City of London Group PLC Notice of general meeting (1141J)
April 08 2020 - 1:00AM
UK Regulatory
TIDMCIN
RNS Number : 1141J
City of London Group PLC
08 April 2020
8 April 2020
CITY OF LONDON GROUP PLC
("COLG" or the "Company")
Notice of general meeting
Buyback and cancellation of deferred shares
The Company announces that a circular and notice of general
meeting in relation to the buyback and cancellation of deferred
shares have been posted to shareholders.
The Company currently has deferred shares which were issued in
2017 following a capital reorganisation effected prior to the
Company's acquisition of Milton Homes. The deferred shares are not
admitted to trading on AIM (unlike the Company's ordinary shares)
and are economically valueless. The Company is proposing to
simplify its balance sheet by cancelling these deferred shares.
Accordingly, the Board is proposing that the Company undertakes
a buy-back and cancellation of the deferred shares for a
consideration of GBP1.00.
Share issuance and total voting rights
Under the Companies Act a share buy-back by a public company
(such as COLG) can only be financed through distributable reserves
or the proceeds of a fresh issue of shares made for that purpose.
The Company currently has no distributable reserves to finance the
buy-back of the deferred shares and, therefore, this will be
financed by a fresh issue of new ordinary shares. Accordingly, the
Company will issue 500 new ordinary shares to the trustees of its
Employee Benefit Trust at a price of 114.4 pence per ordinary
share, part of the proceeds of which will be used to fund the
purchase of the deferred shares for a total price of GBP1.00. The
Board considers this to be the best way of funding the buy-back of
the deferred shares given the Company currently has no
distributable reserves.
The Company will apply for admission to trading of 500 new
ordinary shares on the AIM Market of the London Stock Exchange
("Admission"). It is anticipated that Admission will occur on 16
April 2020.
Following Admission, the issued share capital of the Company
will comprise 39,961,051 ordinary shares with one voting right per
share. The Company does not hold any shares in treasury. Therefore,
the total number of ordinary shares and voting rights in the
Company will be 39,961,051. The above figure may be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
General Meeting (GM) Arrangements
The Board continues to monitor the Government advice in relation
to the COVID-19 situation. The latest guidelines from the
Government prohibit public gatherings of more than two people and
all non-essential travel. The Board believes that all shareholders
will wish to comply with these guidelines and therefore physical
attendance in person at the GM will not be permitted. The Company
encourages shareholders to vote electronically, or to appoint the
Chair as their proxy with their voting instructions. Proxies must
be received by no later than 48 hours before the commencement of
the meeting and can be submitted electronically at
www.signalshares.com .
Should shareholders have any questions they would like put to
the Board at the General Meeting, these can be submitted via
Olajumoke.kupoluyi@shma.co.uk .
The Company will continue to monitor the situation and if
Government advice dictates that further changes to the arrangements
for the GM are necessary, details will be published on the website
and via a Regulatory Information Service.
For further information contact:
City of London Group plc
Michael Goldstein
+44 (0)7831 483365
Peel Hunt LLP (Nominated Adviser and Broker)
James Britton
Rishi Shah
+44 (0)207 418 8900
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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