TIDMRIC
RNS Number : 4430N
Richoux Group PLC
18 January 2019
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Upon the
publication of this announcement via Regulatory Information
Service, this inside information is now considered to be in the
public domain.
18 January 2019
Richoux Group plc
("Richoux" or the "Group")
Proposed cancellation of admission of Ordinary Shares to trading
on AIM
Notice of General Meeting
Re-registration as a private limited company
and
Adoption of New Articles
Richoux Group plc (AIM:RIC), the owner and operator of Richoux,
Friendly Phil's, Villagio and The Broadwick restaurants, announces
the proposed cancellation of admission of its Ordinary Shares to
trading on AIM and re-registration as a private limited company,
conditional on approval by Shareholders.
Introduction
The Company announces that it is seeking Shareholder approval
for the cancellation of the admission of its Ordinary Shares to
trading on AIM. The Board is proposing a resolution to approve the
Cancellation at a General Meeting to be held at 10.00 a.m. on 6
February 2019.
In conjunction with this announcement, a circular will shortly
be posted to Shareholders (the "Circular") setting out the reasons
for the proposed Cancellation, Re-registration and the adoption of
the New Articles and explain why the Directors unanimously consider
that the proposed Cancellation, Re-registration and the adoption of
the New Articles to be in the best interests of the Company and its
Shareholders as a whole, and are recommending that Shareholders
should vote in favour of the proposed Cancellation at the General
Meeting. A notice convening the General Meeting is set out at the
end of the Circular. The Circular will be made available on the
Company's website at www.Richoux.co.uk.
The Cancellation is conditional, pursuant to Rule 41 of the AIM
Rules, 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 in Part II of the
Circular.
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the date of the proposed
Cancellation.
Expected timetable of principal events (1) (2)
Date
Announcement of proposed Cancellation and 18 January 2019
notice provided to the London Stock Exchange
Publication and posting of the Circular 21 January 2019
and Form of Proxy to Shareholders
Latest time and date for receipt of completed 10.00 a.m. on 4 February
Forms of Proxy in respect of the General 2019
Meeting
Time and date of the General Meeting 10.00 a.m. on 6 February
2019
Expected last day of dealings in Ordinary 14 February 2019
Shares on AIM
Expected time and date of Cancellation(3) 7.00 a.m. on 15 February
2019
Notes:
(1) All of the times referred to in this announcement refer to
London time, unless otherwise stated.
(2) Each of the times and dates in the above timetable is
subject to change. If any of the above times and/or dates change,
the revised times and dates will be notified to Shareholders by an
announcement through a Regulatory Information Service.
(3) The Cancellation requires the approval of not less than 75
per cent. of the votes cast by Shareholders at the General
Meeting.
Background to, and reasons for, the Cancellation
The Directors have conducted a review of the benefits and
drawbacks to the Company and its Shareholders in retaining its
quotation on AIM, and believe that the Cancellation is in the best
interests of the Company and its Shareholders as a whole. In
reaching this conclusion, the Directors have considered the
following key factors, amongst others:
-- Whilst trading for the Group remains in line with market
expectations, the Board has concluded that material growth in
revenue is unlikely to be achieved in the longer term under its
current business model, and may require additional funding in
future, whether from existing Shareholders or externally, to
achieve material growth. Following consultation, the Board expects
that the Company is unlikely to receive material support from
potential providers of capital or additional financing to support
the Company as it is currently structured. In order to put the
Company in a position whereby providers of finance may be more
inclined to advance funds, the Board believes that a material
reduction in central overhead is required.
-- Given the Board's view that the Company is unlikely to
attract material investment from third party investors (i.e.
investors with no current connection to the Company) over the
foreseeable future, the considerable cost, management time and the
legal and regulatory burden associated with maintaining the
Company's admission to trading on AIM are, in the Directors'
opinion, materially disproportionate to the benefits to the
Company.
-- The shareholding structure of the Company is such that it has
a limited free float and liquidity in the Ordinary Shares, with the
consequence that the AIM quotation does not offer investors the
opportunity to trade in meaningful volumes or with frequency within
an active market. By way of example of this, only approximately
1.5% of total current shares in issue were traded on AIM over the
12 months to 31 December 2018.
-- The Directors have concluded that the Cancellation will
enable the Company to reduce significantly administrative costs,
enabling Richoux to continue trading as a private company, possibly
without the requirement for external funding whilst the Company
focusses on improving its estate.
Following careful consideration, and having consulted with the
Company's nominated adviser, the Directors have concluded that it
is in the best interests of the Company and Shareholders to seek
the proposed Cancellation at the earliest opportunity.
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
clear Business Days' notice of Cancellation. Additionally,
Cancellation will not take effect until at least five clear
Business Days have passed following the passing of the Resolution
for the Cancellation. If the Resolution for the Cancellation is
passed at the General Meeting, it is proposed that the last day of
trading in Ordinary Shares on AIM will be 14 February 2019 and that
the Cancellation will take effect at 7.00 a.m. on 15 February
2019.
The principal effects that the Cancellation will have on
Shareholders include the following:
-- There will no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares on AIM (or any other
recognised market or trading exchange).
