TIDMNTA
RNS Number : 4756R
Northacre PLC
09 December 2016
9 December 2016
NORTHACRE PLC
("Northacre" or the "Company")
Proposed Cancellation of Admission to Trading on AIM
and
Notice of General Meeting
Northacre PLC (AIM: NTA), announces that, as a result of a
review of the benefits and drawbacks of being a quoted company, the
Board has concluded that the cancellation of admission of its
Ordinary Shares to trading on AIM ("Cancellation") is in the best
interests of the Company and its Shareholders as a whole.
The Company therefore announces its intention to seek its
Shareholders' approval for the Cancellation. An explanatory
circular will be posted to Shareholders today (the "Circular")
setting out the background to and reasons for the Cancellation, the
reasons why the Directors believe that this is in the best
interests of the Company and its Shareholders as a whole and their
recommendation to Shareholders to vote in favour of the resolution
to approve the Cancellation (the "Resolution").
A General Meeting of the Company will be held at the Company's
registered office at 12.00 p.m. on Wednesday 4 January 2017 at the
Company's registered office at 8 Albion Riverside, 8 Hester Road,
London SW11 4AX at which the Resolution will be proposed to
Shareholders for approval. A notice convening the General Meeting
is set out in the Circular which will shortly also be available on
the Company's website (www.northacre.com).
The Company has received an irrevocable undertaking from the
Company's major shareholder, Spadille Limited, to vote in favour of
the Resolution for 39,916,257 Ordinary Shares in aggregate,
representing approximately 94.29 per cent. of the issued share
capital of the Company.
In addition, Spadille Limited has advised the Company that it
will today give an order to purchase Ordinary Shares in the market
at a price of 100 pence per Ordinary Share. Such order will remain
open until the Company's last trading day on AIM, being Wednesday
11 January 2017 (unless the order is fulfilled in advance of this
date). Shareholders should consult with their own independent
financial adviser and/or broker should they wish to consider
selling their interests in the market prior to the Cancellation
becoming effective.
Subject to the Resolution being passed at the General Meeting,
the expected last day of dealings in Ordinary Shares on AIM will be
Wednesday 11 January 2017 and the Cancellation will become
effective at 7.00 a.m. on Thursday 12 January 2017. Pursuant to
Rule 41 of the AIM Rules, the Company, through its nominated
adviser, finnCap Limited, has notified the London Stock Exchange of
the proposed Cancellation.
Further information regarding the background to and principal
effects of the Cancellation is set out below.
For further information, please contact:
Northacre plc
+44 (0) 20
Klas Nilsson, Non-Executive Chairman 7349 8000
Niccolò Barattieri di San Pietro
(Chief Executive Officer)
finnCap Ltd
(Nominated Adviser & Broker)
Corporate Finance - Stuart Andrews/Carl +44 (0) 20
Holmes 7220 0500
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
1. BACKGROUND AND REASONS FOR CANCELLATION
The Board has conducted a review of the advantages and
disadvantages to the Company and its Shareholders in retaining its
quotation on AIM, and believes that the Cancellation is in the best
interests of the Company and its Shareholders as a whole. In
reaching this conclusion, the Board has considered the following
key factors:
-- the considerable cost, management time and the legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM which, in the Directors' opinion, are
disproportionate to the benefits to the Company;
-- as at the date of this announcement, the Major Shareholder
holds in total 94.29 per cent. of the Company's current issued
share capital and, as a result, the free float and liquidity of the
Ordinary Shares is significantly limited;
-- the AIM listing of the Ordinary Shares does not, in itself,
offer investors the opportunity to trade in meaningful volumes or
with any frequency within an active market. With little trading
volume, the Company's share price can move up or down significantly
following trades of small numbers of shares; and
-- due to the Company's limited liquidity in its shares and, in
practical terms, a small free float and market capitalisation,
continuing admission to trading on AIM no longer sufficiently
provides the Company with the advantages of providing access to
capital or enabling the Ordinary Shares to be used to effect
acquisitions.
Following careful consideration, the Board believes that it is
in the best interests of the Company and its Shareholders as a
whole to seek the Cancellation at the earliest opportunity.
2. 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.
