TIDMALU
RNS Number : 1524X
Alumasc Group PLC
26 April 2019
THE ALUMASC GROUP PLC
PROPOSED CANCELLATION OF THE COMPANY'S ORDINARY SHARES FROM THE
OFFICIAL LIST, PROPOSED ADMISSION TO TRADING ON AIM AND NOTICE OF
GENERAL MEETING
The Alumasc Group plc ("Alumasc", the "Group" or the "Company"),
the premium building products, systems and solutions group, today
announces that further to the statement in its full year results
released on 11 September 2018, the Board is proposing to cancel the
listing of the Company's ordinary shares of 12.5p each ("Ordinary
Shares") from the premium segment of the Official List of the UK
Listing Authority and from trading on the Main Market of London
Stock Exchange plc ("LSE") (the "Delisting" or the "Cancellation")
and to apply for admission for the Ordinary Shares to trading on
AIM (the "Admission"). The Company has 36,133,558 Ordinary Shares
in issue as at the date of this announcement. The ISIN is
GB0000280353 and the TIDM is ALU.
A circular containing details of the proposed transaction
together with a notice convening a General Meeting of shareholders
(the "Circular") is expected to be posted to shareholders later
today.
The Board considers that the move to AIM is in the best
interests of the Company and its Shareholders. The Board has
considered the structure of its businesses and operations with a
view to identifying the most effective strategy to enable the Group
to continue to deliver a quality service to its customers, whilst
building a platform for more sustainable growth. This review has
included consideration of the most appropriate trading platform for
the Ordinary Shares on an ongoing basis. Certain Shareholders may
also benefit from particular inheritance tax and stamp duty reserve
tax exemptions in respect of their interests in the Company's
Ordinary Shares which are not afforded to shares that are admitted
to trading on the Official List. Further details of the rationale
for the move to AIM are set out in the extracts from the Circular
below.
Under the Listing Rules, the Delisting requires the prior
approval of a resolution (the "Resolution") by Shareholders in a
General Meeting, passed by not less than 75 per cent. of those
Shareholders who vote in person or by proxy. If approved by
Shareholders, it is anticipated that the effective date of the
Admission to AIM will be 25 June 2019, being not less than 20
business days from the passing of the Resolution.
The Circular contains a notice of the General Meeting at which
the Resolution will be proposed as a special resolution to approve
the Delisting and Admission. The General Meeting has been convened
for 10.00am on 23 May 2019 and will take place at the Company's
offices at Station Road, Burton Latimer, Kettering,
Northamptonshire, NN15 5JP, United Kingdom.
The Circular will be made available shortly on the Company's
website at www.alumasc.co.uk/investors/AIM and will be submitted to
the National Storage Mechanism where it will shortly be available
to view at www.morningstar.co.uk/uk/nsm.
Unless otherwise stated, capitalised terms in this announcement
have the same meaning as in the Circular.
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
Enquiries:
The Alumasc Group plc +44 (0)1536 383 844
Paul Hooper (Chief Executive)
Andrew Magson (Group Finance
Director)
Helen Ashton (Company Secretary)
finnCap Ltd (Nomad) +44 (0)20 7220 0500
Julian Blunt/Anthony Adams/Edward
Whiley
Peel Hunt (Broker) +44 (0)207 7418 8831
Mike Bell
Camarco:
Ginny Pulbrook Tel: 020 3757 4992
Tom Huddart Tel: 020 3757 4991
Email: alumasc@camarco.co.uk
Notes to Editors:
Alumasc is a UK-based supplier of premium building products,
systems and solutions. Almost 80% of group sales are driven by
building regulations and specifications (architects and structural
engineers) because of the performance characteristics offered.
The group has three business segments with strong positions and
brands in their individual markets: Roofing & Water Management;
Architectural Screening, Solar Shading & Balconies; and
Housebuilding Products & Ancillaries.
