TIDMSAF
RNS Number : 3469V
Safeland PLC
08 April 2019
STRICTLY EMBARGOED UNTIL 7.00 a.m.: 8 April 2019
The information contained within this announcement is deemed by
the Group to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No. 596/2014 ("MAR")
THE TER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR
INTO, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY
OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A
NATIONAL SECURITIES EXCHANGE OF AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA, JAPAN OR THE UNITED STATES.
Safeland plc
("Safeland" or the "Company" or the "Group")
Proposed Tender Offer
and
Proposed cancellation of admission of Ordinary Shares to trading
on AIM
Safeland (AIM: SAF), the property trading and investment
company, announces a proposed tender offer and the proposed
cancellation of the admission of its Ordinary Shares to trading on
AIM conditional on approval by Shareholders.
The Tender Offer provides Shareholders who do not wish to remain
as Shareholders after the Cancellation has taken place with an
opportunity to realise their investment in the Company by accepting
the Tender Offer pursuant to which the Company will, conditionally,
offer to purchase up to 2,974,139 Ordinary Shares at the Tender
Price of 42.5 pence per Ordinary Share, being the closing
mid-market price per Ordinary Share on 5 April 2019 (being the last
practicable date prior to this announcement).
Cancellation and the Tender Offer are conditional, among others,
upon all of the Resolutions being passed at the General Meeting to
be held at 10.00 a.m. on 1 May 2019.
In conjunction with this announcement, a circular will shortly
be posted to Shareholders (the "Circular") setting out the reasons
for, and implications of, the Cancellation and providing further
details on each of the Cancellation and the Tender Offer as well as
an update on current trading. A notice convening the General
Meeting is set out at the end of the Circular. The Circular will be
made available on the Company's website at www.safeland.co.uk.
Cancellation is conditional, pursuant to Rule 41 of the AIM
Rules, upon the approval of not less than 75 per cent. of the votes
cast by Shareholders (whether present in person or by proxy) at the
General Meeting.
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the date of Cancellation.
For further information:
Safeland plc +44 (0) 20 8815 1600
Larry Lipman, Managing Director
Stockdale Securities
(Nominated Adviser and Broker) +44 (0) 20 7601 6100
Tom Griffiths
For more information visit: www.safeland.co.uk
IMPORTANT NOTICE
If Shareholders are in any doubt about the contents of this
announcement or the action they should take, they are recommended
to seek advice from their stockbroker, solicitor, accountant, bank
manager or other appropriately authorised independent financial
adviser authorised under the Financial Services and Markets Act
2000 (as amended) if they are in the United Kingdom or from another
appropriately authorised independent financial adviser if they are
in a territory outside the United Kingdom.
This announcement does not constitute, or form part of, any
offer for or invitation to sell or purchase any securities, or any
solicitation of any offer for, securities in any jurisdiction. Any
acceptance or other response to the Tender Offer should be made
only on the basis of information contained in or referred to in the
Circular. The Circular will contain important information,
including the full terms and conditions of the Tender Offer, which
Shareholders are urged to read carefully. The Tender Offer is not
being made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality of interstate or
foreign commerce of, or any facilities of a national securities
exchange of Australia, Canada, the Republic of South Africa, Japan
or the United States.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements
regarding the Company's and the Directors' intentions, beliefs or
current expectations concerning, amongst other things, the
Company's prospects, growth and strategy. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual performance,
achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in
this Document. In addition, even if the Company's results of
operations, performance, achievements and financial condition are
consistent with the forward-looking statements in this
announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this
announcement speak only as of the date of such statement and (other
than in accordance with their legal or regulatory obligations)
neither the Company nor any of its associates, directors, officers
or advisers undertakes any obligation to update such statements.
