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Tejoori Limited  -  TJI   

Proposed cancellation and notice of GM

Released 15:30 07-Nov-2017

RNS Number : 8299V
Tejoori Limited
07 November 2017
 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

 

 

7 November 2017

 

Tejoori Limited

("Tejoori" or the "Company")

 

Proposed cancellation of admission to trading and notice of General Meeting

 

The Board of Tejoori (AIM: TJI), the Dubai-based Shari'a-compliant investment company, announces the Company's proposed cancellation from trading on AIM ("Cancellation").

 

As previously announced by the Company the Directors have been evaluating the merits of remaining on AIM and, following the divestment of the Company's investment portfolio, the most effective and efficient manner in which to return cash to shareholders. Following careful consideration the Board has concluded that it is in the best interests of shareholders to effect the Cancellation and, following the Cancellation, return cash to shareholders by way of a voluntary liquidation of the Company, which the Board believe will maximise the return to Shareholders.

 

The Company will shortly post to its shareholders a circular (the "Circular") in connection with Cancellation containing a notice convening a general meeting of the Company (the "General Meeting") to be held at 3.00 p.m. (Dubai time GMT+4) on 22 November 2017 at Roda Al Bustan Hotel located in Al Garhoud, Near Terminal 1, Casablanca Street, Dubai, United Arab Emirates.

 

The above summary should be read in conjunction with the full text of this announcement and the Circular. Extracts from the Circular, which sets out the background to and reasons for the Company seeking Cancellation, are set out below and a copy of the Circular will shortly be available on the Company's website, www.tejooriltd.ae.

 

Defined terms used in this announcement have the meaning set out at the end of this announcement and as in the Circular.

 

For further information:

 

Tejoori Limited

Tel: +971 4 2839316

Abdullah Lootah, CEO

ceo@tejooriltd.ae



Allenby Capital Limited

Tel: +44 (0)203 328 5656

(Nominated Adviser and Broker)


Nick Athanas / Asha Chotai


 

 

EXTRACTS FROM THE CIRCULAR

The following has been extracted without amendment from, and should be read in conjunction with, the Circular to Shareholders dated 7 November 2017, which will be available shortly from the Company's website: www.tejooriltd.ae.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
(All times shall be London local time unless otherwise indicated below)

 

The Circular and Forms of Proxy posted to Shareholders (by first class post)

 

7 November 2017

Latest time and date for the Forms of Direction from the Depositary Interest holders to arrive with the Depositary

 

11:00 a.m. on 17 November 2017

Latest time for Depositary Interest holders to provide voting instructions via the CREST system for the General Meeting

 

11:00 a.m. on 17 November 2017

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

 

11:00 a.m. on 20 November 2017

Date and time of General Meeting

3:00 p.m. Dubai Local Time (GMT+4) on 22 November 2017

 

Expected last day for dealings in Ordinary Shares on AIM

5 December 2017

 

Expected time and date of Cancellation

7:00 a.m. on 6 December 2017

 

Each of the times and dates above is subject to change. Dates set after the General Meeting assume that the General Meeting is not adjourned and that the Resolutions are passed. If any of the above times and/or dates change, any such change will be notified to Shareholders by an announcement.

 

 

LETTER FROM THE CHAIRMAN

 

1.         Introduction

 

Having consulted with the Company's advisers, your Directors have concluded that it is in the overall interests of the Company and its Shareholders if the admission of the Ordinary Shares to trading on AIM is cancelled and the Company commences a Voluntary Liquidation following the Cancellation. Accordingly, earlier today, the Company announced proposals to cancel the admission of the Company's Ordinary Shares to trading on AIM. Pursuant to Rule 41 of the AIM Rules, the Company has, through its nominated adviser, notified the London Stock Exchange of the intended date of the proposed Cancellation.

 

This letter sets out the background to and reasons for the Cancellation and the Voluntary Liquidation, why your Board believes it to be in the best interests of Shareholders as a whole and its recommendation to Shareholders to vote in favour of the Cancellation.