Appendix 1 - Expected timetable of key events
Each of the times and dates in the table below is indicative
only and may be subject to change:
Publication and posting of the Circular 26 April 2019
and the Forms of Proxy
Latest time and date for receipt of Forms 10.00 a.m. on 21 May
of Proxy, CREST 2019
proxy instructions and registration of online
votes from
Shareholders for the General Meeting
Record date for voting at the General Meeting 6.30 p.m. on 21 May
2019
General Meeting 10.00 a.m. on 23 May
2019
Publication of Schedule One announcement 23 May 2019
Last day of dealings in the Company's Ordinary 24 June 2019
Shares on the
Main Market
Cancellation of listing of the Company's 8.00 a.m. on 25 June
Ordinary Shares on the 2019
Official List
Admission and commencement of dealings in 8.00 a.m. on 25 June
the Company's 2019
Ordinary Shares on AIM
Appendix 2 - Extracts from the Chairman's letter in the
Circular
REASONS FOR AND POTENTIAL BENEFITS OF THE DELISTING AND
ADMISSION
The Company's strategic objectives, as set out in its 2018
Annual Report, are to:
-- Grow revenues faster than the UK construction market on average;
-- Augment UK revenue growth through the development of selective export markets; and
-- Seek to grow profit at a faster rate than revenue by
improving operating margins thereby generating superior shareholder
returns over the medium to longer term.
The Company's business model to achieve this is to:
-- Build specialised positions in growth markets. Each group
business has strategic focus on one or more of the following
long-term growth drivers:
- Water Management
- Energy Management
- Bespoke architectural solutions
- Ease of construction
-- Manage the following in order to maximise opportunities from our strategic positioning:
- Employ talented people
- Leverage our strong brands
- Drive continuous innovation and development
- Maximise commercial opportunities, for example, cross-selling
systems and solutions across the Group
- Invest in strategic priorities
In light of these growth objectives, the Board has carefully
considered whether the listing of its Ordinary Shares on the
premium listing segment of the Official List and the admission to
trading of its Ordinary Shares on the Main Market continues to be
in the best interests of Shareholders or whether a move from the
Main Market to AIM would be advantageous to the Company and its
Shareholders. As a result of this consideration and the
consultation process undertaken with a number of Shareholders, the
Board is now proposing the move to AIM and for the following
reasons believes this to be in the best interests of the Company
and its Shareholders as whole:
-- the Board believes that admission to AIM could make the
Company's shares more marketable to certain private investors and
institutions, in part due to the tax benefits described below;
-- shares traded on AIM can, in some cases, attract beneficial
tax treatment and be treated as unlisted for the purposes of
certain areas of UK taxation. Following the Delisting and Admission
individuals who hold Ordinary Shares may be eligible for relief
from inheritance tax under the business property relief provisions.
Given the make-up of the Company's register of members, the Board
believe that this potential relief may be attractive for
individuals who are Shareholders. Shareholders and prospective
investors should consult their own professional advisers on whether
an investment in an AIM security is suitable for them, or whether
the inheritance tax benefit referred to above is available to
them;
-- AIM will offer greater flexibility with regard to corporate
transactions and should therefore enable the Company to agree and
execute certain transactions more quickly and cost effectively than
a company on the Official List;
-- AIM, which is operated and regulated by the London Stock
Exchange, has an established reputation with investors and analysts
and is an internationally recognised market. It was launched in
June 1995 as the London Stock Exchange's market specifically
designed for smaller companies, with a more flexible regulatory
regime. For smaller companies, such as Alumasc, AIM provides a more
suitable market and environment that should simplify the ongoing
administrative and regulatory requirements of the Company;
-- the Company should continue to appeal to specialist
institutional investors following the move to AIM (such as certain
investors in AIM companies who might qualify for relief from
inheritance tax under the business property relief provisions) and,
in light of the possible tax benefits mentioned above, the
Directors hope that being admitted to AIM will make the Company's
shares more attractive to certain retail investors. Since 5 August
2013 shares traded on AIM can be held in ISAs; and
-- the UK government's abolition of stamp duty on shares that
are traded on AIM and not listed on any other market with effect
from 28 April 2014 may help increase liquidity in the trading of
the Company's Ordinary Shares.
