TIDMUCG
RNS Number : 6151K
United Carpets Group plc
05 January 2021
FOR IMMEDIATE RELEASE
5 January 2021
United Carpets Group Public Limited Company
("United Carpets", the "Group" or "Company")
Result of General Meeting
The board of directors of the Company is pleased to announce
that the three special resolutions proposed at the general meeting
of the Company held this morning were duly passed. Voting on the
resolutions, which was by way of a poll, was as follows:
Resolution For Against Total Total No. of
votes votes votes
validly cast withheld
cast as
% of
shares
in
issue
No. of % No. % of
votes of of votes
votes votes cast
cast
----------- ------- -------- -------
1. THAT, for the
purposes of section
701 Companies Act
2006, the Company
be generally and
unconditionally
authorised to make
market purchases
(within the meaning
of section 693(4)
Companies Act 2006)
of ordinary shares
of GBP0.01 each
in the capital of
the Company (Ordinary
Shares) provided
that:
1.1 the maximum
number of Ordinary
Shares which may
be purchased is
29,026,108
(representing
35.66% of the Company's
issued share capital);
1.2 the minimum
price which may
be paid for each
Ordinary Share is
GBP0.01;
1.3 the maximum
price which may
be paid for each
Ordinary Share is
the Tender Offer
Price;
1.4 unless previously
revoked or varied,
the authority conferred
by this resolution
shall expire at
the close of business
on 1 March 2021;
and
1.5 the Company
may make a contract
or contracts to
purchase Ordinary
Shares under the
authority conferred
by this resolution
before the expiry
of that authority
which contract or
contracts will or
may be executed
wholly or partly
after the expiry
of that authority,
and may make a purchase
of Ordinary Shares
under that contract
or those contracts. 54,561,968 99.95 27,000 0.05 54,588,968 67.06 11,872
----------- ------- -------- ------- ----------- -------- ----------
2. THAT, subject
to and conditional
upon Resolution
numbered 1 above
being passed and
upon completion
of the purchase
by the Company of
Ordinary Shares
pursuant to the
Repurchase Agreement
(as defined in the
Circular), the admission
to trading on AIM
(a market operated
by London Stock
Exchange) of the
Ordinary Shares
currently in issue
and admitted to
trading on AIM be
cancelled and that
the Directors of
the Company be and
are hereby authorised
to take all steps
which are necessary
or desirable in
order to effect
such cancellation. 53,721,146 99.66 182,657 0.34 53,903,803 66.22 697,037
----------- ------- -------- ------- ----------- -------- ----------
3. THAT conditional
upon the Resolution
numbered 2 above
being passed and
on the De-Listing
taking effect:
3.1 the Company
be re-registered
as a private company
under the Companies
Act 2006 by the
name of United Carpets
Group Limited; and
3.2 the Articles
of Association that
are produced to
the General Meeting,
marked "Z" and initialled
by the Company Secretary
for the purposes
of identification
be adopted as the
new Articles of
Association of the
Company in substitution
for, and to the
exclusion of, the
existing Articles
of Association of
the Company, with
effect from the
issue of the certificate
of incorporation
as a private limited
company. 53,724,646 99.67 179,157 0.33 53,903,803 66.22 697,037
----------- ------- -------- ------- ----------- -------- ----------
As at 6 pm on 31 December 2020, being the record date for the
General Meeting, the Company's issued share capital consisted of
81,400,000 Ordinary Shares, carrying one vote each. No Ordinary
Shares are held in treasury and there are no Ordinary Shares held
in any Company EBT. Therefore, the total voting rights of the
Company were 81,400,000.
The resolutions were proposed at the meeting in contemplation of
the Board's proposal to return capital to Shareholders by way of a
Tender Offer to repurchase Ordinary Shares set out in the Board's
circular to Shareholders published on 18 December 2020 (the
"Circular").
The Board urges Shareholders to carefully read the Circular,
which provides information about the background to, and reasons
for, the Board's proposals, and explains why the Board considers
those proposals to be in the best interests of the Company and
Shareholders as a whole. The Circular can also be found on the
Company's website.
The Tender Offer remains open until 3 pm on Friday 8 January
2021. This date may be extended in accordance with the terms and
conditions of the Tender Offer set out in the Circular. The Tender
Offer will remain open for acceptance for at least 14 days after
the Tender Offer is declared unconditional, which may extend the
Closing Date and therefore the time by which Qualifying
Shareholders who have not tendered their Ordinary Shares in the
Tender Offer may do so if they wish . Shareholders who have not yet
tendered their Ordinary Shares in the Tender but wish to do so must
lodge their completed Tender Forms with the Company's receiving
agent, Neville Registrars, or submit their instructions via CREST,
prior to 3 pm on Friday 8 January 2021.
Enquiries:
United Carpets Group plc
Paul Eyre, Chief Executive
Ian Bowness, Finance Director 01709 732 666
N+1 Singer (NOMAD and Sole Broker)
Rick Thompson/Will Goode 020 7496 3000
Novella Communications Ltd
Tim Robertson
Fergus Young 020 3151 7008
Important Notices
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated
adviser and broker to the Company in relation to the proposals
outlined in the document and will not be responsible to any person
other than the Company for providing the protections afforded to
its customers or for advising any other person on the contents of
this document or any matter, transaction or arrangement referred to
herein. The responsibilities of N+1 Singer as the Company's
nominated adviser and broker under the AIM Rules are owed solely to
the London Stock Exchange and are not owed to the Company or to any
Director, Shareholder or any other person. N+1 Singer is not making
any representation or warranty, express or implied, as to the
contents of this document.
