TIDMASTO
RNS Number : 1998H
AssetCo PLC
02 December 2020
AssetCo plc
("AssetCo" or the "Company")
Tender Offer for up to 6,532,942 Ordinary Shares at GBP4.11 per
share
Issue of Ordinary Shares to Cadoc Limited
Waiver of Rule 9 of the Code
Current Trading
AssetCo is pleased to announce a Tender Offer pursuant to which
up to 6,532,942 Ordinary Shares held by Qualifying Shareholders
will be purchased at a price of GBP4.11 per Ordinary Share, being
the mid-market closing price of an Ordinary Share as at the close
of business on 30 November 2020. If the maximum number of Ordinary
Shares under the Tender Offer is acquired, this will result in an
amount of approximately GBP26.9 million being returned by the
Company to Qualifying Shareholders.
A circular including Notice of General Meeting and a Tender
Offer application form has been sent to Shareholders and this will
set out the background to and reasons for the Tender Offer and why
the Directors believe the Tender Offer to be in the best interests
of the Company and its Shareholders as a whole. The Circular will
also contain details on the procedure that should be followed by
those Qualifying Shareholders who wish to participate in the Tender
Offer. The Company is seeking Shareholders' approval of the Tender
Offer at a General Meeting to be held at 10.00 am on 17 December
2020.
Resolutions are also being proposed at the General Meeting to
authorise the Directors to allot and issue Ordinary Shares to Cadoc
Limited, a company associated with Tudor Davies and which, as
previously disclosed in the Company's annual accounts, is entitled
to a success fee of 15 per cent. of the funds realised from the
litigation (excluding litigation costs awarded) with Grant Thornton
UK LLP (Grant Thornton). The success fee is proposed to be
satisfied by the issue of Ordinary Shares as set out in paragraph 6
below.
The Board has consulted with the Panel which has agreed that it
will waive any obligation on Cadoc or Harwood to make a general
offer under Rule 9 of the Takeover Code as a result of the Tender
Offer and Proposed Allotment, provided that the holders of a
majority of the issued Ordinary Shares held by Independent
Shareholders, confirm in writing that they would approve the Rule 9
Waiver, if a resolution to approve the Rule 9 Waiver were put to
the Independent Shareholders at the General Meeting.
Current Trading, Prospects and Future Strategy
The Company's focus has continued to be on regaining and
developing new business in the Middle East, and releasing the cash
in receivables and bonds, and completing the action against the
former auditors, Grant Thornton.
Whilst the activities in the Middle East have been slowed by the
COVID-19 pandemic, the Company has been able to successfully
conclude the litigation against Grant Thornton. The total award
after the Court of Appeal ruling as announced on 2 October 2020
amounted to GBP28.6 million including litigation costs recovered,
GBP4.5 million of which has been released and the remainder, the
Company expects to be released by the Court in the near future.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS(1)
Announcement of the Tender Offer 2 December 2020
Tender Offer opens 3 December 2020
Latest time and date for receipt of Forms 10.00 a.m. on 15 December
of Proxy 2020
General Meeting 10.00 a.m. on 17 December
2020
Anticipated date to announce results of 17 December 2020
the General Meeting
Latest time and date for receipt of Tender 1.00 p.m. on 21 December
Forms and share 2020
certificates in relation to the Tender
Offer (i.e. close of Tender Offer)
Latest time and date for receipt of TTE 1.00 p.m. on 21 December
Instructions in relation 2020
to the Tender Offer (i.e. close of Tender
Offer)
Tender Offer Record Date 6.00 p.m. on 21 December
2020
Announcement of results of the Tender Offer by 8.00 a.m. on 22 December
2020
Purchase of Ordinary Shares under the Tender 23 December 2020
Offer
CREST accounts credited for revised, uncertificated by 11 January 2021
holdings
of Ordinary Shares (or, in the case of
unsuccessful tenders,
for entire holdings of Ordinary Shares)
CREST accounts credited in respect of Tender by 11 January 2021
Offer proceeds
for uncertificated Ordinary Shares
Despatch cheques in respect of Tender Offer by 11 January 2021
proceeds for
certificated Ordinary Shares
Return of share certificates in respect by 11 January 2021
of unsuccessful tenders
of certificated Ordinary Shares
Despatch of balancing share certificates by 11 January 2021
( in respect of certificated Ordinary Shares)
for revised,
certificated holdings in the case of partially
successful tenders
(1) All times are references to London times. Each of the above
times and dates is based on the Company's expectations as at
the
date of the Circular. If any of the above times and/or dates
change, the revised times and/or dates will be notified to Shareholders
by an announcement through a Regulatory Information Service
Related Party Transactions
The irrevocable undertakings from the Company's existing
substantial shareholders to participate in the Tender Offer as set
out in paragraph 7 below are each considered a related-party
transaction for the purposes of Rule 13 of the AIM Rules. The
Directors (excluding Christopher Mills by virtue of his association
with Harwood Capital) consider, having consulted with Arden, the
Company's Nominated Adviser, that the above participation in the
Tender Offer is fair and reasonable in so far as Shareholders are
concerned.
