TIDMADA
RNS Number : 9365G
Adams PLC
02 June 2017
.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF
ADAMS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU 596/2014).
Adams plc
("Adams" or the Company")
Underwritten Open Offer of up to 41,276,616 Open Offer
Shares
at 2.5p per share
Proposed Waiver of Rule 9 of the City Code on Takeovers and
Mergers
Notice of Extraordinary General Meeting
Adams is pleased to announce that, in order to provide the
Company with additional resources with which to fund its investment
strategy, the Company is proposing to raise GBP1,031,915 (before
expenses) pursuant to an Open Offer. Under the Open Offer, all
Qualifying Shareholders have an opportunity to subscribe for new
Ordinary Shares at the Issue Price by subscribing for their
respective Open Offer Entitlements which have been calculated on a
one for one basis with their current holding in the Existing
Ordinary Shares in the Company.
The Open Offer is being fully underwritten by Richard Griffiths
pursuant to the Underwriting Agreement. Richard Griffiths has a
holding of 29.9 per cent in the existing Ordinary Shares, inclusive
of the holding by his controlled undertaking ORA Limited. Mr
Griffiths is not being paid an underwriting fee for that
underwriting commitment. Consequently, the estimated proceeds of
the Open Offer are anticipated to be GBP1,031,915 (before expenses)
irrespective of the level of take up of Open Offer Entitlements by
the Company's other Shareholders.
The terms and conditions of the Open Offer will be set out in a
circular being sent to Shareholders today, which will also include
a notice convening an Extraordinary General Meeting. The circular
will set out: the reasons for, and provide further information on,
the Proposals; explain why the Independent Directors consider the
Proposals to be in the best interests of the Company and its
Shareholders as a whole; and why the Independent Directors
unanimously recommend that Shareholders vote in favour of the
Resolutions.
The Open Offer is conditional, inter alia, upon: (i) the passing
(without amendment) of the Resolutions at the Extraordinary General
Meeting; and (ii) admission of the Open Offer Shares to trading on
AIM. It is expected that Admission will become effective and
dealings in the Open Offer Shares will commence on 29 June 2017.
The Open Offer Shares will, when issued and fully paid, rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid after the date of Admission.
Enquiries:
Adams plc
Mike Bretherton Tel: +44 1534 719761
Nomad - Cairn Financial Advisers
LLP
Sandy Jamieson, James Caithie Tel: +44 207 213
0880
Broker - Peterhouse Corporate
Finance Limited
Heena Karani Tel: +44 207 469
3393
1. Introduction and reasons for the Open Offer
Adams is pleased to announce that, in order to provide the
Company with additional resources with which to fund its investment
strategy, the Company is proposing to raise GBP1,031,915 (before
expenses) pursuant to the Open Offer. Under the Open Offer, all
Qualifying Shareholders have an opportunity to subscribe for new
Ordinary Shares at the Issue Price by subscribing for their
respective Open Offer Entitlements which have been calculated on a
pro rata basis to their holding in the Existing Ordinary Shares in
the Company on the Record Date.
The Open Offer is conditional, inter alia, upon: (i) the passing
(without amendment) of the Resolutions at the Extraordinary General
Meeting; and (ii) admission of the Open Offer Shares to trading on
AIM becoming effective on or before 8.00 a.m. on 29 June 2017 (or
such later date and/or time as the Company and Mr Griffiths may
decide, being no later than 5.00 p.m. on 14 July 2017).
It is expected that Admission will become effective and dealings
in the Open Offer Shares will commence on 29 June 2017. The Open
Offer Shares will, when issued and fully paid, rank pari passu in
all respects with the Existing Ordinary Shares, including the right
to receive all dividends and other distributions declared, made or
paid after the date of Admission.
The Open Offer is being fully underwritten by Richard Griffiths
pursuant to the Underwriting Agreement. Richard Griffiths has a
holding of 29.9 per cent in the existing Ordinary Shares, inclusive
of the holding by his controlled undertaking ORA Limited. Mr
Griffiths is not being paid an underwriting fee for that
underwriting commitment. Consequently, the estimated proceeds of
the Open Offer are anticipated to be GBP1,031,915 (before expenses)
irrespective of the level of take up of Open Offer Entitlements by
the Company's other Shareholders.
