TIDMPHO
RNS Number : 7858I
Peel Hotels PLC
13 August 2019
Peel Hotels PLC (the "Company")
Proposed Cancellation and Notice of AGM
Introduction
Further to its announcement on 2 August 2019, the Company
announces that it has published a circular ("Circular") and is
seeking Shareholder approval for the cancellation of the admission
of its Ordinary Shares to trading on AIM ("Cancellation"). The
Circular sets out the reasons why the Directors believe that this
is in the best interests of the Company and its Shareholders as a
whole and their recommendation to Shareholders to vote in favour of
the resolution to approve the Cancellation (the "Resolution"). The
Board is proposing the Resolution at the Company's Annual General
Meeting to be held at 12.00 noon on 19 September 2019.
The Circular has been made available on the Company's website at
www.peelhotels.co.uk.
The Cancellation is conditional, pursuant to Rule 41 of the AIM
Rules, upon the approval of not less than 75 per cent of the votes
cast by Shareholders (whether present in person or by proxy) at the
Annual General Meeting, notice of which is set out at the end of
the Circular.
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the date of the proposed
Cancellation.
Expected timetable of principal events
Publication of Circular and 5 August 2019
Form of Proxy to Shareholders
Latest time and date for receipt 12:00 noon on 17 September 2019
of Forms of Proxy in respect
of the Annual General Meeting
Time and Date of Annual General 12:00 noon on 19 September 2019
Meeting
Expected last day of dealings 26 September 2019
on AIM in the Ordinary Shares
Expected time and date of Cancellation 7:30 a.m. 27 September 2019
Notes:
(1) All of the times referred to in this announcement refer to
London time, unless otherwise stated.
(2) Each of the times and dates in the above timetable is
subject to change. If any of the above times and/or dates change,
the revised times and dates will be notified to Shareholders by an
announcement through a Regulatory Information Service.
(3) The Cancellation requires the approval of not less than 75
per cent of the votes cast by Shareholders at the Annual General
Meeting.
Background to, and reasons for, the Cancellation
The Company's strategy is to pay down its debt and increase
value for its Shareholders, and as such will have no requirement
for access to funding from equity capital markets.
The Directors have conducted a review of the benefits and
drawbacks to the Company and its Shareholders in retaining its
quotation on AIM, and believe that the Cancellation is in the best
interests of the Company and its Shareholders as a whole.
In reaching this conclusion, the Directors have considered the
following key factors, amongst others:
- The cost, management time and the legal and regulatory burden
associated with maintaining the Company's admission to trading on
AIM are, in the Directors' opinion, disproportionate to the
benefits to the Company.
- There is very little on-market trading activity in the Company's shares.
- The Cancellation will enable the Company to reduce significantly administrative costs.
- The Directors have looked at the tax position of Shareholders,
which will be unchanged by the delisting.
- Shareholders will still stand to benefit from a return of
surplus cash, and whether by the payment of dividends, or buying
back shares, or otherwise, as (in the Board's discretion) cash
allows.
- Both Robert Peel and his brother, Charles Peel, who together
own 62.41% of the issued share capital of the Company have
committed to vote in favour of the Cancellation.
Following careful consideration, the Directors believe that it
is in the best interests of the Company and Shareholders to seek
the proposed Cancellation at the earliest opportunity.
Process for Cancellation
The Cancellation is conditional, pursuant to Rule 41 of the AIM
Rules, upon the approval of not less than 75 per cent of the votes
cast by Shareholders (whether present in person or by proxy) at the
Annual General Meeting, notice of which is set out at the end of
the Circular.
In accordance with rule 41 of the AIM Rules, an AIM company that
wishes the London Stock Exchange to cancel the admission of its
shares to trading on AIM must notify such intended cancellation and
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 business days prior to such date.
