TIDMLCG
RNS Number : 2200B
London Capital Group Holdings PLC
08 January 2018
8 January 2018
London Capital Group Plc
('London Capital Group' or the 'Company')
Further re. proposed cancellation of admission to trading on
AIM
Notice of General Meeting
As previously announced on 22 December 2017, following
discussions with representatives of the Company's largest
shareholder, GLIO Holdings Limited ("GLIO Holdings"), the Company
has decided to seek shareholder approval to cancel trading in its
ordinary shares on AIM (the "Cancellation").
The Company will shorty post to its shareholders a circular (the
"Circular") in connection with the Cancellation containing a notice
convening a general meeting of the Company (the "General Meeting")
to be held at 10.30 a.m. on 6 February 2018 at the Company's
offices, 77 Grosvenor Street, Mayfair, London, W1K 3JR.
Cancellation will be conditional on the consent of not less than 75
per cent. of votes cast by shareholders in person or by proxy.
Shareholders should note that GLIO Holdings owns 78.14 per cent. of
the Company's issued share capital. GLIO has indicated to the Board
of the Company that it intends to vote in favour of the
cancellation of trading in the Company's shares on AIM.
The Directors (other than the directors who are independent of
GLIO Holdings, being Frank Chapman and Nicholas Lee) believe that
the proposed Cancellation is in the best interests of the Company
and its Shareholders as a whole.
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.ir.lcg.com.
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:
Enquiries:
London Capital Group Holdings
PLC +44 (0)20 7456 7000
Charles-Henri Sabet
Allenby Capital Limited +44 (0)203 328 5656
(Nominated Adviser and
Broker)
John Depasquale and Nick
Naylor
EXTRACTS FROM THE CIRCULAR
The following has been extracted without amendment from, and
should be read in conjunction with, the Circular to Shareholders
dated 8 January 2018, which will be available shortly from the
Company's website: www.ir.lcg.com.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
(All times shall be London local time unless otherwise indicated
below)
Publication of this is document 8 January 2018
Latest time and date for receipt 10:30 a.m. on 4
of Forms of Proxy February 2018
Time and date of General Meeting 10:30 a.m. on 6
February 2018
Last day of dealings in Ordinary 13 February 2018
Shares on AIM
Cancellation of admission of the 14 February 2018
Ordinary Shares to trading on AIM
becoming effective
Each of the times and dates set out in the above timetable and
mentioned in this announcement are subject to change by the Company
in which event details of the new times and dates will be notified
to the London Stock Exchange and the Company will make an
appropriate announcement.
References to times in this document are to London times unless
otherwise stated.
The Cancellation requires the approval of not less than 75 per
cent. of the votes cast by Shareholders at the General meeting.
LETTER FROM THE CHAIRMAN
Proposed cancellation of admission of the Ordinary Shares to
trading on AIM
And
Notice of General Meeting
Following discussions with representatives of GLIO Holdings, its
major shareholder, the Company has decided to seek shareholder
approval to cancel the admission of the Ordinary Shares to trading
on AIM and for the Ordinary Shares to be admitted solely to trading
on the NEX Exchange.
Accordingly, a General Meeting is being convened in order to put
a special resolution to Shareholders to approve the cancellation of
the admission of the Ordinary Shares to trading on AIM.
Cancellation is conditional upon the consent of not less than 75
per cent. of votes cast by Shareholders (in person or by proxy) at
the General Meeting.
Shareholders should note that GLIO Holdings, the Company's
largest shareholder, has an interest in 78.14 per cent. of the
Ordinary Shares. GLIO Holdings has indicated that it intends to
vote in favour of the Resolution as it has decided that the NEX
Exchange would be a more appropriate market for the Ordinary Shares
to be traded on.
The purpose of this document is to provide you with information
about the background to and the reasons for Cancellation, and to
recommend that you vote in favour of the Resolution to be proposed
at the General Meeting, notice of which is set out at the end of
this document.
The Non-Executive Directors independent of GLIO Holdings, being
Frank Chapman and Nicholas Lee, are not recommending that
Shareholders vote in favour of the Resolution and their reasons for
this are set out in the "Recommendation" paragraph below.
