TIDMBAE
RNS Number : 2041H
Beale PLC
11 March 2015
11 March 2015
CORRECTION ANNOUNCEMENT: PROPOSED CONVERSION OF PREFERENCE
SHARES
The following amendments have been made to the Proposed
conversion of preference shares announcement released on 3 March
2015 at 15:02 under RNS No 4296G
Reference to the number of conversion shares has been amended to
"9.99 per cent of the fully diluted issued ordinary share capital
of the Company" in the second and fourth paragraphs.
Two new sentences have been added to the fourth paragraph as
follows:
"The intended date for such conversion as to 2,050,427 Ordinary
Shares (the "New Ordinary Shares"), being 9.99 per cent of current
issued share capital in accordance with the Listing Rules, is 13
March 2015."
"Allotment of the balance of 227,572 Ordinary Shares has been
approved by the Company conditional on cancellation of the listing
of Beales Shares on the standard segment of the UK Listing
Authority's Official List, the application for which was announced
on 5 March 2015 ("de-listing")."
The total number of shares "22,802,796" in the tenth paragraph
has been replaced by "22,575,224" with an explanation that the
figure will be 22,802,796 conditional on the de-listing taking
place.
All other details remain unchanged.
The full amended text is shown below.
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 fully-diluted 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 fully
diluted issued ordinary share capital of the Company. The intended
date for such conversion as to 2,050,427 Ordinary Shares (the "New
Ordinary Shares"), being 9.99 per cent of current issued share
capital in accordance with the Listing Rules, is 13 March 2015.
Allotment of the balance of 227,572 Ordinary Shares has been
approved by the Company conditional on cancellation of the listing
of Beales Shares on the standard segment of the UK Listing
Authority's Official List, the application for which was announced
on 5 March 2015 ("de-listing").
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 22,575,224 Ordinary Shares, none of which will be held in
treasury. Following the de-listing this figure will be 22,802,796.
Each Ordinary Share carries the right to one vote and, therefore,
the total number of voting rights in the Company on Admission will
be 22,575,224 and following the de-listing, 22,802,796. This first
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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