TIDMBONH
RNS Number : 0072C
Bonhill Group PLC
07 June 2023
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO CANADA, AUSTRALIA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION
IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY
SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA. NEITHER
THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE
BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU (WHICH FORMS PART OF
DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018), AS AMED.
7 June 2023
Bonhill Group plc
("Bonhill", the "Company" or the "Group")
Proposed Disposal of the Business and Assets of InvestmentNews
LLC,
Tender Offer of up to 48,013,696 Ordinary Shares at
10 pence per Ordinary Share
and
Cancellation of Admission of Ordinary Shares to trading on
AIM
Bonhill (AIM: BONH), announces that, further to its announcement
on 24 May 2023, it is later today posting a circular to its
shareholders ("Circular") regarding: -
-- the conditional disposal of the business and assets of InvestmentNews LLC (the "Disposal");
-- as soon as practicable following Completion and, subject to
certain approvals at the General Meeting, a return of substantially
all of its available cash, amounting to approximately GBP4.8
million, equating to 4.0 pence per Ordinary Share (or 10.0 pence
per Ordinary Share in the Tender Offer) , to Shareholders by way of
a tender offer (the "Tender Offer");
-- the cancellation of the admission of its Ordinary Shares to
trading on AIM following the close of the Tender Offer (the
"Cancellation"); and
-- its re-registration as a private limited company following the Cancellation.
Each of the Disposal and the Tender Offer is conditional on
Shareholders' approval. The proposed Tender Offer will only take
place if the Disposal is approved by Shareholders and then
subsequently completes which is expected to occur on or around 23
June 2023 following a general meeting to be held at 10.00 a.m. on
the same day (the "General Meeting"), following which the Tender
Offer will be launched. Subject to Completion and completion of the
Tender Offer, the Directors have concluded that it would be in the
best interests of the Company and its Shareholders as a whole to
proceed with the Cancellation.
Accordingly, the Company is seeking Shareholders' approval at
the General Meeting for each of the Disposal, the proposed Tender
Offer, Cancellation and Re-registration (together the
"Proposals").
Further details of the Proposals in the form of extracts from
the Circular are set out below. A copy of the Circular will be
published shortly on the Company's website at www.bonhillplc.com .
Capitalised terms used but not defined in this announcement will
have the same meaning given to them in the Circular.
Tender Offer
Subject to approval of the Disposal and Resolution 2 at the
General Meeting, each Eligible Shareholder shall be entitled to
tender 40.25 per cent. of the Ordinary Shares held by them at the
Record Date, rounded down to the nearest whole number of Ordinary
Shares at a price of 10 pence per Ordinary Share (the
"Entitlement"). If either of the Disposal and Resolution 2 are not
approved at the General Meeting, the Tender Offer will not proceed
and any Tender Forms which have been submitted will not be
valid.
The Tender Price of 10 pence per Ordinary Share represents a
premium of 66.67 per cent. to the closing price of 6.0 pence per
Ordinary Share on the Latest Practicable Date.
The Tender Offer shall be made available to all Eligible
Shareholders who are on the Register at the Record Date. The Tender
Offer shall be effected by Shore Capital Stockbrokers (acting as
principal and not as agent, nominee or trustee) purchasing Ordinary
Shares from Eligible Shareholders. It is proposed that Shore
Capital Stockbrokers in turn, shall have the right to require the
Company to purchase from it, and can be required by the Company to
sell to it, such Ordinary Shares at the Tender Price pursuant to
the terms of the proposed Repurchase Agreement, details of which
will be set out in the Circular. All Ordinary Shares purchased by
the Company from Shore Capital Stockbrokers pursuant to the
Repurchase Agreement will be cancelled.
The Company requires authority from Shareholders to purchase any
such Ordinary Shares and this is being sought at the General
Meeting to be held at the offices of Charles Russell Speechlys LLP,
5 Fleet Place, London EC4M 7RD at 10.00 a.m. on 23 June 2023.
The Independent Directors are making no recommendation to
Shareholders in relation to their participation in the Tender
Offer. Whether or not Eligible Shareholders decide to tender all or
any of their Ordinary Shares will depend on, among other things,
their view of Bonhill's prospects, (including the Cancellation)
further details of which are set out below, and their own
individual circumstances, including their tax position. Eligible
Shareholders should make their own decision and are recommended to
consult a duly authorised independent financial adviser. However,
Shareholders should note that certain Directors, being Laurie
Benson and Jonathan Glasspool intend to tender, in aggregate,
639,934 Ordinary Shares representing approximately 0.54 per cent.
of the Company's issued share capital. John French, Executive
Director and the Chief Executive Officer of InvestmentNews, will
resign as a Director and step down from the Board upon completion
of the Disposal as he is joining Key Media and, therefore he has
not participated in the Board's consideration of, or recommendation
to proceed with, the Proposals. In addition, Richard Staveley, a
Non-Executive Director, will step down from the Board following the
passing of the Resolutions.
Cancellation of Admission of Ordinary Shares to trading on
AIM
Following the Cancellation and Re-registration becoming
effective, the Board intends to delist the Company from AIM and
subsequently place the Company into a members' voluntary
liquidation, further details on which will be set out in the
Circular. In accordance with Rule 41 of the AIM Rules for
Companies, the Company has notified the London Stock Exchange of
the date of Cancellation. Cancellation is also conditional on
Shareholders' approval and a further resolution of the Board.
Accordingly, the Company is seeking Shareholders' approval at
the General Meeting for the Cancellation and the re-registration.
If the Cancellation Resolution is passed at the General Meeting, it
is expected that the last day of dealings in the Ordinar y Shares
on AIM will be 28 July 2023 and that Cancellation will become
effective at 7.00 a.m. on 31 July 2023. Shareholders should note
that no dealing or matched bargain facilities will be made
available following the Cancellation. Shareholders who are in any
doubt as to how to trade their Ordinary Shares following
Cancellation becoming effective should contact their stockbroker or
other independent financial adviser authorised under FSMA.
Pursuant to Rule 41 of the AIM Rules for Companies, the
Cancellation Resolution is conditional upon the approval of
Shareholders holding not less than 75 per cent. of the votes cast
by Shareholders (whether present in person or by proxy) at the
General Meeting.
For further enquiries please contact:
Bonhill Group plc
+44 (0)207 638 6378
Jonathan Glasspool, Non-executive Chairman +44 (0)7714 660
Sarah Thompson, Chief Financial Officer 943
Shore Capital (Financial Adviser, Nominated
Adviser and Broker)
Tom Griffiths/David Coaten /Tom Knibbs +44 (0)20 7408 4050
APPIX I - EXTRACTS FROM THE CIRCULAR
LETTER FROM THE CHAIRMAN
Introduction
On 24 May 2023, the Company announced that it had exchanged
contracts with KM Business Information US, Inc. (" KM Business
Information "), a Key Media company, regarding the conditional
disposal of the business and assets of InvestmentNews LLC ("
InvestmentNews ") for a total cash consideration of $4.1 million
(GBP3.3 million) (the " Disposal "). Due to its size, under the AIM
Rules for Companies, the Disposal is conditional on Shareholders'
approval.
