TIDMTTNM
RNS Number : 1714S
Tottenham Hotspur PLC
16 November 2011
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE
REPUBLIC OF IRELAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER
OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND,
JAPAN, THE REPUBLIC OF IRELAND, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
Tottenham Hotspur Plc
("Tottenham Hotspur" or the "Company")
De-listing, Re-registration and Nil Cost Dealing Facility
1. Introduction and summary
Tottenham Hotspur (AIM:TTNM) an English Premership League
football club located in north London, announces that it will
shortly be publishing a circular to shareholders (the "Circular")
proposing the following:
o the cancellation of admission of its Ordinary Shares to
trading on AIM; and
o the re-registration of the Company as a private limited
company and the making of certain amendments to its Articles.
The Directors have arranged for Small Shareholders (being those
who hold 10,000 or fewer Ordinary Shares) to benefit from a Nil
Cost Dealing Facility to be put in place until 11 January 2012 to
allow Small Shareholders who wish to sell their Ordinary Shares the
opportunity to do so prior to the De-listing becoming effective.
Shareholders who sell their certificated Ordinary Shares through
the Nil Cost Dealing Facility may elect to have their cancelled
share certificate(s) returned to them to keep as a memento.
Accompanying the Circular to be sent to Shareholders will be the
relevant forms relating to the Nil Cost Dealing Facility. The
Circular will be available on the Company's website shortly at
www.tottenhamhotspur.com. Terms defined in the Circular have the
same meaning in this announcement.
Commenting on the proposed De-listing, Daniel Levy, Chairman of
Tottenham Hotspur plc, said:
"It is clear to us that increasing the capacity of the Club's
stadium is a key factor in the continued development and success of
the Club and will involve the Company in considerable additional
capital expenditure. Given this requirement, we believe that the
AIM listing restricts our ability to secure funding for its future
development. We are ambitious for the Club and have always taken
the steps that we believe to be in its best interests."
2. Background to and reasons for the Proposals
The Directors consider that the Company's further development
and continued success is dependent to a significant extent on
increasing the capacity of its stadium. Increased capacity is
necessary to generate additional revenue through which the
investment made in the First Team squad over the past few years can
be sustained in future years.
Increasing the capacity of the Club's stadium will involve the
Company in considerable capital expenditure. Given this
requirement, the Directors believe that the Company's AIM quotation
restricts the Group's ability to secure the necessary funding for
its future development. On the one hand, in the view of the
Directors, the limited liquidity in the trading of Ordinary Shares
and the absence of institutional shareholders severely restricts
the equity capital the Company could raise through its AIM listing
to support its capital expenditure programme. This constraint on
the available equity capital is only compounded by the currently
low appetite for new equity capital raisings on AIM. On the other
hand, the Directors believe the Company's status as a public
company with its shares traded on AIM restricts the means by which
the Company can structure the raising of other possible forms of
finance. The Directors accordingly agree that the maintenance of
the AIM listing now hinders the Company's further development and
that the Company can best build on the recent years of success, for
the benefit of all stakeholders, as an unlisted private
company.
Having taken advice from Seymour Pierce for the purposes of the
AIM Rules for Companies, the Directors have concluded that the
De-listing and the Re-Registration are in the best interests of the
Company.
3. Effects of De-listing
The principal effects that the De-listing will have on
Shareholders are as follows:
- there will no longer be a market mechanism enabling
Shareholders to trade their Ordinary Shares through the AIM market
or through any other public stock market. Any sale of Ordinary
Shares will in future need to be made by private treaty, and this
will further reduce the liquidity and marketability of Ordinary
Shares;
- the Company will not be bound to announce material developments or interim results;
- the Company will cease to have a nominated adviser and will no
longer be required to comply with the AIM Rules for Companies;
and
- following the tenth anniversary of De-listing (and subject to
the Re-registration occuring) the provisions of the City Code will
cease to apply with respect to the Company.
Following the De-listing, the Board currently intends to employ
the services of a provider of a third-party matched bargain trading
facility (the "Third-Party Facility"). Under this Third-Party
Facility, Shareholders or other persons entitled to do so in
accordance with the terms of the Third Party Facility wishing to
acquire or dispose of Ordinary Shares will be able to leave an
indication with the Third-Party Facility provider that they are
prepared to buy or sell at an agreed price. In the event that the
Third-Party Facility provider is able to match that order with an
opposite sell or buy instruction, the Third-Party Facility provider
will contact both parties and then effect the bargain.
If Shareholders wish to buy or sell Ordinary Shares on AIM they
must do so prior to the De-listing becoming effective. As noted
above, in the event that Shareholders approve the De-listing, it is
anticipated that the last day of dealings in the Ordinary Shares on
AIM will be 13 January 2012 and that the effective date of the
De-listing is expected to be 16 January 2012.
Under the AIM Rules for Companies, the De-listing can only be
effected by the Company after securing a resolution of Shareholders
in a general meeting passed by a majority of not less than 75 per
cent. of the votes cast, and the expiration of a period of twenty
Business Days from the date on which notice of the De-listing is
given. In addition, a period of at least five Business Days
following the Shareholder approval of the De-listing is required
before the De-listing may be put into effect. As an irrevocable
undertaking to vote in favour of this Resolution has been received
by the Company from ENIC in respect of 181,793,258 Ordinary Shares,
representing approximately 85.01 per cent. of the issued Share
capital of the Company, it is anticipated that this Resolution will
be passed and that the De-listing will take place on 16 January
2012.