Under the AIM Rules, the Company is required to give at least 20
Business Days' notice of the Cancellation. Additionally, the
Cancellation will not take effect until at least 5 clear Business
Days have passed following the passing of the Resolution. If the
Resolution is passed at the General Meeting, it is proposed that
the last day of trading in Ordinary Shares on AIM will be 11
January 2017 and the Cancellation will take effect at 7.00 a.m. on
12 January 2017.
The principal effects of the Cancellation will be that:
-- there will be no formal market mechanism enabling the
Shareholders to trade Ordinary Shares and, furthermore, no other
recognised market or trading facility will be available to enable
trading of the Ordinary Shares. However in order to mitigate the
impact of the loss of liquidity following the Cancellation, the
Company will consider setting up a matched bargain facility as a
trading mechanism for the Ordinary Shares (see paragraph 3
below);
-- while the Ordinary Shares will remain freely transferrable,
it is possible that following the Cancellation, the liquidity and
marketability of the Ordinary Shares may be significantly reduced
and the value of such shares may be adversely affected as a
consequence;
-- it may be more difficult for Shareholders to determine the
market value of 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;
-- Shareholders will no longer be afforded the protections given
by the AIM Rules, including the requirement to be notified of
certain events, and otherwise in relation to substantial
transactions, reverse takeovers, related party transactions and
fundamental changes in the Company's business;
-- the levels of transparency and corporate governance within
the Company are unlikely to be as stringent as for a company quoted
on AIM;
-- the Company will cease to have an independent nominated adviser and broker; and
-- the Cancellation may have taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax
position should consult their own professional independent tax
adviser.
The Company will remain subject to the 2006 Act. Shareholders
should also note that the Takeover Code will continue to apply to
the Company following the Cancellation for the period of 10 years
from the date of Cancellation. The Company will also continue to be
bound by the Articles (which requires shareholder approval for
certain matters) following the Cancellation; the Company may,
however, seek Shareholder approval in the future to amend the
Articles so as to reflect the Company's change from listed to
unlisted status.
The above considerations are non-exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
Following the Cancellation, the Company will:
-- continue to communicate information about the Company to its
Shareholders and to hold annual general meetings, in each case as
required by law; and
-- continue to maintain its website, http://www.northacre.com/
and to post updates on the website from time to time , although
Shareholders should be aware that there will be no obligation on
the Company to include all of the information required under AIM
Rule 26 or to update the website as required by the AIM Rules.
3. TRANSACTION IN THE ORDINARY SHARES PRIOR TO AND FOLLOWING THE
PROPOSED CANCELLATION
3.1 Prior to the Cancellation
The Major Shareholder has advised the Company that it has today
made an order to purchase Ordinary Shares in the market at a price
of 100 pence per Ordinary Share, being a 35 per cent. premium to
the closing mid-market price on the day prior to the publication of
this announcement. Such order will remain open until the last
trading day of the Ordinary Shares on AIM, being 11 January 2017
(unless the order is fulfilled in advance of this date).
Shareholders should consult with their own independent financial
adviser and / or broker should they wish to consider selling their
interests in the Company prior to the Cancellation becoming
effective.
3.2 Following the Cancellation
The Board is aware that the Cancellation, should it be approved
by Shareholders at the General Meeting, would make it more
difficult for Shareholders to buy and sell Ordinary Shares should
they wish to do so.
Following Cancellation, and depending on the number of
Shareholders remaining after the Cancellation becomes effective,
the Company will consider putting in place a matched bargain
facility to assist Shareholders to trade in the Ordinary Shares. If
implemented, the matched bargain facility would be made available
either directly through the Company or through a third party
provider. Under the matched bargain facility, Shareholders or
persons wishing to acquire or dispose of Ordinary Shares would be
able to leave an indication with the matched bargain facility
provider that they are prepared to buy or sell at an agreed price.
In the event that the matched bargain facility provider is able to
match that order with an opposite sell or buy instruction, the
matched bargain facility provider would contact both parties and
then effect the bargain. Should the Company put in place a matched
bargain facility; details will be made available to Shareholders on
the Company's website at http://www.northacre.com/ and directly by
letter or e-mail (where appropriate).
As the Major Shareholder already has an interest in over 50 per
cent. of the issued share capital of the Company, the purchase of
Ordinary Shares by the Major Shareholder, whether prior to the
proposed Cancellation or afterwards will not have any consequences
under the Takeover Code.
4. CURRENT TRADING AND STRATEGY
The Company released its Interim Results for the six months
ending 30 June 2016 on 15 September 2016. In them, the Company
noted that even though the Brexit vote has brought some further
uncertainty to the high-end housing market the Board made the point
that in this uncertain market Northacre is fully committed to
delivering the most desirable and beautifully crafted homes. In
addition, the Board strongly believe that the flight to quality
will become apparent in the short to medium term and that quality
will be rewarded with premium exit values.
What is more, the Board considers that the strength of the US
Dollar towards the Sterling makes London a much more attractive
market for US Dollar denominated (or pegged) buyers and the Company
has seen this borne out in the recent viewings.