 

The Cancellation will require Shareholder approval and the Company is convening a general meeting to propose the necessary resolutions to effect each the Cancellation. A notice convening the General Meeting, to be held at 3:00 p.m. Dubai time (11.00 a.m. UK time) on 22 November 2017, is set out at the end of the Circular.

 

Following the Cancellation the Directors will seek to return the net cash resources of the Company to Shareholders and, as part of this distribution to Shareholders, the Directors will recommend to Shareholders that the Directors engage a liquidator to carry out a members' voluntary liquidation of the Company.

 

2.         Background to and reasons for the proposed Cancellation

 

Over the past 12 months the Company has been realising its existing investment portfolio culminating in the sale of the final plot of land in Arjan previously owned by Tejoori in February 2017. Following the disposal the Company has no remaining investments and its sole asset is the cash held at bank by the Company. As at 31 October 2017 the Company held cash balances of approximately AED64.7 million (equivalent to approximately US$17.6 million at the prevailing exchange rate).

 

The Board has considered a number of options such as the Company continuing as a listed cash shell and the return of a majority of cash to Shareholders by way of a dividend. However, the Board would also need to seek a new investment or series of investments and, in all likliehood, new board members to implement any revised investing strategy. The Board considered that the potential for significant costs, uncertainties and risks associated with this option outweighed the potential premium that any new investor(s) might attach to the Company as a cash shell. The Board has also considered other ways of returning surplus capital to Shareholders but concluded this was too costly and could generate dividends that would be taxable to Shareholders as opposed to a return of capital.

 

Following careful consideration, the Board has concluded that it is in the best interests of Shareholders to effect the Cancellation and, following the Cancellation, return cash to Shareholders by way of a Voluntary Liquidation, which the Board believe will maximise the return to Shareholders. It is anticipated that, assuming the Board's recommendations receive required Shareholder approval, the proposed liquidators would plan to make orderly distributions of capital to Shareholders in the course of the liquidation of the Company.

 

The appointment of a liquidator, the Voluntary Liquidation and related actions will require, inter alia, the approval of Shareholders in a further general meeting to be convened after Cancellation has taken place and will require a further circular to be published and sent to Shareholders.

 

3.         Trading update and AIM Rule 15 status

 

The Company announced on 24 February 2017 the completion of the sale of their final remaining plot of land in Dubai for a gross consideration of approximately US$5.8 million. Following this sale the Company had divested of its entire investment portfolio and continued to hold cash and wakala deposits only. As at 31 October 2017 the Company's sole asset is cash balances of approximately AED64.7 million (equivalent to approximately US$17.6 million at the prevailing exchange rate).

 

As announced in the Company's interim results released on 30 March 2017, following the sale of the final plot of land in February 2017 the Company is deemed to have disposed of all of its assets within the meaning of Rule 15 of the AIM Rules. As such Tejoori has 12 months from the date of this disposal, being 23 February 2017, to implement its current investing policy in accordance with Rule 15 of the AIM Rules otherwise the Company's shares will be suspended from trading on AIM pursuant to Rule 40 of the AIM Rules for Companies.

 

As previously announced the Company's stated strategy is to return cash to shareholders and not to re-invest the cash proceeds from recent disposals into new investment opportunities. The return of capital is to be effected by a Voluntary Liquidation which the Company will be seeking to implement following the Cancellation. Shareholders should be aware that if the Cancellation is not approved in the general meeting of the Company convened for 22 November 2017 then the Company would not be in a position to proceed with the Voluntary Liquidation while the Company remains as an AIM quoted company. In this scenario the Company would need to examine other ways of returning capital to shareholders however it is the view of the Directors that the Voluntary Liquidation is the most efficient manner to maximise the return of cash to shareholders. In addition if the Cancellation is not approved by Shareholders in the General Meeting there would be an increased likliehood that the Company's shares will be suspended from trading for not implementing its current investing policy in accordance with the timeframe outlined above.