As soon as practicable following completion of the Disposal and
subject to approval of Resolution 2 at the General Meeting, the
Company intends to return substantially all of its available cash,
amounting to approximately GBP4.8 million, equating to 4.0 pence
per Ordinary Share (or 10.0 pence per Ordinary Share in the Tender
Offer), to Shareholders by way of a tender offer. As previously
announced, the Board has concluded that a tender offer is the best
and most efficient way to return a significant amount of capital to
Shareholders in a short space of time, taking account of the
relative costs, complexity and timeframes of the various possible
methods, as well as the likely tax treatment for Shareholders (the
" Tender Offer "). The Tender Offer is conditional on Shareholders'
approval and will only take place if the Disposal completes which
is expected to occur on or around 23 June 2023, following which the
Tender Offer will be launched. Shareholders should note that if the
Disposal does not complete for any reason and Resolution 2 is not
approved at the General Meeting, the Tender Offer will not proceed.
In such circumstances, the Company will make an appropriate
announcement.
Subject to the completion of each of the Disposal and the Tender
Offer, the Directors have concluded that it would be in the best
interests of the Company and its Shareholders as a whole to cancel
admission of the Ordinary Shares to trading on AIM and for the
Company to be re-registered as a private limited company. Following
the Cancellation and Re-registration becoming effective, the Board
intends to place the Company into a members' voluntary liquidation
process, further details on which are set out in paragraph 9
below.
Shareholders should be aware that if the Cancellation Resolution
is approved at the General Meeting, it is expected that the last
day of dealings in the Ordinary Shares on AIM will be 28 July 2023
and that Cancellation will become effective on 31 July 2023.
Shareholders should note that no dealing or matched bargain
facilities will be made available following the Cancellation.
Shareholders who are in any doubt as to how to trade their Ordinary
Shares following Cancellation becoming effective should contact
their stockbroker or other independent financial adviser authorised
under FSMA.
In accordance with Rule 41 of the AIM Rules for Companies, the
Company has notified the London Stock Exchange of the date of
Cancellation. Cancellation is also conditional on Shareholders'
approval and a further resolution of the Board. Accordingly, the
Company is seeking Shareholders' approval at the General Meeting
for the Disposal, the proposed Tender Offer, Cancellation and
Re-registration (together the "Proposals"). If the Cancellation
Resolution is passed at the General Meeting, it is expected that
the last day of dealings in the Ordinary Shares on AIM will be 28
July 2023 and that Cancellation will become effective at 7.00 a.m.
on 31 July 2023.
Pursuant to Rule 41 of the AIM Rules for Companies, the
Cancellation Resolution is conditional upon the approval of
Shareholders holding not less than 75 per cent. of the votes cast
by Shareholders (whether present in person or by proxy) at the
General Meeting.
The purpose of this Circular is to provide you with the
background to and reasons for the Proposals and to explain why the
Independent Directors consider that they are in the best interests
of the Company and its Shareholders as a whole and why they
recommend that Shareholders should vote in favour of the
Resolutions to be proposed at the General Meeting as they intend to
do in respect of their own beneficial shareholdings, which amount,
in aggregate, to 639,934 Ordinary Shares, representing
approximately 0.54 per cent. of the Company's issued share capital.
A notice convening the General Meeting to be held at the offices of
Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD at
10.00 a.m. on 23 June 2023 is set out at the end of the
Circular.
John French, Executive Director and the Chief Executive Officer
of InvestmentNews, will resign as a Director and step down from the
Board upon completion of the Disposal as he is joining Key Media
and, therefore he has not participated in the Board's consideration
of, or recommendation to proceed with, the Proposals.
Directors' intentions regarding the Tender Offer
Laurie Benson and Jonathan Glasspool, who hold, in aggregate,
639,934 Ordinary Shares, representing approximately 0.54 per cent.
of the Company's issued share capital, intend to tender, in
aggregate, 257,573 Ordinary Shares, representing approximately 0.54
per cent. of the number of Ordinary Shares available for tender in
the Tender Offer, and representing their maximum entitlement under
the Tender Offer. The Independent Directors are making no
recommendation to Shareholders in relation to their participation
in the Tender Offer. Whether or not Eligible Shareholders decide to
tender all or any of their Ordinary Shares will depend on, among
other matters, their view of Bonhill's prospects (including the
Cancellation), further details of which are set out below, and
their own individual circumstances, including their tax position.
Eligible Shareholders should make their own decision and are
recommended to consult a duly authorised independent financial
adviser. Shareholders should be aware that if the Cancellation
Resolution is approved at the General Meeting, it is expected that
the last day of dealings in the Ordinary Shares on AIM will be 28
July 2023 and that Cancellation will become effective on 31 July
2023. Shareholders should note that no dealing or matched bargain
facilities will be made available following the Cancellation.
Shareholders who are in any doubt as to how to trade their Ordinary
Shares following Cancellation becoming effective should contact
their stockbroker or other independent financial adviser authorised
under FSMA.
1. Background to and reasons for the Proposals
Proposed disposal of InvestmentNews
On 10 February 2023, the Company announced that it had exchanged
contracts for the conditional sale of its UK and Asia Businesses to
MA Financial Media for total cash consideration of GBP6.5 million,
subject to shareholder approval. The Company also announced that as
soon as practicable following completion of the disposals of both
the UK and Asia Businesses and InvestmentNews, it intended to
return substantially all of its cash to Shareholders by way of a
tender offer. Following Shareholders' approval being obtained at
the Company's general meeting on 27 February 2023, completion of
the disposal of the UK and Asia Businesses took place on 28
February 2023. Following receipt of the proceeds from the sale, the
Company repaid in full the secured loan facility granted by
Rockwood Strategic plc, including interest, amounting in total to
GBP1.05 million.
On 10 March 2023, the Company announced that the non-binding
offer of $6.5 million in cash for the business and assets of
InvestmentNews, which had been received from a US media buyer and
announced on 10 February 2023 had been lowered materially and the
exclusivity period granted to that potential buyer had therefore
ended. The Company also announced that, subject to the completion
of satisfactory due diligence, it had received a non-binding offer
from another US media buyer (being KM Business Information) for the
business and assets of InvestmentNews of $4.1 million in cash.
On 24 May 2023, it was announced that the Company had entered
into the Asset Purchase Agreement with KM Business Information for
the conditional disposal of the business and assets of
InvestmentNews for a total cash consideration of $4.1 million and
that the obligations under InvestmentNews' lease on its offices at
685 3rd Avenue, New York to January 2028, with a value of
approximately $1.9 million, would not be included in the Disposal,
which was expected to be assigned to another media company, with
effect from the end of June 2023. A further announcement will be
made by the Company in due course.
Further details of the Disposal are set out below.
Capital reduction
On 26 April 2023, the Company announced that the Capital
Reduction to increase the Company's distributable reserves, in
order to effect the proposed return of capital to Shareholders via
the Tender Offer, had been sanctioned by the Court. The Capital
Reduction became effective upon the registration of the court order
with the Registrar of Companies, which occurred on 11 May 2023.
The Tender Offer
The Board considers the proposed Tender Offer to be beneficial
to Shareholders for the following principal reasons:
-- it has tax advantages for Eligible Shareholders;
-- it is available to all Eligible Shareholders regardless of the size of their holding;
-- it allows all Eligible Shareholders to receive the same price
per Ordinary Share (at a premium of 66.67 per cent. to the closing
price per Ordinary Share on the Latest Practicable Date)
irrespective of the size of their shareholding and with no dealing
costs.