In summary, if today Alumasc were considering a listing of its
shares for the first time, the directors would now be opting for
AIM. Consequently, the advantages outlined above make the proposed
Delisting and Admission commercially attractive.
DETAILS OF THE DELISTING AND ADMISSION
In order to effect the Delisting and Admission, the Company will
require, amongst other things, that the Resolution is passed by
Shareholders at the General Meeting. The Resolution will authorise
the Board to cancel the listing of the Company's Ordinary Shares on
the Official List, remove the Company's Ordinary Shares from
trading on the Main Market and to apply for admission of the
Company's Ordinary Shares to trading on AIM.
Conditional on the Resolution having been approved by
Shareholders at the General Meeting, the Company will apply to
cancel the listing of the Company's Ordinary Shares on the Official
List and trading on the Main Market and give 20 Business Days'
notice to the London Stock Exchange of its intention to seek
admission to trading on AIM under AIM's streamlined process for
companies that have had their securities traded on an AIM
Designated Market (which includes the Official List).
It is anticipated that:
a) the last day of dealing in the Company's Ordinary Shares on
the Main Market will be 24 June 2019;
b) cancellation of the listing of Company's Ordinary Shares on
the Official List will take effect at 8.00 a.m. on 25 June 2019;
and
c) admission will take place, and dealings in the Company's
Ordinary Shares will commence on AIM, at 8.00 a.m. on 25 June 2019,
being not less than 20 Business Days from the date of the General
Meeting.
As the Company's Ordinary Shares have been listed on the premium
segment of the Official List for more than 18 months, the AIM Rules
do not require an admission document to be published by the Company
in connection with the Company's admission to trading on AIM.
However, subject to the passing of the Resolution at the General
Meeting, the Company will, following the General Meeting, publish
an announcement which complies with the requirements of Schedule
One to the AIM Rules comprising information required to be
disclosed by companies transferring their securities from the
Official List, being an AIM Designated Market, to AIM.
Although the Company intends to seek admission of its Ordinary
Shares to trading on AIM, there can be no guarantee that the
Company will be successful in achieving admission of its Ordinary
Shares to trading on AIM.
Shareholders should note that, unless the Resolution is passed
by Shareholders at the General Meeting, the Delisting and Admission
cannot be implemented. In such circumstances, the Ordinary Shares
will not be admitted to AIM and will continue to be admitted to the
premium segment of the Official List and to trading on the Main
Market for listed securities of the London Stock Exchange.
CONSEQUENCES OF THE MOVE TO AIM
Following Admission, the Company will be subject to the AIM
Rules. Shareholders should note that AIM is self-regulated and that
the protections afforded to investors in AIM companies are less
rigorous than those afforded to investors in companies listed on
the premium segment of the Official List.
Shareholders should further note that the share price of AIM
companies can be highly volatile, which may prevent Shareholders
from being able to sell their Ordinary Shares at or above the price
they paid for them. The market price and the realisable value for
the Ordinary Shares could fluctuate significantly for various
reasons, many of which are outside the Company's control. Further,
there can be no assurance that an active or liquid trading market
for the Ordinary Shares will develop or, if developed, will be
maintained following Admission. In addition, as the Ordinary Shares
will no longer be admitted to the Official List, the Ordinary
Shares may be more difficult to sell compared with the shares of
companies listed on the Official List. Liquidity on AIM is in part
provided by market makers, who are member firms of the London Stock
Exchange and are obliged to quote a share price for each company
for which they make a market between 8.00 a.m. and 4.30 p.m. on
Business Days.
Whilst there are some similarities in the obligations of a
company whose shares are traded on AIM to those of a company whose
shares are listed on the premium segment of the Official List,
there are also significant differences, including:
a) Corporate transactions for companies whose shares are listed
on the premium segment of the Official List often require
shareholder approval and the engagement of a sponsor to oversee the
process and liaise with the UKLA. In particular, on a proposed
acquisition, where the size of the target represents 25 per cent.
or more of the listed company on the basis of certain comparative
tests (for example, consideration for the acquisition as a
percentage of market capitalisation of the listed company), a
circular to shareholders approved by the UKLA is required
explaining the transaction and seeking the approval of
shareholders.
