,200 Ordinary Shares in the Company. The Rollover Options can be exercised in tranches from 1 April 2016.

 

Beaumont Cornish considers that the terms of the proposed Replacement Unapproved Options as well as the New Unapproved Options and the Rollover Options to be issued to the members of the Concert Party and as described above to be fair and reasonable in so far as the Independent Shareholders are concerned.

 

Following completion of the Acquisition and on Admission the members of the Concert Party will, in aggregate, be interested in 23,594,973 Ordinary Shares in the Company representing 74.90 per cent. of the Enlarged Share Capital, and, should the Concert Party exercise in full all Unapproved Options and the Rollover Options held by them (which can be exercised immediately following Admission), its aggregate interest in the Diluted Enlarged Share Capital would be 76.71 per cent. The interest of the Concert Party on completion of the Proposals will be as follows:

 


As at the date of this Document


On Admission

Concert Party Member

Number of Existing Ordinary Shares

Number of existing

unapproved options

Percentage of  Replacement Ordinary Shares

Number of Ordinary Shares held on completion of the Acquisition

Percentage of Enlarged Share Capital

Number of Unapproved Options

Number of Rollover Options

 Number of GI shares held  assuming full exercise of all Options

Percentage of the  Diluted Enlarged Share Capital assuming full exercise of all Options

Number of Replacement Unapproved Options

Number of New Unapproved Options

Fiona Underwood

0

0

0

3,279,440

10.41%

0

340,000

275,050

3,894,490

10.99%

Steven Douglas

0

0

0

3,279,440

10.41%

0

340,000

275,050

3,894,490

10.99%

Chris Wood

0

0

0

3,279,440

10.41%

0

340,000

275,050

3,894,490

10.99%

Susan Kane

0

0

0

3,279,440

10.41%

0

340,000

275,050

3,894,490

10.99%

Jeff Zitron

1,000,000

300,000

9.71%

2,798,403

8.88%

300,000

0

0

3,098,403

8.75%

Derek Joseph

1,072,000

309,000

10.41%

2,870,403

9.11%

309,000

0

0

3,179,403

8.97%

Richard Wollenberg

1,610,001

515,000

15.63%

1,969,682

6.25%

515,000

0

0

2,484,682

7.01%

Christie Wollenberg

100,000

0

0.97%

459,681

1.46%

0

0

0

459,681

1.30%

Stephanie Wollenberg

100,000

0

0.97%

459,681

1.46%

0

0

0

459,681

1.30%

Rosanna Wollenberg

100,000

0

0.97%

459,681

1.46%

0

0

0

459,681

1.30%

Lynda Wollenberg

100,000

0

0.97%

459,681

1.46%

0

0

0

459,681

1.30%

The Cardiff Property Plc

1,000,000

0

9.71%

1,000,000

3.17%

0

0

0

1,000,000

2.82%

TOTALS:

5,082,001

1,124,000

49.34%

23,594,972

74.90%

1,124,000

1,360,000

1,100,200

27,179,171

76.71%

 

The Panel on Takeovers and Mergers has agreed to waive the obligation of the members of the Concert Party to make a general offer that would otherwise arise as a result of the acquisition of Consideration Shares pursuant to the Share Purchase Agreement or upon any subsequent exercise of the Unapproved Options and/or the Rollover Options to subscribe for Ordinary Shares which have been granted to them as described in this paragraph above. Accordingly, the Whitewash Resolution seeks to waive the requirement under Rule 9 of the Takeover Code that the Concert Party having acquired a shareholding and percentage of Voting Rights exceeding 30 per cent., must make a general cash offer to all the remaining Shareholders to acquire their shares. In accordance with the Takeover Code, the Whitewash Resolution (Resolution 3) is being proposed at the General Meeting to approve this Waiver and will be taken on poll. No member of the Concert Party will be entitled to vote on the Whitewash Resolution and accordingly no member of the Concert Party will do so. The Panel confirmation to waive the obligation of the Concert Party under Rule 9 has been given on the basis that the consequences of such an exercise have been fully disclosed in the Document. 