Rationale for Cancellation
The rationale given by GLIO Holdings for seeking the
Cancellation is as follows:
-- the costs associated with maintaining admission of the
Ordinary Shares to trading on AIM (including professional, legal,
accounting, broker and nominated adviser costs and fees of the
London Stock Exchange) are now disproportionate to the value
provided by Admission; and
-- like certain other small companies whose shares are admitted
to trading on AIM, AIM only provides the Company with very limited
liquidity which is exacerbated by the Company's small free
float.
In light of the above, it has been concluded by GLIO Holdings
that the NEX Exchange would be a more appropriate market for the
Ordinary Shares to trade on and would enable shareholders to
continue to trade their Ordinary Shares.
Process for and principal effects of Cancellation
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the proposed
Cancellation.
Under the AIM Rules, Cancellation is conditional on the
requisite majority of Shareholders voting in favour of the
Resolution at the General Meeting (being not less than 75 per cent.
of the votes cast). Accordingly, the Resolution set out in the
'Notice' seeks Shareholders' approval for the Cancellation. Subject
to the Resolution approving the Cancellation being passed at the
General Meeting, it is anticipated that trading in the Ordinary
Shares on AIM will cease at the close of business on 13 February
2018 with Cancellation taking effect at 7:30 a.m. on 14 February
2018.
Upon Cancellation becoming effective, Allenby Capital Limited
will cease to act as nominated adviser to the Company and the
Company will no longer be required to comply with the rules and
corporate governance requirements to which companies whose issued
share capital is admitted to trading on AIM are subject to,
including the AIM Rules. Shareholders should note that, the Company
will in certain circumstances remain subject to the provisions of
the City Code, for as long as GLIO Holdings owns more than 50 per
cent. of the Ordinary Shares, it is able to acquire further
Ordinary Shares without the requirement to make an offer for all
the Ordinary Shares.
Admission to the NEX Market
The Ordinary Shares were admitted to trading on the NEX Exchange
on 14 December 2017.
NEX Exchange is a Recognised Investment Exchange aimed at small
to medium enterprises. The market provides a cost-effective
destination for smaller growing companies who require capital to
support their growth.
The Ordinary Shares will continue to be settled through CREST
and existing share certificates will remain valid.
Risks associated with retaining an interest in the Company
following the Cancellation
Shareholders' attention is drawn to the following factors which
should be taken into consideration in assessing how to vote on the
Resolution and whether or not to retain their interests in Ordinary
Shares in the event that Cancellation is approved by the
Shareholders and becomes effective:
-- the Company will no longer be subject to the AIM Rules and
Shareholders will only be able to rely on the protections afforded
to shareholders under applicable English law, the City Code and the
NEX Rules;
-- the levels of disclosure and corporate governance which the
Company may adopt going forward under the NEX Rules may be less
stringent than those for a company whose shares are admitted to
trading on AIM; the Company will no longer benefit from the current
relationship agreement between it and GLIO Holdings, although the
Company and GLIO Holdings may, under the NEX Rules, adopt an
alternative relationship agreement. No such agreement is currently
being contemplated. The current relationship agreement governs the
relationship between the Company and its major shareholder and, in
particular, has a requirement for the Company to maintain a certain
number of independent directors; and
-- there may be personal tax consequences for Shareholders. If
you are in any doubt about your tax position, and/or are subject to
tax in a jurisdiction other than the UK, you should consult an
appropriate independent professional adviser.
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact on them of Cancellation.
The General Meeting
Set out at the end of this document is a notice convening the
General Meeting, to be held on at the offices of the Company at 77
Grosvenor Street, Mayfair, London, W1K 3JR, on 6 February 2018 at
10:30 a.m., at which the Resolution will be proposed.
The Resolution, which will be proposed as a special resolution,
is to approve the Cancellation.
Action to be taken
A Form of Proxy for use by Shareholders at the General Meeting
is appended at the end of this document. Whether or not you intend
to attend the General Meeting, you are requested to complete and
sign the Form of Proxy in accordance with the instructions printed
thereon and to return it to the Company's registrar, Link Asset
Services Limited, PXS1, 34 Beckenham Road, Beckenham BR3 4ZF as
soon as possible, but in any event so as to be received by no later
than 10:30 a.m. on 4 February 2018. The completion and return of a
Form of Proxy will not preclude Shareholders from attending the
General Meeting and voting in person should they so wish.