Should the authority be granted to the Directors at the General
Meeting, the allotment of 854,722 Ordinary Shares to Cadoc is
considered a related party transaction for the purposes of Rule 13
of the AIM Rules. The Directors (excluding Tudor Davies by virtue
of his association with Cadoc) consider, having consulted with
Arden, the Company's Nominated Adviser, that the allotment of the
New Ordinary Shares is fair and reasonable in so far as
Shareholders are concerned.
Furthermore, the conditional irrevocable undertaking from Cadoc
to participate in the Tender Offer is considered a related-party
transaction for the purposes of Rule 13 of the AIM Rules. The
Directors (excluding Tudor Davies by virtue of his association with
Cadoc) consider, having consulted with Arden, the Company's
Nominated Adviser, that the participation by Cadoc in the Tender
Offer is fair and reasonable in so far as Shareholders are
concerned.
Enquiries:
AssetCo plc
Tudor Davies, Chairman
Tel: +44 (0) 7785 703523
+44 (0) 20 7614 5900
Arden Partners plc
Nominated adviser and broker
John Llewellyn-Lloyd/ Dan Gee-Summons
/ Nick Wright
Tel: +44 (0) 20 7614 5900
TooleyStreet Communications
Fiona Tooley
Email: fiona@tooleystreet.com
Mobile: +44 (0) 7785 703523
Further Information
1. Introduction
The Board announces that the Company intends to launch a tender
offer pursuant to which up to 6,532,942 Ordinary Shares held by
Qualifying Shareholders would be purchased at a price of GBP4.11
per Ordinary Share, being the mid-market closing price of an
Ordinary Share as at the close of business on 30 November 2020. If
the maximum number of Ordinary Shares under the Tender Offer is
acquired, this will result in an amount of approximately GBP26.9
million being returned by the Company to Qualifying
Shareholders.
The Circular sets out the background to and reasons for the
Tender Offer and why the Directors believe the Tender Offer to be
in the best interests of the Company and its Shareholders as a
whole. The Circular also contains details on the procedure that
should be followed by those Qualifying Shareholders who wish to
participate in the Tender Offer. The Company is seeking
Shareholders' approval of the Tender Offer at a General Meeting to
be held at 10.00 a.m. on 17 December 2020.
Resolutions are also being proposed at the General Meeting to
authorise the Directors to allot and issue Ordinary Shares to Cadoc
Limited, a company associated with Tudor Davies and which, as
previously disclosed in the Company's annual accounts, is entitled
to a success fee of 15 per cent. of the funds realised from the
litigation (excluding litigation costs awarded) with Grant
Thornton. The success fee is proposed to be satisfied by the issue
of Ordinary Shares as set out in paragraph 6 below.
The Board has consulted with the Panel which has agreed that it
will waive any obligation on Cadoc or Harwood to make a general
offer under Rule 9 of the Takeover Code as a result of the Tender
Offer and proposed allotment to Cadoc, provided that the holders of
a majority of the issued Ordinary Shares held by Independent
Shareholders, confirm in writing that they would approve the Rule 9
Waiver, if a resolution to approve the Rule 9 Waiver were put to
the Independent Shareholders at the General Meeting.
2. Tender Offer
Background
On 10 June 2020 the Board announced that it considered that a
large proportion of the cash balances which at that time amounted
to GBP26 million were surplus to current requirements and it may be
appropriate to return surplus cash to shareholders.
The Board proposed a capital reduction to eliminate the deficit
of distributable reserves and generate a surplus of GBP27.15
million which was approved by the Court on 4 August 2020.
As at 30 November 2020, the last practicable date before the
publication of the Circular, the Company had approximately GBP33.8
million in cash. Subject to the passing of the Tender Offer
Resolution by Shareholders at the General Meeting, the Directors'
current intention is to give Qualifying Shareholders the
opportunity to tender their Ordinary Shares through the Tender
Offer for cash. The Tender Offer Resolution will give the Directors
authority to distribute GBP26.9 million to Shareholders through the
Tender Offer.