-- While the Ordinary Shares will remain freely transferable and
a matched bargain facility is intended to be set up through JP
Jenkins following Cancellation (see below for further detail), 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).
-- It may be more difficult for Shareholders to determine the
market value of their investment in the Company at any given
time.
-- The Company will no longer be subject to the AIM Rules and,
accordingly, Shareholders will no longer be afforded the
protections given by the AIM Rules - in particular, the Company
will not be bound to:
-- make any public announcements of material events, or to
announce interim or final results; comply with any of the corporate
governance practices applicable to AIM companies; announce
substantial transactions and related party transactions; or comply
with the requirement to obtain shareholder approval for reverse
takeovers and fundamental changes in the Company's business;
-- the Company will cease to retain a nominated adviser and broker; and
-- the Cancellation might have either positive or negative
taxation consequences for Shareholders (Shareholders who are in any
doubt about their tax position should consult their own
professional independent adviser immediately).
The Company confirms that there is currently no intention to
change the existing Directors following the Cancellation.
The Board intends to continue to maintain the Company's website
(www.Richoux.co.uk) and to post updates on that website from time
to time, although Shareholders should be aware that there will be
no obligation on the Company to include the information required
under AIM Rule 26 or to update the website as required by the AIM
Rules.
The Company will remain registered with the Registrar of
Companies in England & Wales in accordance with and subject to
the Companies Act 2006, notwithstanding the Cancellation.
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 (subject to the
Re--registration occurring).
Shareholders should note that, if the Cancellation becomes
effective (and subject to the Re-registration occurring), after the
expiry of 10 years from the date of the Cancellation they will not
receive the protections afforded by the Takeover Code in the event
that there is a subsequent offer to acquire their Ordinary Shares.
Brief details of the Takeover Panel (the "Panel"), the Takeover
Code and the protections given by the Takeover Code are described
in Part III of the Circular.
Before giving consent to the re-registration of the Company as a
private company, Shareholders may want to take independent
professional advice from an appropriate independent financial
adviser.
Following the Cancellation it will still be possible to hold
Ordinary Shares in uncertificated form in CREST.
The Resolutions to be proposed at the General Meeting include
the adoption of the New Articles with effect from completion of the
Cancellation. A summary of the principal changes being made by the
adoption of the New Articles is included in Part II of the
Circular.
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
Transactions in Ordinary Shares
Shareholders should note that they are able to trade in the
Ordinary Shares on AIM prior to the Cancellation.
The Board is aware that the proposed 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. Therefore, the Company has made arrangements
for a Matched Bargain Facility to assist Shareholders to trade in
the Ordinary Shares to be put in place from the day of
Cancellation.
The Matched Bargain Facility will be provided by JP Jenkins
Limited ("JP Jenkins") and will be reviewed on an annual basis. JP
Jenkins is part of Peterhouse Corporate Finance Limited, which is
authorised and regulated by the Financial Conduct Authority, a
member of the London Stock Exchange and a NEX Exchange Corporate
Adviser. Under the Matched Bargain Facility, Shareholders or
persons wishing to acquire or dispose of Ordinary Shares will be
able to leave an indication with JP Jenkins, through their
stockbroker (JP Jenkins is unable to deal directly with members of
the public), of the number of Ordinary Shares that they are
prepared to buy or sell at an agreed price. In the event that JP
Jenkins is able to match that order with an opposite sell or buy
instruction, they would contact both parties and then effect the
bargain. Should the Cancellation become effective and the Company
put in place the Matched Bargain Facility, details will be made
available to Shareholders on the Company's website at
http://www.richouxgroup.co.uk/ and directly by letter or e-mail
(where appropriate).
Further information about the Matched Bargain Facility,
including indicated prices and a history of transactions, will be
available on the JP Jenkins website which is located at
www.jpjenkins.com.
Should Cancellation proceed, Shareholders may contact JP Jenkins
in relation to any queries regarding trading via the Matched
Bargain Facility by phone on +44 20 7469 0938.
Shareholders should note that there can be no guarantee that the
Matched Bargain Facility will be available on a continuous basis or
at all.
Re-registration
Following the Cancellation, the Board believes 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 private limited company status. It is
therefore proposed to re-register the Company as a private limited
company. In connection with the Re-registration, it is proposed
that the New Articles be adopted to reflect the change in the
Company's status to a private limited company. The principal
effects of the Re-registration and the adoption of the new articles
of association on the rights and obligations of Shareholders and
the Company are summarised in Part II of the Circular.
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. The
Registrar of Companies will not issue the certificate of
incorporation on Re-registration until the Register of Companies is
satisfied that no valid application can be made to cancel the
resolution to re-register as a private limited company.
Takeover Code
Notwithstanding the Cancellation and Re--registration, under the
Takeover Code the Company will continue to be subject to its terms
for a period of 10 years following the Cancellation (subject to the
Re--registration occurring).