 

4.         Principal effects of Cancellation

 

The principal effects that the Cancellation will have on Shareholders include the following:

 

·      there will no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares on AIM (or any other recognised market or trading exchange);

 

·      it will be more difficult for Shareholders to determine the market value of their investment in the Company at any given time;

 

·      the Company will no longer be subject to the AIM Rules and, accordingly, Shareholders will no longer be afforded the protections given by the AIM Rules- in particular, the Company will not be bound to: make any public announcements of material events, or to announce interims or final results; comply with any of the corporate governance practices applicable to AIM companies; announce substantial transactions and related party transactions; or comply with the requirement to obtain shareholder approval for reverse takeovers and fundamental changes in the Company's business;

 

·      the Company will cease to retain a nominated adviser and broker; and

 

·      the Cancellation might have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately.

 

Notwithstanding the Cancellation the Company will continue to comply with the applicable statutory requirements and the Company's memorandum and articles of association.

 

The Board intends to continue to maintain the Company's website (www.tejooriltd.ae) until the Voluntary Liquidation has been completed. Shareholders should be aware that following Cancellation there will be no obligation on the Company to include the information required under AIM Rule 26 or to update the website as required by the AIM Rules. In addition Shareholders are reminded that, as the Company is incorporated in the BVI, Shareholders are not afforded the protections provided by the Takeover Code, however, they will have all rights pursuant to the BVI Business Companies Act and the Company's Memorandum and Articles of Association.

 

5.         Cancellation Process

The Cancellation is conditional on the approval of not less than 75 per cent. of votes cast by Shareholders (in person or by proxy) at a general meeting. Resolution 1 in the Notice of General Meeting, which is set out at the end of the Circular, proposes that admission of the Ordinary Shares to trading on AIM be cancelled.

Under the AIM Rules, Cancellation requires the expiration of a period of not less than 20 clear Business Days from the date on which notice of the intended Cancellation is given to the London Stock Exchange. The Company has notified the London Stock Exchange of the proposed Cancellation. Cancellation will occur no earlier than five clear Business Days after the General Meeting and it is expected that trading in the Ordinary Shares on AIM will cease at the close of business on 5 December 2017, with Cancellation expected to take effect at 7:00 a.m. on 6 December 2017.

Shareholders should be aware that if Cancellation is approved by Shareholders and takes effect, they will as from that time cease to hold shares in a company whose shares are admitted to trading on AIM. Following Cancellation, there will be limited opportunities for Shareholders to realise their investment in the Company other than pursuant to the proposed Voluntary Liquidation.

6.         Trading in the Ordinary Shares after Cancellation

Following Cancellation, the Ordinary Shares will not be traded on any public market and the CREST facility will be cancelled. The Ordinary Shares will remain capable of being transferred in paper form for a limited time in accordance with the provisions of the Memorandum and Articles of Association of the Company until the Voluntary Liquidation has commenced. Transfers of interests in shares in certificated form should be sent to the Company's registrars, Capita Registrars Limited, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. Existing share certificates remain valid until completion of the Voluntary Liquidation.

 

Prior to the commencement of the Voluntary Liquidation the Company intends to use reasonable endeavours to facilitate introductions and communication among Shareholders who wish to sell their Ordinary Shares and those persons who wish to purchase Ordinary Shares. To do this, Shareholders or persons who wish to acquire or sell Ordinary Shares will be able to leave an indication with the Company that they are prepared to buy / sell Ordinary Shares at a specified price. In carrying out such introductions the Company will not arrange transactions and will take no responsibility in respect of the timeframe and manner in which introductions or communications (if any) are made or as to the price at which any trades might take place.

 

Shareholders or persons wishing to trade in the Company's Ordinary Shares following Cancellation and prior to commencement of the Voluntary Liquidation should contact the Company via email to •, giving an indication that they are prepared to buy or sell at an agreed price.

 

As the Company intends to undertake a Voluntary Liquidation after the Cancellation, the Company intends to cancel the Depositary Interest facility representing the Ordinary Shares shortly after Cancellation. Following the cancellation of the Depositary Interest facility Shareholders will be able to continue to trade their Ordinary Shares in certificated form.

