TIDMMLIN
RNS Number : 4267F
Molins PLC
24 April 2014
24 April 2014
Molins PLC
Proposed cancellation of Ordinary Shares from the Official List,
Admission to trading on AIM, Pre-emption Rights Disapplication and
Notice of General Meeting
Molins PLC ("Molins" or the "Company") announces that it expects
to post a circular to Shareholders (the "Circular") today
concerning details of its proposed cancellation of admission of the
Company's Ordinary Shares from the Official List and to trading on
the London Stock Exchange's Main Market for listed securities
("Cancellation") and its intention to apply for the admission of
the Company's Ordinary Shares to trading on AIM. It is anticipated
that the effective date of the Cancellation and Admission to
trading on AIM will be 19 June 2014.
Under the Listing Rules, the Cancellation can be effected by the
Company only after approval of a resolution by Shareholders in
General Meeting, passed by not less than 75 per cent. of those
Shareholders who vote in person or by proxy, and the expiration of
a period of not less than 20 Business Days from the date of the
Shareholder approval.
In conjunction with the proposal to apply for the admission of
the Ordinary Shares to trading on AIM, the Board is also proposing
to seek the approval of Shareholders to increase the limit on the
number of equity securities that the Company may issue for cash on
a non-pre-emptive basis.
The Circular contains a notice convening a General Meeting of
Shareholders to be held at Rockingham Drive, Linford Wood East,
Milton Keynes, MK14 6LY at 10.00 a.m. on 20 May 2014 at which the
Resolutions will be proposed as special resolutions to approve the
Cancellation and Admission and Pre-emption Rights
Disapplication.
The Circular will be made available shortly on the Company's
website at www.molins.com and will be submitted to the National
Storage Mechanism where it will shortly be available at
www.morningstar.co.uk/uk/nsm.
Expected timetable of key events
Publication of this document 24 April 2014
Latest time and date for receipt of Proxy 10.00 a.m. 18 May 2014
Forms
Time and date of General Meeting 10.00 a.m. 20 May 2014
Last day of dealings on the Official List 18 June 2014
Cancellation of Ordinary Shares from the 8.00 a.m. 19 June 2014
Official List effective
Admission of Ordinary Shares to trading 8.00 a.m. 19 June 2014
on AIM effective
Background to and reasons for Cancellation and Admission
The Company's strategy is to grow organically across its three
divisions - Scientific Services, Packaging Machinery and Tobacco
Machinery - and by selective acquisitions, consistent with a
diversified industrial strategy.
The Board believes that a transfer to AIM has the benefit of
lower transactional costs, lower ongoing costs and simpler
administration and regulatory requirements more appropriate to a
company of Molins' size, which will facilitate implementation of
the Company's plans for the next stage of its growth and willenable
the strategy to be executed in a more efficient manner.
In particular, the Board believes that a transfer to AIM will
offer greater flexibility to supplement organic growth with
complementary acquisitions since, as described in further detail in
the Circular, larger corporate transactions can be executed more
quickly and cost effectively compared with the Official List. The
Board believes that this is likely to be of benefit to Molins going
forward.
AIM, which is operated and regulated by the London Stock
Exchange, has an established reputation with investors and analysts
and is an internationally recognised market. It was launched in
June 1995 as the London Stock Exchange's market specifically
designed for smaller companies, with a more flexible regulatory
regime.
If the Cancellation is approved by Shareholders, the Board
intends to operate the Company's business, including its reporting
and governance, in substantially the same manner and with the same
objectives as at present. Thus, the Board sees the Company as being
attractive to specialist institutional investors while the AIM tax
regime, referred to in more detail below, will also make the
Company potentially attractive to AIM specific funds as well as to
retail investors.
For these reasons, the Board considers that it is in the
Company's interests to seek approval to effect the Cancellation.
However, Shareholders should note that following the Cancellation
becoming effective:
-- The regulatory regime which applies solely to companies with
shares admitted to the Official List and to trading on the London
Stock Exchange's Main Market for listed securities will no longer
apply, including the requirement for shareholder approval under the
Listing Rules to approve transactions not in the ordinary course of
business or with related parties.
-- The Cancellation might have either positive or negative
taxation consequences for Shareholders. Since 5 August 2013, shares
traded on AIM can be held in ISAs and, with effect from 28 April
2014, stamp duty and stamp duty reserve tax (SDRT) on transfers of
shares listed on AIM will be abolished. Individuals who hold
Ordinary Shares following Admission may, after two years, also be
eligible for certain inheritance tax benefits. Further details on
taxation consequences are provided in the Circular.
-- The Cancellation may have implications for Shareholders
holding shares in a Self-Invested Personal Pension (SIPP). For
example, shares in unlisted companies may not qualify for certain
SIPPs under the terms of that SIPP and, if in any doubt,
Shareholders should consult with their SIPP provider immediately.
Following Admission, the Company will be categorised as
unlisted.