Further return of cash
In the event that the Tender Offer is not taken up in full and
to the extent that there is any remaining cash above the Company's
on-going requirements, this may be returned to Shareholders by the
liquidators following the conclusion of the members' voluntary
winding up procedure. However, the Board understands that the
return of any further cash to Shareholders following the
appointment of liquidators may take considerable time following the
Cancellation becoming effective, and the level of cash (if any)
cannot be guaranteed, and therefore Shareholders are strongly
encouraged to participate in the Tender Offer. It should be noted
that if the Disposal does not occur for any reason and Resolution 2
is not approved at the General Meeting, the Tender Offer will not
proceed. In such circumstances, the Company will make an
appropriate announcement.
Cancellation
Following completion of the Disposal, having considered the
options and while the prospect of becoming an AIM Rule 15 cash
shell is potentially attractive, the Board has resolved, in the
current climate, to return substantially all of its available cash
(amounting to approximately GBP4.8 million, equating to 4.0 pence
per Ordinary Share, following receipt of the consideration from the
Disposal which is expected to be received on or around 23 June
2023) to Shareholders in the short term, and to seek Cancellation
and Re-registration which it believes are in the best interests of
the Company and Shareholders as a whole.
Shareholders should note that no dealing or matched bargain
facilities will be made available following the Cancellation.
Re-registration
As set out above, following Cancellation becoming effective, the
Directors believe 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 being a private
limited company, which will make it easier and quicker to effect
the members' voluntary liquidation. It is therefore proposed to
re-register the Company as a private limited company. In view of
the proposed members' voluntary liquidation of the Company, it is
not proposed to adopt new articles appropriate for a private
limited company following the Cancellation and Re-registration. The
principal effects of the Re-registration on the rights and
obligations of Shareholders and the Company are summarised in Part
V of the Circular.
An 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 during August.
2. Details of the Disposal
InvestmentNews is to be disposed of by way of the acquisition of
certain tangible and intangible assets by KM Business Information.
In the year ended 31 December 2022, InvestmentNews generated
audited turnover of approximately GBP7.2 million and made an
operating loss of approximately GBP2.2 million. At the same date,
it had audited net liabilities of approximately GBP11.8
million.
The obligations under InvestmentNews' lease on its offices at
685 3rd Avenue, New York to January 2028, with a value of
approximately $1.9 million, are not included in the Disposal and is
expected to be assigned to another media company, with effect from
the end of June 2023. A further announcement will be made by the
Company in due course.
The Disposal will represent a fundamental change of business for
the Company pursuant to Rule 15 of the AIM Rules for Companies and
is therefore subject to Shareholders' approval which is to be
obtained at the General Meeting. A notice convening the General
Meeting to be held at the offices of Charles Russell Speechlys LLP,
5 Fleet Place, London EC4M 7RD at 10.00 a.m. on 23 June 2023 is set
out at the end of the Circular. Completion of the Disposal and
receipt of the consideration are expected to take place shortly
following the General Meeting.
KM Business Information is a Key Media company. Key Media is one
of the leading niche publishing companies in the world, with over
300 employees across eight countries, including Australia, New
Zealand, Philippines, USA, UK, Korea, Antigua and Canada. It
delivers world-class content via multiple platforms - online to a
combined audience of over 2.4 million unique visitors per month,
through the pages of over 100 magazines it publishes per year, and
face-to-face at its 90+ annual events enjoyed by thousands of key
industry players. Key Media prides itself on an entrepreneurialism,
innovativeness, agility and perceptiveness that allows it to react
to the needs of its niche audiences quickly and precisely.
3. Summary of the Asset Purchase Agreement
On 24 May 2023, the Company entered into the Asset Purchase
Agreement, pursuant to which it has conditionally agreed to dispose
of the business and assets of InvestmentNews to KM Business
Information for a total cash consideration of $4.1 million (GBP3.3
million). The obligations under InvestmentNews' lease on its
offices at 685 3rd Avenue, New York to January 2028, with a value
of approximately $1.9 million, are not included in the Disposal. As
noted above, it is expected that the lease will be assigned to a
third party at the end of June 2023.
Completion of the Asset Purchase Agreement, which is conditional
on the passing of Resolution 1 as set out in the Notice, is
expected to take place shortly following conclusion of the General
Meeting.
Pursuant to the Asset Purchase Agreement, the business and
assets of InvestmentNews, save for InvestmentNews' lease on its
offices, are to be sold to KM Business Information. Under the terms
of the Asset Purchase Agreement, the purchase price payable by KM
Business Information is $4.1 million (GBP3.3 million) all of which
is payable on Completion which is subject to Shareholder
approval.
In the period between the date of the Asset Purchase Agreement
and Completion, Bonhill has agreed to procure that InvestmentNews
will carry on business in the ordinary course. The Company and
InvestmentNews have provided certain warranties and a limited
number of indemnities to KM Business Information in respect of
certain agreed matters. The Company and InvestmentNews have agreed
to certain non-compete restrictions in respect of the business and
assets being disposed of. However, it is not envisaged that the
Company or InvestmentNews will carry on any trade following the
Disposal.
4. The Tender Offer
Earlier today, the Company announced that it proposed to return
approximately GBP4.8 million, equating to 4.0 pence per Ordinary
Share (or 10.0 pence per Ordinary Share in the Tender Offer), by
way of a conditional tender offer pursuant to which Eligible
Shareholders are invited to tender some or all of their Ordinary
Shares up to their Entitlement. Subject to approval of the Disposal
and Resolution 2 at the General Meeting, each Eligible Shareholder
shall be entitled to tender 40.25 per cent. of the Ordinary Shares
held by them at the Record Date, rounded down to the nearest whole
number of Ordinary Shares at a price of 10 pence per Ordinary Share
(the "Entitlement"). If the Disposal and Resolution 2 are not
approved at the General Meeting, the Tender Offer will not proceed
and any Tender Forms which have been submitted will not be
valid.
The Tender Price of 10 pence per Ordinary Share represents a
premium of 66.67 per cent. to the closing price of 6.0 pence per
Ordinary Share on the Latest Practicable Date.
A table showing the closing price for the Ordinary Shares on the
first Business Day of each of the six months before the date of the
Circular and on the Latest Practicable Date is set out in paragraph
3 of Part VII of the Circular.
Eligible Shareholders are not required to tender any or all of
their Ordinary Shares (up to their Entitlement) if they do not wish
to do so, but are strongly encouraged to review their potential
participation in light of the Cancellation and the matters set out
in the paragraph entitled "Further return of cash" above.
The Tender Offer shall be made available to all Eligible
Shareholders who are on the Register at the Record Date.
Subject to approval of the Disposal and Resolution 2 at the
General Meeting, the Tender Offer shall be effected by Shore
Capital Stockbrokers (acting as principal and not as agent, nominee
or trustee) purchasing Ordinary Shares from Eligible Shareholders.
It is proposed that Shore Capital Stockbrokers in turn, shall have
the right to require the Company to purchase from it, and can be
required by the Company to sell to it, such Ordinary Shares at the
Tender Price pursuant to the terms of the proposed Repurchase
Agreement, details of which are set out in paragraph 2 of Part VII
of the Circular . All Ordinary Shares purchased by the Company from
Shore Capital Stockbrokers pursuant to the Repurchase Agreement
will be cancelled.