2. Open Offer Entitlement
Subject to the fulfilment of the conditions of the Open Offer,
Qualifying Shareholders are being given the opportunity to
subscribe for Open Offer Shares under the Open Offer at the Issue
Price of 2.5 pence per Open Offer Share, payable in full on
application and free of all expenses, pro rata to their existing
shareholdings on the following basis:
1 Open Offer Share for every 1 Existing Ordinary Share
held by Qualifying Shareholders and registered in their name at
the Record Date.
The Open Offer Shares will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of
Admission.
The Open Offer is not a rights issue. Qualifying CREST
Shareholders should note that, although the Open Offer Entitlements
will be admitted to CREST and be enabled for settlement,
applications in respect of entitlements under the Open Offer may
only be made by the Qualifying Shareholder originally entitled or
by a person entitled by virtue of a bona fide market claim raised
by Euroclear's Claims Processing Unit. Qualifying Non-CREST
Shareholders should note that the Application Form is not a
negotiable document and cannot be traded. Qualifying Shareholders
should be aware that under the Open Offer, unlike in a rights
issue, any Open Offer Shares not applied for will not be sold in
the market or placed for the benefit of Qualifying Shareholders who
do not apply under the Open Offer.
Application has been made for the Open Offer Entitlements of
Qualifying CREST Shareholders to be admitted to CREST. It is
expected that such Open Offer Entitlements will be admitted to
CREST on 5 June 2017. The Open Offer Entitlements will also be
enabled for settlement in CREST on 5 June 2017 to satisfy bona fide
market claims only. Applications through the CREST system may only
be made by the Qualifying CREST Shareholder originally entitled or
by a person entitled by virtue of a bona fide market claim.
Qualifying Non-CREST Shareholders will receive an Application
Form which sets out their maximum entitlement to Open Offer Shares
as shown by the number of Open Offer Entitlements allocated to
them.
If applications are made for less than all of the Open Offer
Shares available, then the lower number of Open Offer Shares will
be issued to Qualifying Shareholders and any outstanding Open Offer
Entitlements will be taken up by Richard Griffiths pursuant to the
Underwriting Agreement.
The Open Offer is restricted to Qualifying Shareholders in order
to enable the Company to benefit from exemptions from securities
law requirements in certain jurisdictions outside the United
Kingdom.
Action to be taken in respect of the Open Offer
Qualifying Non-CREST Shareholder will be sent an Application
Form which gives details of their Open Offer Entitlement (i.e. the
number of Open Offer Shares available to them). If Shareholders
wish to apply for Open Offer Shares under the Open Offer, they
should complete the Application Form and post it, or return it by
hand (during normal business hours only), together with payment in
full in respect of the number of Open Offer Shares applied for, to
Share Registrars Limited, The Courtyard, 17 West Street, Farnham,
Surrey, GU9 7DR so as to arrive as soon as possible and in any
event so as to be received by no later than 11.00 a.m. on 26 June
2017.
For Qualifying CREST Shareholders, no Application Form will be
sent. Qualifying CREST Shareholders will receive a credit to their
appropriate stock account in CREST in respect of their Open Offer
Entitlement.
The latest time for applications to be received under the Open
Offer is 11.00 a.m. on 26 June 2017. The procedure for application
and payment depends on whether, at the time at which application
and payment is made, Shareholders have an Application Form in
respect of their Open Offer Entitlement or their Open Offer
Entitlement has been credited to their stock account in CREST.
3. Financial update to 31 March 2017 and effect of Open Offer
As at the end of March 2017, the Company's cash balances stood
at GBP35,000 (EUR41,000). The Open Offer will raise GBP1,031,915
million (before expenses) and the net proceeds of this will put the
Company on a sound financial footing to enable it to fund
investment opportunities focusing on the technology and life
science sectors in accordance with its investing policy.