 

On completion of the Acquisition, the Concert Party will hold more than 50 per cent. of the voting share capital of the Company and may be able to increase its aggregate shareholding in the Company without incurring any obligations under Rule 9 to make a general offer to the Company's other Shareholders. Under the Takeover Code, whilst each member of the Concert Party continues to be treated as acting in concert, each member will be able to increase further his respective percentage shareholding in the voting rights of the Company without incurring an obligation under Rule 9 to make a general offer to Shareholders to acquire the entire issued share capital of the Company. However individual members of the Concert Party will not be able to increase their percentage shareholding through or between a Rule 9 threshold without the consent of the Panel. In the event that the Waiver is approved at the General Meeting, the Concert Party (or its Connected Persons or other persons acting in concert with it) will not be restricted from making an offer for the Company.

 

Intention of the Concert Party and irrevocable undertakings

 

The Company is currently an investment vehicle with a cash balance of £946,207 as at 31 March 2015. Following completion of the Proposals, the business of the Company will constitute that of Altair's business and will be run from the Altair's offices at Tempus Warf, 29a Bermondsey, Wall West, London SE16 4SA. The Enlarged Group will focus on the organic development of the independent consultancy and advisory business providing advice to a range of public, charitable and private organisations involved in the provision of affordable and market rent housing. The Concert Party is not intending to seek any changes to the Board other than as described above. The Company has no fixed assets and save for the Existing Directors, the Company has no employees. As such, the Concert Party is also not intending to prejudice the existing employment rights, including pension rights, of any of the employees or management of the Enlarged Group nor to take any steps to amend the Company's share trading facilities in force at the date of the Document.

 

Although it is not mandatory in respect of companies listed on the standard listing segment of the Official List to do so, the Company have entered into a Relationship Agreement and Lock-in Agreements dated 20 July 2015, which govern the relationship between the Company and the Concert Party and the acquisition and disposal and dealings in Ordinary Shares following Admission by members of the Concert Party.

 

The only Independent Director, David Whitaker, who will be able to vote on the Whitewash Resolution (Resolution 3), has irrevocably committed to the Company and Beaumont Cornish to vote in favour of all the Resolutions, including the Whitewash Resolution, in respect of his holding of 268,000 Ordinary Shares representing 2.6 per cent. of the Existing Share Capital. Messrs Richard Wollenberg, Derek Joseph and Jeff Zitron, being the other Existing Directors, will not be permitted to vote on the Whitewash Resolution due to their membership of  the Concert Party and accordingly they have irrevocably committed to the Company and Beaumont Cornish to vote in favour of the other Resolutions, in respect of their (and their connected persons') aggregate holdings of 5,082,001 Ordinary Shares representing approximately 49.34 per cent. of the Existing Ordinary Shares.

 

Proposed Share Options

 

The Company intends to grant the Replacement Unapproved Options and also intends to grant New Unapproved Options, subject to the approval of the Shareholders, to certain Proposed Directors and Altair Directors as more particularly detailed in the Document.

 

In addition, as from Admission 20 Eligible Employees including the Altair Directors will hold Rollover Options entitling them to subscribe in aggregate for a total of 1,713,772 Ordinary Shares at £0.05 per share in the Company. Further details of the Rollover Options are set out in the Document.

 

Subject to the approval of the Shareholders, the Company also intends to establish an employee option scheme on the terms described in the Document.

 

Appendix 2

 

Further information on Altair as required under Listing Rule 5.6.15G

 

(1)

Financial information on Altair

(a)

Statements of Comprehensive Income


Year ended 31 March


2013

£


2014

£


2015

£

Continuing operations






Revenue

2,707,995


2,838,400


4,074,257







Cost of Sales

(2,187,960)


(2,172,020)


(3,067,034)

 

Gross Profit

 

520,035


 

666,380


 

1,007,223







Administrative expenses

(200,414)


(267,050)


(402,583)







Operating profit

319,621


399,330


604,640







Finance income

455


2,390


2,502

Finance costs

(18,750)


(18,750)


(14,424)

Profit before tax

301,326


382,970


592,718







Tax

(36,009)


(90,250)


(114,125)

Profit and total comprehensive income attributable to the owners of the company

 

265,317


 

292,720


 

478,593













Earnings per share attributable to the equity holders of the company during the year:






Basic (£)

283


313


510

Diluted (£)

283


313


509

 

 

 

(b)

Statement of Financial Position

 