The Company requires authority from Shareholders to purchase any
such Ordinary Shares and this is being sought at the General
Meeting to be held at the offices of Charles Russell Speechlys LLP,
5 Fleet Place, London EC4M 7RD at 10.00 a.m. on 23 June 2023.
The Independent Directors are making no recommendation to
Shareholders in relation to their participation in the Tender
Offer. Whether or not Eligible Shareholders decide to tender all or
any of their Ordinary Shares will depend on, among other things,
their view of Bonhill's prospects, (including the Cancellation)
further details of which are set out below, and their own
individual circumstances, including their tax position. Eligible
Shareholders should make their own decision and are recommended to
consult a duly authorised independent financial adviser. However,
Shareholders should note that certain Directors, being Laurie
Benson and Jonathan Glasspool intend to tender in aggregate 639,934
Ordinary Shares representing approximately 0.54 per cent. of the
Company's issued share capital. Shareholders should be aware that
if the Cancellation Resolution is approved at the General Meeting,
it is expected that the last day of dealings in the Ordinary Shares
on AIM will be 28 July 2023 and that Cancellation will become
effective on 31 July 2023. Shareholders should note that no dealing
or matched bargain facilities will be made available following the
Cancellation. Shareholders who are in any doubt as to how to trade
their Ordinary Shares following Cancellation becoming effective
should contact their stockbroker or other independent financial
adviser authorised under FSMA.
Subject to approval of the Disposal and Resolution 2 at the
General Meeting, the Tender Offer shall be made on behalf of the
Company by Shore Capital Stockbrokers to all Shareholders who are
on the Register at the Record Date, save that for legal and
regulatory reasons, the Company is unable to make the opportunity
to participate in the Tender Offer available to Shareholders who
are resident in the Restricted Territories. Full details of the
proposed Tender Offer, including the terms and conditions on which
it is being made, are set out in Part II of the Circular and, in
relation to Eligible Shareholders holding Ordinary Shares in
certificated form, on the Tender Form.
There is no guarantee that any Ordinary Shares will be acquired
pursuant to the Tender Offer. The Tender Offer is conditional,
inter alia, on the passing of Resolution 2 set out in the Notice at
the end of the Circular and the satisfaction of the other
Conditions set out in paragraph 2 of Part II of the Circular,
including Completion of the Disposal. The approval of Resolution 2
requires not less than 75 per cent. of those voting at the General
Meeting in person or by proxy to vote in favour of the resolution.
It is possible that Shareholders may not approve the Tender
Offer.
The proposed Tender Offer shall involve the following steps:
-- The Tender Offer shall be made to Eligible Shareholders by
Shore Capital Stockbrokers for the purchase of up to 48,013,696
Ordinary Shares. Under the Tender Offer and following approval of
the requisite resolutions at the General Meeting, each Shareholder
shall be entitled to have up to 40.25 per cent. of his or her
shareholding purchased by Shore Capital Stockbrokers at the Tender
Price (10 pence per Ordinary Share).
-- Eligible Shareholders will be able to decide to tender none,
some, or all of their Ordinary Shares up to their Entitlement
within the overall limits of the Tender Offer.
-- Tenders will only be accepted in relation to a Shareholder's
Entitlement and there is no ability for Shareholders to tender more
than their Entitlement.
-- All Ordinary Shares validly tendered by any Shareholder up to
their Entitlement will be accepted in full.
-- The Tender Form to be completed by Shareholders who hold
their Ordinary Shares in certificated form contains a box to enable
those Shareholders to specify the total number of Ordinary Shares
that they wish to tender (Box 1b).
-- Shareholders who hold their Ordinary Shares in uncertificated
form (i.e. in CREST) and who wish to tender their Entitlement
should send a TTE instruction through CREST to the member account
set out in paragraph 3.3.1 of Part II of the Circular . The
Receiving Agent will calculate your Entitlement on the Record Date
and return any excess Ordinary Shares. If you wish to tender a
different number of Ordinary Shares to your Entitlement, you should
send a TTE Instruction through CREST to the same member account
specifying such number of Ordinary Shares that you wish to
tender.
-- All successfully tendered Ordinary Shares purchased by Shore
Capital Stockbrokers will be repurchased from Shore Capital
Stockbrokers by the Company and will be cancelled.
-- While any rights of Shareholders who choose not to tender
their Ordinary Shares will be unaffected, the significant reduction
in the Company's issued share capital may result in a consequential
reduction in the liquidity of the Ordinary Shares in the secondary
market while still admitted to trading on AIM. Shareholders should
be aware that if the Cancellation Resolution is approved at the
General Meeting, it is expected that the last day of dealings in
the Ordinary Shares on AIM will be 28 July 2023 and that
Cancellation will become effective on 31 July 2023. Shareholders
should note that no dealing or matched bargain facilities will be
made available following the Cancellation. Shareholders who are in
any doubt as to how to trade their Ordinary Shares following
Cancellation becoming effective should contact their stockbroker or
other independent financial adviser authorised under FSMA.
In the event that Disposal is not approved at the General
Meeting, or the Disposal does not complete for any reason, or
Resolution 2 is not passed, the Tender Offer will not be launched.
In such circumstances, any Tender Forms submitted will not be
valid. The Company will make an appropriate announcement.
Shareholders' attention is drawn to the Conditions set out in
Part II of the Circular and to the Questions and Answers on the
Tender Offer set out in Part III of the Circular.
Tender Offer results announcement and Unconditional Date
As set out in the "Expected Timetable of Principal Events" on
page 4 of this Circular, it is expected that the results of the
proposed Tender Offer will be announced on 19 July 2023, at which
time the Tender Offer is expected to become unconditional subject
to the Conditions set out in paragraph 2 of Part II ("Terms and
Conditions of the Tender Offer") of this Circular having been
satisfied. Until such time as the Tender Offer becomes
unconditional, the Tender Offer will be subject to the Conditions
described in paragraph 2 of Part II ("Terms and Conditions of the
Tender Offer") of this Circular. Settlement is then expected to
take place as set out in the Expected Timetable of Principal
Events" on page 4 of this Circular and as provided for in Part II
("Terms and Conditions of the Tender Offer") of this Circular.
Taxation
A guide to certain UK tax consequences of the proposed Tender
Offer for Shareholders under current UK law and HM Revenue &
Customs practice is set out in Part IV of the Circular.
Shareholders who are in any doubt as to their tax position or
who are subject to tax in a jurisdiction other than the UK should
consult an appropriate professional adviser.
Overseas Shareholders
Shareholders with registered or mailing addresses outside the
UK, or who are citizens or nationals of, or resident in, a
jurisdiction other than the UK, should read paragraph 9 of Part II
of the Circular and the relevant provisions of the Tender Form. It
is the responsibility of all Overseas Shareholders to satisfy
themselves as to the observance of any legal requirements in their
jurisdiction, including, without limitation, any relevant
requirements in relation to the ability of such holders to complete
and return a Tender Form.