The Company currently holds four AIM quoted investments which,
based on the closing middle market prices of the shares in these
companies on 1 June 2017, being the latest practicable date prior
to the date of this announcement, have an aggregate value of
GBP734,035. The investment portfolio comprises 69,000 shares in GVC
Holdings plc valued at GBP552,000, 1,900,000 shares in Oxford
Pharmascience Group plc valued at GBP29,925, 41,000 shares in
Imagination Technologies Group plc valued at GBP48,585 and 202,000
shares in Communisis plc valued at GBP103,525. The Company also
holds approximately GBP95,000 of loan notes and a small equity
shareholding of GBP5,200 in Sherwood Holdings Limited, an unquoted
company incorporated in the UK.
The Company's audited accounts to 31 March 2017 are expected to
be announced on around 20 June 2017. Highlights of the as yet
unaudited results to 31 March 2017 are as follows:
-- Net assets at the end of the year EUR1,114,000 (2016: EUR1,100,000)
-- Net asset value per share at the end of the year EUR0.0270 (2016: EUR0.0266)
-- Gain for the year EUR14,000 (2016: loss EUR 234,000)
-- Cash and short term deposits at the end of the year EUR41,000 (2016: EUR258,000)
4. Underwriting Agreement
The Open Offer is being fully underwritten by Richard Griffiths
pursuant to the Underwriting Agreement by which he has committed to
take up his own maximum Open Offer Entitlement to 2,697,202 shares
under the Open Offer and has further agreed to subscribe for or
purchase, at the Open Offer Price, all of the Open Offer Shares not
taken up by Shareholders under the Open Offer.
The obligations of Mr Griffiths under the Underwriting Agreement
are conditional upon Admission becoming effective on or before 8.00
a.m. on 29 June 2017 (or such later date and/or time as the Company
and Mr Griffiths may agree, being no later than 5.00 p.m. on 14
July 2017).
Mr Griffiths is not being paid an underwriting fee for the
underwriting commitment.
The Underwriting Agreement is considered to be a related party
transaction under the AIM Rules. The Independent Directors
consider, having consulted with Cairn, the Company's Nominated
Adviser, that the terms of the Underwriting Agreement are fair and
reasonable insofar as Shareholders are concerned.
5. Concert Party
Richard Griffiths has a direct shareholding of 1,025 Existing
Ordinary Shares and his family own 2,696,177 Existing Ordinary
Shares, representing in aggregate 6.53 per cent. of the current
issued share capital of the Company. In addition, Mr Griffiths
controls 80.36 per cent. of ORA Limited, which in turn holds
9,645,531 Existing Ordinary Shares representing 23.37 per cent. of
the current issued share capital of the Company. ORA is therefore
treated as a member of the Concert Party. Accordingly, Mr Griffiths
and parties treated as acting in concert with him have an interest
in a total of 12,342,733 Existing Ordinary Shares representing
29.90 per cent. of the current issued share capital of the
Company.
Michael Bretherton, Chairman of the Company, is also a director
of ORA and holds a 5.00 per cent. beneficial interest in ORA. Mr
Bretherton does not have a direct holding in the Existing Ordinary
Shares of the Company.
Richard Griffiths, Michael Bretherton and ORA are considered by
the Panel to be acting in concert and are the members of the
Concert Party.
6. Waiver of Rule 9 of the City Code on Takeovers and Mergers
The Code Waiver is being sought in connection with the Open
Offer.
The Concert Party holds 12,342,733 Existing Ordinary Shares (all
of which comprise shares in which Mr Griffiths has an interest)
representing 29.90 per cent. of the current issued share capital of
the Company. Mr Griffiths has committed to take up his Open Offer
Entitlement and has also agreed to fully underwrite the Open Offer.
If a number of Qualifying Shareholders decline to take up their
Open Offer Entitlement and the Company was to issue Open Offer
Shares to Mr Griffiths pursuant to the Open Offer and the
Underwriting Agreement, then the shareholding interest of Mr
Griffiths and the Concert Party could increase to above 30.0 per
cent. If none of the other Qualifying Shareholders take up their
Open Offer Entitlements, the Concert Party holding (all of which
comprise shares in which Mr Griffiths has an interest) would
increase to 64.95 per cent. of the Enlarged Share Capital of the
Company.
