The Company announces the proposed cancellation of admission of its ordinary shares to trading on AIM (the "Cancellation"), re-registration of the Company as a private limited company (the "Re-registration") and the adoption of new articles of association more suitable for a private limited company (the "New Articles").
On or around 13 December 2024, the Company will publish a circular setting out the background to and reasons for the proposed Cancellation, the Re-registration and associated adoption of the New Articles (the "Circular"). The Circular will also contain a notice convening a general meeting (the "General Meeting") at which Shareholders will be invited to consider and, if thought fit, approve the proposed Cancellation, the Re-registration and adoption of the New Articles.
Background and reasons for the Cancellation
The Directors have conducted a careful review of the benefits and drawbacks to the Company and the Shareholders of retaining the Company's admission to trading on AIM and believe that the Cancellation is in the best interests of the Company and the Shareholders as a whole.
In reaching this conclusion, the Board has consulted certain Shareholders and has considered the following key factors amongst others:
a) Costs and burden of maintaining a public listing: The considerable cost and management time and the legal and regulatory burden associated with maintaining the Company's admission to trading on AIM are, in the Board's opinion, disproportionate to the benefits of the Company's continued admission to trading. Given the lower costs associated with unlisted company status, it is estimated that the Cancellation will materially reduce the Company's recurring administrative and adviser costs;
b) Strategic flexibility: The Board believes that, as a result of the more flexible regime that is applicable to a private company, an unlisted company can take and implement decisions more quickly than a company which is publicly traded, and an unlisted company has greater flexibility to enter into agreements with investors and suppliers;
c) Lack of liquidity: There continues to be limited liquidity in the Ordinary Shares and, as a result, the Board believes that Shareholders are not provided with opportunities to trade in meaningful volumes or with frequency in an active market in Ordinary Shares;
d) Market volatility: As a result of the limited liquidity of Ordinary Shares described above, small trades in Ordinary Shares can have a significant impact on the Company's share price; and
e) Funding options: The majority of the potential investors the Company has recently engaged with have expressed a preference to invest in the Company if the Ordinary Shares were not traded on AIM. Therefore, the Board believes that the Company has a greater chance of raising equity and/or debt financing from investors as an unlisted company than as a publicly traded company.
Therefore, following careful consideration, the Board believes that it is in the best interests of the Company and Shareholders to seek the proposed Cancellation at the earliest opportunity in line with AIM Rule 41, along with the re-registration of the Company as a private limited company and associated the adoption of the New Articles.
Transactions in the Ordinary Shares following the proposed Cancellation
Shareholders should note that they are able to trade in the Ordinary Shares on AIM prior to the Cancellation.
The Board is aware that the proposed Cancellation, should it be approved by Shareholders at the General Meeting, would make it more difficult to buy and sell Ordinary Shares in the Company following the Cancellation. Therefore, the Company intends to put into place a matched bargain trading facility to assist Shareholders to trade in the Ordinary Shares following Cancellation.
The Takeover Code
Subject to Cancellation and Re-registration occurring as anticipated in the expected timetable below, the City Code on Takeovers and Mergers (the "Takeover Code") shall cease to apply to the Company from 3 February 2027 (although the Takeover Code may cease to apply earlier if a majority of the Directors cease to be resident in the UK, the Channel Islands or the Isle of Man).
Once the Takeover Code ceases to apply to the Company, the Company's Shareholders will no longer benefit from the protections afforded by the Takeover Code, including the requirement for a mandatory cash offer to be made if either:
- a person acquires an interest in shares which, when taken together with the shares in which persons acting in concert with it are interested, increases the percentage of shares carrying voting rights in which it is interested to 30 per cent. or more; or
- a person, together with persons acting in concert with it, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any person acting in concert with it, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which it is interested.
Under Rule 9 of the Takeover 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 per cent. of the voting rights of a company but do not hold shares carrying more than 50 per cent. of the voting rights of a company and such person or any person acting in concert with him/her acquires an interest in any other shares, which increases the percentage of the shares carrying voting rights in which he/she 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 Takeover Code further provides that where any person, together with persons acting in concert with him/her, holds over 50 per cent. of the voting rights of a company to which the Takeover 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/her concert parties.
From 3 February 2027, or such other date on which the Takeover Code ceases to apply to the Company, the Company will no longer be subject to the provisions of the Takeover Code. A summary of the protections afforded to Shareholders by the Takeover Code which will be lost will be set out in the Circular.
General Meeting
The General Meeting is expected to be held at 38 Welbeck Street, London, United Kingdom, W1G 8DP commencing at 11.00 a.m. on 31 December 2024, but a further announcement will be made when the notice is issued.
