TIDMPSPI
RNS Number : 2570A
Public Service Properties Inv Ltd
23 March 2017
23 March 2017
Public Service Properties Investments Limited (the
"Company")
Proposed cancellation of admission to trading on AIM
Summary
On 7 July 2016, the Company announced that pursuant to Rule 15
and Note 5.6 for Investing Companies of the AIM Rules, the Company
had 12 months from 22 April 2016 to implement its investing policy,
failing which trading in the Company's shares on AIM would be
suspended.
The Company announces that the Board has concluded that it
believes it is in the best interests of the Company and
Shareholders to cancel the admission of the Ordinary Shares to
trading on AIM. Pursuant to Rule 41 of the AIM Rules, the Company,
by way of its nominated adviser, Stockdale Securities Limited, has
notified the London Stock Exchange of the date of the proposed
Cancellation.
The Company therefore, expects to post a circular to
Shareholders on or about 24 March 2017 to convene a General Meeting
to be held at the offices of Minerva Trust & Corporate Services
Limited, 43/45 La Motte Street, St. Helier, Jersey JE4 8SD at 11.00
a.m. on 13 April 2017. The purpose of the circular is to seek
Shareholders' approval of the resolution to cancel the admission of
the Ordinary Shares to trading on AIM and to provide you with the
information on the background to and reasons for the Cancellation
and to explain the consequences of the Cancellation and why the
Directors unanimously consider the Cancellation to be in the best
interests of the Company and its Shareholders as a whole.
In accordance with Rule 41 of the AIM Rules, the Cancellation is
conditional upon the approval of not less than 75 per cent. of the
votes cast by Shareholders (whether present in person or by proxy)
at the General Meeting.
In the event that the Resolution is not approved at the General
Meeting, Shareholders should be aware that trading on AIM in the
Ordinary Shares will be suspended with effect from 7.30 a.m. on 24
April 2017 for six months following which admission of the Ordinary
Shares to trading on AIM would be cancelled if the Company had not
made an acquisition or acquisitions which constitute a reverse
takeover under the AIM Rules or otherwise failed to implement its
investing policy.
The full text of the Chairman's letter in the Company's circular
to be sent to shareholders is set out below:
"Dear Shareholder,
Proposed cancellation of admission to trading on AIM of Ordinary
Shares
and
Notice of General Meeting
1 Introduction
On 7 July 2016, the Company announced that pursuant to Rule 15
and Note 5.6 for Investing Companies of the AIM Rules, the Company
had 12 months from 22 April 2016 to implement its investing policy,
failing which trading in the Company's shares on AIM would be
suspended.
In the announcement made by the Company on 23 March 2017, it was
noted that the Board had concluded that it believed it is in the
best interests of the Company and Shareholders to cancel the
admission of the Ordinary Shares to trading on AIM. Pursuant to
Rule 41 of the AIM Rules, the Company, by way of its nominated
adviser, Stockdale Securities Limited, has notified the London
Stock Exchange of the date of the proposed Cancellation.
In accordance with Rule 41 of the AIM Rules, the Cancellation is
conditional upon the approval of not less than 75 per cent. of the
votes cast by Shareholders (whether present in person or by proxy)
at the General Meeting, notice of which is set out at the end of
this document.
The Company is therefore seeking Shareholders' approval of the
Cancellation at the General Meeting, which has been convened for
11.00 a.m. on 13 April 2017 at the offices of Minerva Trust &
Corporate Services Limited, 43/45 La Motte Street, St. Helier,
Jersey JE4 8SD. If the Resolution is passed at the General Meeting,
it is anticipated that the Cancellation will become effective at
7.00 a.m. on 24 April 2017. In the event that the Resolution is not
approved at the General Meeting, Shareholders should be aware that
trading on AIM in the Ordinary Shares will be suspended with effect
from 7.30 a.m. on 24 April 2017 for six months following which
admission of the Ordinary Shares to trading on AIM would be
cancelled if the Company had not made an acquisition or
acquisitions which constitute a reverse takeover under the AIM
Rules or otherwise failed to implement its investing policy.
