Beale PLC Proposed conversion of preference shares (4296G)
04 3월 2015 - 12:02AM
UK Regulatory
TIDMBAE
RNS Number : 4296G
Beale PLC
03 March 2015
3 March 2015
Beale plc
("Beales" or the "Company")
Proposed conversion of preference shares
Further to the announcement of 20 February 2015 that the
recommended cash offer for Beales by English Rose ("theOffer") had
been declared unconditional in all respects, under the terms of the
Company's Articles, all the outstanding convertible preference
shares issued by the Company ("Convertible Preference Shares") are
required to be redeemed.
The Company has insufficient distributable profits and reserves
to enable it to make payment to the holders of Convertible
Preference Shares to satisfy such redemption. The Articles provide
that if the Company fails to redeem any of the Convertible
Preference Shares on their due date, the holders are entitled to
convert Convertible Preference Shares into new ordinary shares in
the Company ("Ordinary Shares"), subject to the new Ordinary Shares
issued representing not more than 9.99 per cent by nominal value of
the issued ordinary share capital of the Company.
The nominal value of Convertible Preference Shares required to
be converted on exercise of this conversion right is obtained by
taking the nominal value of the Convertible Preference Shares,
which is GBP1 per Convertible Preference Share, and calculating the
number of Ordinary Shares which such amount would be capable of
purchasing at a price calculated by reference to the average of the
closing middle market quotations therefor (as derived from the
Daily Official List of London Stock Exchange) over the 10 dealing
days prior to the date for conversion, the date for conversion
being at least 10 business days after notice of exercise by the
holder of Convertible Preference Shares.
Central England Co-operative Limited, the registered holder of
983,953 Convertible Preference Shares, has notified the Company
that it will not exercise its right to convert any Convertible
Preference Shares into Ordinary Shares. However, in accordance with
paragraph 3 of Part I of the Offer Document, Beales has received
notice from Portnard, being the registered holder of 7,000,000
Convertible Preference Shares, that it is exercising its right to
convert a portion of its Convertible Preference Shares into
2,277,999 Ordinary Shares, representing 9.99 per cent of the issued
ordinary share capital of the Company. The intended date for such
conversion is 13 March 2015. Portnard (owned by Andrew Perloff and
family trusts of Andrew and Harold Perloff (Andrew Perloff's
brother)) is acting in concert with English Rose. The Offer was
made for the issued and to be issued Ordinary Shares and Portnard's
acceptance of the Offer in respect of the converted Ordinary Shares
will accordingly be counted towards acceptances for the Offer.
The remaining Convertible Preference Shares will remain in issue
in accordance with the terms of the Company's Articles.
Applications will be made to the Financial Conduct Authority for
the new Ordinary Shares to be admitted to the standard segment of
the Official List and to the London Stock Exchange for the new
Ordinary Shares to be admitted to trading on its main market for
listed securities ("Admission").
Admission is expected to become effective, and dealings in the
new Ordinary Shares are expected to commence, at 8.00 a.m. on 13
March 2015.
Following Admission, the new Ordinary Shares will rank pari
passu in all respects with the existing Ordinary Shares.
On Admission, the Company's issued ordinary share capital will
comprise 22,802,796 Ordinary Shares, none of which will be held in
treasury. Each Ordinary Share carries the right to one vote and,
therefore, the total number of voting rights in the Company on
Admission will be 22,802,796. This figure may be used by Beales
Shareholders and other investors as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure and Transparency Rules.
Capitalised terms used in this announcement that are not
otherwise defined have the meanings ascribed to them in the Offer
Document dated 29 January 2015.
Further Information
Beale PLC Tel: 01202 552 022
Michael Hitchcock, Chief Executive
Shore Capital Tel: 0207 408 4090
Anita Ghanekar
Edward Mansfield
Buchanan Tel: 0207 466 5000
Charles Ryland
Sophie McNulty
Gabriella Clinkard
This information is provided by RNS
The company news service from the London Stock Exchange
END
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