However, under the AIM Rules, prior shareholder approval is
required only for transactions with a much larger size threshold,
being:
i. reverse takeovers, being an acquisition or acquisitions in a
twelve-month period which would:
1. exceed 100 per cent. in various comparative tests, such as
the ratio of transaction consideration to the market capitalisation
of the company; or
2. result in a fundamental change in the Company's business, board or voting control; and
ii. disposals which, when aggregated with any other disposals over the previous twelve months,
would result in a fundamental change of business (being
disposals that exceed 75 per cent. in various comparative tests,
such as the ratio of transaction consideration to the market
capitalisation of the company).
Under the Listing Rules, companies listed on the premium segment
of the Official List also require shareholder approval for a
broader range of transactions, including related party
transactions.
b) The regime in relation to dealing in own securities and
treasury shares is less onerous under the AIM Rules which contain
restrictions on the timing of dealings and notification
requirements but not requirements as to price, shareholder approval
or tender offers as is the case under Chapter 12 of the Listing
Rules for companies with a listing on the premium segment of the
Official List.
c) There are no prescribed contents requirements for shareholder
circulars or a requirement for such circulars to be approved by the
FCA as is the case under Chapter 13 of the Listing Rules for
companies with a listing on the premium segment of the Official
List.
d) There is no requirement under the AIM Rules for a prospectus
or an admission document to be published for further issues of
securities to institutional investors, except when seeking
admission for a new class of securities or as otherwise required by
law.
e) Unlike the Listing Rules, the AIM Rules do not specify any
required structures or discount limits in relation to further
issues of securities.
f) Compliance with the UK Corporate Governance Code is not
mandatory for companies whose shares are admitted to trading on
AIM. If Admission occurs, the Company intends to maintain robust
governance standards and will adopt the QCA Corporate Governance
Code. It will review its corporate governance procedures from time
to time having regard to the size, nature and resources of the
Company to ensure such procedures are appropriate.
g) Institutional investor guidelines (such as those issued by
the Investment Association, the Pensions and Lifetime Savings
Association and the Pre-Emption Group), which provide guidance on
issues such as executive compensation and share-based remuneration,
corporate governance, share capital management and the issue and
allotment of shares on a pre-emptive or non-pre-emptive basis, do
not directly apply to companies whose shares are admitted to
trading on AIM. However, the Company intends to continue adopting
good practice in relation to such matters.
h) Under the Listing Rules, a company listed on the premium
segment of the Official List is required to appoint a 'sponsor' for
the purposes of certain corporate transactions, such as when
undertaking a large transaction or capital raising. The
responsibilities of the sponsor include providing assurance to the
FCA when required that the responsibilities of the listed company
have been met. Under the AIM Rules, a 'nominated adviser' and
broker is required to be engaged by the Company at all times. The
nominated adviser has ongoing responsibilities to both the Company
and the London Stock Exchange. Conditional on Admission, the
Company intends to appoint finnCap as the Company's Nominated
Adviser. Peel Hunt will continue to act as the Company's
broker.
i) Where the Company has a controlling shareholder (as defined
in the Listing Rules), it will no longer be required to enter into
a relationship agreement with such controlling shareholder and to
comply with the independence provision at all times as is required
under the Listing Rules.
j) Whilst a company's appropriateness for AIM is, in part,
dependent on it having free float in order that there is a properly
functioning market in the shares, there is no specified requirement
for a minimum number of shares in an AIM company to be held in
public hands, whereas a company listed on the Official List has to
maintain a minimum of 25 per cent. of its issued ordinary share
capital in public hands.