The purpose of this document is to seek Shareholders' approval
for the Resolution and to provide you with the information on the
background to and reasons for the Cancellation and to explain the
consequences of the Cancellation and why the Directors unanimously
consider the Cancellation to be in the best interests of the
Company and its Shareholders as a whole.
The Notice of General Meeting is set out at the end of this
document.
2 Background to and reasons for the Cancellation
As Shareholders will be aware, in the first half of 2016 the
Company disposed of its remaining German properties for aggregate
gross sales values of EUR13.0 million. Subsequently, in June 2016,
the Company announced a compulsory partial redemption of 99 per
cent. of the Company's issued share capital on a pro-rata basis at
a price of 51.0 pence per Ordinary Share. The transaction, which
completed on 7 July 2016, returned GBP11.49 million to
Shareholders.
Since the release of its announcement on 7 July 2016, referred
to above, the Company has been approached by several companies
seeking to admit their businesses to trading on AIM by way of a
reverse takeover by the Company. Having considered each of these
proposals, the Board concluded that none of them merited further
consideration as they were not deemed to be viable propositions.
The most recent of these discussions terminated earlier this
month.
As set out in the Company's announcement of its interim results
for the six months ended 30 June 2016 released on 17 August 2016,
the Company has outstanding contingent liabilities in respect of
the sale of its German assets in 2015 and 2016 at a maximum
aggregate amount of EUR1.5 million. While the Company does not
expect to receive any claims under representations and warranties
given as part of the sale of assets documentation, it expects to
secure in due course representations and warranties insurance
policies (the "Insurance") in respect of those warranties that
remain outstanding.
Once the Company has secured satisfactory Insurance, the Board
will propose the appointment of a liquidator. Immediately prior to
the formal appointment of a liquidator, the Board expects that the
Company should be able to complete a final return of capital to
Shareholders which is expected to be in the second half of this
year, further details of which are set out below. Given the
uncertainty of timing as regards securing the Insurance, the final
return of capital to Shareholders and therefore the proposed
appointment of a liquidator, the Board has resolved that in order
to limit the costs incurred by the Company, the Company should seek
to cancel the admission of the Ordinary Shares to trading on AIM as
soon as reasonably practicable.
Whilst the Board expects to be able to obtain satisfactory
Insurance in the near future, if the Company was unable to do so, a
liquidator is likely to insist that all of the current cash
balances would be retained until the expiry of the relevant
warranty periods, the longest of which are due to expire on 9 March
2019.
3 Principal effects of the Cancellation
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;
-- 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
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;
-- 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 continue to be bound by the Articles (which
requires Shareholder approval for certain matters) following the
Cancellation.
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, www.pspiltd.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.
Shareholders are encouraged to register to receive email updates
on any information which is posted in future on the Company's
website which can be done through clicking on the Register for
Updates button on the Latest News page of the Company's website
www.pspiltd.com or by using the following link:
http://www.pspiltd.com/tools/news_tools.php?news=1.
4 Update on financial position
As at 28 February 2017, the most recent month end prior to the
date of this circular, the Company had unaudited gross assets of
GBP1.17 million, of which GBP1.14 million was represented by cash.
Following Cancellation becoming effective and the appointment of a
liquidator, the Company's annual ongoing expenses are expected to
be reduced by GBP123,000 per annum to approximately GBP30,000 per
annum. The Company has accrued GBP130,000 in respect of the cost of
securing the Insurance and approximately GBP80,000 in respect of
other professional costs related to the Cancellation and the
proposed appointment of a liquidator. On this basis, the Board
reasonably expects that the final return of capital to Shareholders
referred to above should be approximately GBP0.9 million in
cash.
