TIDMSTL
RNS Number : 9894J
Stilo International PLC
23 August 2019
Stilo International Plc
(the "Company")
Proposed Buyback, Tender Offer and De-Listing
The Company today announces that a circular (the "Circular")
will be sent to Shareholders later today detailing the following
proposals:
-- the proposed cancellation of the admission to trading of the
Ordinary Shares on AIM (the "De-Listing");
-- the proposed buyback of 15,265,359 Ordinary Shares in
aggregate from Brewin Nominees Limited, BDS Nominees Limited and
Giltspur Nominees Limited at 1 pence per Ordinary Share;
-- a tender offer, closing at 1.00 pm on 13 September 2019, for
up to 14,734,641 Ordinary Shares representing approximately 14.93
per cent of the Ordinary Shares in issue following the buyback of
Ordinary Shares from Brewin Nominees Limited, BDS Nominees Limited
and Giltspur Nominees Limited at 1 pence per Ordinary Share (the
"Tender Offer");
-- the proposed re-registration of the Company as a private
limited company (the "Re-registration"); and
-- the replacement of the Current Articles with the New Articles.
The Circular sets out the terms of the Buyback, the Tender Offer
and incorporates a notice of a General Meeting to be held on 30
September 2019 at which resolutions to approve the Proposals will
be proposed.
Buyback
Holding 13.40 per cent of the voting rights, Brewin Nominees,
BDS Nominees and Giltspur Nominees have agreed to support the
Company's De-Listing on the basis that the Company will buy back
the Brewin Nominees Shares at the Tender Offer Price.
Under the Brewin Nominees Purchase Contracts, the Company has
conditionally agreed to purchase the Brewin Nominees Shares at 1
pence per Ordinary Share. The Company's purchase of the Brewin
Nominees Shares pursuant to the Brewin Nominees Purchase Contracts
is, inter alia, conditional on the Brewin Nominees Purchase
Contracts being authorised by a shareholders' resolution
(Resolution 1), at which Brewin Nominees, BDS Nominees and Giltspur
Nominees will not vote their shares.
Tender Offer
The Board recognises that not all Ordinary Shareholders will be
able or willing to continue to own Ordinary Shares following the
De-Listing. Subject to the Tender Conditions being satisfied,
Qualifying Shareholders will therefore have the opportunity to
tender all or some of their Ordinary Shares at the Record Date
pursuant to the Tender Offer.
Under the Tender Offer, the Company will purchase up to
14,734,641 Ordinary Shares (representing approximately 14.93 per
cent of the Ordinary Shares in issue following the buyback of the
Brewin Nominees Shares) from Qualifying Shareholders at 1 pence per
share. The Tender Offer Price represents:
-- a discount of approximately 31 per cent. over the closing
mid-market price of an Ordinary Share on 22 August 2019, being the
last dealing day before the date of this announcement; and
-- a discount of approximately 23 per cent. over the 30 day
volume weighted average share price of an Ordinary Share on 22
August 2019, being the last dealing day before the date of this
announcement.
De-Listing
Pursuant to Rule 41 of the AIM Rules, the Directors have
notified the London Stock Exchange of the intention to cancel the
admission of Ordinary Shares to trading on AIM, subject to
Shareholder approval. Under the AIM Rules, it is a requirement that
the De-Listing is approved by the requisite majority of Shareholder
voting (being not less than 75. per cent of the votes cast).
Subject to the resolutions approving the De-Listing and the
Re-registration being passed, it is anticipated that the De-Listing
will become effective on 8 October 2019 and the Re-registration
will take effect on 29 October 2019.
Further details of the proposals are set out below.
