U.K. SPAC PLC Company Update and Cancellation of Trading (3926A)
February 02 2022 - 1:00AM
UK Regulatory
TIDMSPC
RNS Number : 3926A
U.K. SPAC PLC
02 February 2022
2 February 2022
U.K. SPAC plc
("UK SPAC" or the "Company")
Company update
Cancellation of trading in the Company's shares on AIM
Postponement of Long Stop Date
Admission to JP Jenkins
U.K. SPAC Plc (formerly Mountfield Group Plc) became an AIM Rule
15 cash shell ("AIM Cash Shell") on 3 March 2021 and on 2 August
2021 it announced that it had signed a binding sale and purchase
agreement ("the Agreement') with Hellenic Dynamics S.A.
("Hellenic") in relation to the acquisition of 100 per cent. of the
issued share capital of Hellenic (the "Acquisition"). Trading in UK
SPAC's shares was suspended on AIM on the latter date, in
accordance with the AIM Rules for Companies (the "AIM Rules").
The directors of the Company are pleased to advise that the
transaction continues to progress towards its completion and they
believe that the application to the FCA for admission of UK SPAC's
enlarged share capital to the Official List (by way of a Standard
Listing under Chapter 14 of the Listing Rules) and to trading on
the London Stock Exchange's main market for listed securities
("Readmission") is progressing satisfactorily. However, there can
be no certainty that the Acquisition will complete or that
Readmission will occur. As has been mentioned previously, the
process has taken and continues to take more time than they had
been originally envisaged and as a result of the extended timetable
it has proved necessary to further extend the long stop date, this
time to 31 March 2022.
The Boards of UK SPAC and of Hellenic remain committed to the
Acquisition.
As the Company's shares will have been suspended from trading
for six months, the admission of the Company's shares to trading on
AIM will, pursuant to the AIM Rules, be cancelled at 7.00 a.m. on 3
February 2022 ("Cancellation").
Cancellation
With effect from Cancellation, 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.
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 a period of
10 years from the date of Cancellation. Cancellation may 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).
JP Jenkins
Cancellation will not alter shareholders' holdings in the
Company but until such time as the Company is readmitted to a
market, there will be no formal market mechanism enabling
shareholders to trade their shares and the liquidity and
marketability of the Company's shares will be constrained.
In the intervening period and whilst the Company works to
complete the Acquisition and Readmission, the Company is proposing
to admit its ordinary shares on JP Jenkins, a matched bargain
facility. Shareholders wishing to trade these securities can do so
through their stockbroker. Trades will be conducted at a level that
JP Jenkins is able to match a willing seller and a willing buyer.
Trades can be conducted, and limits can be accepted during normal
business hours by contacting JP Jenkins trading desk via STX 76086.
Shareholders or potential investors can place limits via their
existing UK regulated stockbroker.
Trading on JP Jenkins is expected to commence shortly and
further details will be announced. Shareholders should be aware
that this facility may not be in place indefinitely.
The board of the Company is committed to keeping shareholders
advised of developments and further announcements will be made in
due course.
U.K. SPAC Plc 07500 558 235
Peter Jay
Cairn Financial Advisers
LLP 020 7213 0880
Jo Turner / Sandy Jamieson
Peterhouse Capital Limited 020 7469 0930
Lucy Williams / Eran Zucker
Forward Looking Statements
Certain statements made in this announcement are forward-looking
statements. These forward-looking statements are not historical
facts but rather are based on the Company's current expectations,
estimates, and projections about its industry; its beliefs; and
assumptions. Words such as 'anticipates,' 'expects,' 'intends,'
'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions
are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties, and other factors, some
of which are beyond the Company's control, are difficult to
predict, and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements.
The Company cautions shareholders and prospective shareholder
holders not to place undue reliance on these forward-looking
statements, which reflect the view of the Company only as of the
date of this announcement. The forward-looking statements made in
this announcement relate only to events as of the date on which the
statements are made. The Company will not undertake any obligation
to release publicly any revisions or updates to these
forward-looking statements to reflect events, circumstances, or
unanticipated events occurring after the date of this announcement
except as required by law or by any appropriate regulatory
authority.
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END
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