Proposed Repurchase Agreement
Under the terms of the proposed Repurchase Agreement, the
Company shall grant a put option to Shore Capital Stockbrokers
which, on exercise by Shore Capital Stockbrokers, obliges the
Company to purchase from Shore Capital Stockbrokers, at the Tender
Price, the Ordinary Shares purchased by Shore Capital Stockbrokers
pursuant to the Tender Offer. In addition, under the terms of the
proposed Repurchase Agreement, Shore Capital Stockbrokers shall
grant the Company a call option which, on exercise by the Company,
shall oblige Shore Capital Stockbrokers to sell to the Company, at
the Tender Price, the Ordinary Shares proposed to be purchased by
Shore Capital Stockbrokers pursuant to the Tender Offer. Under the
terms of the proposed Repurchase Agreement and pursuant to the
Tender Offer generally, Shore Capital Stockbrokers will act as
principal and not as agent, nominee, or trustee. Further details of
the proposed Repurchase Agreement are set out in paragraph 2 of
Part VII of the Circular.
Directors' intentions regarding the Tender Offer
As set out above, Laurie Benson and Jonathan Glasspool, who
hold, in aggregate, 639,934 Ordinary Shares, representing
approximately 0.54 per cent. of the Company's issued share capital,
intend to tender, in aggregate, 257,573 Ordinary Shares,
representing approximately 0.54 per cent. of the number of Ordinary
Shares available for tender in the Tender Offer.
5. Cancellation
Background to and reasons for the Cancellation and
Re-registration
As previously announced, due to being AIM quoted, the Company is
burdened with a fixed set of annual overheads currently amounting
to approximately GBP0.4 million. Subject to Completion, having
considered the options and while the prospect of becoming an AIM
Rule 15 cash shell is potentially attractive, the Independent
Directors have resolved, in the current climate, that a return of
substantially all of the Company's available cash (amounting to
approximately GBP4.8 million) equating to 4.0 pence per Ordinary
Share (or 10.0 pence per Ordinary Share in the Tender Offer), to
Shareholders and to seek the Cancellation and Re-registration is in
the best interests of the Company and Shareholders as a whole.
Process for, and principal effects of, the Cancellation
The Directors are aware that certain Shareholders may be unable
or unwilling to hold Ordinary Shares in the event that the
Cancellation is approved and becomes effective. Such Shareholders
should consider selling their interests in the market prior to the
Cancellation becoming effective or alternatively should consider
participating in the Tender Offer in full and then dispose of any
remaining interests in the market prior to the Cancellation
becoming effective.
Under the AIM Rules for Companies, the Company is required to
give at least 20 clear Business Days' notice of Cancellation. If
the Cancellation Resolution is passed at the General Meeting, it is
proposed that the last day of trading in Ordinary Shares on AIM
will be 28 July 2023 and that the Cancellation will take effect at
7.00 a.m. on 31 July 2023. Shareholders should note that no dealing
or matched bargain facilities will be made available following the
Cancellation. Shareholders who are in any doubt as to how to trade
their Ordinary Shares following Cancellation becoming effective
should contact their stockbroker or other independent financial
adviser authorised under FSMA.
The principal effects of the Cancellation will include the
following:
-- there will be no formal market mechanism enabling the
Shareholders to trade in Ordinary Shares;
-- the liquidity and marketability of the Ordinary Shares will
therefore be reduced and their value adversely affected;
-- the Ordinary Shares may be more difficult to sell compared to
shares of companies traded on AIM (or any other recognised market
or trading exchange);
-- in the absence of a formal market and quote, it may be
difficult for Shareholders to determine a market value for their
investment in the Company at any given time;
-- the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply. In particular, Shareholders will no longer be
afforded the protections given by the AIM Rules for Companies, such
as the requirement to be notified of certain events and to publicly
disclose any changes in major shareholdings in the Company. In
addition, the requirement that the Company seek shareholder
approval for certain corporate actions, where applicable, including
substantial transactions, reverse takeovers, related party
transactions and fundamental changes in the Company's business,
including certain acquisitions and disposals, will no longer
apply;
-- the levels of disclosure and corporate governance within the
Company may not be as stringent as for a company quoted on AIM;
-- the Company will no longer be subject to UK MAR regulating
inside information and other matters;
-- Shore Capital will cease to be nominated adviser to the Company;
-- whilst the Company's CREST facility will remain in place
immediately following the Cancellation becoming effective, the
Company's CREST facility may be cancelled in the future and,
although the Ordinary Shares will remain transferable, they may
cease to be transferable through CREST (in which case, Shareholders
who hold Ordinary Shares in CREST will receive share
certificates);
-- stamp duty will be due on transfers of Ordinary Shares and
agreements to transfer shares unless a relevant exemption or relief
applies to a particular transfer; and
-- the Cancellation and Re-registration may have personal
taxation consequences for Shareholders.
Shareholders who are in any doubt about their tax position
should consult their own professional independent tax adviser.
The above considerations are not exhaustive, and Shareholders
should seek their own independent advice when assessing the likely
impact of Cancellation on them.
For the avoidance of doubt, the Company will remain registered
with the Registrar of Companies in England and Wales in accordance
with, and subject to, the Companies Act, notwithstanding the
Cancellation and Re-registration becoming effective.
As set out above, John French, Executive Director and Chief
Executive Officer of InvestmentNews, will resign as a Director and
leave the Board with effect from Completion. In addition, Richard
Staveley, a Non-Executive Director, will step down from the Board
following the passing of the Resolutions becoming effective. The
composition of the Board is expected to remain otherwise
unchanged.
6. Re-registration
As set out above, following Cancellation becoming effective, the
Directors believe that the requirements and associated costs of the
Company maintaining its public company status will be difficult to
justify following Completion and, given the proposed winding up of
the Company, further details of which are set out in paragraph 9
below, that the Company will benefit from the more flexible
requirements and lower cost associated with private limited company
status. It is therefore proposed to re-register the Company as a
private limited company.
An 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.
7. Takeover Code
Application of the Takeover Code to the Tender Offer
As a public company which has its registered office and central
place of management and control in the United Kingdom and is quoted
on AIM, the Company is subject to the Takeover Code. Under Rule 9
of the Takeover Code, any person who acquires an interest (as such
term is defined in the Takeover Code) in shares which, taken
together with the shares in which they and persons acting in
concert (as defined by the Takeover Code) with them are interested,
carry 30 per cent. or more of the voting rights in a company which
is subject to the Takeover Code is normally required to make a
general offer to all of the remaining shareholders to acquire their
shares.
Similarly, when any person, who together with persons acting in
concert with them, is interested in shares which in aggregate carry
not less than 30 per cent. of the voting rights of a company
subject to the Takeover Code, but does not hold shares carrying
more than 50 per cent. of the voting rights of such a company,
acquires an interest in any shares which increases the percentage
of shares carrying voting rights in which they are interested, that
person together with the persons acting in concert with them, is
normally required to extend an offer in cash at a price not less
than the highest price paid by them, for shares in the company
within the preceding 12 months, to the holders of any class of
equity share capital whether voting or non-voting and also to the
holders of any class of transferable securities carrying voting
rights. 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.
Under Rule 37.1 of the Takeover Code, when a company purchases
its own voting shares, any resulting increase in the percentage of
shares carrying voting rights in which a person or group of persons
acting in concert is interested will be treated as an acquisition
for the purpose of Rule 9.
However, Note 1 of Rule 37.1 states that a person who comes to
exceed the limits in Rule 9.1 as a consequence of a company's
redemption or purchase of its own shares will not normally incur an
obligation to make a mandatory offer unless that person is a
director, or the relationship of the person with any one or more of
the directors is such that the person is, or is presumed to be
acting in concert with any of the directors. A person who has
appointed a representative to the board of the company, and
investment managers of investment trusts, will be treated for these
purposes as a director.