EXPECTED TIMETABLE
Announcement of proposed De-Listing Friday 23 August 2019
and Tender Offer, posting of
this document, Proxy Form and
Tender Form to Shareholders and
Tender Offer opens
Closing of Tender Offer - Latest 1.00 pm on Friday 13 September
time and date for receipt of 2019
Tender Forms and TTE Instructions
in relation to the Tender Offer
Record Date for Tender Offer 6.00 pm on Friday 13 September
2019
Announcement of results of Tender Monday 16 September 2019
Offer
Purchase Contract and Brewin From Monday 16 September
Nominees Purchase Contracts available to Monday 30 September
for inspection 2019
Latest date for receipt of Proxy Saturday 28 September
Form (to be received no later 2019
than 48 hours before the General
Meeting)
General Meeting 11.00 am on Monday 30
September 2019
Announcement of the results of Monday 30 September 2019
General Meeting
Purchase of Tender Offer Shares Thursday 3 October 2019
and Brewin Nominees Shares
Cancellation of Tender Offer Thursday 3 October 2019
Shares and Brewin Nominees Shares
Despatch of cheques for Tender Thursday 3 October 2019
Offer proceeds
CREST accounts credited with Thursday 3 October 2019
Tender Offer proceeds and proceeds
of acquisition of Brewin Nominees
Shares
Despatch of share certificates Thursday 3 October 2019
in respect of any revised holdings
of Ordinary Shares following
the Tender Offer, and any Ordinary
Shares held in CREST not tendered
pursuant to the Tender Offer
De-Listing and cancellation of Tuesday 8 October 2019
admission of the Ordinary Shares
to trading on AIM
Re-registration of the Company Tuesday 29 October 2019
as a private limited company
If any of the above times and/or dates change, the revised times
and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service.
All times are references to London time.
All events in the above timetable following the GM are
conditional, inter alia, upon the approval of the Resolutions.
The De-Listing requires the approval of not less than 75 per
cent. of the votes cast by Shareholders at the General Meeting.
Capitalised terms in this announcement (unless otherwise
defined) have the same meanings as set out in the Circular.
Copies of the Circular will shortly be available on the
Company's website (www.stilo.com/investor-resources/).
For further information please contact:
Stilo International plc
Les Burnham, Chief Executive T +44 (0)1793 441444
SPARK Advisory Partners Ltd (Nominated
Adviser)
Neil Baldwin T +44 (0) 203 368 3554
Mark Brady T +44 (0) 203 368 3551
SI Capital Ltd (Broker)
Nick Emerson T +44 (0) 1483 413500
1. De-Listing
1.1. Reasons for the De-Listing
The Board has conducted a review of the benefits and drawbacks
to the Group retaining its listing on AIM and maintaining its
existing corporate structure. The Board believes that the
De-Listing is in the best interests of the Company and its
Shareholders as a whole. In reaching this conclusion, the Board has
considered the following key factors:
-- there is, and has been for some time, a lack of liquidity in
the Ordinary Shares such that there is a very limited market for
the Ordinary Shares;
-- there is limited trading of the Ordinary Shares. Over the
past 12 months 22,970,000 Ordinary Shares were traded representing
approximately 20.2 per cent. of the issued share capital and giving
an average daily volume of approximately 91,150 Ordinary
Shares;
-- the Company estimates that it could save annualised costs of
at least GBP120,000, being incremental costs resulting from the
Company being a plc with a listing on AIM - this includes fees
payable to Brokers, the Nominated Adviser, the Registrar and AIM as
well as incremental legal accounting and auditing fees, and time
spent by the Board on dealing with continuing obligations
associated with Stilo being on the AIM market. These specific
annualised costs are seen as significant in the context of Stilo's
financial results: a pre-tax profit of GBP139,000 in the year ended
31 December 2018 and (unaudited) pre-tax loss of GBP29,000 in the 6
months ended 30 June 2019;
-- accordingly, the costs associated with maintaining the AIM
quotation are considered by the Directors to be disproportionately
high when compared to the benefits of being listed on AIM, even
though these costs have been, so far as reasonably possible,
controlled and minimised by the Company. The Board believes that
these funds could be better utilised for the benefit of the
Company;
-- one of the main benefits of a company being listed on AIM is
to issue new shares to raise additional funds for investment or to
issue new shares as consideration for acquisitions. The Board has
not utilised its shares for such purposes for over 10 years. The
Board's strategy is to continue to grow organically and has no
present intention of issuing shares to either raise new funds for
investment or for acquisition;
-- the management time and the legal and regulatory burden
associated with maintaining the Company's admission to trading on
AIM is, in the Directors' opinion, disproportionate to the benefits
to the Company;
-- the Directors believe that the Company's AIM-quoted status -
in which the Company has a tangible share price and hence a
perceived "value" - has presented a significant barrier, in
practice, in advancing M&A discussions with potential
acquisition candidates. Additionally, the Board's experience is
that many privately-owned companies are not attracted by the
prospect of acquiring, or becoming part of, a publicly traded
company. The Directors believe that if the Company was off the
market, it might be possible to command a much higher company
valuation than that which is currently reflected in our share
price.