Recommendation
For the reasons set out above, the Directors (other than the
directors who are independent of GLIO Holdings, being Frank Chapman
and Nicholas Lee) believe that the proposed Cancellation is in the
best interests of the Company and its Shareholders as a whole.
Frank Chapman and Nicholas Lee believe that Cancellation may
reduce liquidity in the trading of the Ordinary Shares as there
will be fewer market makers making a market in the Ordinary Shares.
They also believe that it is likely that Cancellation will reduce
the level of protection afforded to Shareholders which currently
exists under the AIM Rules and the current relationship agreement
between the Company and GLIO Holdings.
The Directors (other than Frank Chapman and Nicholas Lee)
unanimously recommend that Shareholders vote in favour of the
Resolution at the General Meeting as they intend to do in respect
of their own beneficial holdings amounting to, in aggregate,
7,800,000 Ordinary Shares representing approximately 2.06 per cent.
of the total voting rights of the Company.
Yours faithfully
Charles Poncet
Non-executive Chairman
DEFINITIONS
"Act" the Companies Act 2006 of
the United Kingdom, as amended;
"AIM" the market of that name operated
by London Stock Exchange;
"AIM Rules" the AIM Rules for Companies
published by the London Stock
Exchange, as amended from
time to time;
"Board of Directors" the directors of the Company
or the "Directors" whose names are set out on
page 3 of this document or
any duly authorised committee
thereof;
"Business Day" any day upon which the London
Stock Exchange is open for
business and any reference
to business days shall be
clear business days;
"Cancellation" the proposed cancellation
of admission of the Ordinary
Shares on AIM;
"City Code" or "Takeover City code on Takeovers and
Code" Mergers;
"Company" London Capital Group Holdings
plc (company number 4145632);
"CREST" the relevant system (as defined
in the CREST Regulations)
for the paperless settlement
of share transfers and the
holding of shares in uncertificated
form in respect of which
Euroclear UK & Ireland Limited
is the operator (as defined
in the CREST regulations);
"Form of Proxy" the form of proxy for use
by Shareholders in connection
with the General Meeting
and which is appended at
the end of this document;
"FSMA" the Financial Services and
Markets Act 2000, as amended,
including any regulations
made pursuant thereto;
"General Meeting" the general meeting of the
Company to be held at the
offices of the Company at
77 Grosvenor Street, Mayfair,
London, W1K 3JR, on 6 February
2018 at 10. 30 a.m., or any
adjournment thereof, notice
of which is set out at the
end of this document;
"GLIO Holdings" GLIO Holdings Limited, a
company incorporated in Jersey
who hold a 78.14 per cent.
of the Ordinary Shares;
"London Stock Exchange" London Stock Exchange plc;
"NEX" NEX Exchange Limited, a Recognised
Investment Exchange;
"NEX Exchange" the NEX Growth Market, a
market operated by NEX;
"NEX Rules" the NEX Exchange Growth Market
Rules for Issuers as published
by NEX from time to time;
"Notice" the notice convening the
General Meeting, which is
set out at the end of this
document;
"Ordinary Shares" ordinary shares of 5 pence
each in the capital of the
Company;
"Recognised Investment has the meaning given in
Exchange" section 285 of FSMA;
"Resolution" the resolution to be proposed
at the General Meeting as
set out in the Notice;
"Shareholders" the registered holders of
the Ordinary Shares; and
"UK" the United Kingdom of Great
Britain and Northern Ireland.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBPMLTMBAMMLP
(END) Dow Jones Newswires
January 08, 2018 05:02 ET (10:02 GMT)
London Capital Hldgs (LSE:LCG)
과거 데이터 주식 차트
부터 12월(12) 2024 으로 1월(1) 2025
London Capital Hldgs (LSE:LCG)
과거 데이터 주식 차트
부터 1월(1) 2024 으로 1월(1) 2025