k) Certain securities laws will no longer apply to the Company
following Admission; for example, the
Disclosure Guidance and Transparency Rules (save that Chapter 5
of the same in respect of significant shareholder notifications and
MAR (relating to, inter alia, market abuse and insider dealing)
will continue to apply to the Company) and certain of the
Prospectus Rules. This is because AIM is not a regulated market for
the purposes of the European Union's directives relating to
securities.
l) Companies with a listing on the premium segment of the
Official List may only cancel their listing with the approval of 75
per cent. of the voted shares and, if the company has a controlling
shareholder, must also secure the approval of a majority of the
voting independent shareholders (other than in limited
circumstances). Under the AIM Rules, an AIM company requires 75 per
cent. shareholder approval in order to cancel admission of its
securities to trading on AIM and, in certain limited circumstances,
the London Stock Exchange may agree that shareholder consent is not
required.
m) Shares traded on AIM can, in some cases, attract beneficial
treatment and be treated as unlisted for the purposes of certain
areas of UK taxation. Following the Delisting and Admission,
individuals who hold Ordinary Shares may be eligible for relief
from inheritance tax under the business property relief provisions.
Given the make-up of the Company's register of members, the Board
believe that this potential relief may be attractive for
individuals who are Shareholders. Shareholders and prospective
investors should consult their own professional advisers on whether
an investment in an AIM security is suitable for them, or whether
the inheritance tax relief referred to above may be available to
them.
n) The Delisting may have implications for Shareholders holding
shares in a Self-Invested Personal Pension ("SIPP"). For example,
shares in unlisted companies may not qualify for certain SIPPs
under the terms of that SIPP. Shareholders holding shares in a SIPP
should therefore consult with their SIPP provider immediately.
Following Admission, the Company will be categorised for these
purposes as unlisted.
o) The requirement under section 439A of the Companies Act 2006
to submit a remuneration policy for a binding vote by shareholders
is only applicable to quoted companies listed on the Main Market. A
company whose shares are traded on AIM is not subject to the same
obligation to submit its remuneration policy to a binding vote of
shareholders. However, the Directors do not currently intend to
make any changes to the Company's general approach to executive
remuneration.
The comments on the tax implications described in the Circular
are based on the Directors' current understanding of tax law and
practice, are not tailored to any individual circumstances and are
primarily directed at individuals who are UK resident and
domiciled. Tax rules can change and the precise tax implications
for you will depend on your particular circumstances and you should
consult your own independent professional adviser.
Following Admission, Ordinary Shares that are held in
uncertificated form will continue to be held and settled through
CREST. Share certificates representing those Ordinary Shares held
in certificated form will continue to be valid and no new
certificates will be issued in respect of such Ordinary Shares
following a move to AIM. Accordingly, Shareholders should continue
to be able to trade Ordinary Shares in the usual manner through
their stockbroker or other suitable intermediary.
In addition, the Companies Act, FSMA, certain of the Prospectus
Rules, MAR and the City Code on Takeovers and Mergers will continue
to apply to the Company following Admission, as the Company is a
public limited company incorporated in the UK.
The Board does not envisage that there will be any significant
alteration to the standards of reporting and governance which the
Company currently maintains and the Company will maintain its
Audit, Remuneration and Nomination Committees.
CURRENT FINANCIAL YEAR TRADING AND OUTLOOK
Alumasc has been repositioned to become a dedicated supplier of
premium building products to the UK construction industry and to
seek opportunities to expand internationally. In the first half of
the financial year ending 30 June 2019, management's focus was on
accelerating delivery of the strategic objectives set out in our
2018 annual report and taking restorative action in those
businesses that did not perform to expectations.
Trading in the first half of Alumasc's financial year reflected
a lower than anticipated level of larger project activity,
including exports, particularly in our Levolux and Gatic businesses
mainly due to project delays. The Group also saw a lower level of
commercial new build activity in the UK construction market than in
the first half of the prior year. This market sector represents
circa 30 per cent. of Alumasc's business and is Levolux's principal
market.