1.2. Effect of De-Listing
The principal effects of the De-Listing will be that:
-- Shareholders will no longer be able to buy and sell Ordinary
Shares through a public stock market, further reducing the
liquidity in the Ordinary Shares;
-- the Company will no longer be required to announce material
events or interim results through a regulatory news service,
although the Company will continue to release important news
through its website;
-- the Company will adopt the New Articles, but will otherwise
no longer be required to comply with many of the corporate
governance requirements applicable to companies traded on AIM;
-- the Company will no longer be subject to the Disclosure
Guidance and Transparency Rules and will therefore no longer be
required to disclose major shareholdings in the Company;
-- the Company will no longer be subject to the AIM Rules, with
the consequence that Ordinary Shareholders will no longer be
afforded the protections given by the AIM Rules. Such protections
include a requirement to obtain shareholder approval for reverse
takeovers and fundamental changes in the Company's business and to
announce, inter alia, certain substantial and/ or related party
transactions; and
-- the De-Listing may have taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax
position they should consult their own professional independent
adviser immediately.
Shareholders should note that the Takeover Code will continue to
apply to the Company following the De-Listing for a period of ten
years (or such longer period as the Company shall decide). The
Company will also continue to be bound by the Act (which requires
shareholder approval for certain matters) following the
De-Listing.
1.3. De-Listing Process
Under the AIM Rules, the De-Listing can only be effected by the
Company after securing a special resolution of Shareholders in a
general meeting and the expiry of a period of 20 clear Business
Days from the date on which notice of the De-Listing is given to
the London Stock Exchange. In addition, a period of at least five
clear Business Days following Shareholders' approval of the
De-Listing is required before the De-Listing may become effective.
The Resolutions seek (amongst other matters) the approval of
Shareholders for the De-Listing. Assuming that the Resolutions are
approved, it is proposed that the De-Listing will take place by
8.00 am on 8 October 2019.
1.4. Ordinary Share dealing following De-Listing
In order to facilitate continued trading in the Ordinary Shares,
the Company will consider engaging a third party provider to supply
share registrar services and a share matching facility.
Shareholders will be advised on any updates in this regard and
details will also be communicated on the Company's website:
www.stilo.com.
Until such time, following the De-Listing, there will be no
market facility for dealing in the Ordinary Shares, no price will
be publicly quoted for the Ordinary Shares and the transfer of
Ordinary Shares will be subject to the provisions of the New
Articles.
1.5. New Articles and corporate governance
The Resolutions to be proposed at the General Meeting include
the adoption of the New Articles with effect from completion of the
De-Listing. A summary of the principal changes being made by the
adoption of the New Articles is set out in Part V of the Circular.
Following the De-Listing, the Company proposes to adopt corporate
governance practices and the New Articles which are suitable for an
unlisted company.
2. Buyback
Holding 13.40 per cent of the voting rights, Brewin Nominees,
BDS Nominees and Giltspur Nominees have agreed to support the
Company's De-Listing on the basis that the Company will buy back
the Brewin Nominees Shares at the Tender Offer Price.
Under the Brewin Nominees Purchase Contracts, the Company has
conditionally agreed to purchase the Brewin Nominees Shares at 1
pence per Ordinary Share Price. The Company's purchase of the
Brewin Nominees Shares pursuant to the Brewin Nominees Purchase
Contracts is, inter alia, conditional on the Brewin Nominees
Purchase Contracts being authorised by a shareholders' resolution,
at which Brewin Nominees, BDS Nominees and Giltspur Nominees will
not vote their shares.
The Ordinary Shares purchased by the Company pursuant to the
Brewin Nominees Purchase Contracts will be cancelled.
The purchase of the Tender Offer Shares will be financed out of
the Group's existing cash reserves and working capital resources
and will be paid out of the Company's distributable reserves, and
the Company has today arranged for unaudited interim accounts for
the six month period ended 30 June 2019 which were notified by
Regulatory Information Service today to be filed with the Registrar
of Companies in England and Wales as the relevant properly prepared
accounts for the purposes of determining the level of distributable
reserves in accordance with sections 836 and 838 of the Act. As at
30 June 2019 the Company had (unaudited) cash balances of GBP1.095
million.
