TIDMASBE
RNS Number : 3645T
Associated British Engineering PLC
17 July 2020
Associated British Engineering Plc
(registered in England no. 1100663)
9 High Street, Little Eversden, Cambridge, CB23 1HE
14(th) July 2020
Dear Shareholder
Extraordinary General Meeting of Associated British Engineering
Plc. to be held on the 3(rd) August 2020.
On the 8(th) June this year the company made the following
public announcement to the Stock Exchange
"The Board of Associated British Engineering Plc (ABE) announces
that they have signed two interconnected agreements one for the
reorganisation of the group's "assets for resale" and the other for
the disposal of all its remaining interest in the principal
operating subsidiary British Polar Engines Ltd (BPE). The disposal
of BPE is subject to shareholder approval at a General Meeting
unless the Financial Conduct Authority allows an exemption. The
reorganisation is not subject to shareholder consent and resulted
in 60% of the "assets held for resale" being transferred to the
Pension Fund in settlement of its debt and the remaining 40% the
subject of an intragroup transfer to ABE at cost.
The British Polar Engines Ltd on-going trading business in
marine diesels, together with the fixed assets held by BPE and all
its liabilities, will be sold as part of the arrangements. This
specifically excludes the shares held by BPE for resale as
mentioned above and as shown in the last published unaudited
interim accounts.
The gross assets of BPE being disposed of amount to GBP1,553,000
as in the last published accounts for the six months ended 30
September 2019 and BPE reported a loss before taxation of
GBP234,000 for that period. The value of the assets being
transferred to MEWA Industrial Holdings Limited under the deal
amounts to the shares in BPE valued at GBP1 and the value of the
loans to BPE from ABE being transferred to Mr Marks amount with a
nominal value of cGBP1.3m for a cash payment of GBP100,000. The
liability for the British Polar Engines Ltd section of the pension
fund in the March 2019 audited Interim Accounts amounted to
GBP3,471,000.
The purchaser is MEWA Industrial Holdings Ltd (MEWA) and
Nicholas Marks both of the UK; MEWA Industrial Holdings Ltd is an
English company controlled by Nicholas Marks and part of his South
African industrial holding group.
The material terms of the transactions are as follows.
GBP100,000 cash for the intercompany loans between ABE and BPE
and GBP1 for 100% of the ordinary shares of BPE.
The Pension Fund is a commitment of BPE only and the Trustees of
the Associated British Engineering pension fund, having taken
advice, have approved these transactions and have agreed through a
Declaration of Trust that ABE will be responsible for the disposal
for all the shares subject to the reorganisation mentioned above.
This Declaration requires that any disposal of the shares to be
agreed by ABE and distributed 40% to Associated British Engineering
Plc. and 60% to the Pension Fund.
If the disposal of BPE is not approved by shareholders (or the
requirement waived) then the Declaration of Trust will not happen
and the Trustees of the Pension Fund may put the Pension Fund into
wind up.
As stated in the last reported accounts the disposal of British
Polar Engines Ltd either by sale or liquidation was essential for
the continuation of Associated British Engineering Plc. If
shareholders approve this sale, then Associated British Engineering
Plc. will no longer have any commitments to the Pension Fund.
The Directors have agreed to support and vote in favour of such
arrangements in respect of the shares that they own amounting to
431,465 shares representing over 21 per cent. of the Company's
issued share capital. Upon completion of the transactions ABE will
have positive assets and no borrowings; your directors will
consider the use of the cash and the investments in ABE. They will
also continue to actively consider the possible acquisition of a
new business.
An announcement will be made and, as required, a circular will
be sent to shareholders in the near future together with any
further information, following discussions with the listing
authorities.
* The freehold of the BPE operating site at Helen Street is
charged to the BPE pension fund."
As stated in that announcement the agreements are subject to
shareholder consent. The Board of Associated British Engineering
Plc. have therefore called an Extraordinary General Meeting of
shareholders to approve the transactions. It is essential that
shareholders vote in favour of these transaction to ensure the
future of your company.