Trading to date in the second half of the financial year to 30
June 2019 has broadly followed the trends of the first half. The
management action taken to improve performance outlined in the
interim statement, including; profit margin improvement in Gatic;
specification cross-selling initiatives across the Group's Roofing,
Water Management, Solar Shading, Screening and Balconies
businesses; and the GBP1.0 million overhead cost saving programme,
are beginning to bear fruit and are expected to benefit the Group's
2019/20 financial year.
The Group merged its two legacy defined benefit pension schemes,
as planned, in March 2019. In April 2019 the Group signed a new
committed three year GBP20 million revolving credit banking
facility on similar terms to the Group's previous facility.
For the most part, Alumasc continues to operate in an uncertain
UK economic and political environment with the UK construction
industry forecast to grow by only single digit percentages in the
short term.
Following management actions taken this financial year to better
leverage the strong strategic positioning of the Group's businesses
and improve profit, the Board remains confident in the future.
RECOMMATION
The Board believes the Transaction and the Resolution to be in
the best interests of the Company and its Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders
vote in favour of the Resolution to be proposed at the General
Meeting, as those Directors who hold Ordinary Shares have
irrevocably undertaken to do in respect of their own beneficial
holdings amounting, in aggregate, to 5,368,555 Ordinary Shares,
representing approximately 14.86 per cent. of the issued capital of
the Company as at the Latest Practicable Date.
IMPORTANT INFORMATION
The distribution of this announcement in or into certain
jurisdictions other than the United Kingdom may be restricted by
law. Therefore, persons into whose possession this announcement
comes should inform themselves about, and observe, any such
restrictions.
This announcement contains (or may contain) certain
forward--looking statements with respect to the Company and certain
of its goals and expectations relating to its future financial
condition and performance which involve a number of risks and
uncertainties. No forward--looking statement is a guarantee of
future performance and actual results could differ materially from
those contained in any forward--looking statements. All statements,
other than statements of historical facts, contained in this
announcement, including statements regarding the Group's future
financial position, business strategy and plans, business model and
approach and objectives of management for future operations, are
forward--looking statements. Generally, the forward--looking
statements in this announcement use words such as "aim",
"anticipate", "target", "expect", "estimate", "plan", "goal",
"believe", "will", "may", "could", "should", "future", "intend"
"opportunity", "potential", "project", "seek" and other words
having a similar meaning. By their nature, forward--looking
statements involve risk and uncertainty because they relate to
future events and circumstances, including, but not limited to,
economic and business conditions, the effects of changes in
interest rates and foreign exchange rates, changes in legislation,
changes in customer habits and other factors outside the control of
the Company, that may cause actual results, performance or
achievements to be materially different from any results,
performance or achievements expressed or implied by such
forward--looking statements. All forward looking statements
contained in this announcement are based upon information available
to the Directors at the date of this announcement and access to
this announcement shall not give rise to any implication that there
has been no change in the facts set forth herein since such date.
The forward--looking statements in this announcement are based on
the relevant Directors' beliefs and assumptions and information
only as of the date of this announcement, and the forward--looking
events discussed in this announcement might not occur. Therefore,
Shareholders should not place any reliance on any forward--looking
statements. Except as required by law or regulation (including,
without limitation, as a consequence of the Prospectus Rules, EU
Market Abuse Regulation, Listing Rules, the AIM Rules and/or the
Disclosure Guidance and Transparency Rules), the Directors
undertake no obligation to publicly update any forward--looking
statements, whether as a result of new information, future earnings
or otherwise.
finnCap Ltd ("finnCap"), which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for the Company and will not be responsible to any
person other than the Company for providing the protections
afforded to its customers or for advising any other person on the
contents of this announcement or any matter, transaction or
arrangement referred to therein. finnCap has not authorised the
contents of, or any part of, this announcement, makes no
representation or warranty, express or implied, as to the contents
of this announcement, and finnCap does not accept any liability
whatsoever for the accuracy or completeness of the information or
opinions contained in this announcement (or for the omission of any
material information) and shall not be responsible for the contents
of this announcement. finnCap expressly disclaims all and any
responsibility or liability whether arising in tort, contract or
otherwise which it might otherwise have in respect of this
announcement.
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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