As detailed in paragraph 7 below, this would ordinarily result
in the Concert Party being required to make a mandatory cash offer,
under the City Code, to the remaining Shareholders to acquire their
Shares. Resolution 3 (the "Whitewash Resolution") is being proposed
to enable the Company to issue further Ordinary Shares to Mr
Griffiths pursuant to the Open Offer and the Underwriting
Agreement, without him or the Concert Party being required to make
a mandatory cash offer to the remaining Shareholders.
7. The City Code and the Code Waiver
As indicated above, the terms of the Open Offer and the
Underwriting Agreement give rise to certain considerations under
the City Code. Brief details of the Panel, the City Code and the
protection they afford are given below.
The purpose of the City Code is to supervise and regulate
takeovers and other matters to which it applies. The City Code is
issued and administered by the Panel. The Company is a company to
which the Code applies and as such its Shareholders are therefore
entitled to the protections afforded by the City Code.
Under Rule 9 of the City Code, where any person acquires,
whether by a single transaction or a series of transactions over a
period of time, an interest (as defined in the City Code) in shares
which (taken together with shares in which persons acting in
concert with him are interested) carry 30 per cent. or more of the
voting rights of a company which is subject to the City Code, that
person is normally required by the Panel to make a general offer,
in cash, to all the remaining shareholders to acquire their
shares.
Rule 9 of the City Code further provides that, inter alia, where
any person who, together with persons acting in concert with him,
is interested in shares which in aggregate carry not less than 30
per cent. of the voting rights of a company but does not hold
shares carrying more than 50 per cent. of such voting rights and
such person, or any such person acting in concert with him,
acquires an interest in additional shares which increase his
percentage of shares carrying voting rights, such person is
normally required by the Panel to make a general offer to the
remaining shareholders to acquire their shares.
An offer under Rule 9 must be made in cash and at the highest
price paid by the person required to make the offer or any person
acting in concert with him for any interest in shares of the
company during the 12 months prior to the announcement of the
offer.
Richard Griffiths, Michael Bretherton, and ORA, who are
considered by the Panel to be a concert party, currently have an
interest in 12,342,733 Ordinary Shares (all of which comprise
shares in which Mr Griffiths has an interest), representing
approximately 29.90 per cent. of the current issued share capital
of the Company. Following the Proposals, as a result of the issue
of further Ordinary Shares to Mr Griffiths pursuant to the Open
Offer and the Underwriting Agreement, the interest of the Concert
Party could increase to a maximum of 53,619,349 Ordinary Shares
(all of which would comprise shares in which Mr Griffiths has an
interest) representing 64.95 per cent. of the Enlarged Share
Capital if none of the other Qualifying Shareholders take up their
Open Offer Entitlements. This would have the effect of increasing
the degree to which Mr Griffiths would be able to exercise
influence over all matters requiring Shareholder approval,
including election of Directors and the ability to pass special
resolutions.
The Panel has been consulted and has agreed to waive the
requirement for Mr Griffiths or the Concert Party to make a general
offer under Rule 9 of the City Code in cash for Ordinary Shares in
the Company which might otherwise arise as a result of the issue of
further Ordinary Shares to Mr Griffiths pursuant to the Open Offer
and the Underwriting Agreement, subject to the Whitewash Resolution
(as set out in the notice convening the Extraordinary General
Meeting) being passed on a poll by the Independent Shareholders. To
be passed, the Whitewash Resolution will require a simple majority
of the votes cast by the Independent Shareholders. Mr Griffiths and
ORA will not vote on the Whitewash Resolution. Mr Bretherton, who
is a member of the Concert Party, has not taken part in in the
deliberations of the Board in respect of the Underwriting Agreement
and the Whitewash Resolution.
If following completion of the Proposals, Mr Griffiths and the
Concert Party are interested in Shares carrying more than 50 per
cent. of the Company's voting share capital then any further
increase in his/its interest in Shares will no longer be subject to
the provisions of Rule 9 of the City Code. Mr Griffiths and/or the
Concert Party would in that instance, therefore, be able to
increase his/its aggregate interest in Ordinary Shares without
having to make an offer for the Company, although individual
members of the Concert Party will not be able to increase their
percentage interests in Shares through or between a Rule 9
threshold without Panel consent. They will, however, not be
restricted from making an offer for the Company.