Additionally, Cancellation will not take effect until at least
five clear Business Days have passed following the passing of the
Resolution for the Cancellation. If the Resolution for the
Cancellation is passed at the AGM, it is the Company's intention to
cease trading of the Company's Ordinary Shares on AIM on 26
September 2019 and the Cancellation will take effect on 07:30 am on
27 September 2019.
Principal effects of Cancellation
The principal effects that the Cancellation will have on
Shareholders include the following:
- the underlying liquidity in the Ordinary Shares is currently
low and, in the opinion of the Directors, is likely to remain that
way for the foreseeable future whether or not the Cancellation
proceeds.
- it may be more difficult for Shareholders to determine the
market value of their investment in the Company at any given
time.
- Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of certain
events, such as substantial transactions, financing transactions,
related party transactions and fundamental changes in the Company's
business, including certain acquisitions and disposals.
- the Company will cease to have an independent nominated adviser and broker.
- the Cancellation of itself should not have any taxation
consequences for Shareholders (Shareholders who are in any doubt
about their tax position should consult their own professional
independent adviser immediately).
After the Cancellation, the Company will continue to comply with
applicable statutory requirements. Subject to the Reregistration
occurring, Shareholders should also note that the Takeover Code
will continue to apply to the Company for the period of 10 years
from the date of Cancellation.
The Resolutions to be proposed at the Annual General Meeting
include the adoption of the New Articles with effect from
completion of the Cancellation. A summary of the principal changes
being made by the adoption of the New Articles is included in the
Circular.
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
Transactions in the Ordinary Shares prior to and post the
proposed Cancellation
Prior to Cancellation
Shareholders should note that they are able to trade in the
Ordinary Shares on AIM prior to Cancellation.
Post Cancellation
Shareholders should note that, post Cancellation, there will be
no dealing and settlement arrangements in the Ordinary Shares on
AIM, and that your Board does not intend to apply for admission of
the Ordinary Shares to any other Market. The Company is making
arrangements to allow for those of the Company's Shareholders who
wish to buy and sell Ordinary Shares post-Cancellation to be
matched.
Future Shareholder Returns
The Directors are aware that Shareholders may wish to secure a
return on their investment in Ordinary Shares over time. In the
absence of a market for Ordinary Shares, Shareholders will continue
to benefit from the return to Shareholders of funds determined by
your Board to be in excess of the Company's wants. It is your
Directors' intention on the first anniversary of Delisting and on
subsequent anniversaries to consider the return of surplus cash to
Shareholders, and whether by the payment of dividends, or buying
back shares, or otherwise, as (in the Board's discretion) cash
allows.
The Board will review, on each anniversary of Delisting, the
possible routes to return on investment to Shareholders and will
consider the appropriate use of any surplus cash to maximise
shareholder returns. If the Directors consider the buy back of
shares as the best possible option for its Shareholders at the
relevant time, it is your Directors' current expectation that the
price payable on any buyback of shares would be not less than 5 per
cent above the average market value of an Ordinary Share in the
Company in the six months immediately preceding Delisting. Robert
and Charles Peel who collectively hold 62.41% of the issued
Ordinary Shares have indicated that they would not expect to
participate in such a buy-back.
If Shareholders wish to buy or sell Ordinary Shares on AIM they
must do so prior to the Cancellation becoming effective. As noted
above, in the event that Shareholders approve the Cancellation, it
is anticipated that the last day of dealings in the Ordinary Shares
on AIM will be 26 September 2019 and that the effective date of the
Cancellation will be 27 September 2019.
Shareholders should note that the disposal of Ordinary Shares
could give rise to either corporation tax or income tax, but that
the business property relief entitlement currently enjoyed by
investors in the Ordinary Shares will not be affected if the
Company delists from AIM and re-registers as a private Company
(Shareholders who are in any doubt about their tax position should
consult their own professional independent adviser
immediately).
Re-registration
Following the Cancellation, the Board believes that the
requirements and associated costs of the Company maintaining its
public company status will be difficult to justify and that the
Company will benefit from the more flexible requirements and lower
costs associated with private limited company status. It is
therefore proposed to re-register the Company as a private limited
company. In connection with the Re-registration, it is proposed
that the New Articles be adopted to reflect the change in the
Company's status to a private limited company.