The Tender Offer has been structured such that no Shareholder
should, following completion of the Tender Offer (presuming that is
taken up in full, hold 30 per cent. or more of the voting rights in
the Company, irrespective of their holding of voting rights prior
to the completion of the Tender Offer.
It is proposed that Shore Capital Stockbrokers will purchase, as
principal (not as agent, nominee or trustee) shares under the
Tender Offer which could result in Shore Capital Stockbrokers
acquiring an interest in Ordinary Shares carrying 30 per cent. or
more of the voting rights of the Company. Promptly following such
purchase, under the terms of the proposed Repurchase Agreement,
Shore Capital Stockbrokers will sell all the Ordinary Shares
purchased by Shore Capital Stockbrokers pursuant to the Tender
Offer to the Company and the Company will buy and cancel the
Ordinary Shares which it has purchased.
Accordingly, a waiver has been obtained from the Panel on
Takeovers and Mergers in respect of the application of Rule 9 to
the purchase by Shore Capital Stockbrokers of the voting shares
under the Tender Offer.
Application of the Takeover Code to the Company
Notwithstanding the Cancellation and Re-registration, the
Company will continue to be subject to the Takeover Code for a
period of 10 years following the Cancellation becoming effective.
However, the Takeover Code may cease to apply earlier if the
Company ceases to have its place of central management and control
in the UK, Channel Islands or Isle of Man.
A summary of the Takeover Code is set out in Part VI of the
Circular .
8. Process for Cancellation
Under the AIM Rules for Companies, it is a requirement that the
Cancellation must be approved by Shareholders holding not less than
75 per cent. of votes cast by Shareholders at the General Meeting.
Accordingly, the Notice of General Meeting set out at the end of
the Circular contains a special resolution to approve the
Cancellation.
Furthermore, Rule 41 of the AIM Rules for Companies requires any
AIM company that wishes the London Stock Exchange to cancel the
admission of its shares to trading on AIM to notify shareholders
and to separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date. In
accordance with AIM Rule 41, the Directors have notified the London
Stock Exchange of the Company's intention, subject to the
Cancellation Resolution being passed at the General Meeting, to
cancel the Company's admission of the Ordinary Shares to trading on
AIM on 31 July 2023.
Accordingly, if the Cancellation Resolution is passed, it is
expected that the last day of dealings on AIM in the Ordinary
Shares will be 28 July 2023 and that Cancellation will become
effective at 7.00 a.m. on 31 July 2023. If the Cancellation becomes
effective, Shore Capital will cease to be nominated adviser of the
Company and the Company will no longer be required to comply with
the AIM Rules for Companies. Shareholders should note that no
dealing or matched bargain facilities will be made available
following the Cancellation. Shareholders who are in any doubt as to
how to trade their Ordinary Shares following Cancellation becoming
effective should contact their stockbroker or other independent
financial adviser authorised under FSMA.
9. Members' Voluntary Liquidation
When it is deemed the appropriate time to place the Company into
a members' voluntary liquidation, a meeting of the Directors will
be convened to swear a Statutory Declaration of Solvency and sign a
notice of general meeting of Shareholders. This notice will be
circulated to the Shareholders by the company secretary, giving
them 21 days' notice of that meeting.
At this general meeting, Shareholders will be asked to pass
various resolutions in order to appoint liquidators and to place
the Company into a members' voluntary liquidation. In order for the
resolutions to be passed, 75 per cent. of Shareholders voting will
need to have voted in favour. Any members that are able to attend
the meeting in person may do so by proxy, which will be circulated
with the notice of the general meeting.
Following the liquidators' appointment, the relevant statutory
notices will be issued confirming that the Company has entered
liquidation and details of the liquidators' appointed. The
liquidators will advertise for creditors' claims to ensure that
there are no outstanding amounts due to creditors and prior to the
conclusion of the liquidation, will seek clearance from HM Revenue
& Customs in respect of VAT and corporation tax. Once all
matters have been finalised, the liquidators will look to
distribute any remaining funds (if any) to the Shareholders and
then conclude the liquidation.
10. Shareholders' Approval
Set out at the end of the Circular is a notice convening the
General Meeting to be held at 10.00 a.m. on 23 June 2023 at the
offices of Charles Russell Speechlys LLP, 5 Fleet Place, London
EC4M 7RD at which the Resolutions will be proposed as follows:
-- Resolution 1 - to approve the Disposal;
-- Resolution 2 - to approve the return of capital to
Shareholders by way of the proposed Tender Offer;
-- Resolution 3 - to approve the Cancellation pursuant to AIM
Rule 41 of the AIM Rules for Companies; and
-- Resolution 4 - to approve the Re-registration.
Resolution 2 is conditional on the passing of Resolution 1. In
the event that Resolutions 1 and/or 2 are not passed, Resolutions 3
and 4 will not be put to the General Meeting.
11. Action to be taken
Form of Proxy
Whether or not you wish to tender your Ordinary Shares under the
Tender Offer and regardless of whether you intend to attend the
General Meeting, you are requested to complete, sign and return the
accompanying Form of Proxy, in accordance with the instructions
printed thereon, so as to be received by the Company's registrars,
Share Registrars Limited, 3 The Millennium Centre, Crosby Way,
Farnham, Surrey GU9 7XX, as soon as possible, and in any event by
no later than 10.00 a.m. on 21 June 2023 . The completion and
return of the Form of Proxy will not preclude you from attending
the General Meeting and voting in person should you so wish.
Tender Offer
Subject to the approval of the Disposal and Resolution 2 at the
General Meeting, Shore Capital Stockbrokers shall invite Eligible
Shareholders on the Register on the Record Date to tender Ordinary
Shares for purchase by Shore Capital Stockbrokers for cash at the
Tender Price. This letter is not a recommendation to Shareholders
to sell their Ordinary Shares. The Tender Offer is made on the
terms and subject to the conditions set out in Part II of the
Circular and, for Eligible Shareholders who hold their Ordinary
Shares in certificated form, the Tender Form, such terms and
conditions being deemed to be incorporated herein and forming part
of the Tender Offer. If the resolutions relating to the Disposal
and Resolution 2 are not passed by the requisite majorities at the
General Meeting, the Tender Offer shall not proceed.
Each Eligible Shareholder will be entitled to have accepted in
the Tender Offer valid tenders to Shore Capital Stockbrokers in
respect of their Entitlement.
The number of Ordinary Shares to be purchased in the Tender
Offer will not, in any event, exceed 48,013,696 Ordinary Shares,
representing approximately 40.25 per cent. of the Company's issued
share capital on the Record Date.
Shareholders are not obliged to tender any Ordinary Shares.
Shareholders who wish to continue their investment in the Company
without tendering any Ordinary Shares should not return their
Tender Form or send a TTE instruction. However, Shareholders should
be aware that if the Cancellation Resolution is passed at the
General Meeting, it is expected that the last day of dealings in
the Ordinary Shares on AIM will be 28 July 2023 and that
Cancellation will become effective on 31 July 2023. Shareholders
should note that no dealing or matched bargain facilities will be
made available following the Cancellation. Shareholders who are in
any doubt as to how to trade their Ordinary Shares following
Cancellation becoming effective should contact their stockbroker or
other independent financial adviser authorised under FSMA.