The Company's last audited financial statements for the year
ended 31 December 2015 reflected a net asset position of GBP12.39
million. The Company's auditor had audited the sale transactions
for the remaining properties as part of the subsequent events
review. The Company's unaudited results for the six months ended 30
June 2016 reflected a net asset position of GBP12.70 million. In
July 2016, the Company returned GBP11.49 million to Shareholders.
This implied that net assets after the return of capital to
Shareholders would have been approximately GBP1.21 million. Given
the limited activity in the Company and in order to save further
costs, the Directors do not propose to seek an independent audit of
the Company's financial statements for the year ended 31 December
2016.
5 Process for the Cancellation
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 by 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 this document contains a special resolution to approve the
Cancellation. 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 21 April 2017 and the Cancellation will take effect at
7.00 a.m. on 24 April 2017.
6 General Meeting
The General Meeting will be held at the offices of Minerva Trust
& Corporate Services Limited, 43/45 La Motte Street, St.
Helier, Jersey JE4 8SD commencing at 11.00 a.m. on 13 April 2017.
If approved, it is expected that the Cancellation will take effect
from 7.00 a.m. on 24 April 2017.
In the event that the Resolution is not approved at the General
Meeting, Shareholders should be aware that trading on AIM in the
Ordinary Shares will be suspended with effect from 7.30 a.m. on 24
April 2017 for six months following which admission of the Ordinary
Shares to trading on AIM would be cancelled if the Company had not
made an acquisition or acquisitions which constitute a reverse
takeover under the AIM Rules or otherwise failed to implement its
investing policy.
7 Action to be taken
Shareholders and Depositary Interest Holders will find enclosed
with this document a Form of Proxy or Form of Instruction (as
appropriate). Please complete, sign and return the enclosed Form of
Proxy or Form of Instruction as soon as possible in accordance with
the instructions printed on it, whether or not you intend to be
present at the General Meeting. To be valid a Form of Proxy must be
completed, signed and returned in accordance with the instructions
printed thereon as to be received by the Company's registrars,
Computershare Investor Services (BVI) Limited, c/o The Pavilions,
Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any
event, not later than 11.00 a.m. on 11 April 2017 or 48 hours
before any adjournment meeting. To be valid, a Form of Instruction
must be completed, signed and returned in accordance with the
instructions printed thereon as to be received by the office of the
Depositary, Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any
event, not later than 11.00 a.m. on 10 April 2017 or not less than
72 hours (excluding weekends and public holidays) before the time
appointed for the Meeting or any adjournment of it. The completion
and return of a Form of Proxy/Instruction will not preclude
Shareholders from attending and voting in person at the General
Meeting should they subsequently wish to do so.
Depositary Interest Holders may submit their votes using the
CREST electronic proxy appointment service. The completion and
return of a Form of Proxy or Form of Instruction will not preclude
you from attending and voting at the General Meeting in person
should you subsequently decide to do so. Please read the notes to
the Notice of General Meeting set out at the end of this document
and the accompanying Form of Proxy or Form of Instruction (as
appropriate) for detailed instructions. The attention of
Shareholders and Depositary Interest Holders is also drawn to the
voting intentions of the Directors set out below.
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 as they intend to do in respect of their
beneficial shareholdings amounting in aggregate to 323 Ordinary
Shares representing approximately 0.14 per cent of the Company's
issued share capital.
Yours sincerely
Patrick Hall
Chairman"
Capitalised words in this announcement have the same meaning as
defined in the Company's circular expected to be sent to
Shareholders on or about 24 March 2017.
For further information please visit www.pspiltd.com or
call:
Dr. D. Srinivas
Ralph Beney
Arundel Group (formerly RP&C International) (Asset
Manager)
020 7766 7000
Tom Griffiths
Henry Willcocks
Stockdale Securities
(Nomad and Broker)
020 7601 6100
This information is provided by RNS
The company news service from the London Stock Exchange
END
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