The principal effects of the Re-registration on the rights and
obligations of Shareholders and the Company are summarised in Part
II of this Document. Application will be made to the Registrar of
Companies for the Company to be re-registered as a private limited
company. Re-registration will take effect when the Registrar of
Companies issues a certificate of incorporation on Re-registration.
The Registrar of Companies will not issue the certificate of
incorporation on Reregistration until the Register of Companies is
satisfied that no valid application can be made to cancel the
resolution to reregister as a private limited company.
Takeover Code
Notwithstanding the Cancellation, subject to the Re-registration
occurring under the Takeover Code the Company will continue to be
subject to its terms for a period of 10 years following the
Cancellation.
Under Rule 9 of the Takeover Code, when any person or group of
persons acting in concert, individually or collectively, are
interested in shares which carry more than 30 per cent. of the
voting rights of a company but do not hold shares carrying more
than 50 per cent. of the voting rights of a company and such person
or any person acting in concert with him acquires an interest in
any other shares, which increases the percentage of the shares
carrying voting rights in which he is interested, then that person
or group of persons is normally required by the Panel to make a
general offer in cash to all shareholders of that company at the
highest price paid by them for any interest in shares in that
company during the previous 12 months.
In addition, Rule 9 of the Takeover Code states that where any
person, together with persons acting in concert with him, holds
over 50 per cent. of the voting rights of a company to which the
Takeover Code applies and acquires additional shares which carry
voting rights, then that person will not generally be required to
make a general offer to the other shareholders to acquire the
balance of the shares not held by that person or his concert
parties.
Following the expiry of the 10 year period from the date of the
Re-registration, the Company will no longer be subject to the
provisions of the Takeover Code. A summary of the protections
afforded to Shareholders by the Takeover Code which will be lost is
set out in the Circular.
Adoption of New Articles
The Company proposes to adopt New Articles principally to
reflect re-registration to a private Company and developments in
company law and good practice since 1998, when the Existing
Articles were adopted. Due to the extent of the changes, the
Company is proposing the adoption of the New Articles rather than
amendments to the Existing Articles.
Annual General Meeting
You will find set out at the end of this document a notice
convening an AGM of the Company to be held at 12:00 noon on 19
September 2019 at The Norfolk Hotel, Richmond Hill, Bournemouth,
Dorset, BH2 6EN at which the Resolutions will be proposed.
Norbert Paul Gottfried Petersen, who retires by rotation in
accordance with the Company's Existing Articles, has informed the
Board that he will not offer himself for re-election.
Action to be taken
Shareholders listed on the Company's share register at 6:00pm
(UK time) on 17 September 2019 shall be entitled to participate at
the AGM and vote there in person or by proxy. Shareholders will
find enclosed with the Circular a Form of Proxy for use at the
AGM.
The Form of Proxy should be completed and returned in accordance
with the instructions printed thereon so as to arrive at the
Company's Registrars, The Pavilions, Bridgwater Road, Bristol, BS13
8AE, as soon as possible and in any event not later than 12:00 noon
on 17 September 2019. The completion and return of a Form of Proxy
will not preclude you from attending and voting in person at
meeting or any adjournment thereof, if you so wish and are so
entitled.
Recommendation
The Board as a whole has considered the Proposals and agree that
the Proposals are in the best interests of the Company and its
Shareholders as a whole and therefore unanimously recommend that
Shareholders vote in favour of the Resolutions as they will in
respect of their own Ordinary Shares.