Comparisons of results for current and any prior periods are not
intended to express any future trends or indications of future
performance, unless expressed as such, and should only be viewed as
historical data.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2019
Announcement of the Cancellation and Tender 7.00 a.m. on 8 April
Offer
Posting of the Circular, the Tender Forms 8 April
and Forms of Proxy
Tender Offer opens and notice of Cancellation 8 April
provided to the London Stock Exchange
Latest time and date for receipt of Forms 10.00 a.m. on 29 April
of Proxy
Time and date of General Meeting 10.00 a.m. on 1 May
Announcement of result of General Meeting by 6.00 p.m. on 1 May
Latest time and date for receipt of Tender 1.00 p.m. on 7 May
Forms and TTE instructions
Record Date for Tender Offer close of business on
7 May
Announcement of results of Tender Offer 8 May
Expected last day of dealings in Ordinary 9 May
Shares on AIM
Expected time and date of Cancellation 7.00 a.m. on 10 May
Creation of assured payment obligations by 20 May
for Tender Offer proceeds for uncertificated
Ordinary Shares
Despatch of cheques for Tender Offer proceeds by 20 May
and balance share certificates for certificated
Ordinary Shares
Notes:
(1) The dates and times specified are subject to change and will
be notified by the Company through a Regulatory Information
Service. All references to time are to UK time.
(2) Each of Cancellation and the Tender Offer requires the
approval of not less than 75 per cent. of the votes cast by
Shareholders at the General Meeting.
(3) References to close of business in this announcement shall
refer to such time as the reconciliation exercise within CREST has
been completed for that day.
1 Cancellation
Background to, and reasons for, the Cancellation
The Managing Director's Statement of 20 August 2018 published in
the Company's Report and Financial Statements for the year ended 31
March 2018 noted that whilst the Company continued to seek out
value adding opportunities, the generally negative environment with
little current opportunity suggested that it would be prudent for
the Board to review the Company's cost base, including the value of
maintaining the Company's AIM quotation. The Board has now
conducted this review and concluded that Cancellation is in the
best interests of the Company and its Shareholders as a whole. In
reaching this conclusion, the Directors have considered, among
others, the following principal factors:
-- the considerable costs, management time and the legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM are, in the Directors' opinion,
materially disproportionate to the benefits to the Company and
Cancellation will enable the Company to reduce significantly
administrative costs;
-- with regard to the costs, in particular, even though these
have been, so far as reasonably possible, controlled and minimised
by the Company, the Directors believe that these funds could be
better utilised for the benefit of the Company; and
-- the shareholding structure of the Company is such that it has
a limited free float and liquidity in the Ordinary Shares, with the
consequence that the AIM quotation does not offer investors the
opportunity to trade in meaningful volumes or with frequency within
an active market.
Following careful consideration, the Directors believe that it
is in the best interests of the Company and Shareholders to seek
Cancellation at the earliest opportunity.
Process for the Cancellation
Under the AIM Rules, it is a requirement that Cancellation must
be approved by not less than 75 per cent. of votes cast by
Shareholders at a general meeting. Accordingly, the Notice of
General Meeting set out at the end of the Circular contains a
special resolution to approve the Cancellation.
Furthermore, Rule 41 of the AIM Rules requires any AIM company
that wishes the London Stock Exchange to cancel the admission of
its shares to trading on AIM to notify shareholders and to
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date. In
accordance with AIM Rule 41, the Directors have notified the London
Stock Exchange of the Company's intention, subject to Resolution 1
being passed at the General Meeting, to cancel the Company's
admission of the Ordinary Shares to trading on AIM on 10 May 2019.
Cancellation will not take effect until at least five clear
Business Days have passed following the passing of Resolution 1. If
Resolution 1 is passed at the General Meeting, it is proposed that
the last day of trading in Ordinary Shares on AIM will be 9 May
2019 and that Cancellation will take effect at 7.00 a.m. on 10 May
2019.
Principal effects of Cancellation
The principal effects that Cancellation will have on
Shareholders include the following:
-- there will no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares on AIM (or any other
recognised market or trading exchange);
-- while the Ordinary Shares will remain freely transferable and
a matched bargain facility is intended to be set up following
Cancellation (see below for further details), the Ordinary Shares
may be more difficult to sell compared to shares of companies
traded on AIM (or any other recognised market or trading
exchange);
-- it may be more difficult for Shareholders to determine the
market value of their investment in the Company at any given
time;
-- the Company will no longer be required to comply with the AIM
Rules (and accordingly, Shareholders will no longer be afforded the
protections given by the AIM Rules). In particular:
o the Company will not be bound to make any public announcements
of material events, or to announce interim or final results, comply
with any of the corporate governance practices applicable to AIM
companies, announce substantial transactions and related party
transactions, or comply with the requirement to obtain shareholder
approval for reverse takeovers and fundamental changes in the
Company's business;
o Stockdale Securities Limited will cease to be the Company's
nominated adviser and broker and the Company will cease to retain a
nominated adviser and broker;
-- the Company will no longer be subject to the Market Abuse
Regulation regulating inside information;
-- the Company will no longer be subject to the Disclosure
Guidance and Transparency Rules and will therefore no longer be
required to publicly disclose major shareholdings in the
Company;
-- whilst the Company's CREST facility will remain in place
following the Cancellation, the Company's CREST facility may be
cancelled in the future and, although the Ordinary Shares will
remain transferable, they may cease to be transferable through
CREST. In this instance, Shareholders who hold Ordinary Shares in
CREST will receive share certificates; and
-- Cancellation might have either positive or negative taxation
consequences for Shareholders (Shareholders who are in any doubt
about their tax position should consult their own professional
independent adviser immediately).