8. The intentions of Mr Griffiths and his controlled undertaking ORA Limited
Adams is an investment holding and management company whose
principal activity is investment in, opportunities focusing on the
technology and life science sectors.
Mr Griffiths has confirmed to the Company that he intends that
the Company should operate its business in the future in the same
way that it currently does and that he has no intention to make any
changes, following any increase in his percentage interests in
Shares or voting rights as a result of the issue of Shares pursuant
to the Open Offer and the Underwriting Agreement, to the Company's
current plans regarding:
-- the continued employment of its employees and management,
including any material change in conditions of employment;
-- the strategic plans and investment strategy of the Company
and their likely repercussions on employment and the locations of
the Company's places of business;
-- employer contributions into the Company's pension schemes
(which are currently nil), the accrual of benefits for new members
and the admission of new members;
-- the deployment of the Company's fixed assets; and
-- the Company's existing trading facilities for its securities.
It is intended to continue to run the Company on a low cost base
with strict management disciplines and investing criteria.
The Company, Cairn and Richard Griffiths have entered into the
Relationship Agreement dated 2 June 2017 which will govern the
relationship between the Company and Richard Griffiths following
the Open Offer to ensure that the Company shall be managed
independently for the benefit of shareholders as a whole.
9. Extraordinary General Meeting
The circular being sent to Shareholders includes a copy of a
notice convening the Extraordinary General Meeting to be held at
the Company's registered office, IOMA House, Hope Street, Douglas,
Isle of Man IM1 1AP at 11.00 a.m. on 28 June 2017 at which the
following resolutions will be proposed:
Resolution 1 (Authority to allot shares)
Resolution 1 is an ordinary resolution to increase the
Directors' authority to allot Ordinary Shares, over and above those
authorities granted at the Annual General Meeting on 2 September
2016 and which authorities will remain unaltered, to enable the
Company to issue Shares in connection with the Open Offer.
Resolution 2 (Disapplication of Pre-Emption rights)
Resolution 2 is a special resolution conditional on the passing
of Resolution 1, to disapply the statutory pre-emption rights in
respect of the allotment of the Ordinary Shares to be allotted
pursuant to Resolution 1 in connection with the Open Offer.
Resolution 3 (the Whitewash Resolution)
Resolution 3 is an ordinary resolution and relates to the
disapplication of Rule 9 of the City Code following the issue of
further Shares to Mr Griffiths pursuant to the Open Offer and the
Underwriting Agreement. The Panel has confirmed that, subject to
the Whitewash Resolution being passed by the requisite majority of
the Independent Shareholders on a poll, no mandatory bid obligation
on Mr Griffiths or the Concert Party under Rule 9 of the City Code
would be triggered by virtue of the issue of Shares to Mr Griffiths
pursuant to the Open Offer and the Underwriting Agreement.
In accordance with the requirements of the City Code, Mr
Griffiths and his controlled undertaking ORA have undertaken not to
vote on the Whitewash Resolution in respect of their aggregate
holding of 12,342,733 Ordinary Shares.
The Proposals are conditional, inter alia, on the passing of the
Resolutions and Admission.
The Company specifies that only those members registered on the
Company's register of members at:
-- 11.00 a.m. on 26 June 2017; or
-- if the Extraordinary General Meeting is adjourned, at 11.00
a.m. on the day two days (not including non-working days) prior to
the adjourned meeting,
shall be entitled to attend and vote at the Meeting.
Voting on the Whitewash Resolution will be by way of a poll and,
following the Extraordinary General Meeting, the Company will
announce its result on the Company's website at
www.Adamsplc.co.uk.