Brewin Nominees Limited, BDS Nominees and Giltspur Nominees are
shown as the registered or legal holder of in aggregate 15,265,359
shares on the Company's share register. It is understood that there
are around 196 underlying beneficial shareholders, being
discretionary clients of Brewin Dolphin. As this legal holding is
in excess of 10% of Stilo's issued share capital, Brewin Nominees,
BDS Nominees and Giltspur Nominees are classed as a related party,
and the entering into of the Brewin Nominees Purchase Contracts is
a related party transaction under the AIM Rules for Companies (AIM
Rule 13).
As such the Independent Directors have considered the terms of
the Brewin Nominees Purchase Contracts, and note the following:
-- The Proposals have been prepared in order to facilitate a
De-Listing of the Company which the Directors strongly believe, for
reasons set out above, is important for the Company to achieve.
-- Having discussed this with major Shareholders it became clear
that the manager of Brewin Nominees, BDS Nominees and Giltspur
Nominees would not be supportive of a De-Listing resolution unless
a mechanism could be found for the underlying shareholders within
Brewin Nominees, BDS Nominees and Giltspur Nominees to sell their
shares. A tender offer on its own would not be sufficient to ensure
that all of the Brewin Nominees', BDS Nominees' and Giltspur
Nominees' holdings could be disposed of, therefore the current
structure of the Proposals was deemed to be the best way of
achieving the goal.
-- As major Shareholders (owning 16.8% directly, and 25.5%
including connected and associated parties) those members of the
Board holding shares are prepared to limit their participation in
the Tender Offer (subject to the requirements of paragraph 5
"Takeover Code, Director Concert Party and Undertakings" below to
ensure that the aggregate Director Concert Party shareholding does
not exceed 30% of the issued share capital at any time) such that
other Shareholders are able, should they wish, to sell more than
their pro rata entitlement in the Tender Offer.
-- Importantly, and notwithstanding the fact that the Company
has an existing authority (approved by Shareholders at the most
recent AGM) to undertake market purchases of up to 10% of the
current issued share capital, the Board has determined to make the
Buyback of the Brewin Nominees Shares subject to the vote of
independent Shareholders (i.e. in a resolution on which Brewin
Nominees, BDS Nominees and Giltspur Nominees are unable to vote
their shares), alongside a tender offer which provides all other
Shareholders the opportunity to sell some of their shares.
-- As such the Buyback (and the Tender Offer) will only proceed
if Shareholders approve all the Resolutions at the General
Meeting.
Taking all these factors into account, the Directors, having
consulted with SPARK, the Company's nominated adviser, consider
that the terms of the Brewin Nominees Purchase Contracts to be fair
and reasonable insofar as Shareholders are concerned.
3. Tender Offer
The Board recognises that not all Ordinary Shareholders will be
able or willing to continue to own Ordinary Shares following the
De-Listing. Subject to the Tender Conditions being satisfied,
Qualifying Shareholders will therefore have the opportunity to
tender all or some of their Ordinary Shares at the Record Date
pursuant to the Tender Offer. Under the Tender Offer, the Company
will purchase up to 14,734,641 Ordinary Shares (representing
approximately 14.93 per cent of the Ordinary Shares in issue
following the buyback of the Brewin Nominees Shares) from
Qualifying Shareholders at 1 pence per share. The Tender Offer
Price represents:
-- a discount of approximately 31 per cent. over the closing
mid-market price of an Ordinary Share on 22 August 2019, being the
last dealing day before the date of this announcement; and
-- a discount of approximately 23 per cent. over the 30 day
volume weighted average share price of an Ordinary Share on 22
August 2019, being the last dealing day before the date of this
announcement.
Any Ordinary Shares purchased by the Company under the Tender
Offer will be cancelled. The Tender Offer is subject to the
conditions set out in Part II of the Circular being satisfied. The
Tender Offer is open to Shareholders on the register of the Company
at 6.00 pm on 13 September 2019.
The purchase of the Tender Offer Shares will be financed out of
the Group's existing cash reserves and working capital resources
and will be paid out of the Company's distributable reserves. The
interim accounts for the six month period ended 30 June 2019 are
the relevant properly prepared accounts for the purposes of
determining the level of distributable reserves in accordance with
sections 836 and 838 of the Act.
Qualifying Shareholders may tender some, all, or none of their
holdings pursuant to the Tender Offer. A maximum of 14,734,641
Ordinary Shares may be purchased in the Tender Offer. This
represents 14.93 per cent of the Ordinary Shares in issue,
following the Buyback of the Brewin Nominees Shares.