As at 31 March


2013

£


2014

£


2015

£

ASSETS












Current assets






Trade and other receivables

709,634


747,417


1,041,590

Cash and cash equivalents

367,284


852,906


1,113,959







Total assets

1,076,918


1,600,323


2,155,549







LIABILITIES












Current liabilities






Trade and other payables

520,933


729,201


1,113,508

Current tax liability

36,009


90,250


143,742


556,942


819,451


1,257,250







Non-current liabilities






Shareholder loans

375,000


375,000


-







Total liabilities

931,942


1,194,451


1,257,250







Net assets

144,976


405,872


898,299







Equity






Share capital

Share premium account

936

-


936

-


973

126,651

Retained earnings

144,040


404,936


770,675







Equity attributable to the owners of the Company

144,976


405,872


898,299

 

 

(c)

Statement of Cash Flows

 



Year to 31 March



2013

£


2014

£


2015

£








Cash flows from operating activities







Profit before taxation


301,326


382,970


592,718

Add back finance costs


18,750


18,750


14,424

Deduct finance income


(455)


(2,390)


(2,502)

Share based payment expense


-


-


21,516

Changes in working capital:







Increase in trade and other receivables


(115,798)


(37,783)


(275,101)

Increase in trade and other payables


3,744


223,268


388,057

Taxes paid


-


(36,009)


(79,705)

 

Net cash flows from operating activities


207,567


548,806


659,407








Cash flows from investing activities

Interest received


 

455


 

2,390


 

2,502

Net cash flows from investing activities


455


2,390


2,502








Cash flows from financing activities







Equity dividends paid


-


(31,824)


(134,370)

Proceeds from issuance of ordinary shares


-


-


126,688

Repayment of loans


-


-


(375,000)

Interest paid


(20,627)


(33,750)


(18,174)








Net cash used in financing activities


(20,627)


(65,574)


(400,856)








Net increase in cash and cash equivalents


187,395


485,622


261,053








Cash and cash equivalents at the beginning of the year


179,889


367,284


852,906

Cash and cash equivalents at the end of the year


367,284


852,906


1,113,959

















(d)

Description of key differences in accounting policies


No material differences between the accounting policies adopted by the Company and those adopted by Altair in the financial information for the years presented in this announcement have been identified. 



(2)

Description of Altair


Altair is involved in the provision of independent consultancy and advisory services to a range of public and private housing organisations. Altair helps manage complex and diverse organisations through periods of significant change, driving service improvement and delivering creative solutions. Altair's traditional client base includes registered social landlords, housing action trusts and local authorities, although the client base also includes government departments, statutory bodies, financial institutions and other private commercial institutions.

 

Within the housing sector, Altair provides a broad range of advisory and consultancy services to its clients covering areas such as general management, high level executive recruitment, corporate governance, financial systems, management strategy, training and raising finance. In the housing sector Altair has established contacts with the Homes and Communities Agency (the government's affordable homes investment, regeneration and regulation agency in England), GLA, Welsh Government and the Scottish Regulator. Altair's services also cover the application of the government's private finance initiative to social housing and also local government initiatives encouraging the transfer of public sector housing to independent vehicles.

 

Altair has an office in London and a presence in Cardiff and Dublin, and has provided services to over 200 organisations across the public and private sectors.  Altair's clients include:

 

·     Local authorities, including the London Boroughs of Ealing, Redbridge, Westminster, Waltham Forest and Newham. Altair has supported and advised on strategic housing services, performance improvement, self-financing and local authority development.

 

·     A number of private sector developers. Altair has given advice on the structuring of joint ventures with registered providers and the management of major regeneration schemes.

 

·     Care and support providers.  Altair's work covers the commissioning of new schemes, service charge reviews, financial modelling and growth strategies.

 

·     Registered providers and housing associations throughout the United Kingdom. Some recent projects with these clients cover board and executive recruitments, interim director placements, board facilitation and strategy development, independent governance investigations, financial modelling and business planning, temporary housing portfolio reviews and growth strategies.

 

·     Almost all of Altair's clients are registered social landlords or other large organisations, as a result of which bad debts are insignificant and rare, and Altair is not reliant upon any one customer.

 

The Directors believe there is a strong and growing market for the provision of high quality specialist consultancy services to local authorities, housing associations, charities, property companies, regulators and government departments operating in the provision of affordable housing, market rent and home ownership initiatives.

The continuing shortage of affordable housing in the United Kingdom, increasing population and demographic issues drive and will continue to drive demand for more complex solutions for projects and investments within that sector and these initiatives will require carefully prepared management models and support from professional advisers.

