TIDMCLA
RNS Number : 4551C
Capital Lease Aviation PLC
16 October 2015
Capital Lease Aviation PLC
("CLA" or the "Company")
Proposed cancellation of Admission to AIM
Notice of Annual General Meeting
Capital Lease Aviation Plc (LSE: CLA) announces that it will,
today, be sending a Circular to Shareholders together with a notice
convening an AGM to seek Shareholder's approval to cancel the
admission of the Company's Ordinary Shares to trading on AIM.
Introduction
The Company announces it is proposing to seek shareholder
consent to cancel the admission of the Company's Ordinary Shares to
trading on AIM.
In addition, the Company is seeking shareholder consent to
execute market purchases of its Ordinary Shares and it may seek to
make market purchases (if Shareholder consent is forthcoming) in
the period following the AGM and prior to the Delisting, to the
extent that there are Shareholders selling shares on market.
This announcement sets out the background to and reasons for the
Proposal, additional information on the implications of the
Proposal for the Company and its Shareholders, and why your Board
believes the Proposal to be in the best interests of Shareholders
as a whole. Having disclosed their interests in the Company and
their intentions with regard to their individual holdings, the
Directors also unanimously recommend the Proposal.
In addition to the Proposal, the AGM will include the ordinary
business to be dealt with at the Company's annual general
meeting.
The Delisting
Reasons for the Delisting
During the course of the last 18 months, Avation has increased
its holding in the Company from approximately 62 per cent. to
approximately 97 per cent.. Following the increase in Avation's
holding, liquidity in the Company's Ordinary Shares has been
significantly reduced. The Company has considered maintaining the
listing in order to facilitate further transactions, although it
has become clear that, considering the costs of maintaining the
listing and the limited free float, it would be more beneficial to
shareholders to proceed with the Delisting.
In addition, the Company's AIM nominated adviser, WH Ireland,
has advised the board that in light of the points listed above, it
would be appropriate for the Company to consider a Delisting.
Accordingly, the Board has taken the decision to delist from AIM
in an orderly manner by seeking a shareholder vote in this
regard.
Effects of Delisting
The principal effect of the Proposal and the Delisting is that
Shareholders will no longer be able to buy and sell shares in the
Company through a public stock market and so liquidity in the
Company's shares will be extremely limited. Upon the Delisting
becoming effective, Ordinary Shares shall cease to be available in
uncertificated form and, following a short period after the
Delisting, shall be withdrawn from CREST. Holders of Ordinary
Shares in uncertificated form will then hold those shares in
certificated form, for which they will be sent share certificates
within 7 days of the CREST facility being withdrawn.
In addition, the Company will no longer be required to retain a
nominated adviser and broker, announce material events to
shareholders, comply with corporate governance requirements or to
comply with the AIM Rules. The Company will continue to be subject
to the Act, which mandates shareholder approval for certain
matters.
Following the Delisting, if there are still Shareholders in the
Company (in addition to Avation), the Company will use its
reasonable endeavours to match any Shareholders who wish to sell
their holdings with potential buyers. Whilst there can be no
guarantee that Shareholders will be able to sell their Ordinary
Shares in this manner, any Shareholder seeking to do so should
contact the Company in writing at its registered office.
Summary
Your Board has accordingly concluded that it is in the best
interests of Shareholders as a whole that the Delisting be
approved.
Under the AIM Rules, the Delisting can only be effected by the
Company after securing a special resolution of Shareholders in a
general meeting, whereby at least 75 per cent. of votes cast are in
favour of such a resolution. A period of at least five Business
Days following the Shareholder approval of the Delisting is
required before the Delisting may be put into effect.
In addition, Rule 41 of the AIM Rules requires an AIM company
that wishes the London Stock Exchange to cancel the admission of
its shares to trading on AIM to notify such intended cancellation
and separately inform the London Stock Exchange of its preferred
cancellation date at least twenty Business Days prior to such date.
In accordance with AIM Rule 41, the Directors have notified AIM of
the Company's intention to cancel the Company's admission of the
Shares to trading on AIM.
