TIDMCIN
RNS Number : 4866S
City Of London Group PLC
03 October 2017
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN CITY OF LONDON GROUP PLC OR ANY
OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE
FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON
IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF CITY OF
LONDON GROUP PLC.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
3 October 2017
CITY OF LONDON GROUP PLC
("COLG" or "the Company")
Result of Capital Reorganisation and Open Offer and First
Admission
Following the announcement made by COLG on 11 August 2017
regarding the proposed acquisition of Milton Homes, Subscription
and Open Offer, and the subsequent announcements on 15 September
2017 and 2 October 2017, COLG announces the result of the Capital
Reorganisation and Open Offer.
Result of Capital Reorganisation
In order for the Subscription and Open Offer to proceed, the
Company is undertaking a share capital reorganisation involving the
sub-division, re-designation and consolidation of its ordinary
share capital which is to take effect today immediately prior to
First Admission. Shareholders approved this Capital Reorganisation
at the Company's General Meeting on 2 October 2017.
The Capital Reorganisation involves each Existing Ordinary Share
held by a Shareholder being subdivided into:
1 Subdivided Ordinary Share of 0.1 pence each; and
99 Deferred Shares of 0.1 pence each.
Immediately following the subdivision, the Subdivided Ordinary
Shares shall be consolidated by consolidating 20 Subdivided
Ordinary Shares into one New Ordinary Share of 2 pence.
Holders of fewer than 20 Existing Ordinary Shares will not be
entitled to receive a New Ordinary Share following the Capital
Reorganisation.
Fractional entitlements to New Ordinary Shares, whether arising
from holdings of fewer or more than 20 Existing Ordinary Shares or
upon consolidation of the Subdivided Ordinary Shares, will be
rounded down to the nearest whole number. Any fractional
entitlements arising following the consolidation will be aggregated
and sold in the market and the proceeds of sale applied for the
benefit of the Company or as it may direct.
The New Ordinary Shares will have the same rights and benefits
as the Existing Ordinary Shares (except their par value) and the
New Ordinary Shares will be admitted to trading on AIM at 8.00 am
today in place of the Existing Ordinary Shares. The percentage of
New Ordinary Shares held by each Shareholder immediately prior to
First Admission (ie before completion of the Open Offer) will be
the same as the percentage of Existing Ordinary Shares held by them
immediately before the Capital Reorganisation (subject to
fractional entitlements), but each Shareholder will hold fewer New
Ordinary Shares than the number of Existing Ordinary Shares
currently held.
The Deferred Shares will not be admitted to trading on AIM, will
have only very limited rights on a return of capital and will be
effectively valueless and non-transferable. The Directors consider
that the Deferred Shares will have no effect on the respective
economic interests of the Shareholders. No share certificates will
be issued for the Deferred Shares. It is currently intended that,
in due course and as set out in the Amended Articles of
Association, all the Deferred Shares will be re-purchased by the
Company, at its sole discretion, for an aggregate consideration of
GBP1 and be cancelled.
Immediately following the Capital Reorganisation, the Existing
Ordinary Shares will have converted to 1,842,634 New Ordinary
Shares in aggregate which will be admitted to trading on AIM at
First Admission at 8.00 am today.
Result of Open Offer
Qualifying Shareholders who have validly applied for Open Offer
Shares will receive their full Open Offer Entitlement.
Applicants under the Excess Entitlements Facility will receive
their application in full in accordance with the terms of the Open
Offer.
A total of 4,444,433 New Ordinary Shares, issued under the Open
Offer, will be admitted to trading on AIM at First Admission at
8.00 am today.
Admission of shares to trading
The completion of the Capital Reorganisation, First Admission
and completion of the Open Offer and commencement of dealings of
the Enlarged Ordinary Share Capital on AIM will occur at 8.00 am
today.
Completion of the Acquisition, the Change of Status, the
appointment of the Incoming Directors, the Subscription, Second
Admission and commencement of dealings of the Further Enlarged
Ordinary Share Capital on AIM will occur on 5 October 2017.