The procedure for tendering your Ordinary Shares depends on
whether your Ordinary Shares are held in certificated form or
uncertificated form and is summarised below.
(a) Ordinary Shares held in certificated form
Eligible Shareholders who hold Ordinary Shares in certificated
form and who wish to tender any or all of their existing holding of
Ordinary Shares (up to their Entitlement) should complete the
Tender Form in accordance with the instructions printed thereon and
in Part II of the Circular and return it by post or by hand (during
normal business hours only) to the Receiving Agent, Share
Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham,
Surrey GU9 7XX. In respect of certificated Shareholders only, a
pre-paid envelope is enclosed for this purpose for holders in the
UK only. Eligible Shareholders who hold their Ordinary Shares in
certificated form should also return their share certificate(s)
and/or other document(s) of title in respect of the Ordinary Shares
tendered. Tender Forms and share certificate(s) and/or other
document(s) title must be received as soon as possible but in any
event by no later than 1.00 p.m. on 18 July 2023 . In the event
that the Tender Offer does not proceed for any reason, Tender Offer
forms will not be valid.
(b) Ordinary Shares held in uncertificated form
Eligible Shareholders who hold their Ordinary Shares in
uncertificated form (i.e. in CREST) and who wish to tender any or
all of their Ordinary Shares (up to their Entitlement) should
tender electronically through CREST so that the TTE instruction
settles by no later than 1.00 p.m. on 18 July 2023 . Further
details of the procedures for tendering and settlement are set out
in Part II of the Circular . You should not seek to make any TTE
instructions in respect of the Tender Offer prior to 27 June
2023.
Shareholders should note that, once tendered, Ordinary Shares
may not be sold, transferred, charged, or otherwise disposed of
other than in accordance with the Tender Offer.
The CREST Manual may assist you in making a TTE Instruction.
Full details of the procedure for tendering Ordinary Shares are
set out in Part II of the Circular and, in the case of Ordinary
Shares held in certificated form, in the Tender Form.
Shareholders who do not wish to sell any Ordinary Shares under
the Tender Offer do not need to take any action, either in relation
to the Tender Form or the sending of a TTE Instruction.
Shareholders are reminded that the Tender Offer is not being
made to Shareholders located in a Restricted Territory. However,
such Shareholders are encouraged to vote in favour of the
Resolution.
Validity of Tender Forms
Tender Forms and TTE Instructions which are received after the
Closing Date or which at that time are incorrectly completed or not
accompanied by all relevant documents or instructions may, at the
sole discretion of Shore Capital Stockbrokers, be rejected and
returned to Shareholders or their appointed agents, together with
any accompanying share certificate(s) and/or other document(s) of
title.
Overseas Shareholders
Shareholders with registered or mailing addresses outside the
UK, or who are citizens or nationals of, or resident in, a
jurisdiction other than the UK, should read paragraph 9 of Part II
of the Circular and the relevant provisions of the Tender Form.
Conditions
The Tender Offer is conditional on the satisfaction of the
Conditions specified in paragraph 2 of Part II of the Circular.
Termination of the Tender Offer
The Tender Offer may be terminated in the circumstances
described in paragraph 7 of Part II of the Circular.
Settlement
Subject to the Tender Offer becoming unconditional, payment of
the Tender Price due to Shareholders under the Tender Offer whose
tenders have been accepted (rounded down to the nearest whole
penny) is expected to be affected by the despatch of cheque(s) or
the crediting of CREST accounts (as appropriate) by 28 July
2023.
Further Information
If you have any questions about the procedure for tendering
Ordinary Shares or if you want help in completing and returning the
Tender Form, please call Share Registrars Limited on +44 (0)1252
821390. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. The helpline is open between
9.00 a.m. and 5.00 p.m., Monday to Friday excluding public holidays
in England and Wales. Please note that Share Registrars cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
Your attention is also drawn to the further information set out
in Parts II to VII of the Circular .
If you need advice in relation to the Tender Offer, you should
consult an independent financial adviser, authorised under the
Financial Services and Markets Act 2000 if you are resident in the
United Kingdom or if not, from another appropriately authorised
independent financial adviser, without delay.
12. Recommendation
The Independent Directors unanimously recommend Shareholders to
vote in favour of the Resolutions as they intend to do in respect
of their own beneficial shareholdings, which amount, in aggregate,
to 639,934 Ordinary Shares, representing approximately 0.54 per
cent. of the Company's issued share capital.
The Independent Directors are making no recommendation to
Shareholders in relation to their participation in the Tender
Offer. Whether or not Eligible Shareholders decide to tender
Ordinary Shares will depend on, among other things, their view of
Bonhill's prospects (including the Cancellation) and their own
individual circumstances, including their tax position.
Shareholders should make their own decision and are recommended to
consult a duly authorised independent adviser. However, each of the
Independent Directors who hold Ordinary Shares have indicated that
they will participate in the Tender Offer to the maximum extent
possible under the Tender Offer.
Yours faithfully
Jonathan Glasspool
Chairman
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2023
Date of publication of the Circular 7 June
Latest time and date for receipt of Forms of Proxy and votes via
CREST 10.00 a.m. on 21 June
(applicable to CREST shareholders only) for the General
Meeting
General Meeting 10.00 a.m. on 23 June
Announcement of result of the General Meeting 23 June
Completion of the Disposal on or around 23 June
Launch of the Tender Offer* 27 June
Closing Date - latest time and date for receipt of Tender Forms and 1.00 p.m. on 18 July
settlement of TTE Instruction(s)
Record Date for the Tender Offer 6.00 p.m. on 18 July
Announcement of result of the Tender Offer 19 July
Unconditional Date for the Tender Offer* and completion of
purchase of 19 July
Ordinary Shares under the Tender Offer
CREST accounts credited with Tender Offer proceeds for
uncertificated by 28 July
Ordinary Shares
Despatch of cheques for Tender Offer consideration in respect of
certificated by 28 July
Ordinary Shares sold under the Tender Offer and any balance
certificates in
respect of any unsold certificated Ordinary Shares
Last day of dealings in Ordinary Shares on AIM 28 July
Cancellation becomes effective 7.00 a.m. on 31 July
Expected occurrence of Re-registration during August 2023
*It should be noted that if the Disposal is not approved at the
General Meeting, the Tender Offer shall not proceed.
Notes:
All references to times throughout the Circular are to London
time. If any of the above times and/or dates change, the revised
times and/or dates will be notified by the Company by an
announcement through a Regulatory Information Service.