Northacre, is continuing its work on two significant projects, 1
Palace Street and The Broadway. Following the Cancellation, the
Company will continue with this strategy, which for the purpose of
clarity, is to strengthen its position as "developer of choice" for
high-end residential (or residentially-led) developments in Central
London.
It should be noted that the construction market in Central
London is still experiencing significant constraints hence
construction costs are squeezing profit margins. The Board expects
this to slightly subside from the second half of 2017 onwards.
5. IRREVOCABLE UNDERTAKING
The Company has received an irrevocable undertaking from the
Major Shareholder to vote in favour of the Resolution in respect of
39,916,257 Ordinary Shares representing approximately 94.29 per
cent. of the issued share capital of the Company as at the date of
this announcement.
6. PROCESS FOR CANCELLATION
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by
Shareholders at a General Meeting. Accordingly the Notice of
General Meeting set out in Part II of the Circular contains a
special resolution to approve the Cancellation.
Furthermore, Rule 41 of the AIM Rules requires an AIM company 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 AIM of the Company's intention, subject to
the Resolution being passed at the General Meeting, to cancel the
Company's admission of the Ordinary Shares to trading on AIM on 12
January 2017. Accordingly, if the Resolution is passed at the
General Meeting, the Cancellation will be effective at 7.00 a.m. on
12 January 2017.
7. GENERAL MEETING
The General Meeting will be held at 8 Albion Riverside, 8 Hester
Road, London SW11 4AX commencing at 12.00 p.m. on 4 January 2017.
If approved it is expected that the Cancellation will take effect
from 7.00 a.m. on 12 January 2017.
If the Cancellation becomes effective, finnCap Ltd will cease to
be nominated adviser of the Company and the Company will no longer
be required to comply with the AIM Rules.
8. RECOMMENDATION
The Directors consider that the Cancellation is in the best
interests of the Company and its Shareholders as a whole. The
Directors therefore unanimously recommend that you vote in favour
of the Resolution.
EXPECTED TIMETABLE OF PRINCIPAL EVENT
Notice provided to the London 1.00 p.m. on Friday
Stock Exchange of the proposed 9 December 2016
Cancellation
Publication and posting Friday 9 December 2016
of the Circular and Form
of Proxy to Shareholders
Latest time and date for 12.00 p.m. on Monday
receipt of completed Forms 2 January 2017
of Proxy in respect of the
General Meeting
Time and date of the General 12.00 p.m. on Wednesday
Meeting 4 January 2017
Expected last day of dealings Wednesday 11 January
in Ordinary Shares on AIM 2017
Expected time and date of 7.00 a.m. on Thursday
Cancellation 12 January 2017
DEFINTIONS
"2006 Act" the UK Companies Act 2006 as
amended from time to time
"AIM" AIM, the market operated by
the London Stock Exchange
"AIM Rules" the rules and guidance for
companies whose shares are
admitted to trading on AIM
entitled "AIM Rules for Companies"
published by the London Stock
Exchange, as amended from time
to time
"Articles" the articles of association
of the Company as at the date
of this announcement
"Business Day" a day (excluding Saturday,
Sunday and public holidays
in England and Wales) on which
banks are generally open for
business in London for the
transaction of normal banking
business
"Cancellation" the cancellation of admission
of the Ordinary Shares to trading
on AIM, subject to the passing
of the Resolution and in accordance
with Rule 41 of the AIM Rules
"Circular" the explanatory circular with
details of the proposed Cancellation
and which sets out the Notice
of General Meeting being posted
to Shareholders today
"Company" or "Northacre" Northacre plc, a company registered
in the United Kingdom with
company number 03442280 and
whose registered office is
8 Albion Riverside, 8 Hester
Road, London SW11 4AX
"Directors" or "Board" the board of directors of the
Company
"Form of Proxy" the form of proxy enclosed
in the Circular for use in
the General Meeting or any
adjournment thereof
"General Meeting" the General Meeting of the
Company convened for 12.00
p.m. on 4 January 2017 and
any adjournment thereof
"London Stock Exchange" London Stock Exchange plc
"Major Shareholder" Spadille Limited
"Notice of General the notice of General Meeting
Meeting" which is set out in Part II
of the Circular
"Ordinary Shares" the ordinary shares of GBP0.025
each in the capital of the
Company, and "Ordinary Share"
means any one of them
"Resolution" the resolution to be proposed
at the General Meeting to approve
the Cancellation in the form
set out in the Notice of General
Meeting
"Shareholders" holders of Ordinary Shares
from time to time and "Shareholder"
means any one of them
"Takeover Code" the City Code on Takeovers
and Mergers
"United Kingdom" the United Kingdom of Great
Britain and Northern Ireland
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCAKCDQBBDDPBK
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December 09, 2016 08:00 ET (13:00 GMT)
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