Camellia PLC Proposed Move to AIM (0406M)
July 11 2014 - 2:00AM
UK Regulatory
TIDMCAM
RNS Number : 0406M
Camellia PLC
11 July 2014
11 July 2014
Camellia Plc
Proposed Delisting from the Official List and Admission to
trading on AIM
Camellia (CAM.L), the global agriculture and horticulture group,
whose activities also extend to engineering, food storage and
distribution, banking and financial services, announces today
that the Board proposes to cancel the listing of the Company's
Ordinary Shares on the Official List and to trading on the Main
Market and to apply for admission of the entire issued share
capital of the Company to trading on AIM.
The proposed Move to AIM is subject to approval by Shareholders
at a General Meeting. Details of the proposals together with
a notice convening the Shareholder General Meeting are contained
in a circular which will be posted to Shareholders later today.
The General Meeting will be held at The Rubens Hotel, 39 Buckingham
Palace Road, London, SW1W 0PS on 6 August 2014 at 11.30 a.m.
The circular will be available shortly on the Company's website
at www.Camellia.plc.uk and will be submitted to the National
Storage Mechanism where it will shortly be available at www.morningstar.co.uk/uk/nsm.
Background to and reasons for the Move to AIM
The Board has undertaken a comprehensive review in order to
determine the most appropriate trading platform for the Company's
Ordinary Shares for the benefit of the Shareholders. The Board
has considered carefully the proposed Move to AIM and believes
that it is in the best interests of the Company and its Shareholders
as a whole for the following reasons:
* AIM is a market appropriate for a company of
Camellia's size and nature, and is a market which
will help attract new investors, providing a platform
to promote the Company and trading in its shares;
* Shares in companies that are traded on AIM are deemed
to be unlisted for the purposes of certain areas of
UK taxation. The Board has taken advice and believes
that, following Admission, the Ordinary Shares in the
Company should currently constitute 'relevant
business property' for the purposes of UK inheritance
tax business property relief. Accordingly, following
the Move to AIM, individuals who hold Ordinary Shares
and who meet the two year ownership condition may be
eligible for UK inheritance tax business property
relief, although based on the current nature of the
Group and its assets, it is not considered that full
relief at 100 per cent. would be available.
Shareholders and prospective investors should consult
their own professional advisers on whether an
investment in AIM securities is suitable for them and
to what extent any potential UK inheritance tax
benefit referred to above is available to them;
* Shares traded on AIM can be held in ISAs (in the same
way as shares traded on the Main Market);
* The UK government has announced its intention to
offer full relief from stamp duty and stamp duty
reserve tax on transactions in securities admitted to
trading on AIM with effect from 28 April 2014.
Provided the legislation implementing this measure
receives Royal Assent in July 2014, this may help
increase liquidity in the trading of shares on AIM;
* The Company's share price has experienced a level of
volatility over the last few years by virtue of
moving into, out of and then back into the FTSE All
Share Index. This is driven in part by automated
share trading of Index Tracker Funds and similar
investment products. Following Admission, the Company
will no longer be eligible for inclusion in the FTSE
All Share Index which will reduce some of the
associated share price volatility that this has
generated. Subject to Admission, the Company will be
one of the largest companies on AIM and is
anticipated to be eligible for inclusion in the FTSE
AIM UK 50 Index, although the Index Tracker Funds for
the FTSE AIM UK 50 Index are much smaller and fewer
in number and do not typically generate significant
share price volatility;
* The Company should continue to appeal to
institutional investors following the Move to AIM and,
in light of the possible tax benefits mentioned above,
the Directors believe that being admitted to AIM will
make the Company's shares more attractive to retail
investors, thereby increasing liquidity;
* AIM will offer greater flexibility with regard to
potential future corporate transactions and should
enable the Company to agree and execute certain
transactions more quickly and cost effectively than a
company on the Official List; and
* AIM provides a more suitable market and environment
that should simplify the administrative and
regulatory requirements of the Company.
Details of the Cancellation and Admission
In order to effect the Move to AIM, the Company will require,
inter alia, Shareholder approval of the Resolution at the General
Meeting to be held at The Rubens Hotel, 39 Buckingham Palace
Road, London, SW1W 0PS at 11.30 a.m. on 6 August 2014. The Notice
of General Meeting sets out the terms of the Resolution which
will be proposed at the General Meeting as a special resolution
in order to approve the Move to AIM. In accordance with the
Listing Rules, the Resolution is subject to approval being obtained
from not less than (i) 75 per cent. of all Shareholders; and
(ii) as the Company has a controlling shareholder, a simple
majority of the independent Shareholders (being all Shareholders
other than Camellia Holding AG, which holds 1,427,000 Ordinary
Shares representing 51.67 per cent. of the total voting rights
of the Company as at 10 July 2014), in each case voting in person
or by proxy and, if it is not passed, the Company will retain
its premium listing on the Official List and its Ordinary Shares
will remain traded on the Main Market.