In the last week it has become apparent inter alia that
restoration of trading in the company's shares on the London Stock
Exchange given the company's listing status as "Premium" will be
difficult since the company may not be suitable in it's post
transaction form for such a listing and be unable to produce a
class one circular. The directors are of the opinion the cost of a
class one circular does not provide value for shareholders and
therefore shareholders should have an opportunity to discuss and
vote on whether the Company should seek a listing on an alternative
regulated market. Therefore we are asking you to vote on a second
ordinary resolution granting the Board the power and the necessary
authorities to take whatever action it deems appropriate regarding
the listing of its shares including inter alia delisting, relisting
or transferring to be listed on another securities market.
The Board of Associated British Engineering Plc. are unanimously
recommending that shareholders vote in favour of both resolutions
and they will be casting their votes over 431465 ordinary shares
(21 per cent of the votes) accordingly.
Signed
Rupert Pearce Gould & Colin Weinberg
Chairmen
ASSOCIATED BRITISH ENGINEERING PLC - NOTICE OF MEETING
Notice is hereby given that an Extraordinary General Meeting of
Associated British Engineering plc will be held at 63 Church
Street, Harston, Cambridge, CB22 7NP on 3(rd) August 2020 at 11.00
am for the purpose of transacting the following business:
ORDINARY BUSINESS
1. Agree to the proposed sale of British Polar Engines Ltd to
MEWA Industrial Holdings Limited on the terms set out in this
letter. (Resolution 1).
2. Grant the Board of Associated British Engineering Plc. the
authority to take the required action to change the listing status
from the present Premium Listing to an alternative listing
regulated in the UK. (Resolution 2).
Impact of COVID-19
Due to the current restrictions imposed due to the COVID-19
pandemic, the Extraordinary General Meeting will not be open for
shareholders to attend in person. To ensure that your vote counts,
please submit your proxy form appointing the Chairman as your
proxy. Questions can be submitted in advance to admin@abeplc.co.uk
and these will be answered during the meeting. Full voting details
and answers to questions will be posted on the Investor Pag e at
www.abeplc.co.uk
On behalf of the Board
C Weinberg Date 14(th) July 2020
Director
Associated British Engineering plc
9 High Street, Little Eversden
Cambridge, CB23 1HE
This document is important and requires your immediate
attention. If you are in any doubt about the action you should
take, you should consult an appropriate independent financial
adviser. If you have recently sold or transferred your shares in
the Company you should forward this document to your bank,
stockbroker or other agent through whom the sale or transfer was
effected for transmission to the purchaser or transferee.
NOTICE OF MEETING - Notes:
IMPACT of COVID-19
Due to the current restrictions imposed due to the COVID-19
pandemic, the Extraordinary General Meeting will not be open for
shareholders to attend in person. To ensure that your vote counts,
please submit your proxy form appointing the Chairman as your
proxy. Questions can be submitted in advance to admin@abeplc.co.uk
and these will be answered during the meeting. Full voting details
and answers to questions will be posted on the Investor Pag e at
www.abeplc.co.uk
1. Every holder has the right to appoint some other person(s) of their choice, who need not be
a shareholder, as his proxy to exercise all or any of his
rights, to attend, speak and vote on
their behalf at the meeting. If you wish to appoint a person
other than the Chairman, please
insert the name of your chosen proxy holder in the space
provided (see reverse). If the proxy
is being appointed in relation to less than your full voting
entitlement, please enter in the
box next to the proxy holder's name (see reverse) the number of
shares in relation to which
they are authorised to act as your proxy. If returned without an
indication as to how the
proxy shall vote on any particular matter, the proxy will
exercise his discretion as to
whether, and if so how, he votes (or if this proxy form has been
issued in respect of a
designated account for a shareholder, the proxy will exercise
his discretion as to whether,
and if so how, he votes).
2. To be entitled to attend and vote at the meeting (and for the
purposes of determination by the Company of the number of votes
cast) shareholders must be entered on the register of members of
the company at 11.00 am on 30(th) July 2020 (or, if the meeting is
adjourned, at 11.00 am. on the date which is two days before the
day of the adjourned meeting). Changes to the register of members
after the relevant deadline shall be disregarded in determining the
rights of any person to attend and vote at the meeting or adjourned
meeting.