Details of the Cancellation and Admission
Conditional upon the Cancellation Resolution being approved at
the General Meeting, the Company will apply to cancel the listing
of the Ordinary Shares on the Official List and their admission to
trading on the London Stock Exchange's Main Market for listed
securities and will apply to the London Stock Exchange for the
admission of the Ordinary Shares to trading on AIM. It is
anticipated that the last day of dealings of the Ordinary Shares on
the Official List will be 18 June 2014. Cancellation of the listing
of the Ordinary Shares on the Official List is expected to take
effect at 8.00 a.m. on 19 June 2014, being not less than 20
Business Days from the passing of the Cancellation Resolution.
Admission is expected to take place and dealings in Ordinary
Shares are expected to commence on AIM at 8.00 a.m. on 19 June
2014.
As the Company's Ordinary Shares are currently listed on the
Official List, the AIM Rules do not require an admission document
to be published by the Company in connection with Admission.
However, subject to the passing of the Cancellation Resolution at
the General Meeting, the Company will publish an announcement which
complies with the requirements of Schedule One to the AIM
Rules.
Following Cancellation and Admission, Ordinary Shares that are
held in uncertificated form will continue to be held and dealt
through CREST. Share certificates representing those Ordinary
Shares held in certificated form will continue to be valid and no
new Ordinary Share certificates will be issued.
Pre-emption Rights Disapplication
If equity shares are to be allotted for cash, the Act requires
that, in the absence of prior shareholder approval, those
securities are first offered to a company's existing ordinary
shareholders on a pre-emptive basis in proportion to the number of
ordinary shares held by them.
At the Company's annual general meeting to be held today, the
Directors will seek Shareholder approval to renew their existing
authorities to (a) allot new equity securities; and (b) allot new
equity securities for cash without first offering them to existing
Shareholders.
The limit on the authority sought at today's Annual General
Meeting of the Company is in line with the Pre-emption Group's
statement of principles supported by institutional investors
including the Association of British Insurers, the National
Association of Pension Funds and the Investment Management
Association, applicable to and targeted at companies with a premium
listing on the Official List.
The Pre-emption Group's statement of principles is not
specifically targeted at companies admitted to trading on AIM and
it is generally recognised that AIM-listed companies require
greater flexibility to issue shares on a non-pre-emptive basis.
After careful consideration, the Board believes that, following
Admission, the limit outlined above would be unduly restrictive and
would restrict the Company's ability to raise finance from issues
of new Ordinary Shares, for example to fund acquisitions should the
need arise.
Accordingly Resolution 2 will be proposed to Shareholders at the
General Meeting. Resolution 2, if passed, will confer on the Board
authority to issue new shares for cash either (i) by way of a
rights issue or (ii) other than by way of a pre-emptive issue,
limited to an aggregate nominal amount of GBP504,288.50,
representing 2,017,154 new Ordinary Shares and equivalent to ten
per cent. of the current issued share capital of the Company. The
passing of Resolution 2 will be conditional on the passing of the
Cancellation Resolution and Admission.
If Resolution 2 is passed, the authority granted to the Board
will be in substitution for the authority being sought at today's
annual general meeting and will expire at the earlier of the
conclusion of the next annual general meeting of the Company to be
held in 2015 or 20 August 2015.
If Resolution 2 is not passed, then the authority being sought
by the Board at today's annual general meeting to allot shares on a
non-pre-emptive basis will, assuming such authority is approved,
continue to apply in accordance with its terms.
Implication of the transfer to AIM
Following Admission, the Company will be subject to the
regulatory and disciplinary controls of the AIM Rules. AIM is a
market designed primarily for emerging or smaller companies to
which a higher investment risk tends to be attached than to larger
or more established companies. Shareholders should note that the
protections afforded to investors in AIM companies are less
rigorous than those afforded to investors in companies listed on
the Official List. While for the most part the obligations of a
company whose shares are traded on AIM are similar to those of
companies whose shares are listed on the Official List, there are
certain exceptions, which are summarised in the Circular.
Letter of Intent and Irrevocable Undertakings
The Company has received a letter of intent from Schroder
Investment Management Limited to vote in favour of the Resolutions
in respect of 5,261,007 Ordinary Shares, representing 26.08 per
cent. of the Company's issued share capital. The Company has also
received irrevocable undertakings to vote in favour of the
Resolutions from Shareholders holding, in total, 177,219 Ordinary
Shares, representing, in aggregate, 0.88 per cent. of the Company's
issued Ordinary Shares.
Recommendation
The Board considers the terms of the Proposals to be in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Board recommends that Shareholders vote in favour
of the Resolutions to be proposed at the General Meeting, as the
Directors intend to do in respect of their own beneficial holdings
amounting, in aggregate, to 177,219 Ordinary Shares and
representing approximately 0.88 per cent. of the Company's issued
share capital.
For further information please contact:
Molins PLC Tel: +44 (0)1908 246870
Dick Hunter, Chief Executive
David Cowen, Group Finance Director
Panmure Gordon (UK) Limited Tel: +44 (0)20 7886
2500
Hugh Morgan / Peter Steel
MHP Communications Tel: +44 (0)20 3128
Andrew Jaques, Simon Hockridge 8100
Unless otherwise stated, capitalised terms in this announcement
have the same meaning as in the Circular.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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