TIDMBML
RNS Number : 4173L
Balmoral International Land PLC
02 August 2011
Balmoral International Land plc
Proposed Reorganisation of Group Structure and Cancellation of
admission to trading on ESM and AIM
Balmoral International Land plc ("Balmoral" or the "Company")
announces that, subject to shareholder approval, it intends to
reorganise its group structure (the "Reorganisation") and to cancel
its admission to trading on ESM and AIM (the "Cancellation").
Balmoral is posting a circular today to its shareholders in
connection with these proposals (the "Circular").
Under the proposed Reorganisation, it is intended to establish a
new group holding company, Balmoral International Land Holdings plc
("Balmoral Holdings"), which will hold all of the ordinary shares
in the Company. Under ESM and AIM Rules, it is not possible to seek
admission to trading of Balmoral Holdings on ESM and AIM; however,
it is the intention of the Board to seek admission to trading of
the new holding company on a publicly quoted market as soon as this
is practically feasible in the future.
Subject to the approval of the Reorganisation and Cancellation,
all eligible shareholders on the Balmoral share register at 6.00pm
on Tuesday, 23 August 2011, will in due course receive one new
share in Balmoral Holdings for each existing Balmoral share held.
It is expected that the last day for dealings in Balmoral ordinary
shares on ESM and AIM will be 1 September 2011. The expected date
of cancellation of admission to trading on ESM and AIM will be at
7.00am on 2 September 2011.
The Circular includes a notice of an extraordinary general
meeting of the Company ("EGM") to take place at 11.00am on
Thursday, 25 August 2011, in the Morrison Hotel, Ormond Quay,
Dublin 1.
Background to and reasons for the Reorganisation and
Cancellation
The global economic downturn, resulting in a major shortage of
credit and liquidity, has had an acute negative impact on the
property sector, both internationally and locally. This, in turn,
has considerably constrained the Company's ability to operate
successfully and has caused the Group to limit its recent activity
to the management and improvement of its existing assets and the
control of costs. However, the current situation also potentially
provides significant market opportunities for those with the
resources to take advantage of them.
The Board is committed to protecting and preserving value for
shareholders. In order to assist with the stabilisation and
development of the Company and to help to optimise returns to
shareholders in the long-term, the Board has been considering
possible ways of improving the capital base and funding
possibilities of the Group.
The Directors believe that, as a precursor to raising new equity
and/or securing new medium to long term banking facilities, it is
necessary to adopt a new Group structure. The Board has concluded
that, in conjunction with seeking to renegotiate its current
banking facilities with its existing lenders, a new unencumbered
Group holding company is required in order to facilitate, at the
appropriate time, the raising of new equity from either current
Shareholders and/or new shareholders as well as the arrangement of
new banking facilities with either current lenders and/or new
lenders. Successful strengthening of the Group's capital position,
will, in turn, underpin its future as well as afford it the
possibility of benefitting from present and future opportunities in
the property sector.
The completion of the reorganisation will result in the
cancellation of admission to trading of the Company's ordinary
shares on ESM and AIM. The current capital constraints on the Group
mean that it is not possible under the ESM and AIM Rules to seek
admission to trading on ESM and AIM of the new ordinary shares
which will be issued to shareholders pursuant to the
Reorganisation.
It is important to note that, following the implementation of
the Reorganisation, it is the intention of the Group to continue to
follow the same corporate governance standards and business
activities as before. Moreover, it is the intention of the Board to
seek admission to trading of the new holding company to a publicly
quoted market as soon as this is practically feasible in the future
and to provide for grey market trading in the meantime.
Extraordinary General Meeting
The Reorganisation and the Cancellation are subject to the
approval of Balmoral's shareholders. Accordingly, an EGM has been
scheduled to take place at 11.00am on Thursday, 25 August 2011, in
the Morrison Hotel, Ormond Quay, Dublin 1.
The Board believes that the proposed Reorganisation and
Cancellation to be in the best interests of Balmoral and its
shareholders as a whole and is recommending that shareholders vote
in favour of the resolutions as set out in the Notice of EGM in the
Circular.
Availability of Documents
Copies of the Circular are available for inspection at Arthur
Cox Solicitors, Earlsfort Centre, Earlsfort Terrace, Dublin 2. The
Circular is also available on the Balmoral website,
www.bilplc.com.
Shareholders are recommended to read the whole of the Circular
and not rely solely on the summarised information contained in this
announcement.
Annual General Meeting
In the interests of containing costs, the Board has decided to
hold Balmoral's Annual General Meeting (the "AGM") on the same day
as the EGM. Accordingly, the AGM is scheduled to take place at
11.30am on Thursday, 25 August 2011 in the Morrison Hotel, Ormond
Quay, Dublin 1, immediately after the EGM.
The Notice convening the AGM has been posted to shareholders
along with the Circular and is now available on the Company's
website, www.bilplc.com.
Trading Update
Despite some signs of a recovery in activity in some market
segments and geographies toward the end of 2010, the first six
months of 2011 have proved to be another disappointing period for
the property sector. Further declines in values have been recorded
in Ireland though these have been partially offset by some
improvements in the UK and a generally unchanged position on the
Continent. As a result, the Board currently anticipates that the
Group's net assets per share at 30 June 2011 will be in the range
of EUR0.043 to EUR0.046 per share compared to EUR0.0514 per share
at 31 December 2010.
Balmoral International Land plc
2 August 2011
For further information, please contact:
Brian Bell, Wilson Hartnell PR
Tel: +353-1-669 0030
This information is provided by RNS
The company news service from the London Stock Exchange
END
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