Benefits of the Tender Offer
The Board considered the various options for returning cash to
Shareholders and determined that the Tender Offer would be the most
appropriate method. In particular, the Tender Offer:
(i) provides Qualifying Shareholders with the choice of whether
or not they wish to tender all, part, or none of their respective
Basic Entitlements; and
(ii) will allow the Company to broaden the return of cash to
include those Qualifying Shareholders whose Ordinary Shares might
not otherwise be purchased by the Company through a general
on-market buy back.
Structure of the Tender Offer
The Tender Offer will be implemented on the basis of Arden
acquiring, as principal, the successfully tendered Ordinary Shares
at the Tender Price. It is expected that Qualifying Shareholders
who successfully tender their Ordinary Shares will receive payment
for such Ordinary Shares by 11 January 2021. In turn, Arden has the
right to require the Company to purchase such Ordinary Shares from
it at the same price under the Option Agreement, details of which
are set out in paragraph 1.3 of Part IV of the Circular. If Arden
does not exercise its right to require the Company to purchase such
Ordinary Shares, the Company has the right - and intends to
exercise such right if Arden has not exercised its right by 11.00
a.m. on the date the results of the Tender Offer have been
announced - to require Arden to sell such Ordinary Shares to it at
the same price. The Company intends to cancel any repurchased
Ordinary Shares.
The Tender Offer will be open to all Shareholders on the
Register on the Tender Offer Record Date, save for those who are
Shareholders subject to the securities laws of a Restricted
Jurisdiction.
Qualifying Shareholders may participate in the Tender Offer by
tendering either all or a proportion of their registered holdings
of Ordinary Shares. Each Qualifying Shareholder will be entitled to
sell their Basic Entitlement under the Tender Offer (subject only
to any scaling back as a result of shareholdings of 100 or fewer
Ordinary Shares being accepted as referred to in paragraph 2.18 of
Part IV of the Circular). The Tender Offer will also present
tendering Qualifying Shareholders with an opportunity to sell an
Individual Excess Tender to the extent that other Shareholders
tender less than their Basic Entitlement.
The Tender Offer is subject to, amongst other things, the
passing of the Tender Offer Resolution.
To the extent that any Shareholders have tendered less than
their Basic Entitlement under the Tender Offer, Individual Excess
Tenders will be accepted in proportion to the Total Excess Tenders
so that the total number of Ordinary Shares purchased pursuant to
the Tender Offer does not exceed 6,532,942. The process by which
Individual Excess Tenders will be scaled back, if necessary, is
described further in paragraph 2.18 of Part IV of the Circular.
As at 30 November 2020, being the latest practicable date before
the publication of the Circular, there are 12,211,163 Ordinary
Shares in issue. Subject to approval of resolutions 3 and 4, a
further 854,722 Ordinary Shares will be issued to Cadoc Limited
before the Tender Offer Record Date making a total of 13,065,885
Ordinary Shares in issue. Should the maximum number of Ordinary
Shares be validly tendered, up to 6,532,942 Ordinary Shares may be
purchased under the Tender Offer for a maximum aggregate
consideration of approximately GBP26.9 million.
The Tender Price for Ordinary Shares tendered by Qualifying
Shareholders under the Tender Offer is GBP4.11 (being the closing
mid-market price of an Ordinary Share on 30 November 2020).
The Tender Offer will close at 1.00 p.m. on 21 December 2020 and
tenders received after that time will not be accepted (unless the
Tender Offer is extended).
Number of Ordinary Shares to be purchased
Successfully tendered Ordinary Shares will be purchased by Arden
free of commission and dealing charges.
Any Ordinary Shares repurchased by the Company from Arden
following the purchase by Arden will be cancelled. Any rights of
Shareholders who do not participate in the Tender Offer will be
unaffected by the Tender Offer.
Circumstances in which the Tender Offer may not proceed
The Tender Offer is conditional on, among other things, the
passing of the Tender Offer Resolution as set out in the Notice of
General Meeting and on satisfaction of the other conditions
specified in Part IV of the Circular.
The Tender Offer is also conditional on there not arising any
material adverse change or certain other force majeure events prior
to the closing of the Tender Offer. Further details of these
conditions are set out in paragraph 2 of Part IV of the
Circular.
Full terms and conditions of the Tender Offer
Full details of the Tender Offer, including the terms and
conditions on which it is made, are set out in Part IV of the
Circular. Some questions and answers related to the Tender Offer
are set out in Part VI of the Circular.