Tenders will be accepted (and if the Tender Offer is
over-subscribed, the tenders will be scaled back) on the following
basis:
(a) first, 14.93 per cent of all tenders from the Qualifying
Shareholders will be satisfied (with the number of Ordinary Shares
being rounded down to the nearest whole number); and
(b) second, the balance of the remaining tenders from the
Qualifying Shareholders will be satisfied on a pro rata basis to
the number of Ordinary Shares tendered by the remaining tenders
from the Qualifying Shareholders (with the number of Ordinary
Shares being rounded down to the nearest whole number).
The decision of the Company as to the treatment of fractions or
other issues arising from any scaling back will be conclusive and
binding on all Shareholders.
Qualifying Shareholders who elect not to tender their holdings
pursuant to the Tender Offer will, on completion of the De-Listing,
hold Ordinary Shares in a private limited company. Furthermore, as
set out above there will be no market facility for dealing in the
Ordinary Shares, no price will be publicly quoted for the Ordinary
Shares and the transfer of Ordinary Shares will be subject to the
provisions of the New Articles.
Full details of the Tender Offer are set out in Part II of the
Circular. The Tender Offer is conditional, inter alia, on all other
Resolutions being passed at the GM. The Tender Offer will also not
proceed if any of the conditions specified in paragraph 1 of Part
II of the Circular are not satisfied and the Tender Offer may be
terminated in the circumstances described in paragraph 22 of Part
II of the Circular. If the Tender Offer does not proceed or is
terminated once it is made, the Company will make an announcement
through a Regulatory Information Service.
The attention of Qualifying Shareholders who are citizens or
nationals of or resident in jurisdictions outside the United
Kingdom and who wish to participate in the Tender Offer is drawn to
the section headed 'Overseas Shareholders' in Part II of the
Circular. The Tender Offer is not being made, directly or
indirectly, in or into any Restricted Jurisdiction.
4. Takeover Code, Director Concert Party and Undertakings
The Takeover Code applies to the Company.
Under Rule 9 of the Takeover Code where: (i) any person acquired
an interest in shares (as defined in the Takeover Code) which, when
taken together with shares in which he or persons acting in concert
with him are interested, carry 30 per cent. or more of the voting
rights of a company subject to the Takeover Code; or (ii) any
person who, together with persons acting in concert with him, is
interested in not less than 30 per cent. but does not hold shares
carrying more than 50 per cent. of the voting rights of a company
subject to shares which increase his percentage of the voting
rights, such persons are normally obliged to make a general offer
to all the remaining shareholders to purchase, in cash, their
shares at the highest price paid by him, or any person acting in
concert with him, within the preceding 12 months.
For the purposes of the Takeover Code, persons acting in concert
comprise persons who, pursuant to an agreement or undertaking
(whether formal or informal), actively co-operate, through the
acquisition by them of shares in a company, to obtain or
consolidate control of that company. The Director Concert Party,
which includes Chief Executive Les Burnham, Chairman David Ashman
and persons connected or associated with them, are deemed to be
acting in concert for the purposes of the Takeover Code and as at
the date of this document is interested in 25.53 per cent. of the
Ordinary Shares in the Company.
To ensure that that the Director Concert Party will not be
required to make a general offer cash to the remaining shareholders
in the Company as a result of the Company's buyback of the Brewin
Nominees Shares and the Tender Offer, the Directors have undertaken
to participate in the Tender Offer and Tender such number of
Ordinary Shares to ensure that on completion of the Company's
buyback of the Brewin Nominees Shares and the purchase of the
Tender Offer Shares, the Director Concert Party shall have an
interest in less than 30 per cent of the Ordinary Shares in the
Company following the Proposals.
5. Re-registration
Following the De-Listing, the Board believes that the
requirements and associated costs of the Company maintaining its
public company status will be difficult to justify and that the
Company will benefit from the more flexible requirements and lower
costs associated with private limited company status. It is
therefore proposed to re-register the Company as a private limited
company. In connection with the Re-registration, it is proposed
that the New Articles be adopted to reflect the change in the
Company's status to a private limited company.
Application will be made to the Registrar of Companies for the
Company to be re-registered as a private limited company.
Re-registration will take effect when the Registrar of Companies
issues a certificate of incorporation on Re-registration which is
expected to be on 29 October 2019. The Registrar of Companies will
not issue the certificate of incorporation on Re-registration until
the Register of Companies is satisfied that no valid application
can be made to cancel the resolution to re-register as a private
limited company. Accordingly, the expected date of the
Re-registration may be subject to change.