 

The appointment of a liquidator, the Voluntary Liquidation and related actions will require, inter alia, the approval of Shareholders in a further general meeting to be convened after Cancellation has taken place and will require a further circular to be published and sent to Shareholders.

7.         Taxation

Shareholders who are in any doubt about their tax position should consult with their own independent professional adviser as soon as possible.

8.         General Meeting

Set out at the end of the Circular is a notice convening the General Meeting to be held at 3:00 p.m. (Dubai time GMT+4) on 22 November 2017 at Roda Al Bustan Hotel located in Al Garhoud, Near Terminal  1, Casablanca Street, Dubai, United Arab Emirates (Telephone:  +971 4 282 0000) http://www.roda-hotels.com/al-bustan for the purposes of considering and, if thought fit, passing the Resolutions. Resolution 1 to approve the Cancellation will be proposed as a "special resolution" requiring the approval of not less than 75 per cent. of the votes cast, in person or by proxy, by Shareholders at the General Meeting. Resolution 2 will be proposed as an ordinary resolution requiring the approval of not less than 51 per cent. of the votes cast, in person or by proxy, by Shareholders at the General Meeting.

 

A meeting of Shareholders is duly constituted if, at the commencement of the meeting, there are present, in person or by proxy, not less than 50 per cent. of the votes of the shares entitled to vote on the resolutions of Shareholders to be considered at the meeting.  If within two hours from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the next business day at the same time and place, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting, in person or by proxy, not less than one third of the votes of the shares entitled to vote on the resolutions to be considered at the meeting those present shall constitute a quorum but otherwise the meeting shall be dissolved.

9.         Action to be taken

You will find enclosed with the Circular a Form of Proxy and a Form of Direction (for use in the event that any Shareholder is a holder of Depositary Interests), in each case for use in connection with the General Meeting or at any adjournment thereof

 

It is important that Shareholders have the opportunity to vote, even if they are unable to attend the General Meeting in person. If you are unable to come to the General Meeting you can use the enclosed Form of Proxy or Form of Direction to nominate the chairman of the meeting or someone else to attend the meeting and vote for you (this person is called a proxy). Whether or not you wish to attend the General Meeting in person, you are requested to complete the Form of Proxy or, in the case of holders of Depositary Interests, the Form of Direction in accordance with the instructions printed on it and return it by post or (during normal business hours only) by hand so as to be received by Capita Registrars Limited, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom as soon as possible and in any event so as to arrive by no later than 11:00 a.m. on 17 November 2017. The Form of Proxy or Form of Direction should also be sent to the Company by email at: nabila@tejooriltd.ae.

As an alternative to returning the Form of Proxy or Form of Direction, certain Shareholders can appoint a proxy electronically as follows. If you hold your Ordinary Shares in uncertificated form (i.e., in CREST) you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by Capita Registrars Limited (under CREST participant ID RA10) by no later than 11:00 a.m. on 20 November 2017.

Unless the Form of Proxy or CREST Proxy Instruction is received by the relevant date and time specified above, it will be invalid. Completion and posting of the Form of Proxy or completing and transmitting a CREST Proxy Instruction will not preclude you from attending and voting in person at the General Meeting if you wish to do so.

10.        Further information

The expected timetable of principal events for the Cancellation is set out on page 3 of the Circular. Shareholders are advised to read the whole of the Circular.

If you require assistance in completing the Form of Proxy, please call Capita Registrars Limited on 0871 664 0300 or, if telephoning from outside the UK, on +44 (0) 37 1664 0300, between 9.00 a.m. and 5.30 p.m. Monday to Friday (excluding bank and public holidays). Calls to the Capita Registrars Limited's telephone number are charged at 10 pence per minute plus any of your service provider's network extras. Different charges may apply to calls from mobile telephones. Calls to the Capita Registrars Limited's +44 (0) 37 1664 0300 number from outside the UK are charged at applicable international rates. Calls may be recorded and monitored randomly for security and training purposes. Capita Registrars Limited cannot provide advice on the merits of the Cancellation and Voluntary Liquidation nor give any financial, legal or tax advice.