3. Ongoing Authority to buy back Ordinary Shares
Should the number of Ordinary Shares validly tendered under the
Tender Offer be less than the maximum permitted under the terms of
the Tender Offer, and subject to circumstances prevailing following
completion of the Tender Offer, the Board intends to return any
such balance to Shareholders by means of market purchases through
the London Stock Exchange. Shareholders should be aware that the
price which may be paid for an Ordinary Share pursuant to the Buy
Back Resolution, if utilised, may be lower than the Tender Price.
Accordingly, the Board is also proposing the Buy Back Resolution
which will give the Company authority to buy back Ordinary Shares
in the market through the London Stock Exchange following
completion of the Tender Offer, as permitted by the Companies Act
2006. The authority limits the number of Ordinary Shares that could
be purchased to the lower of:
(i) a maximum of 1,831,675 Ordinary Shares (representing
approximately 15 per cent. of the Issued Ordinary Share Capital as
at 30 November 2020 (the latest practicable date before publication
of the Circular); and
(ii) a maximum of such number of Ordinary Shares as equals 15
per cent. of the Company's Issued Ordinary Share Capital
immediately following completion of the Tender Offer.
The authority also sets minimum and maximum prices (with the
latter being linked to the market value of an Ordinary Share at the
relevant time) and will expire at the conclusion of the annual
general meeting of the Company in 2021.
It is the Board's current intention to cancel any Ordinary
Shares that it may purchase pursuant to the Buy Back
Resolution.
If the maximum amount is returned to Shareholders under the
Tender Offer, whilst the Board has no current intention of using
the Buy Back Resolution, if passed by Shareholders, it reserves the
right to buy back Ordinary Shares in the market should it determine
that it would be in the best interests of Shareholders as a whole
to do so at the relevant time.
4. General Meeting to approve the Tender Resolutions and the Buy Back Resolutions
In order to comply with applicable company law, the Tender Offer
requires the approval of Shareholders at a general meeting of the
Company. The Company is convening a General Meeting for 10.00 a.m.
on 17 December 2020 to consider and, if thought fit, pass:
(i) the Tender Offer Resolution to authorise and to approve the
terms under which the Tender Offer will be effected; and
(ii) the Buy Back Resolution to authorise the Company to make
market purchases of the Ordinary Shares following completion of the
Tender Offer.
The Board believes that it is in Shareholders' best interests to
conduct this meeting, and if approved, confirm the results of the
Tender Offer as soon as possible. Both the Tender Offer Resolution
and the Buy Back Resolution must be passed by a majority of at
least 75 per cent. of the votes cast at the General Meeting. The
Company will not purchase Ordinary Shares pursuant to the Tender
Offer unless the Tender Offer Resolution is duly passed.
Shareholders will find enclosed with the Circular a Form of
Proxy for use in connection with the General Meeting. Whether or
not you intend to tender any of your Ordinary Shares under the
Tender Offer you are requested to complete and return the Form of
Proxy as soon as possible and, in any event, so as to be received
by Computershare Investor Services, Corporate Actions Projects,
Bristol, BS99 6AH no later than 10.00 a.m. on 15 December 2020.
Whilst the completion and return of a Form of Proxy will not
preclude Shareholders from attending the General Meeting and voting
in person should they wish to do so, Shareholders are reminded
that, given the current government restrictions with regard to the
COVID 19 pandemic, the Board has decided to prohibit Shareholders
attending the General Meeting in person with the exception of the
minimum number of Directors as Shareholders/proxy holders needed to
form a quorum. Any Shareholder who attempts to attend the General
Meeting in person will be refused entry. As such, voting on the
Resolutions at the General Meeting shall be decided by way of a
poll and not by a show of hands. The Notice of General Meeting is
set out in Part VIII of the Circular.
5. The Takeover Code
Waiver of the obligation to make a general offer under Rule 9 of
the Takeover Code
Harwood Capital LLP is currently interested in 5,905,779
Ordinary Shares representing 48.4 per cent. of the current issued
share capital of the Company. Christopher Mills, as chief executive
and a member of Harwood Capital LLP is deemed to have an interest
in these shares, which are held on a discretionary management basis
for a number of private clients who remain the ultimate beneficial
owners. Tudor Davies, as a private client of Harwood Capital LLP,
has an interest in 32,813 of those shares.
Subject to the passing of the Resolutions at the General
Meeting, the Company will have 13,065,885 issued Ordinary Shares of
which Harwood Capital LLP will be interested in 5,905,779 Ordinary
Shares (including the Ordinary Shares held on behalf of Tudor
Davies) and Cadoc Limited will be interested in 854,722 Ordinary
Shares, representing 45.2 per cent. and 6.5 per cent. respectively
of the then issued voting share capital of the Company.