Under Rule 9 of the Takeover Code, when any person or group of
persons acting in concert, individually or collectively, are
interested in shares which in aggregate carry not less than 30 per
cent. of the voting rights of a company but do not hold shares
carrying more than 50 per cent. of the voting rights of a company
and such person or any person acting in concert with him acquires
an interest in any other shares, which increases the percentage of
the shares carrying voting rights in which he is interested, then
that person or group of persons is normally required by the Panel
to make a general offer in cash to all shareholders of that company
at the highest price paid by them for any interest in shares in
that company during the previous 12 months. Rule 9 of the Takeover
Code further provides that where any person, together with persons
acting in concert with him, 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 concert parties.
Following the expiry of the 10-year period from the date of the
Cancellation (subject to the Re--registration occurring), the
Company will no longer be subject to the provisions of the Takeover
Code. A summary of the protections afforded to Shareholders by the
Takeover Code which will be lost is set out in Part III of the
Circular document.
Current trading
The Company announced its unaudited interim results for the
26-week period to 1 July 2018 on 28 September 2018. A copy of the
interim results is available on the Company's website at:
http://www.richouxgroup.co.uk/. The Directors can confirm that
trading, whilst continuing to be challenging, has remained in line
with management's expectations. The Directors consider that a new
strategy is required to provide revenue growth in the longer term,
which in turn requires the Cancellation, as set out above.
General Meeting
Shareholders will find set out at the end of the Circular a
notice convening a general meeting of the Company to be held at
10.00 a.m. on 6 February 2019 at the offices of Dechert LLP, 160
Victoria Street, London EC4V 4QQ, at which the Resolutions will be
proposed.
Each Resolution will be proposed as a special resolution.
Resolution 1 with respect to the Cancellation is not conditional
upon Resolution 2 with respect to the Re-registration and the
adoption of the New Articles being passed. However, Resolution 2 is
conditional upon the passing of Resolution 1.
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 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
Resolution being passed at the General Meeting, to cancel the
Company's admission of the Ordinary Shares to trading on AIM on 15
February 2019. Accordingly, if the Resolution is passed the
Cancellation will become effective at 7.00 a.m. on 15 February
2019. If the Resolutions become effective, Cenkos will cease to be
nominated adviser of the Company and the Company will no longer be
required to comply with the AIM Rules.
Action to be taken
A Form of Proxy is enclosed with the Circular for use at the
General Meeting. Whether or not Shareholders intend to be present
at the meeting they are requested to complete, sign and return the
Form of Proxy to the Company's registrars, Link Asset Services, at
PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF by no later than
10.00 a.m. on 4 February 2019 (or, in the case of an adjourned
meeting, no later than 48 hours before the time of such meeting,
excluding any part of a day that is not a working day). The
completion and return of a Form of Proxy will not preclude
Shareholders from attending the meeting and voting in person should
Shareholders wish to do so.
Recommendation
The Directors, having consulted with Cenkos, consider that the
Cancellation, the Re--registration and the adoption of the New
Articles are in the best interests of the Company and its
Shareholders as a whole and therefore unanimously recommend that
Shareholders vote in favour of the Resolutions, as they have
undertaken to do in respect of their own beneficial holdings,
representing approximately 49.5 per cent. in aggregate of the
issued share capital of the Company.
Definitions
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
Board or Directors the directors of the Company
Business Day a day (other than a Saturday or Sunday) on
which banks are open for general business
in London
Link Link Asset Services Limited
Cenkos Cenkos Securities plc, with registered number
05210733 and with its registered office at
6.7.8 Tokenhouse Yard, London EC2R 7AS
Cancellation the proposed cancellation of admission of
the Ordinary Shares to
trading on AIM as described in this announcement
and the Circular
Group the Company and its subsidiaries
Company Richoux Group Plc, incorporated in England
and Wales under registered number 03517191
Form of Proxy the form of proxy for use at the General
Meeting which accompanies the Circular
General Meeting the general meeting of the Company to be
held on 6 February 2019, notice of which
is set out at the end of the Circular
London Stock Exchange London Stock Exchange plc
New Articles the new articles of association of the Company
to be adopted following the passing of the
Resolution number 2 to be proposed at the
General Meeting
Notice of General the notice of the General Meeting which is
Meeting set out at the end of the Circular
Ordinary Shares ordinary shares of 4 pence each in the capital
of the Company
Regulatory Information a regulatory information service that is
Service approved by the Financial Conduct Authority
and that is on the list of regulatory information
service providers maintained by the Financial
Conduct Authority
Re-registration the re-registration of the Company (as defined)
as a private limited company and the consequential
adoption of the New Articles
Resolutions the resolutions set out in the Notice of
General Meeting
Richoux Limited Richoux Limited, incorporated in England
and Wales under registered number 01454511
Shareholder(s) holder(s) of Ordinary Shares
Takeover Code the City Code on Takeovers and Mergers
Takeover Panel The Panel on Takeovers and Mergers
UK or United Kingdom the United Kingdom of Great Britain and Northern
Ireland
voting rights means all voting rights attributable to the
share capital of the Company which are currently
exercisable at a general meeting
Enquiries:
Richoux Group plc (020) 7483 7000
Simon Morgan, Chairman
Cenkos Securities plc (020) 7397 8900
Stephen Keys
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
NOGSFLFUWFUSESF
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