6. Current trading
The Company published its financial for the 6 months ended 30
June 2019 on 23 August 2019. Extracts are set out below:
Stilo International plc ("Stilo", the "Group" or the "Company")
today announces its unaudited Interim Results for the six months
ended 30 June 2019. The Company provides software tools and cloud
services that help organisations create and process structured
content in XML format, so that it can be more easily stored,
managed, re-used, translated and published to multiple print and
digital channels.
FINANCIAL HIGHLIGHTS
-- Reduction in sales revenues to GBP638,000 (2018: GBP707,000)
-- Operating costs remain level GBP656,000 (2018: GBP657,000),
excluding capitalised development costs for AuthorBridge of
GBP110,000 (2018: GBP99,000)
-- Loss before tax for the period of GBP29,000 (2018: GBP42,000 profit)
-- Total comprehensive income for the period remained positive
at GBP14,000 (2018: GBP5,000) subsequent to favourable foreign
currency translation differences
-- Cash of GBP1,096,000 as at 30 June 2019 (2018: GBP1,442,000)
-- No interim dividend declared
David Ashman, Chairman, commenting on the Company's performance,
stated:
"In our Trading Update of 23 May 2019 we indicated that sales
were slower than planned and that a loss was expected for the
half-year period.
We are currently expecting trading to continue slowly for the
remainder of 2019 and need to take measures to reduce our operating
costs wherever possible. Of primary importance is the proposal to
de-list from AIM and re-register as a private limited company,
subject to shareholders' approval. This is the subject of an
associated announcement issued immediately following the release of
these interim results and is expected to generate potential
annualised cost savings of over GBP120,000. Additional
cost-reduction activities include organisational and management
changes that are currently underway.
The Company continues to develop high-quality software tools
used by leading organisations around the world. With a reduced cost
base and increased sales to be driven by the recruitment to the
newly created role of VP Sales & Marketing, it is our intention
to generate steady ongoing profits and resume the payment of
dividends to shareholders as soon as possible."
The directors of the Company can confirm that, since the date of
publication of the interim financial results, there has been no
significant change in the trading or financial position of the
Company.
Following the Proposals, the Company intends to continue
operating as it has done over the Company's last financial year and
carry out the same activities, and retain the same business
strategy, as a private company, that it did as a public company.
Based on current market conditions, the Company does not envisage
any significant changes to the Company's trading position once the
Proposals are completed.
7. Trading facility post De-Listing
Following the De-Listing, there will be no market facility for
dealing in the Ordinary Shares and no price will be publicly quoted
for the Ordinary Shares. As such, holdings of Ordinary Shares are
unlikely to be capable of sale and will be difficult to value.
In order to facilitate continued trading in the Ordinary Shares,
the Company will consider engaging a third-party provider to supply
share registrar services and a share matching facility.
Shareholders will be advised on any updates in this regard and
details will also be communicated on the Company's website:
www.stilo.com.
In addition the Board will consider undertaking future buybacks
of shares based on the Company's future cash reserves, financial
condition, capital requirements and the Board's assessment of its
prospects.
8. Proposals to be voted on at the General Meeting
For the purposes of effecting the Proposals, the Resolutions
will be proposed at the General Meeting. Set out at the end of the
Circular is a notice convening the General Meeting to be held at
11.00 am on 30 September 2019 at the offices of RSM UK Audit LLP,
25 Farringdon Street, London EC4A 4AB. The full texts of the
Resolutions are set out in that notice, but set out below is a
summary of the Resolutions which will be proposed at the General
Meeting:
-- approval of the De-Listing;
-- authorise the Company to make an off market purchases of the
Brewin Nominees Shares pursuant to the Brewin Nominees Purchase
Contracts;
-- authorise the Company to make an off market purchases of its
own Ordinary Shares pursuant to the Tender Offer;
-- approval of the Re-registration; and
-- the replacement of the Current Articles with the New Articles.
9. Action to be taken
General Meeting
Shareholders will find enclosed with the Circular a Form of
Proxy for use at the GM. The Form of Proxy should be completed and
returned in accordance with the instructions printed thereon so as
to arrive at the Company's Receiving Agent, Neville Registrars
Limited, Neville House, Steelpark Road, Halesowen, West Midlands
B62 8HD as soon as possible and in any event not later than 11.00
am on 28 September 2019. The completion and return of a Form of
Proxy will not preclude you from attending and voting in person at
the General Meeting or any adjournment thereof, if you so wish and
are so entitled.