Both Cadoc and Harwood Capital have entered into irrevocable
undertakings to tender Ordinary Shares equal to their Basic
Entitlement pursuant to the Tender Offer, details of which are
included in paragraph 10 of Part II of the Circular. Assuming the
maximum number of Ordinary Shares is purchased pursuant to the
Tender Offer, the Company will have 6,532,943 issued Ordinary
Shares of which Harwood Capital LLP will be interested in 2,952,890
Ordinary Shares and Cadoc Limited will be interested in 427,361
Ordinary Shares, representing 45.2 per cent. and 6.5 per cent.
respectively of the then issued share capital of the Company.
Due to the relationship between Christopher Mills and Tudor
Davies, and the relationship between Tudor Davies and Cadoc and
Christopher Mills and Harwood, they and their respective concert
parties are presumed to be acting in concert for the purposes of
the Takeover Code ("Concert Party"). Their aggregate holding of
51.7 per cent. gives rise to certain considerations under the
Takeover Code. Brief details of the Takeover Code and the
protection this affords Ordinary Shareholders are described
below.
The Takeover Code is issued and administered by the Panel. The
Takeover Code and the Panel operate to ensure fair and equal
treatment of shareholders in relation to takeovers, and also
provides an orderly framework within which takeovers are conducted.
The Takeover Code applies to all takeovers and merger transactions,
where the offeree company is, among others, a listed or unlisted
public company with its registered office in the United Kingdom,
the Channel Islands or the Isle of Man or falls within certain
categories of private limited companies. The Company is such a
company and accordingly its Shareholders are entitled to the
protection afforded by the Takeover Code.
Under Rule 9 of the Takeover Code, where any person acquires,
whether by a series of transactions over a period of time or by one
specific transaction, an interest (as defined in the Takeover Code)
in shares which (taken together with shares in which he is already
interested and in which persons acting in concert with him are
interested) carry 30 per cent. or more of the voting rights of a
company that is subject to the Takeover Code, that person is
normally required by the Panel to make a general offer to all
remaining shareholders of that company to acquire their shares.
Similarly, where any person, together with persons acting in
concert with him, is interested in shares which in aggregate carry
not less than 30 per cent. of the voting rights of a company, but
does not hold shares carrying more than 50 per cent. of the voting
rights of that company and such person or any such person acting in
concert with him acquires an interest in any other shares which
increases the percentage of shares carrying voting rights in which
he is interested, such person or persons acting in concert with him
will normally be required to make a general offer to all remaining
shareholders to acquire their shares.
An offer under Rule 9 must be made in cash and at the highest
price paid by the person required to make the offer, or any person
acting in concert with him, for any interest in shares of the
company during 12 months prior to the announcement of the
offer.
As noted above, the Concert Party might, as a result of the
Tender Offer and the Proposed Allotment, acquire Ordinary Shares
which carry more than 50 per cent. of the voting rights of the
Company. The Tender Offer and Proposed Allotment might therefore,
absent the Rule 9 Waiver, give rise to an obligation on the Concert
Party to make a general offer for the entire issued share capital
of the Company.
Waiver of Rule 9 obligations
Under Note 1 on the Notes on the Dispensations from Rule 9, the
Panel will normally waive the requirement for a general offer to be
made in accordance with Rule 9 (a "Rule 9 offer") if, inter alia,
those shareholders of the company who are independent of the person
who would otherwise be required to make an offer and any person
acting in concert with him do not have any interest which may
compromise their independence (the "Independent Shareholders") pass
an ordinary resolution on a poll at a general meeting (a "Whitewash
Resolution") approving such a waiver. The Panel may waive the
requirement for a Whitewash Resolution to be considered at a
general meeting (and for a circular to be prepared in accordance
with Section 4 of Appendix 1 to the Takeover Code) if Independent
Shareholders holding more than 50 per cent. of the company's shares
capable of being voted on such a resolution confirm in writing that
they would vote in favour of the Whitewash Resolution were one to
be put to the shareholders of the company at a general meeting.