Total voting rights
Following First Admission at 8.00 am today, the Company will
have a total of 6,287,067 ordinary shares of 2 pence each in issue,
each carrying the right to one vote.
Following Second Admission on 5 October 2017, the Company will
have a total of 28,731,512 ordinary shares of 2 pence each in
issue, each carrying the right to one vote.
PDMR dealings
Paul Milner, chairman of the Company, has taken up his full Open
Offer Entitlement. The information required in accordance with
Article 19(3) of the EU Market Abuse Regulation No 596/2014 is set
out below.
Defined terms are set out in the Company's admission document,
dated 15 September 2017.
Enquiries
City of London Group
plc +44 (0)20 7601
Paul Milner 6108
---------------------------- -----------------
Peel Hunt LLP (nominated
adviser and broker)
James Britton, Rishi +44 (0)20 7418
Shah 8900
---------------------------- -----------------
The PR Office (PR adviser)
Marc Cohen, Jonathan
Garfield +44 20 7284 6969
---------------------------- -----------------
1 Details of the person discharging managerial
responsibilities / person closely associated
---- --------------------------------------------------------------------------
a) Name Paul Milner
---- --------------------------------- ---------------------------------------
2 Reason for the notification
---- --------------------------------------------------------------------------
a) Position/status Chairman/PDMR
---- --------------------------------- ---------------------------------------
b) Initial notification Initial notification
/Amendment
---- --------------------------------- ---------------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
---- --------------------------------------------------------------------------
a) Name City of London Group plc
---- --------------------------------- ---------------------------------------
b) LEI 2138003UW63TMQ5ZFD85
---- --------------------------------- ---------------------------------------
4 Details of the transaction(s): section to
be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
---- --------------------------------------------------------------------------
a) Description of Ordinary shares in the Company
the financial of 2 pence each
instrument, type
of instrument
----
Identification ISIN: GB00BD9GS058
code
b) Nature of the Take-up of entitlement under
transaction Open Offer
---- --------------------------------- ---------------------------------------
c) Price(s) and volume(s)
---- -------------------- --------------
Price Volume
---- ------------------- --------------
GBP0.90 11,479
---------------------------------------------------------- --------------
d) Aggregated information
----
- Aggregated volume Price Volume
--------- -------
GBP0.90 11,479
--------- -------
- Price
e) Date of the transaction 2 October 2017
---- --------------------------------- ---------------------------------------
f) Place of the transaction London Stock Exchange, AIM
Market (XLON)
---- --------------------------------- ---------------------------------------
Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the
Financial Conduct Authority in the United Kingdom. Peel Hunt is
acting solely as nominated adviser, under the AIM Rules, for the
Company and no one else in connection with the contents of this
announcement and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the
contents of this announcement nor will it be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the contents of
this announcement. Apart from the responsibilities and liabilities,
if any, which may be imposed on Peel Hunt by the Financial Services
and Markets Act 2000, or the regulatory regime established
thereunder, Peel Hunt accepts no responsibility whatsoever, and
makes no representation or warranty, express or implied, for the
contents of this announcement including its accuracy, completeness
or verification or for any other statement made or purported to be
made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this announcement,
whether as to the past or the future. Peel Hunt accordingly
disclaims all and any liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of the contents of this
announcement or any such statement.
In connection with the proposals referred to in this
announcement, Peel Hunt and its respective affiliates, may act as
investors for their own accounts, may subscribe for or purchase
ordinary shares in the Company and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own
accounts in such ordinary shares and other securities of the
Company or related investments in connection with such proposals or
otherwise. Accordingly, references to the ordinary shares being
offered, subscribed, acquired or otherwise dealt in should be read
as including any offer to, or subscription, acquisition, or dealing
by Peel Hunt and any of its respective affiliates acting as
investors for their own accounts. In addition, Peel Hunt or its
respective affiliates may enter into financing arrangements and
swaps in connection with which it or its affiliates may from time
to time acquire, hold or dispose of ordinary shares. Peel Hunt has
no intention to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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