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of Cancellation on them.
Following Cancellation:
-- the Company will remain a public company registered with the
Registrar of Companies in England and Wales in accordance with and
subject to the Companies Act 2006. The Board will consider
re-registering the Company as a private company in due course and
will update the Shareholders further on this matter as
appropriate;
-- the Takeover Code will continue to apply to the Company
(although it should also be noted that as the Major Shareholders
own in excess of 50 per cent. of the existing Ordinary Shares, they
are free to acquire further Ordinary Shares without incurring any
obligation under Rule 9 of the Takeover Code);
-- the Board intends to continue to maintain the Company's
website (https://safeland.co.uk/) and to post updates on that
website from time to time, although as described above,
Shareholders should be aware that there will be no obligation on
the Company to include the information required under Rule 26 of
the AIM Rules or to update the website as required by the AIM
Rules; and
-- the Board confirms that there is currently no intention to change the existing Directors.
Matched bargain facility
Shareholders should note that they are able to trade in the
Ordinary Shares on AIM prior to Cancellation.
The Board is aware that Cancellation, should it be approved by
Shareholders at the General Meeting, would make it more difficult
for Shareholders to buy and sell Ordinary Shares should they wish
to do so. Therefore, the Company has made arrangements for a
matched bargain facility to assist Shareholders to trade in the
Ordinary Shares to be put in place from the day of
Cancellation.
Following Cancellation becoming effective, the Company is
appointing Asset Match Limited ("Asset Match") to facilitate
trading in the Ordinary Shares. Asset Match, a firm authorised and
regulated by the Financial Conduct Authority, will operate an
electronic off-market dealing facility for the Ordinary Shares.
This facility will allow Shareholders to trade their Ordinary
Shares by matching buyers and sellers through quarterly auctions.
Shareholders will continue to be able to hold their shares in
uncertificated form (i.e. in CREST) and should check with their
stockbroker that they are able to trade in unquoted shares.
The Asset Match trading facility operates under its own code of
practice which governs the behaviour of participants and the
running of the auctions. Asset Match operates an open auction
system where volumes of bids and offers at different prices are
displayed on its website. The platform uses a non-discretionary
algorithm that determines a "fair" share price based on supply and
demand and allocates transactions accordingly. Bids and offers may
be made, amended or withdrawn at any time before the end of the
quarterly period. Shareholders wanting to trade shares through
Asset Match must do so through a stockbroker. The preferred broker
is The Share Centre www.share.com. Full details of Asset Match can
be found at www.assetmatch.com.
Shareholders should note that there can be no guarantee that the
matched bargain facility will remain available on a continuous
basis or at all.
2 The Tender Offer
The Board recognises that not all Shareholders will wish to
continue to own Ordinary Shares in the Company following
Cancellation. Eligible Shareholders will therefore have the
opportunity to tender, pursuant to the Tender Offer some or all of
their Ordinary Shares at the Record Date.
At the Company's 2018 annual general meeting, the Shareholders
authorised the Company to make market purchases of up to 2,234,616
Ordinary Shares. Of that authority, the Company has purchased, in
aggregate, 125,285 Ordinary Shares (as announced in November 2018),
leaving it with authority to purchase a further 2,109,331 Ordinary
Shares.
There are currently 14,782,095 Ordinary Shares in issue, and the
Major Shareholders own 11,807,956 Ordinary Shares, representing
approximately 79.88 per cent. of the Company's issued share
capital. As described in paragraph 4 below, the Major Shareholders
have irrevocably undertaken not to participate in the Tender Offer.