Each of the Cancellation and Re-registration requires the
approval of not less than 75 per cent. of the votes cast by
Shareholders, whether voting in person or by proxy, at the General
Meeting.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"AIM Rules for Companies" the AIM Rules for Companies of the London Stock Exchange;
"Asset Purchase Agreement" the conditional asset purchase
agreement dated 23 May 2023 between: (1) the Company; (2)
InvestmentNews; and (3) KM Business Information;
"Board" or the "Directors" the board of directors of the Company
whose names are set out on page 5 of the Circular (and each a
"Director");
"Business Day" a day on which the clearing banks and foreign
exchange markets settle payments and are open for general business
in London;
"CA 2006" or "Companies Act" the Companies Act 2006, as amended;
"Cancellation" the proposed cancellation of admission of the
Ordinary Shares to trading on AIM in accordance with Rule 41 of the
AIM Rules for Companies, subject to passing of the Cancellation
Resolution;
"Cancellation Resolution" resolution 3 to be proposed at the General Meeting;
"Capital Reduction" together, the Share Premium Reduction and
the Merger Reserve Reduction;
"certificated" or "in certificated a share or other security
which is not in uncertificated form (i.e. not
form " in CREST);
"Circular" the circular to be sent to Shareholders
"Closing Date" 1.00 p.m. (UK time) on 18 July 2023, the time and
date on which the Tender Offer closes, unless extended in
accordance with the terms set out in the Circular;
"Companies Act" the Companies Act 2006;
"Company" or "Bonhill " Bonhill Group Plc, a company
incorporated and registered in England and Wales under the Act,
with registered number 02607995;
"Completion" completion of the Disposal pursuant to the Asset
Purchase Agreement;
"Conditions" the conditions set out in paragraph 2 of Part II of
the Circular;
"Court" the High Court of England and Wales;
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear is the Operator (as
defined in the CREST Regulations);
"CREST Manual" the rules governing the operation of CREST as
published by Euroclear and as amended from time to time;
"CREST Member" a person who has been admitted by Euroclear as a
system-member (as defined in the CREST Regulations);
"CREST Participant" a person who is, in relation to CREST, a
system-participant (as defined in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755);
"CREST Sponsor" a CREST Participant admitted to CREST as a CREST
sponsor, being a sponsoring system-participant (as defined in the
CREST Regulations);
"CREST Sponsored Member" a CREST member admitted to CREST as a Sponsored Member;
"Disclosure Guidance and the disclosure guidance and
transparency rules made by the FCA
Transparency Rules " pursuant to section 73A of FSMA;
"Disposal" the conditional disposal of the business and assets
of InvestmentNews;
"Eligible Shareholder" a Shareholder on the register of members
of the Company at close of business on the Record Date who is not
located in any Restricted Territory;
"Entitlement" has the meaning given to that term in Part I
(Letter from the Chairman of the Company) of the Circular;
"Escrow Agent" Share Registrars (in its capacity as a CREST
participant under Participant ID: 7RA36);
"Euroclear" Euroclear UK & International Limited;
"FCA" the Financial Conduct Authority of the United Kingdom;
"Form of Proxy" the form of proxy accompanying Shareholders'
copies of the Circular for use by Shareholders in connection with
the General Meeting;
"FSMA" the Financial Services and Markets Act 2000, as amended
from time to time;
"General Meeting" the general meeting of Shareholders convened
for 10.00 a.m. on 23 June 2023 at the offices of Charles Russell
Speechlys LLP, 5 Fleet
Place, London EC4M 7RD;
"Group" the Company and any undertaking which is a subsidiary
undertaking of the Company from time to time;
"HMRC" HM Revenue & Customs;
"Independent Directors" the Directors of the Company as at the
date of the Circular , other than John French who is joining KM
Business Information on
completion of the Disposal;
"InvestmentNews" InvestmentNews LLC;
"ITA 2007" the Income Tax Act 2007, as amended;
"KM Business Information" KM Business Information US, Inc., a Key Media company
"Latest Practicable Date" 6 June 2023, being the latest
practicable date prior to the publication of the Circular;
"MA Financial Media" MA Financial Media Limited, a member of the
Mark Allen Group, and an ultimate subsidiary of Mark Allen Holdings
Limited;
"Member Account ID" the identification code or number attached
to any member account in CREST;
"Notice" the notice of the General Meeting, which is set out at
the end of the Circular;
"Ordinary Shares" ordinary shares of 1p each in the capital of
the Company (and each an "Ordinary Share");
"Overseas Shareholder" a Shareholder who is resident in, or a
citizen of, a jurisdiction outside the UK;
"Panel" or "Takeover Panel" the Panel on Takeovers and Mergers;
"Participant ID" the identification code or membership number
used in CREST to identify a particular CREST Member or other CREST
Participant;
"Proposals" together, the Disposal, the Tender Offer,
Cancellation and Re-registration;
"Receiving Agent" Share Registrars, in its capacity as receiving
agent for the purposes of the Tender Offer;
"Record Date" 6.00 pm on 18 July 2023;
"Register" the register of members of the Company;
"Registrars" Share Registrars, in its capacity as registrars to
the Company;
"Regulatory Information Service" one of the regulatory
information services authorised by the FCA to receive, process and
disseminate regulatory information from listed companies;
"Re-registration" the proposed re-registration of the Company as
a private limited company following Cancellation becoming
effective;
"Repurchase Agreement" the repurchase agreement that is proposed
to be entered into between the Company and Shore Capital
Stockbrokers described in paragraph 2 of Part VII of the
Circular;
"Resolution 2" the special resolution to be proposed at the
General Meeting in relation to the proposed on-market buy back,
which is set out in full in the Notice at resolution number 2;
"Resolutions" the resolutions set out in the notice of the
General Meeting set out at the end of the Circular;
"Restricted Territory" the Republic of Ireland, the Netherlands,
or "Restricted Territories" Portugal, the United States, Canada, Australia,
New Zealand, South Africa, Hong Kong, Singapore
and Japan and any other jurisdiction where
the mailing of the Circular into or inside
such territory would constitute a violation
of the laws of such territory;
"Shareholders" holders of Ordinary Shares (and each a
"Shareholder");
"Shore Capital and Corporate" means Shore Capital and Corporate Limited;
"Shore Capital Stockbrokers" means Shore Capital Stockbrokers Limited;
"Sterling" or "GBP" pounds sterling, being the lawful currency
of the UK;
"Takeover Code" the City Code on Takeovers and Mergers;
"Tender Form" the tender form accompanying Shareholders' copies
of the Circular for use by Eligible Shareholders who hold their
Ordinary Shares in certificated form in connection with the Tender
Offer;
"Tender Offer" the invitation by the Company to Shareholders to
tender Ordinary Shares for conditional purchase by Shore Capital
Stockbrokers on the terms and subject to the conditions set out in
the Circular and in relation to Shareholders holding Ordinary
Shares in certificated form, the Tender Form;
"Tender Price" 10 pence being the price per Ordinary Share at
which the Ordinary Shares will be purchased pursuant to the Tender
Offer;
"TFE Instruction" a transfer from escrow instruction (as defined
in the CREST manual issued by Euroclear);
"TTE Instruction" a transfer to escrow instruction (as defined
in the CREST manual issued by Euroclear);
"UK and Asia Businesses" the business and assets of Bonhill
Media UK Limited and Last Word Media (Asia) Pte. Limited;
"UK MAR" the UK version of Regulation (EU) (No 596/2014) of the
European Parliament and of the Council of 16 April 2014 on market
abuse as it forms part of the domestic law of the United Kingdom
including by virtue of the European Union (Withdrawal) Act 2018 as
amended;
"uncertificated" or "in recorded on the Register as being held
in uncertificated form in
uncertificated form " CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST;
"Unconditional Date" the date and time at which the Tender Offer
becomes unconditional, which is expected to be 19 July 2023;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCQDLFBXQLFBBX
(END) Dow Jones Newswires
June 07, 2023 12:16 ET (16:16 GMT)
Bonhill (LSE:BONH)
Historical Stock Chart
From Apr 2024 to May 2024
Bonhill (LSE:BONH)
Historical Stock Chart
From May 2023 to May 2024