3. As at 14(th) July 2020 (being the latest practicable date
prior to the publication of this notice),
the company's issued share capital and voting rights are as
follows:-
Ordinary Shares
2,048,990 shares of GBP0.025 each.
Each holder of ordinary shares is entitled to vote on a
resolution, on a show of hands or poll, if present in person or by
proxy, and has one vote for every ordinary share held by him.
Deferred Shares
1,313,427 shares of GBP1.975 each.
The deferred shares carry no right to vote at a general meeting
of the shareholders of the Company.
4. A member of the company entitled to attend and vote at the
meeting may appoint one or more proxies to attend, speak and vote
at a meeting. Where more than one proxy is appointed, each proxy
must be appointed for different shares. You may not appoint more
than one proxy to exercise rights attached to any one share. A
proxy need not be a member of the Company.
5. Proxy forms to be effective at the meeting must be deposited
at the offices of the Company's registrars: Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY;
not later than 48 hours before the time fixed for the meeting.
Appointment of a proxy will not preclude a member from attending
and voting in person at the annual general meeting.
6. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders
appear in the Company's register of members in respect of the joint
holding (the first-named being the most senior).
7. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for the
annual general meeting and any adjournment thereof by using the
procedures described in the CREST Manual. CREST personal members or
other CREST sponsored members and those CREST members who have
appointed a voting service provider should refer to their CREST
sponsor or voting service provider, who will be able to take the
appropriate action on their behalf. In order for a proxy
appointment or instruction made using the CREST service to be
valid, the appropriate CREST message (a "CREST Proxy Instruction")
must be properly authenticated in accordance with Euroclear's
specifications and must contain the information required for such
instructions, as described in the CREST Manual. All messages
relating to the appointment of a proxy or an instruction to a
previously appointed proxy must be transmitted so as to be received
by the Company's registrars: Computershare Investor Services PLC
CREST ID: 3RA50 by no later than 48 hours before the time appointed
for holding the meeting. It is the responsibility of the CREST
member concerned to take such action as shall be necessary to
ensure that a message is transmitted by means of the CREST system
by any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting service providers
are referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
The company may treat a CREST Proxy Instruction as invalid in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
8. The statement of the rights of shareholders in relation to
the appointment of proxies does not apply to a person who receives
this notice of general meeting as a person nominated to enjoy
"information rights" under section 146 of the Companies Act 2006.
If you have been sent this notice of meeting because you are such a
nominated person the following statements apply: (i) you may have a
right under an agreement between you and the registered shareholder
by whom you were nominated to be appointed (or to have someone else
appointed) as a proxy for this general meeting and (ii) if you have
no such a right, or do not wish to exercise it, you may have a
right under such an agreement to give instructions to that
registered shareholder as to the exercise of voting rights.
Nominated persons should contact the registered member by whom they
were nominated in respect of these arrangements.
9. A shareholder of the Company which is a corporation may
authorise a person or persons to act as its representative(s) at
the AGM. In accordance with the provisions of the Companies Act
2006, each such representative may exercise (on behalf of the
corporation) the same powers as the corporation could exercise if
it were an individual shareholder of the Company, provided that
they do not do so in relation to the same shares. It is no longer
necessary to nominate a designated corporate representative.
10. Corporate members are referred to the guidance issued by the
Institute of Chartered Secretaries and Administrators on proxies
and corporate representatives - www.icsa.org.uk - for further
details of this procedure.
11. The following documents are available for inspection by
members at the registered office of the Company during normal
business hours (except Bank Holidays) and at the place of the
meeting not less than 15 minutes prior to and during the
meeting:
(a) The register of directors' interests, showing any
transactions of directors and of their families in the securities
of the company;
(b) Copies of the Director's service agreements and letters of
appointment.
12. A copy of this notice and the other information required by
section 311A of the Companies Act 2006 can be found at
www.abeplc.co.uk
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
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