The Directors, therefore, consider that these trends will continue to have an increasing impact on the demand for the type of services provided by Altair. 



(3)

Directors' declaration on sufficient information


The Board of General Industries considers that this announcement containes sufficient information about Altair to provide a properly informed basis for assssing Altair's financial information.



(4)

Directors' declaration on neccessary arrangements


The Board of General Industries confirmes that the Company has made necessary arrangemens with Altair to enable the Company to keep the market informed without delay of any developments concerning Altair that would be required to be released were Altair part of General Industries.

 

In addition, in accordance with Listing Rule 5.6.18, the Board of General Industries confirms that until such time as the Acquisition is approved and the Company's Enlarged Share Capital is listed on the standard listing segment of the Official List and trading become effective and dealings in the Ordinary Shares commence on the London Stock Exchange's Main Market, General Industries will make any announcement that would be required in order to be compliant with its obligations under the DTR2.2.1on the basis that Altair already forms part of the Enlarged Group. 

 

Appendix 3

 

Notice of General Meeting

 

The Company gives a notice convening a General Meeting, which is to be held at 1pm on 19 August 2015 at Tempus Wharf, 29a Bermondsey, Wall West, London, SE16 4SA

 

The purpose of the General Meeting is to consider and, if thought fit, pass the Resolutions, in each case as set out in full in the notice of General Meeting.  Resolutions 1 to 5 inclusive will be proposed as ordinary resolutions and Resolutions 6 and 7 will be proposed as special resolutions of the Company and each Resolution will be inter-conditional upon the others having been validly passed:

 

Ordinary Resolutions:

Resolution 1: to approve the Acquisition, subject to the remaining Resolutions being passed;

 

Resolution 2: to authorise the Directors to issue and allot the Consideration Shares, the Option Shares, shares to be issued on valid exercise of any options granted under the Employee Share Scheme and, in addition, up to a further 10,500,000 Ordinary Shares;

 

Resolution 3: (which will be taken on a poll of Independent Shareholders present and by proxy voting at the Meeting) to approve the waiver of any obligation which might otherwise arise under Rule 9 of the City Code for the Concert Party to make a general offer for the Company as a result of the Acquisition (Shareholders should note that members of the Concert Party will not be permitted to vote on this Resolution 3);

 

Resolution 4: to approve the issue of options to subscribe at the Closing Price for (in each case) 340,000 Ordinary Shares in the capital of the Company to each of S F Douglas and F M Underwood, being Proposed Directors and each of S M Kane, and C Wood, being Altair Directors;

 

Resolution 5: to approve the creation of the Employee Share Scheme;

 

Special Resolutions:

Resolution 6: to disapply statutory pre-emption rights in respect of the issue and allotment for cash of Ordinary Shares pursuant to (a) a rights issue and (b) valid exercise of the Options and any options granted pursuant to the Employee Share Scheme and (c) in addition, up to a further 1,575,000 Ordinary Shares; and

 

Resolution 7: to authorise the Company to make certain market purchases of up to 4,724,999 Ordinary Shares.

 

Actions to be taken in relation to the General Meeting

 

Shareholders will find enclosed with the Document a form of proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the form of proxy in accordance with the instructions printed therein so as to be received as soon as possible by the Company to 56 Station Road, Egham, Surrey, TW20 9LF but, in any event, so that it is received no later than 1pm on 17 August 2015. The completion and return of a form of proxy will not preclude you from attending and voting in person at the meeting, if you so wish.

 

Recommendation

David Whitaker, being the Independent Director, is of the opinion that the Resolutions are in the best interest of the Company and its Shareholders as a whole. Accordingly, Mr Whitaker recommends that Shareholder vote in favour of each of the Resolutions.

In relation to the Waiver, David Whitaker, being the Independent Director, having been so advised by Beaumont Cornish, considers  that the Whitewash Resolution and the Proposals as a whole are fair and reasonable and in the best interest of the Independent Shareholders and the Company. In providing advice, Beaumont Cornish has taken into account the Independent Director's commercial assessment. Accordingly, the Independent Director recommends that the Independent Shareholders vote in favour of the Whitewash Resolution to approve the Rule 9 Waiver. It should be noted that the other Existing Directors will not be voting on Resolution 3 due to their membership of the Concert Party.