If the Form of Proxy is not returned by 11.00 am on 28 September
2019, your vote will not count.
Tender Offer
If you are a Qualifying Shareholder and wish to participate in
the Tender Offer, you should follow the procedure for tendering
shares and full details of the Tender Offer, and the procedure to
be followed by Qualifying Shareholders wishing to tender Ordinary
Shares, are set out in Part II of the Circular.
The procedure for tendering Ordinary Shares on the Register at
the Record Date depends on whether a Qualifying Shareholder holds
Ordinary Shares in certificated or uncertificated form.
Qualifying Shareholders who hold Ordinary Shares in certificated
form and who wish to tender all or some of their Ordinary Shares
held at the Record Date should complete a Tender Form in accordance
with the instructions set out in Part II of the Circular and the
instructions printed on the Tender Form itself and return it,
together with their share certificate(s) by post to the Company's
Receiving Agent, Neville Registrars Limited,, Neville House,
Steelpark Road, Halesowen, West Midlands B62 8HD or (during normal
business hours only) by hand to Neville Registrars Limited, Neville
House, Steelpark Road, Halesowen, West Midlands B62 8HD as soon as
possible and in any event so as to arrive by no later than 1.00 pm
on 13 September 2019.
Qualifying Shareholders who hold Ordinary Shares in
uncertificated form and who wish to tender all or some of their
Ordinary Shares held at the Record Date should tender
electronically through CREST so that the TTE Instruction settles by
no later than 1.00 pm on 13 September 2019. If Ordinary Shares are
held under different member account IDs, a separate TTE Instruction
should be sent for each Member Account ID.
10. Taxation
A general guide to the tax position of Shareholders under UK law
and HMRC practice in respect of the Tender Offer is set out in Part
III of the Circular.
Shareholders should note that the information on taxation set
out in Part III of the Circular is a general guide only and that
all Shareholders are strongly advised to consult their independent
professional advisers about their own personal tax position.
Shareholders are strongly advised to consult an appropriate
independent professional adviser in relation to the tax treatment
of any sale of Ordinary Shares pursuant to the Tender Offer. You
should note that following the De-Listing the Ordinary Shares will
no longer be quoted on AIM or any other public market.
11. Further information
Your attention is drawn to the remaining parts of the Circular
which provide further information in relation to the Tender Offer,
United Kingdom taxation and the New Articles.
If you have any enquiries in relation to the Tender Offer,
please contact Neville Registrars Limited on 0121 585 1131 or, if
calling from outside the UK, on +44 121 585 1131. Calls to this
number from inside the UK are charged at your service provider's
standard rate (charges may vary.) Calls to this number from outside
the UK are charged at applicable international rates. Lines are
open 9.00 am to 5.00 pm, Monday to Friday. Calls to the helpline
number from outside the UK are charged at applicable international
rates. Different charges may apply to calls made from mobile
telephones and calls may be recorded and monitored randomly for
security and training purposes. Neville Registrars cannot provide
advice on the merits of the Tender Offer or give any financial,
legal or tax advice.
12. Recommendation
Your Directors consider the Proposals to be in the best
interests of the Company and Shareholders as a whole. Accordingly,
the Directors unanimously recommend that Shareholders vote in
favour of the Resolutions.
The Directors unanimously recommend that you vote in favour of
the Resolutions as they intend to do, in respect of their
respective shareholdings of 19,187,000 Ordinary Shares in
aggregate, representing approximately 16.84 per cent. of the
Ordinary Shares currently in issue. This equates to 19.45 per cent.
of the shares entitled to vote on Resolution 1, and 16.84 per cent.
of the shares entitled to vote on Resolutions 2 to 4 inclusive.
Your Directors also consider it appropriate that those
Qualifying Shareholders who are unable or unwilling to hold shares
in the Company following the De-Listing should be given an
opportunity to realise their investment under the Tender Offer;
however, the Directors make no recommendation to Qualifying
Shareholders in relation to their participation in the Tender Offer
and recommend that all Qualifying Shareholders consult their duly
authorised independent advisers before they make a decision as to
whether to tender some, all, or none of their Ordinary Shares, in
order to obtain advice relevant to their particular
circumstances.
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
MSCLLFFRTIIFFIA
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August 23, 2019 02:01 ET (06:01 GMT)
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