10. Recommendation
The Independent Directors, having been so advised by Cairn,
consider the Proposals to be fair and reasonable and in the best
interests of the Company and its Shareholders as a whole and
therefore recommend Shareholders to vote in favour of the
Resolutions. In giving its advice, Cairn has taken account of the
commercial assessments of the Independent Directors.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2017
Record Date for Open Offer Close of business on
Entitlements 1 June
Announcement of the Open 7.00 a.m. on 2 June
Offer
Publication and posting 2 June
of the circular and posting
of the Form of Proxy and
the Application Form to
Qualifying Shareholders
Ex-Entitlement Date 8.00 a.m. on 2 June
Open Offer Entitlements as soon as possible
credited to stock accounts after 8.00 a.m. on
of Qualifying CREST Shareholders 5 June
in CREST
Recommended latest time 4.30 p.m. on 20 June
for requesting withdrawal
of Open Offer Entitlements
from CREST
Recommended latest time 3.00 p.m. on 21 June
for depositing Open Offer
Entitlements into CREST
Latest time and date for 3.00 p.m. on 22 June
splitting of Application
Forms (to satisfy bona
fide market claims only)
Latest time and date for 11.00 a.m. on 26 June
receipt of Forms of Proxy
in respect of the Extraordinary
General Meeting
Latest time and date for 11.00 a.m. on 26 June
receipt of completed Application
Forms, and payment in full
under the Open Offer or
settlement of relevant
CREST instructions (as
appropriate)
Extraordinary General Meeting 11.00 a.m. on 28 June
Announcement of result 28 June
of Extraordinary General
Meeting and Open Offer
Admission effective and 8.00 a.m. on 29 June
trading expected to begin
in Open Offer Shares on
AIM
CREST members' accounts as soon as possible
credited in respect of after 8.00 a.m. on
Open Offer Shares in uncertificated 29 June
form
Despatch of share certificates 5 July
in respect of Open Offer
Shares
All times are London times and each of the times and dates are
subject to change. If any of the details contained in the timetable
above should change, the revised times and dates will be notified
by means of an announcement through a Regulatory Information
Service. Certain of the events in the timetable above are
conditional upon, inter alia, the approval of the Resolutions
DEFINITIONS
"Act" the Companies Act 2006
of the Isle of Man (as
amended);
"Admission" the effective admission
of the Open Offer Shares
to trading on AIM;
"AIM" the market of that name
operated by the London
Stock Exchange;
"AIM Rules" the AIM Rules for Companies;
"Applicant" a Qualifying Shareholder
or a person entitled
by virtue of a bona fide
market claim who lodges
an Application Form or
submits a valid USE instruction
in CREST in connection
with the Open Offer;
"Application Form" the application form
enclosed with the circular
for use by Qualifying
Non-CREST Shareholders
in connection with the
Open Offer;
"Articles" the articles of association
of the Company for the
time being;
"Cairn" Cairn Financial Advisers
LLP, the Company's Nominated
Adviser;
"City Code" the City Code on Takeovers
and Mergers;
"Code Waiver" the waiver, conditional
upon the passing of the
Whitewash Resolution,
by the Panel of the obligation
on the Concert Party
that may otherwise arise
under Rule 9 of the City
Code to make a mandatory
cash offer for the issued
Ordinary Shares not already
owned by it as a result
of the acquisition of
Open Offer Shares;
"Company" or "Adams" Adams plc;
"Concert Party" Richard Griffiths, Michael
Bretherton and ORA Limited;
"CREST" the relevant system (as
defined in the CREST
Regulations) for paperless
settlement of share transfers
and the holding of shares
in uncertificated form
which is administered
by Euroclear;
"CREST Manual" the CREST Manual referred
to in agreements entered
into by Euroclear and
available at www.euroclear.com;
"CREST member" a person who has been
admitted to CREST as
a system-member (as defined
in the CREST Regulations);
"CREST member account the identification code
ID" or number attached to
a member account in CREST;
"CREST participant" a person who is, in relation
to CREST, a system-participant
(as defined in the CREST
Regulations);
"CREST participant ID" shall have the meaning
given in the CREST Manual;
"CREST payment" shall have the meaning
given in the CREST Manual;
"CREST Regulations" The Isle of Man Uncertificated
Securities Regulations
2006 (Statutory Document
No 743/06) together with
the United Kingdom Uncertificated
Securities Regulations
2001 (SI 2001/3755) (as
amended);
"CREST sponsor" a CREST participant admitted
to CREST as a CREST sponsor;
"CREST sponsored member" a CREST member admitted
to CREST as a sponsored
member;
"Directors" or "Board" the directors of the
Company at the date of
this announcement;
"Enlarged Share Capital" the entire issued ordinary
share capital of the
Company on Admission
following completion
of the Open Offer;
"Euroclear" Euroclear UK & Ireland
Limited, the operator
of CREST;
"Ex-Entitlement Date" the date on which the
Existing Ordinary Shares
are marked "ex" for entitlement
under the Open Offer;
"Existing Ordinary Shares" the existing ordinary
shares of EUR0.01 each
in the capital of the
Company in issue at the
date of this announcement;
"Extraordinary General the extraordinary general
Meeting" meeting of the Company
convened for 11.00 a.m.