Resolution 1 contained in the Notice seeks Shareholder approval
for the Delisting. The Company has received irrevocable
undertakings from Shareholders holding 92,483,395 Ordinary Shares,
representing approximately 96.7 per cent. of the current voting
rights in the Company, to vote in favour of the Delisting. Assuming
that Shareholders approve this resolution, it is proposed that the
Delisting will take place by 24 November 2015 at the earliest.
The Board will consider making market purchases of Ordinary
Shares in the period following the AGM up until the Delisting if
there are Shareholders who are not able or willing to continue to
own shares in the Company following the Delisting and who are
offering Ordinary Shares for sale on market.
Purchases of Own Shares
The Board recognises that not all Shareholders will be able or
willing to continue to own shares in the Company following the
Delisting. At the Company's last AGM, authority was given to the
Directors to make market purchases of the Company's shares.
However, the authority only permitted such purchases at a price of
20.5 pence per Ordinary Share (being both the maximum and the
minimum price authorised for market purchases). The market price of
the Company's Ordinary Shares as at 15 October 2015 (being the
latest practicable date before publication of this announcement)
was 23.5 pence. The Company recently paid a 2 pence dividend per
ordinary share.
The Board is, subject to Shareholder consent at the AGM,
considering continuing to make on market purchases of Ordinary
Shares at 20.5 pence per Ordinary Share in the period following the
AGM up to the time of Delisting.
Once the Delisting has been effected, there will be no external
trading facility or matched bargain service in place for remaining
Shareholders to trade Ordinary Shares. Shareholders wishing to
effect transactions in Ordinary Shares post the Delisting will be
able to do so by contacting the Company Secretary directly with
their details and proposed trades. The Company Secretary will then
attempt to match trades based on the information received from
Shareholders.
All Shareholders are advised to consult their professional
advisers about their own tax position if they wish to effect market
sales of their Ordinary Shares.
Re-registration as a private limited company
The Proposal does not include a resolution to re-register the
Company as a private limited company. However, the Board may
determine in the future that this is appropriate, as it would
reduce the costs and complexity of operating the Company. A
re-registration as a private company would, in particular, allow
subject to shareholder approval, the Company to effect returns of
capital to Shareholders without the need to apply to a court of
law.
Takeover Code
The Takeover Code is issued and administered by the Takeover
Panel. The Takeover Code currently applies to the Company and will
continue to apply to the Company notwithstanding the Delisting. If
the Company is successfully re-registered as a private company, the
Takeover Code will cease only to apply to the Company on the expiry
of the 10-year period from the date of the Reregistration or, if
earlier, the date on which the Company is dissolved.
The Takeover Code and the Takeover Panel operate principally to
ensure that shareholders are treated fairly and are not denied an
opportunity to decide on the merits of a takeover and that
shareholders of the same class are afforded equivalent treatment by
an offeror. The Takeover Code also provides an orderly framework
within which takeovers are conducted. In addition, it is designed
to promote, in conjunction with other regulatory regimes, the
integrity of the financial markets
The Takeover Code is based upon a number of General Principles
which are essentially statements of standards of commercial
behaviour. General Principle One states that all holders of
securities of an offeree company of the same class must be afforded
equivalent treatment and if a person acquires control of a company,
the other holders of securities must be protected. This is
reinforced by Rule 9 of the Takeover Code which requires a person,
together with persons acting in concert with him, who acquires
shares carrying voting rights which amount to 30 per cent. or more
of the voting rights to make a general offer. A general offer will
also be required where a person who, together with persons acting
in concert with him, holds not less than 30 per cent. but not more
than 50 per cent. of the voting rights, acquires additional shares
which increase his percentage of the voting rights. Unless the
Takeover Panel consents, the offer must be made to all other
shareholders, be in cash (or have a cash alternative) and cannot be
conditional on anything other than the securing of acceptances
which will result in the offeror and persons acting in concert with
him holding shares carrying more than 50 per cent. of the voting
rights.
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