 

Appendix 4

 

Important Information

 

The information contained in this announcement is not for release, publication or distribution to persons in the United States, Australia, Canada or Japan or in any jurisdiction where to do so would breach any applicable law. No public offer of securities is being made by virtue of this announcement.

 

This announcement has been prepared for the purposes of complying with the applicable law and regulation of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.

 

Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this announcement.

 

Any person receiving this announcement is advised to exercise caution in relation to the contents. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.  

 

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated by the Financial Conduct Authority in the conduct of investment business, is acting exclusively for the Company and for no-one else in connection with the Acquisition and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Beaumont Cornish or for providing advice in relation to the contents of this announcement or any matter referred to in it. Beaumont Cornish is not making any representation, express or implied, as to the contents of this announcement, for which the Company and the Directors are solely responsible. Without limiting the statutory rights of any person to whom this announcement is issued, no liability whatsoever is accepted by Beaumont Cornish for the accuracy of any information or opinions contained in this announcement or for any omission of information, for which and the Company and the Directors are solely responsible. The information contained in this announcement has been prepared solely for the purpose of the Acquisition and Admission and is not intended to be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange) and accordingly no duty of care is accepted in relation to them.

 

The Directors and the Company accept responsibility, both individually and collectively, for the information contained in this announcement. To the best of the knowledge of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and contains no omission likely to affect its import.

 

Appendix 5

 

Forward-looking statements

 

The Document includes statements that are, or may be deemed to be, "forward-looking statements".  In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will", "should" or, in each case, their negative or other variations or comparable terminology.  They appear in a number of places throughout the Document and include statements regarding the intentions, beliefs or current expectations of the Company and the Board concerning, among other things: (i) the Company's objective and financing strategies, results of operations, financial condition, capital resources, prospects, capital appreciation of the Ordinary Shares and dividends; and (ii) future deal flow and implementation of active management strategies.  By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.  Forward-looking statements are not guarantees of future performances.  The Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies may differ materially from the forward-looking statements contained in the Document.  In addition, even if the Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies are consistent with the forward-looking statements contained in the Document, those results or developments may not be indicative of results or developments in subsequent periods. 

 

Prospective investors should carefully review the "Risk Factors" section of the Document for a discussion of additional factors that could cause the Company's actual results to differ materially, before making an investment decision.  For the avoidance of doubt, nothing in this paragraph constitutes a qualification of the working capital statement contained in paragraph 8 of Part VI of the Document (Additional Information).

 

Forward-looking statements contained in the Document apply only as at the date of the Document.  Subject to any obligations under Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules, the Company undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

 

Appendix 6

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Publication of this Document

20 July 2015

Latest time and date for receipt of Forms of Proxy for the General Meeting

1pm on

17 August 2015

General Meeting

1pm on

19 August 2015

Completion of Acquisition

19 August 2015

Issue of Consideration Shares

19 August 2015

Cancellation of trading of Existing Ordinary Shares

7.30am on

20 August 2015

Admission of the Enlarged Share Capital effective and commencement of dealings in Ordinary Shares

8am on

20 August 2015

Dispatch of definitive share certificates for Consideration Shares

By 28 August 2015

 

(1)   All times shown in this Document are London GMT times unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or dates above change the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.

 

(2)   If the General Meeting is adjourned, the latest time and date for receipt of Forms of Proxy for the adjourned meeting will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.

STATISTICS

 

Total number of Existing Ordinary Shares as at the date of this Document

10,300,000

Number of Consideration Shares to be issued pursuant to the Acquisition

21,200,000

The Enlarged Share Capital following Acquisition and Admission

31,500,000

Number of Consideration Shares to be issued pursuant to the Acquisition as a percentage of the Enlarged Share Capital

67.30 per cent.

Estimated expenses of the Re-Admission and Acquisition

£180,000

Closing Price

31 pence

Market capitalisation of the Company at Closing Price

£9,765,000

 

 

DEALING CODES

 

ISIN                                                                                                                 GB00BPYP3Q26

SEDOL                                                                                                            BPYP3Q2

EPIC/TIDM                                                                                                     GNI

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCPGUUWMUPAGRU
Close


London Stock Exchange plc is not responsible for and does not check content on this Website. Website users are responsible for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries specified therein should not be relied upon other than by such persons and/or outside the specified countries. Terms and conditions, including restrictions on use and distribution apply.

 


Proposed Acquisition, Rule 9 waiver and Prospectus - RNS