In order for the Tender Offer to allow all remaining Shareholders
the opportunity to tender all of their Ordinary Shares, Resolution
2 has been proposed, which, if passed, will provide the Company
with the authority to make market purchases of an additional
864,808 Ordinary Shares.
Under the terms of the Tender Offer, Eligible Shareholders are
entitled to tender some or all of the Ordinary Shares held by them
on the Record Date.
The Tender Offer will close at 1.00 p.m. on 7 May 2019.
The Tender Price will be paid to Eligible Shareholders in
Sterling and will be effected by the despatch of cheques or the
crediting of CREST accounts as appropriate.
The Tender Offer is not being made available to Shareholders
with a registered address in a Restricted Jurisdiction. Overseas
Shareholders should note that they should satisfy themselves that
they have fully observed any applicable legal requirements under
the laws of their relevant jurisdiction if they tender Ordinary
Shares in the Tender Offer. The attention of Shareholders with
registered addresses outside the United Kingdom is drawn to the
paragraph headed "Overseas Shareholders" in Part 2 of the
Circular.
Eligible Shareholders who hold Ordinary Shares in certificated
form will also find accompanying the Circular a personalised Tender
Form for use in connection with the Tender Offer. Eligible
Shareholders who wish to tender some or all of the Ordinary Shares
registered in their name on the Record Date should complete the
Tender Form in accordance with the instructions printed thereon and
in Part 2 of the Circular and return it by post or by hand (during
normal business hours) to Link Asset Services, Corporate Actions,
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no
later than 1.00 p.m. on 7 May 2019. Shareholders who hold Ordinary
Shares in certificated form should also return their share
certificate(s) in respect of the Ordinary Shares tendered with the
Tender Form.
Shareholders whose Ordinary Shares are held in uncertificated
form who wish to participate in the Tender Offer should send the
TTE instruction through CREST so as to settle by no later than 1.00
p.m. on 7 May 2019. Such Shareholders should comply with those
procedures set out in Part 2 of the Circular in respect of
transferring uncertificated Shares to escrow through CREST.
Further details of the terms and conditions of the Tender Offer
and how an Eligible Shareholder is able to tender Ordinary Shares
are set out in Part 2 of the Circular.
3 Current trading
During the year ended 31 March 2019, the Group sold five
investment properties in North London for an aggregate book loss of
approximately GBP0.145 million.
The Group took possession of four houses as part and final
consideration for the sale of the Chandos Tennis Club. The
consideration payable for the sale of the tennis club in 2014
comprised GBP4.0 million in cash (which was received in 2014) and
the balance was to be satisfied by way of transfer to the Company
of four detached houses (valued at the time by the Company's
directors, in aggregate, at GBP9.2 million) in the completed
development. The Group has sold two of the houses for a total of
GBP2.1 million each after fees. The other two houses have been let
to third parties at an aggregate annual rental of GBP0.28
million.
All three houses in the Edeleny Close development and all
eighteen apartments in the Raglan Hall development have been let to
third parties at an annual rent of GBP0.525 million.
In October 2018, the Group acquired North Downs Golf Club
("North Downs" or the "Club") based in Woldingham, Surrey. North
Downs is a well-established 18-hole golf course with a 664 square
metre clubhouse together with a golf shop and reception. The total
consideration payable for this freehold property was GBP1.065
million in cash. The Company intends to invest in developing the
Club's existing facilities to enhance the Club's appeal to both
existing and new members.
In November 2018, the Group acquired Market Walk, a shopping
mall in Northampton, for GBP0.646 million plus fees in cash.
The site at 12-18 High Road, East Finchley on which planning
permission was granted, continues to be held for either onward sale
or development.
Current trading continues to be constrained by the current
economic conditions and political outlook. While the Company
continues to pursue acquisition opportunities, the Directors
believe that the cautious environment verges on stagnation which
may continue for some time.
4 Irrevocable Undertakings
The Board has received irrevocable undertakings from the Major
Shareholders (together, representing approximately 79.88 per cent.
of the Ordinary Shares), to vote in favour of the Resolutions and
not to participate in the Tender Offer. Accordingly, if the Tender
Offer is accepted in full, their aggregate shareholdings in the
Company will increase to 100 per cent.