Confirmations and Acknowledgements
Independent Shareholders holding more than 50 per cent. of the
Company's Ordinary Shares capable of being voted on a resolution to
approve a Whitewash Resolution have confirmed the following:
1. they are the beneficial owner or discretionary manager of the
beneficial owners of 5,189,565 Ordinary Shares in the issued share
capital of the Company representing at the date hereof 42.5 per
cent. of the Company's Issued Ordinary Share Capital carrying
voting rights and have absolute discretion over the manner in which
these shares are voted. These Ordinary Shares are held free of all
liens, pledges, charges and encumbrances;
2. that (a) there is no connection between (1) any Independent
Shareholder and (2) the Concert Party, (b) they do not have any
interest or potential interest (other than in their capacity as a
Shareholder), whether commercial, financial or personal, in the
outcome of the Tender Offer and proposed allotment to Cadoc
Limited, and (c) they are an Independent Shareholder of the Company
as defined above; and
3. that, in connection with the Tender Offer and Proposed
Allotment: (a) they consent to the Panel granting a waiver from the
obligation for the Concert Party to make a Rule 9 offer to the
Shareholders; (b) they consent to the Panel dispensing with the
requirement that the waiver from such obligation be conditional on
a Whitewash Resolution being approved by Independent Shareholders
of the Company at a general meeting; and (c) they would vote in
favour of a Whitewash Resolution (to waive the obligation for the
Concert Party to make a Rule 9 offer upon completion of the Tender
Offer and Proposed Allotment) were one to be put to the Independent
Shareholders of the Company at a general meeting:
In giving the confirmations referred to above, the Independent
Shareholders have acknowledged:
1. that the Panel will approve the waiver from the obligation
for the Concert Party to make a Rule 9 offer without the
requirement for the waiver having to be approved by Independent
Shareholders of the Company at a general meeting;
2. that if no general meeting is held to approve the Whitewash
Resolution to waive the obligation for the Concert Party to make a
Rule 9 offer:
(a) there will not be an opportunity for any other person to
make any alternative proposal to the Company conditional on such
Whitewash Resolution not being approved by Independent Shareholders
of the Company;
(b) there will not be an opportunity for other Shareholders to
make known their views on the Tender Offer and the Proposed
Allotment; and
(c) there will be no requirement for the Company either (i) to
obtain and make known to its Shareholders competent independent
advice under Rule 3 of the Takeover Code on the Tender Offer and
the Proposed Allotment and the waiver of the obligation for the
Concert Party to make a Rule 9 offer or (ii) to publish a circular
to Shareholders of the Company in compliance with Appendix 1 of the
Takeover Code in connection with this matter.
The Board has consulted with the Panel which has agreed that it
will waive any obligation on the Concert Party to make a general
offer under Rule 9 of the Takeover Code as a result of the Tender
Offer and Proposed Allotment, provided that the holders of a
majority of the issued Ordinary Shares, held by Independent
Shareholders, confirm in writing that they would approve the Rule 9
Waiver, if a resolution to approve the Rule 9 Waiver were put to
the Independent Shareholders at the General Meeting.
The holders of a majority of Ordinary Shares, held by
Independent Shareholders, have given that confirmation and the
Board has also now received the Panel's confirmation that the Panel
has granted a waiver of the obligation on the Concert Party to make
a general offer under Rule 9 of the Takeover Code to the extent
that such obligation would otherwise arise as a result of the
Tender Offer and Proposed Allotment.
6. Allotment and Issue of Ordinary Shares to Cadoc
Under the existing arrangements with Cadoc, as previously noted
in the Company's annual accounts, Cadoc is entitled to a success
fee of 15 per cent. of sums recovered by the Company (excluding
litigation costs awarded) pursuant to the now settled litigation
with Grant Thornton. The sum recovered by the Company excluding
litigation costs awarded was GBP23.5 million and accordingly the
sum due to Cadoc is GBP3.53 million which it has been agreed will
be satisfied by the allotment and issue of 854,722 new Ordinary
Shares to Cadoc at GBP4.13 per share.
Cadoc is wholly owned and controlled by members of Tudor Davies'
family and accordingly the issue of the New Ordinary Shares to
Cadoc constitutes a related party transaction under the AIM
Rules.
The Directors currently do not have sufficient authority to
allot the New Ordinary Shares. Accordingly, resolutions 3 and 4,
summarised below, are being proposed at the General Meeting to
ensure that the Directors have sufficient authority to allot all
the New Ordinary Shares on a non-pre-emptive basis.
-- to grant authority to the Directors under section 551 of the
Companies Act 2006 to allot the New Ordinary Shares to Cadoc.
(Resolution 3)
-- subject to and conditional upon the passing of resolution 3,
to empower the Directors, pursuant to section 570(1) of the
Companies Act 2006, to allot the New Ordinary Shares to Cadoc on a
non-pre-emptive basis. Such power shall expire at the conclusion of
the next annual general meeting of the Company. (Resolution 4)
Resolution 3 is an ordinary resolution and requires a majority
of more than 50 per cent. of the votes cast to be passed.