11.        Recommendation to Shareholders

Your Directors consider that the Cancellation is in the best interests of the Company and Shareholders as a whole. Accordingly, your Directors unanimously recommend that Shareholders vote in favour of the Resolutions as they, and persons connected with the Directors, intend to do in respect of their own beneficial holdings, amounting, in aggregate, to 4,550,633 Ordinary Shares representing 16.42 per cent. of the issued ordinary share capital of the Company at the date of the Circular

Yours faithfully

 

Khalid Nasser Al Nasser

Chairman

 

 

 

DEFINITIONS

 

"Admission"

admission to trading on AIM;

 

"AIM"

AIM, the market of that name operated by the London Stock Exchange;

 

"AIM Rules"

the "AIM Rules for Companies" published by the London Stock Exchange from time to time;

 

"Board"

the board of directors of the Company;

 

"Business Day"

a day, other than a Saturday or Sunday or public holiday in

England, Wales and the BVI, on which banks are open in London and Road Town for general commercial business;

 

"BVI"

the British Virgin Islands;

 

"BVI Business Companies Act"

the BVI Business Companies Act (as amended from time to time);

 

"Cancellation"

the cancellation of admission of the Ordinary Shares to trading

on AIM;

 

"certificated form"

where a security is not held in uncertificated form (i.e. not

recorded on the register of members of the Company as being held in uncertificated form in CREST);

 

"Company"

Tejoori Limited, a company incorporated under The International Business Companies Act and automatically re-registered under the BVI Business Companies Act;

 

"CREST"

the relevant system (as defined in the CREST Regulations) in

respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations);

 

"CREST Proxy Instruction"

the means by which a Shareholder who holds Ordinary Shares in CREST may appoint a proxy;

 

"CREST Regulations"

the Uncertificated Securities Regulations 2001 (SI 2001/3755);

 

"Depositary"

Capita IRG Trustee Limited;

 

"Depositary Interests" or "DIs"

the depositary interests issued by the Depositary in respect of and representing on a one-for-one basis Ordinary Shares held by the Depositary;

 

"DI Holders"

holders of Depositary Interests;

 

"Directors"

the directors of the Company;

 

"FCA"

the UK's Financial Conduct Authority;

 

"Form of Direction"

the form of direction to be completed by DI Holders for use at the General Meeting;

 

"Form of Proxy"

the form of proxy for use by Shareholders in connection with the General Meeting, which accompanies the Circular;

 

"FSMA"

the Financial Services and Markets Act 2000;

 

"General Meeting"

the general meeting of the Company to be held at Roda Al Bustan Hotel located in Al Garhoud, Near Terminal 1, Casablanca Street, Dubai, United Arab Emirates at 3.00 p.m. Dubai time (GMT+4) on 22 November 2017 or any adjournment thereof, notice of which is set out at the end of the Circular;

 

"Group"

the Company and its subsidiary;

 

"London Stock Exchange"

London Stock Exchange plc;

 

"Notice of General Meeting"

the notice convening the General Meeting, which is set out at the end of the Circular;

 

"Ordinary Shares"

the shares with a par value of US$0.01 each in the capital of the Company;

 

"participant ID"

the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant;

 

"Record Date(s)"

the date fixed by the directors of the Company pursuant to the BVI Business Companies Act as the record date for determining the shares that are entitled to vote at the meeting, being 11:00 a.m. on 17 November 2017;

 

"Regulatory Information Service"

a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website at www.fca.org.uk;

 

"Resolutions"

the resolutions to be proposed at the General Meeting to obtain

the approval of Shareholders to the Cancellation, as set out in the Notice of General Meeting (and "Resolution" means any one of the Resolutions as the context requires);

 

"Shareholders"

the registered holders of Ordinary Shares from time to time;

 

"Takeover Code"

the City Code on Takeovers and Mergers;

 

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland;

 

"uncertificated" or "uncertificated form"

Ordinary Shares which are recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; and

 

"Voluntary Liquidation"

the voluntary liquidation of a solvent BVI company pursuant to the BVI Business Companies Act.

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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Proposed cancellation and notice of GM - RNS