Assuming the Resolution is passed, the Company will apply to
cancel the listing of its Ordinary Shares on the Official List
and to trading on the Main Market and will give 20 Business
Days' notice of its intention to seek admission to trading on
AIM.
It is expected that the last day of dealings in the Ordinary
Shares on the Main Market will be 5 September 2014 and that
the Cancellation will take effect at 8.00 a.m. on 8 September
2014, being not less than 20 Business Days from the passing
of the Resolution. Admission is expected to take place, and
dealings in Ordinary Shares are expected to commence on AIM
at 8.00 a.m. on 8 September 2014.
Irrevocable undertakings
The Directors have received an irrevocable undertaking to vote
in favour of the Resolution from Camellia Holding AG which holds
in aggregate 51.67 per cent. of the total voting rights as at
10 July 2014, being the last practicable day prior to this announcement.
Recommendation
The Board considers that the Cancellation and Admission are
in the best interests of the Company and Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders
vote in favour of the Resolution set out in the Notice of General
Meeting, as the Directors intend to do in respect of their own
beneficial holdings amounting to, in aggregate, 1,873 Ordinary
Shares representing approximately 0.07 per cent. of the total
voting rights as at 10 July 2014, being the last practicable
day prior to this announcement.
Expected timetable of Principal Events
The Company will apply to cancel the listing of the Ordinary
Shares on the premium segment of the Official List and to trading
on the London Stock Exchange's main market for listed securities,
conditional on the resolution being approved at the General
Meeting. The expected timetable of principal events is as follows:
Latest time and date for receipt of 11.30 a.m. on 4 August
Forms of Proxy 2014
General Meeting 11.30 a.m. on 6 August
2014
Last day of dealings in Ordinary Shares 5 September 2014
on the Main Market
Cancellation of listing of Ordinary 8.00 a.m. on 8 September
Shares on the Official List 2014
Admission and commencement of dealings 8.00 a.m. on 8 September
on AIM 2014
For further information please contact:
Camellia Plc 01622 746655
Malcolm Perkins, Chairman
Anil Mathur, Finance Director
Julia Morton, Company Secretary
Charles Stanley Securities 020 7149 6000
Russell Cook
Carl Holmes
Definitions
"Admission" the admission of the entire issued
share capital of the Company to
trading on AIM in accordance with
the AIM Rules for Companies
"AIM" the AIM market operated by the London
Stock Exchange
"AIM Rules" the AIM Rules for Companies and
the AIM Rules for Nominated Advisers
"AIM Rules for Companies" the rules which set out the obligations
and responsibilities in relation
to companies whose shares are admitted
to AIM as published by the London
Stock Exchange from time to time
"AIM Rules for Nominated Advisers" the rules which set out the eligibility,
obligations and certain disciplinary
matters in relation to nominated
advisers as published by the London
Stock Exchange from time to time
"Business Day" any day on which the London Stock
Exchange is open for the transaction
of business
"Cancellation" the cancellation of admission to
the premium segment of the Official
List and to trading on the Main
Market
"Charles Stanley" Charles Stanley Securities, a division
of Charles Stanley & Co. Ltd, the
proposed Nominated Adviser
"Circular" the circular to be sent to Shareholders
setting out details of the proposed
Move to AIM
"Company" or "Camellia" Camellia Plc, a company registered
in England and Wales with registered
number 29559
"Directors" or "Board" the existing directors of the Company
"FCA" the Financial Conduct Authority
"FSMA" the Financial Services and Markets
Act 2000, as amended from time to
time
"General Meeting" the general meeting of the Company
convened for 11.30 a.m. on 6 August
2014 at The Rubens Hotel, 39 Buckingham
Palace Road, London, SW1W 0PS by
the Notice of General Meeting
"Group" the Company and its subsidiaries
"Listing Rules" the listing rules and regulations
published by the UKLA acting under
Part VI of FSMA as amended from
time to time
"London Stock Exchange" London Stock Exchange plc
"Main Market" the London Stock Exchange's main
market for listed securities
"Move to AIM" the Cancellation and Admission
"Nominated Adviser" a nominated adviser, as required
for the purposes of the AIM Rules
"Notice of General Meeting" the notice of General Meeting as
set out in the Circular
"Official List" the list maintained by the UKLA
in accordance with section 74(1)
of FSMA for the purposes of Part
VI of FSMA
"Ordinary Shares" ordinary shares of 10 pence each
in the capital of the Company
"Resolution" the resolution set out in the Notice
of General Meeting
"Shareholder" a holder of Ordinary Shares from
time to time
"UK" the United Kingdom of Great Britain
and Northern Ireland
"UKLA" the FCA, acting in its capacity
as the competent authority for the
purposes of Part VI of FSMA
This information is provided by RNS
The company news service from the London Stock Exchange
END
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