Contacts:
Robert Peel, Chairman 020 7286 6823
Peel Hunt, Capel Irwin 020 7418 8900
Definitions
"AIM" AIM, the market of that name operated by the
London Stock Exchange
"AIM Rules" the rules and guidance for companies whose
shares are admitted to trading
on AIM entitled "AIM Rules for Companies" published
by the London Stock
Exchange, as amended from time to time
-----------------------------------------------------
"Annual General the 2019 annual general meeting of the Company
Meeting" or "AGM" convened for 12:00 noon
on 19 September 2019, notice of which is set
out at the end of the Circular
(including any adjournment of such meeting)
-----------------------------------------------------
"Board" or "Directors" the directors of the Company
-----------------------------------------------------
"Business Day" a day, not being a public holiday, Saturday
or Sunday on which clearing banks
in London are open for business
-----------------------------------------------------
"Cancellation" the proposed cancellation of admission to trading
on AIM of the Ordinary
Shares as described in the Circular
-----------------------------------------------------
"Company" Peel Hotels Plc, incorporated in England and
Wales under registered
number 03473990
-----------------------------------------------------
"Concert Party" a group acting together to accumulate a controlling
share in the Company
-----------------------------------------------------
"Existing Articles" the articles of association of the Company
in force at the date of this
document
-----------------------------------------------------
"Existing Ordinary the 14,012,123 Ordinary Shares in issue at
Shares" the date of the Circular
-----------------------------------------------------
"Form of Proxy" the individual form of proxy enclosed with
or "Proxy Form" the Circular for use by Ordinary
Shareholders in connection with the AGM
-----------------------------------------------------
"FSMA" the Financial Services and Markets Act 2000,
as amended from time to time
-----------------------------------------------------
"General Principles" the six general principles contained within
the Takeover Code
-----------------------------------------------------
"London Stock London Stock Exchange plc
Exchange"
-----------------------------------------------------
"New Articles" the articles of association to be adopted on
completion of the Cancellation (in
place of the Existing Articles) conditional
upon the passing of the corresponding
resolution at the AGM
-----------------------------------------------------
"Notice of Annual the Notice of AGM set out at the end of the
General Meeting" Circular
-----------------------------------------------------
"Ordinary Shares" Ordinary shares of 10p each in the capital
of the Company
-----------------------------------------------------
"Panel" or "Takeover the Panel on Takeovers and Mergers
Panel"
-----------------------------------------------------
"Proposals" the proposed Cancellation, Re-registration
and adoption of New Articles as
described in the Circular
-----------------------------------------------------
"Register" the register of members of the Company
-----------------------------------------------------
"Registrar" or Computershare Investor Services PLC
"Share Registrars"
-----------------------------------------------------
"Regulatory Information a regulatory information service that is approved
Service" by the Financial Conduct
Authority and that is on the list of regulatory
information service providers
maintained by the Financial Conduct Authority
-----------------------------------------------------
"Re-registration" the re-registration of the Company as a private
limited company and the
consequential adoption of the New Articles
-----------------------------------------------------
"Resolutions" the resolutions to be proposed at the Annual
General Meeting, including in
relation to the Proposals, as set out in the
Notice of AGM
-----------------------------------------------------
"Rules" the rules contained within the Takeover Code
-----------------------------------------------------
"Rule 9 Offer" the requirement for a general offer to be made
in accordance with
Rule 9 of the City Code
-----------------------------------------------------
"Shareholders" the holders of Existing Ordinary Shares and
"Shareholder" shall mean any
one of them
-----------------------------------------------------
"Takeover Code" the Code on Takeovers and Mergers
-----------------------------------------------------
"UK" the United Kingdom of Great Britain and Northern
Ireland
-----------------------------------------------------
"Voting rights" means all voting rights attributable to the
share capital of the Company
which are currently exercisable at a general
meeting
-----------------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCLLFVRTFIFLIA
(END) Dow Jones Newswires
August 13, 2019 02:00 ET (06:00 GMT)
Peel Hotels (LSE:PHO)
Historical Stock Chart
From Oct 2024 to Nov 2024
Peel Hotels (LSE:PHO)
Historical Stock Chart
From Nov 2023 to Nov 2024