Copies of this announcement will be available free of charge
during normal business hours on any Business Day at the offices of
the Company from the date of this document until close of business
on 8 January 2021 and at the Company's website,
www.unitedcarpetsandbeds.com .
Forward-looking statements
This document includes statements that are, or may be deemed to
be, "forward-looking statements". These forward-looking statements
can be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
document and include statements regarding the Directors'
intentions, beliefs or current expectations concerning, amongst
other things, the Group's results of operations, financial
condition, liquidity, prospects, growth and strategies. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. A number of
factors could cause actual results and developments to differ
materially from those expressed or implied by the forward-looking
statements, including, without limitation: ability to find
appropriate investments in which to invest and to realise
investments held by the Group; conditions in the public markets;
the market position of the Group; the earnings, financial position,
cash flows and return on capital of the Group; the anticipated
investments and capital expenditures of the Group; changing
business or other market conditions; and general economic
conditions.
Forward-looking statements contained in this document based on
past trends or activities should not be taken as a representation
that such trends or activities will continue in the future. Subject
to any requirement under the AIM Rules, Prospectus Rules, the
Disclosure and Transparency Rules or other applicable legislation
or regulation, the Company does not undertake any obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Investors
should not place undue reliance on forward-looking statements,
which speak only as of the date of this document.
No Profit Forecast
No statement in this document or incorporated by reference into
this document is intended to constitute a profit forecast or profit
estimate for any period, nor should any statement be interpreted to
mean that earnings or earnings per share will necessarily be
greater or less than those for the preceding financial periods of
the Company.
Notice for US Shareholders
The Tender Offer relates to securities in a non-US company which
is registered in the UK and is subject to the disclosure
requirements, rules and practices applicable to companies listed in
the UK, which differ from those of the United States in certain
material respects. This document has been prepared in accordance
with UK style and practice for the purpose of complying with
English law and the AIM Rules, and US Shareholders should read this
entire document, including Part II. The financial information
relating to the Company, which is available for review on the
Company's website, has not been prepared in accordance with
generally accepted accounting principles in the United States and
thus may not be comparable to financial information relating to US
companies.
The Tender Offer is not subject to the disclosure and other
procedural requirements of Regulation 14D under the US Exchange
Act. The Tender Offer will be extended into the United States in
accordance with the requirements of Regulation 14E under the US
Exchange Act to the extent applicable. Certain provisions of
Regulation 14E under the US Exchange Act are not applicable to the
Tender Offer by virtue of Rule 14d-1(c) under the US Exchange Act.
US Shareholders should note that the Ordinary Shares are not listed
on a US securities exchange and the Company is not subject to the
periodic reporting requirements of the US Exchange Act and is not
required to, and does not, file any reports with the US Securities
and Exchange Commission thereunder.
It may be difficult for US Shareholders to enforce certain
rights and claims arising in connection with the Tender Offer under
US federal securities laws since the Company is located outside the
United States and all of its officers and directors reside outside
the US. It may not be possible to sue a non-US company or its
officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's
judgment.
The receipt of cash pursuant to the Tender Offer by a
Shareholder who is a US person may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Shareholder is
urged to consult his, her or its independent professional adviser
immediately regarding the tax consequences of tendering any
Ordinary Shares in the Tender Offer. To the extent permitted by
applicable law and in accordance with normal UK practice, the
Company, N+1 Singer or any of their respective affiliates, may make
certain purchases of, or arrangements to purchase, Ordinary Shares
outside the United States during the period in which the Tender
Offer remains open for participation, including sales and purchases
of Ordinary Shares effected by N+1 Singer acting as market maker in
the Ordinary Shares. These purchases, or other arrangements, may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. In order to be excepted from the
requirements of Rule 14e-5 under the US Exchange Act by virtue of
Rule 14e-5(b)(10) thereunder, such purchases, or arrangements to
purchase, must comply with applicable English law and regulation,
including the AIM Rules, and the relevant provisions of the US
Exchange Act. Any information about such purchases will be
disclosed as required in the UK and the United States and, if
required, will be reported via a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
While the Tender Offer is being made available to Shareholders
in the United States, the right to tender Ordinary Shares is not
being made available in any jurisdiction in the United States in
which the making of the Tender Offer or the right to tender such
Ordinary Shares would not be in compliance with the laws of such
jurisdiction.
This document has not been approved, disapproved or otherwise
recommended by the US Securities and Exchange Commission or any US
state securities commission and such authorities have not confirmed
the accuracy or determined the adequacy of this document. Any
representation to the contrary is a criminal offence in the United
States.
Rounding
Certain figures included in this document have been subjected to
rounding adjustments. Accordingly, figures shown for the same
category presented in different tables or forms may vary slightly
and figures shown as totals in certain tables or forms may not be
an arithmetic aggregation of the figures that precede them.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the Business
Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will, subject to certain
restrictions relating to persons resident in restricted
jurisdictions, be available on the Company's website at
www.unitedcarpetsandbeds.com under corporate information by no
later than 12 noon on the Business Day following the date of this
announcement. For the avoidance of doubt, the content of the
website referred to above is not incorporated into and does not
form part of this announcement.
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END
ROMFELFBFFLLBBK
(END) Dow Jones Newswires
January 05, 2021 06:31 ET (11:31 GMT)
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