Resolution 4 is a special resolution and requires approval of not
less than 75 per cent. of the votes cast to be passed. Given the
current government restrictions with regard to the COVID 19
pandemic the Board has decided to prohibit Shareholders attending
the General Meeting in person with the exception of the minimum
number of Directors as Shareholders/proxy holders needed to form a
quorum. As such, voting on the Resolutions shall be decided by way
of a poll and not by a show of hands.
The Notice of General Meeting is contained in the Circular and
sets out the Resolutions in full. The General Meeting is to be held
at 10.00 a.m. on 17 December 2020.
7. Irrevocable Undertakings and intentions of the Directors relating to the Tender Offer
The Company has received an irrevocable undertaking from each of
Harwood Capital LLP, Harwood Capital Management (Gibraltar)
Limited, Lombard Odier Asset Management (Europe) Limited, Somers
Limited, UIL Limited and Henderson Global Investors Limited to:
(i) vote in favour of the Resolutions; and
(ii) tender 5,839,504 Ordinary Shares under the Tender Offer,
representing 50 per cent. of their beneficial holding of Ordinary
Shares, and approximately 47.82 per cent. of the Issued Ordinary
Share Capital as at the date of the Circular.
The Company has received an irrevocable undertaking from Cadoc
limited, subject to passing of the resolutions at the General
Meeting, to tender 427,361 Ordinary Shares under the Tender Offer,
representing 50 per cent. of their beneficial holding of Ordinary
Shares once issued.
Further details of these irrevocable undertakings are set out in
paragraph 3 of Part VII of the Circular.
Definitions
The following definitions apply throughout this Announcement,
unless stated otherwise:
AIM Rules the rules applicable to companies governing their admission to AIM, and following
admission
their continuing obligations to AIM, as set out in the AIM Rules for Companies
published by
the London Stock Exchange from time to time
ARAN Message a registrar's adjustment message (as defined in the CREST manual)
Arden Arden Partners Plc, 125 Old Broad Street, London EC2N 1AR
Basic Entitlement in relation to a Qualifying Shareholder, the number representing 50 per cent. of
the aggregate
number of Ordinary Shares registered in the register in his name on the Tender
Offer Record
Date, rounded down to the nearest whole number of Ordinary Shares
Board the board of the Company comprising the Directors
Business Day any day other than a Saturday, Sunday or public holiday on which banks are open
in the City
of London for the transaction of general commercial business
Buy Back Resolution the special resolution numbered 2 to be proposed at the General Meeting, as set
out in the
Notice of General Meeting
certificated form or certificated Ordinary Shares not recorded on the Register as being in uncertificated form in
CREST
Cadoc Cadoc Limited, a company incorporated in England and Wales with registered number
06658568
whose registered office is at 261 High Street, Henley-In-Arden, England, B95 5BG
Circular or Document the circular sent to shareholders
Companies Act 2006 the Companies Act 2006, as amended from time to time
Company AssetCo Plc, a company incorporated in England and Wales with registered number
04966347,
whose registered office is at Singleton Court Business Park, Wonastow Road,
Monmouth, Monmouthshire
NP25 5JA
CREST the system of paperless settlement of trades in securities and the holding of
uncertificated
securities operated by Euroclear UK and Ireland Limited in accordance with the
CREST Regulations
CREST manual the manual, as amended from time to time, produced by Euroclear describing the
CREST system
and supplied by Euroclear to users and participants thereof
CREST Member a person who has been admitted by Euroclear as a system member (as defined in the
CREST Regulations)
CREST Participant a person who is, in relation to CREST, a system participant (as defined in the
CREST Regulations)
CREST Proxy Instruction the instruction whereby CREST Members send a CREST message appointing a proxy for
the General
Meeting and instructing the proxy how to vote and containing the information set
out in the
CREST manual
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended
from time to
time
CREST Sponsor a CREST Participant admitted to CREST as a CREST sponsor
CREST Sponsored Member a CREST Member admitted to CREST as a sponsored member
Directors the Directors of the Company, whose names are set out on page 4 of the Circular
DTRs the Disclosure and Transparency Rules of the FCA Rules
Electronic Tender the inputting and settlement of a TTE Instruction in accordance with the
procedures set out
in Part IV of the Circular Sent to Shareholders which constitutes or is deemed to
constitute
a tender of Ordinary Shares pursuant to and on the terms of the Tender Offer as
set out in
the Circular Sent to Shareholders
Euroclear Euroclear UK & Ireland Limited, the operator of CREST