on 28 June 2017 and any
adjournment thereof;
"Form of Proxy" the form of proxy enclosed
with the circular for
use by Shareholders in
connection with the Extraordinary
General Meeting;
"FCA" the Financial Conduct
Authority;
"FSMA" the Financial Services
and Markets Act 2000
(as amended);
"Independent Directors" The Directors that are
independent of Richard
Griffiths, being Nicholas
Woolard and Andrew Mitchell
as at the date of this
announcement;
"Independent Shareholders" all Shareholders other
than members of the Concert
Party;
"Issue Price" 2.5 pence per Open Offer
Share;
"London Stock Exchange" London Stock Exchange
plc;
"Member Account ID" the identification code
or number attached to
any member account in
CREST;
"New Ordinary Shares" ordinary shares of EUR0.01
each in the capital of
the Company arising on
completion of the Open
Offer;
"Official List" the Official List of
the United Kingdom Listing
Authority;
"Open Offer" the conditional offer
to Qualifying Shareholders,
constituting an invitation
to apply for Open Offer
Shares;
"Open Offer Entitlement" the entitlement to apply
for Open Offer Shares
pursuant to the Open
Offer;
"Open Offer Shares" the 41,276,616 Ordinary
Shares which are the
subject of the Open Offer;
"ORA" or "ORA Limited" ORA Limited, a company
incorporated in Jersey
with registered number
114893 and having its
registered office at
Kensington Chambers,
46/50 Kensington Place,
St Helier, Jersey, JE1
1ET;
"Ordinary Shares" or ordinary shares of EUR0.01
"Shares" each in the Company;
"Overseas Shareholders" shareholders who are
resident in or a citizen
or national of any country
outside the United Kingdom;
"Panel" the Panel on Takeovers
and Mergers;
"Peterhouse" Peterhouse Corporate
Finance Limited;
"Proposals" the Open Offer and the
Underwriting Agreement;
"Prospectus Rules" the Prospectus Rules
made in accordance with
EU Prospective Directive
2003/71/EC published
by the FCA pursuant to
Part VI of FSMA;
"Qualifying CREST Shareholders" Qualifying Shareholders
holding Existing Ordinary
Shares in a CREST account;
"Qualifying Non-CREST Qualifying Shareholders
Shareholders" holding Existing Ordinary
Shares in certificated
form;
"Qualifying Shareholders" shareholders whose Existing
Ordinary Shares are on
the register of members
of the Company at the
close of business on
the Record Date with
the exclusion (subject
to exemptions) of persons
with a registered address
or located or resident
in any of the Restricted
Jurisdictions;
"Receiving Agent" Share Registrars Limited;
"Record Date" close of business on
1 June 2017;
"Relationship Agreement" the deed of agreement
dated 2 June 2017 between
1) the Company, 2) Cairn
and 3) Richard Griffiths;
"Resolutions" the resolutions to be
proposed at the Extraordinary
General Meeting;
"Restricted Jurisdiction" each and any of Australia,
Canada, Japan, United
States, the Republic
of South Africa and New
Zealand and any other
jurisdiction where the
extension or availability
of the Open Offer would
breach applicable law;
"Shareholders" holders of Existing Ordinary
Shares, and the term
"Shareholder" shall be
construed accordingly;
"Underwriting Agreement" the agreement dated 2
June 2017, entered into
by Richard Griffiths
and the Company in respect
of the Open Offer;
"USE" unmatched stock event;
"Whitewash Resolution" the ordinary resolution
to be proposed at the
Extraordinary General
Meeting in relation to
the Code Waiver.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFBMPTMBBMBMR
(END) Dow Jones Newswires
June 02, 2017 02:00 ET (06:00 GMT)
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