5 Recommendation
The Board considers that the Tender Offer and Cancellation to be
in the best interests of Shareholders as a whole. Accordingly, the
Board recommends that Shareholders vote in favour of the
Resolutions, as they have undertaken to do in respect of their own
holdings of Ordinary Shares and Ordinary Shares under their control
representing, in aggregate, approximately 79.88 per cent. of the
issued share capital of the Company.
The Board is making no recommendation to Shareholders in
relation to participation in the Tender Offer. Whether or not
Shareholders decide to tender their Ordinary Shares will depend,
amongst other things, on their own individual circumstances,
including their own tax position. Shareholders are recommended to
consult an appropriately authorised independent adviser in
determining whether or not to participate in the Tender Offer and
to the extent of such participation.
DEFINITIONS
AIM the market of that name
operated by the London
Stock Exchange
AIM Rules the AIM Rules for Companies
of the London Stock Exchange
Board or Directors the board of directors
of the Company from time
to time
Business Day a day, not being a public
holiday, Saturday or Sunday
on which clearing banks
in London are open for
business
Cancellation the proposed cancellation
of admission of the Ordinary
Shares to trading on AIM
as described in the Circular
certificated or in certificated form an Ordinary Share which
is not in uncertificated
form
Company Safeland plc
CREST the relevant system (as
defined in the CREST Regulations)
in respect of which Euroclear
is the Operator (as defined
in the CREST Regulations)
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 Regulations the Uncertificated Securities
Regulations 2001 (SI 2001/3755),
as amended, and any applicable
rules made thereunder
CREST sponsor a CREST participant admitted
to CREST as a CREST sponsor
being a sponsoring system-participant
(as defined in the CREST
Regulations)
Eligible Shareholder a Shareholder entitled
to participate in the Tender
Offer, being a shareholder
who is on the Register
on the Record Date save
for: (i) Shareholders located
in a Restricted Jurisdiction;
and (ii) Shareholders who
have irrevocably undertaken
to the Company to refrain
from tendering their Ordinary
Shares pursuant to the
Tender Offer
Euroclear Euroclear UK & Ireland
Limited
Form of Proxy the form of proxy for use
by Shareholders in connection
with the General Meeting
General Meeting the general meeting of
the Company notice of which
is set out at the end of
the Circular
Group the Company and its subsidiary
undertakings (as defined
in the Companies Act 2006)
London Stock Exchange London Stock Exchange plc
Major Shareholders Larry Lipman, Errol Lipman
and Safeland Holdings (2008)
Corporation
Ordinary Shares ordinary shares of GBP0.05
each in the capital of
the Company
Overseas Shareholders Eligible Shareholders who
are citizens or nationals
of, or resident in, jurisdictions
outside the United Kingdom
Record Date close of business on 7
May 2019
Register the register of members
of the Company
Resolutions the resolutions to be proposed
at the General Meeting
Restricted Jurisdiction each of United States,
Canada, Australia, South
Africa or Japan and any
other jurisdiction where
the extension or acceptance
of the Tender Offer, or
where sending or making
available information concerning
the Tender Offer to Shareholders
in such jurisdiction, would
violate the laws or regulations
of that jurisdiction or
may result in a risk of
civil, regulatory or criminal
penalties if information
concerning the Tender Offer
is sent or made available
to a Shareholder of that
jurisdiction
Regulatory Information Service has the meaning given to
it in the AIM Rules
Shareholders holders of Ordinary Shares
Sterling the currency of the UK
Takeover Code the City Code on Takeovers
and Mergers
Tender Form the tender form accompanying
the Circular for use by
Eligible Shareholders who
hold Ordinary Shares in
certificated form in connection
with the Tender Offer
Tender Offer the invitation by the Company
to Eligible Shareholders
to tender Ordinary Shares
for conditional purchase
by the Company on the terms
and subject to the conditions
set out in the Circular
and the Tender Form
Tender Price 42.5 pence per Ordinary
Share
TTE instruction a transfer to escrow instruction
(as defined by the CREST
manual issued by Euroclear)
uncertificated or in uncertificated recorded on the Register
form as being held in uncertificated
form in CREST and title
to which, by virtue of
the CREST Regulations,
may be transferred by means
of CREST
UK the United Kingdom of Great
Britain and Northern Ireland
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCKMGGDKKLGLZM
(END) Dow Jones Newswires
April 08, 2019 02:00 ET (06:00 GMT)
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