Further details regarding the De-listing and the effects on the
Company are set out in the Circular.
4. Re-registration and changes to the Articles of Association
It is proposed that the Company, which currently is a public
limited company, be re-registered as a private limited company and
that amendments to reflect this change in status be made to the
Articles.
The principal effects that the Re-registration will have are as
follows:
- private limited companies with a single class of shares may
permanently authorise the directors to allot shares with there
being no restriction on the number of shares which may be issued
and with no obligation to comply with the statutory pre-emption
rights on the issue of new shares. Following the Re-registration
the Company will no longer be required to seek annual authority
from shareholders to allot shares;
- private limited companies are not required to hold annual general meetings;
- following Re-registration the Company will not be permitted to
make a public offer of shares; and
- various changes will be made to the Company's articles of association.
Further details regarding the Re-registration, the proposed
changes to the Company's articles of association and the effects
they will have on the Company are set out in the Circular.
5. Nil Cost Dealing Facility
The Board is aware that Small Shareholders (those Shareholders
holding 10,000 or fewer Ordinary Shares) who wish to dispose of
their Ordinary Shares may be unable to do so without incurring
disproportionately high dealing costs. On several previous
occasions the Company has established a facility whereby holders of
small numbers of Ordinary Shares could dispose of their Ordinary
Shares in the Company at nil cost ("Nil Cost Dealing Facility").
The Nil Cost Dealing Facility is being reinstated for Small
Shareholders until 11 January 2012.
Enclosed with the Circular to shareholders will be a letter to
Small Shareholders setting out the terms of the Nil Cost Dealing
Facility. The Nil Cost Dealing Facility will operate until 11
January 2012 and permit Small Shareholders to sell their entire
holding of shares in the Company. The Ordinary Shares will either
be bought for cancellation by the Company or sold through the
market and trades will occur once each week, on Thursdays, with the
last trading day expected to be 12 January 2012. Shareholders who
sell their certificated Ordinary Shares through the Nil Cost
Dealing Facility may elect to have their cancelled share
certificate(s) returned to them to keep as a memento
Capita Share Dealing Services and Seymour Pierce Limited, the
Company's broker, are administering the Nil Cost Dealing Facility
on behalf of the Company.
6. City Code
Notwithstanding the Delisting, under the City Code the Company
will continue to be subject to its terms while it remains an
unlisted public company and, if it subsequently re-registers as a
private company, for a period of 10 years following the
Delisting.
Under Rule 9 of the City Code, when any person or group of
persons acting in concert, individually or collectively, are
interested in shares which in aggregate carry not less than 30% of
the voting rights of a company but do not hold shares carrying more
than 50% of the voting rights of a company and such person or any
person acting in concert with him acquires an interest in any other
shares, which increases the percentage of the shares carrying
voting rights in which he is interested, then that person or group
of persons is normally required by the Panel to make a general
offer in cash to all shareholders of that company at the highest
price paid by them for any interest in shares in that company
during the previous 12 months. Rule 9 of the City Code further
provides that where any person, together with persons acting in
concert with him, holds over 50% of the voting rights of a company
to which the City Code applies and acquires additional shares which
carry voting rights, then that person will not generally be
required to make a general offer to the other shareholders to
acquire the balance of the shares not held by that person or his
concert parties.
ENIC, being already entitled to more than 50 per cent of the
voting rights attaching to the Ordinary Shares, is able to make
further acquisitions of Ordinary Shares without being required to
make a general offer to Shareholders under Rule 9 of the City
Code.
Following expiry of the 10 year period from the date of the
De-listing (subject to the Re-registration occurring), the Company
will no longer be subject to the provisions of the City Code.
7. Expected Timetable of Events
Nil Cost Dealing Facility available 21 November 2011
Latest time and date for receipt of Forms 10.00 a.m. 11 December
of Proxy for the Annual General Meeting 2011
and the General Meeting
Annual General Meeting 10.00 a.m. on 13 December
2011
General Meeting 10.30 a.m. on 13 December
2011 (or if later
upon conclusion of
the AGM)
Nil Cost Dealing Facility closed 11 January 2012
Last trading date for Ordinary Shares 12 January 2012
to be traded under the Nil Cost Dealing
Facility
Earliest date that the admission to trading 16 January 2012
of the Ordinary Shares on AIM will be
cancelled
Earliest date that the Company will be 17 January 2012
re-registered as a private limited company
All times stated in this expected timetable of events and in
this document are London times, unless otherwise stated. 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.
- Ends -
Contacts:
Tottenham Hotspur Plc Tel: +44(0) 20 8365 5322
Matthew Collecott www.tottenhamhotspur.com
Seymour Pierce Limited Tel: +44(0) 20 7107 8000
Sarah Jacobs / Jonathan Wright www.seymourpierce.com
Gable Communications Limited Tel: +44(0) 20 7193 7463
John Bick
This information is provided by RNS
The company news service from the London Stock Exchange
END
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