FCA the Financial Conduct Authority
Form of Proxy the form of proxy to be used in connection with the General Meeting
FSMA Financial Services and Markets Act 2000 (as amended)
General Meeting the general meeting of the Company to be held at 10.00 a.m. on 17 December 2020,
or any adjournment
thereof, notice of which is set out in Part VIII of the Circular
Group means the Company and subsidiary undertakings from time to time
Individual Excess Tender is as defined in paragraph 2.18 of Part IV of the Circular Sent to Shareholders
ISA an individual savings account, a scheme allowing individuals to hold cash,
shares, and unit
trusts free of tax on dividends, interest, and capital gains
Issued Ordinary Share Capital the issued Ordinary Shares in the capital of the Company
Listing Rules means the listing rules of the FCA Handbook
London Stock Exchange London Stock Exchange plc
member account ID the identification code or number attached to any member account in CREST
New Ordinary Shares the 854,722 new Ordinary Shares proposed to be issued by the Company to Cadoc
pursuant to
the agreement referred to in paragraph 6 of Part II of the Circular
Notice of General Meeting the notice of the General Meeting which appears in Part VIII of the Circular
Option Agreement the Tender Offer and Option Agreement between Arden and the Company dated 1
December 2020,
as described in paragraph 1.3 of Part IV of the Circular
Ordinary Shares the ordinary shares of GBP0.10 each in the capital of the Company
Overseas Shareholders a Shareholder who is a resident in, or a citizen of, a jurisdiction outside the
United Kingdom
Participant ID the identification code or membership number used in CREST to identify a
particular CREST
Member or other CREST Participant
Qualifying Shareholder Shareholders who are entitled to participate in the Tender Offer, being those who
are on the
Register on the Tender Offer Record Date and excluding those with registered
addresses in
a Restricted Jurisdiction
Receiving Agent Computershare Investor Services PLC (or Computershare), Corporate Actions
Projects. Bristol,
BS99 6AH
Register the Company's register of members
Regulatory Information Service any of the services set out in appendix 3 of the Listing Rules
Resolutions the resolutions numbered 1, 2, 3 and 4 to be proposed at the General Meeting, as
set out in
the Notice of General Meeting
Restricted Jurisdiction each of the United States, Australia, Canada, Japan, New Zealand and South Africa
and any
other jurisdiction where the mailing of the Circular or the accompanying
documents into or
inside such jurisdiction would constitute a violation of the laws of such
jurisdiction
Rule 9 Waiver the waiver granted by the Panel of the obligation which might otherwise arise
under Rule 9
requiring the Concert Party to make an offer for all of the issued share capital
of the Company
in connection with the Tender Offer and the Proposed Allotment
Shareholder Helpline the helpline available to Shareholders in connection with the Tender Offer in
respect of Ordinary
Shares
Shareholders the holders of the Ordinary Shares
Subsidiary a subsidiary as that term is defined in section 1159 of the Companies Act 2006
Takeover Code the City Code on Takeovers and Mergers
Tender Conditions shall have the meaning given in paragraph 2 of Part IV of the Circular Sent to
Shareholders
Tender Form the form for use by Qualifying Shareholders who hold Ordinary Shares in
certificated form
in connection with the Tender Offer
Tender Offer the invitation by Arden to Qualifying Shareholders to tender Ordinary Shares to
Arden on the
terms and conditions set out in the Circular and also, in the case of
certificated Ordinary
Shares only, the Tender Form
Tender Offer Record Date 6.00 p.m. on 21 December 2020
Tender Offer Resolution resolution 1 to be proposed at the General Meeting
Tender Price GBP4.11 being the price per Ordinary Share at which Ordinary Shares will be
purchased pursuant
to the Tender Offer
TFE Instruction a transfer from escrow instruction (as defined by the CREST manual)
Total Available Shares is as defined in paragraph 2.18 of Part IV of the Circular Sent to Shareholders
Total Excess Tenders is as defined in paragraph 2.18 of Part IV of the Circular Sent to Shareholders
TTE Instruction a transfer to escrow instruction (as defined by the CREST manual)
uncertificated form recorded on the register as being held in uncertificated form in CREST and title
to which,
by virtue of the Uncertified Securities Regulations, may be transferred by means
of CREST
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
United States or U.S. the United States of America, its territories, and possessions, any State of the
United States,
and the District of Columbia
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TENFSLEEFESSESE
(END) Dow Jones Newswires
December 02, 2020 02:00 ET (07:00 GMT)
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Assetco (LSE:ASTO)
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