TIDMNAK
RNS Number : 0887I
Nakama Group Plc
09 December 2020
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no. 596/2014 ("MAR")
9 December 2020
Nakama Group plc
("Nakama" or the "Company")
Proposed disposal of operating businesses
Nakama (AIM:NAK), the AIM quoted recruitment consultancy working
across the UK and Asia providing recruitment and related services
for the web, interactive, digital media, IT and business change
sectors, announces that it has agreed terms to dispose of its four
operating businesses, being Highams, the Nakama UK Business, Nakama
HK and Nakama Singapore, to Sanderson, a privately owned
recruitment business.
The Disposal is conditional, inter alia, upon Shareholders
passing Resolution 1 at the General Meeting, details of which are
set out below.
It is anticipated that, subject to the passing of Resolution 1,
the Disposal will complete on 4 January 2021. Following Completion,
the Company will become an AIM Rule 15 cash shell and as such, will
either be required to make an acquisition or acquisitions
constituting a reverse takeover under AIM Rule 14 on or before the
date falling six months from Completion or be re-admitted to
trading on AIM as an investing company under the AIM Rules (which
requires the raising of at least GBP6 million) failing which, the
Ordinary Shares would then be suspended from trading on AIM
pursuant to AIM Rule 40. Admission to trading on AIM would be
cancelled six months from the date of any suspension should the
suspension not have been lifted beforehand.
Pursuant to the Disposal, the Company is required to change its
name and the Board is proposing to change the Company's name to
Ridgecrest plc.
Extracts from the Circular are set out below.
A copy of the Circular will be posted to shareholders by 11
December 2020 and a copy made available on the Company's website
https://www.nakamagroupplc.com/ .
Enquiries:
Nakama Group plc www.nakamaglobal.com
Tim Sheffield, Chairman 00 44 20 7236 2400
Robert Thesiger, Chief Executive
Officer 00 44 20 3588 4560
Allenby Capital Limited (Nominated
Adviser and Broker) 00 44 20 3328 5656
Nick Naylor / Liz Kirchner (Corporate
Finance)
The following information is extracted without material
adjustment from the Circular to be sent to Shareholders. The
information below should be read in conjunction with the Circular.
Capitalised terms used in the summary below are defined at the end
of this announcement.
Background to and reasons for the Disposal
The Group is an AIM-quoted recruitment consultancy working
across the UK and Asia providing recruitment and related services
for the web, interactive, digital media, IT and business change
sectors.
As Shareholders will be aware, the Group was formed by the
acquisition of Nakama UK and its subsidiaries in 2011 by Highams
Systems Services Group plc, which was subsequently renamed Nakama.
The merger was intended to provide the Group with increased scale
and a broadening of its sector and geographical reach and was also
expected to deliver cost savings, risk diversity and cross-selling
opportunities across the two client bases.
The Group has faced a number of challenges in recent years and,
despite efforts made by the Directors to achieve an internal
restructuring and the reduction of costs, the Company's cash
position has remained constrained.
The ongoing COVID-19 pandemic, along with the proposed but later
revised changes to the IR35 regime, have had a significant impact
on the Group's trading activities during 2020. Whilst the Trading
Businesses have continued to trade and take on assignments,
business volumes have reduced, and market conditions have continued
to be difficult.
The Board has made every reasonable effort to secure the future
of the Company and has utilised a number of Government initiatives
in the UK (including the Coronavirus Job Retention Scheme), Hong
Kong and Singapore to preserve the Group's cash resources. However,
a second wave of the COVID-19 pandemic and new national lockdowns
in the UK and other geographies has, the Directors believe,
exacerbated the uncertainty felt by many businesses when making
decisions about recruitment assignments and this has led to
increased working capital pressures on the Group. In recent weeks,
the Group's cash position has continued to deteriorate and, as
stated in previous announcements, the Board does not believe the
Group can continue to trade satisfactorily without an injection of
new capital.
In order to address the Group's cash constraints, the Board made
a number of applications for UK Government backed loans, each of
which was unfortunately rejected owing to the Company's historic
losses which meant it was not eligible to receive such finance. The
Board also explored options for an equity fundraise but positive
discussions held initially with a number of parties had to be
terminated when the Company's largest shareholder made clear to the
Board they would not support a fundraise and would vote against the
Shareholder resolutions needed to allow the Company to issue any
new shares.
In light of the Company's inability to raise debt or equity
finance, the Board decided to seek a buyer for the Trading
Businesses and held discussions with a number of potential buyers.
Following these discussions, the Board has conditionally agreed to
sell the Trading Businesses to Sanderson on the terms set out
below.
The Board believes that, without additional funding and a
material improvement in market conditions, it will not be possible
to grow the Trading Businesses further or to maintain the Group as
a going concern. Should the sale of the Trading Businesses not
proceed, the Directors believe they will be forced to take steps to
protect the interests of the Group's creditors.
As previously announced by the Company, the directors at the
time took the decision in 2018 to cease trading in Australia
entirely. The Group previously had a number of significant
intercompany balances with the Australian Subsidiaries (both debits
and credits) but these were written off in the Company's accounts
for the year ended 31 March 2019. Whilst both Nakama Sydney and
Nakama Melbourne are in liquidation, neither process has yet been
concluded. The liquidator of the Australian Subsidiaries is in
periodic correspondence with the Company about settling the
intercompany balances and has also previously indicated to
creditors the availability of a potential insolvent trading claim
against the Company itself. The Board believes that any amounts due
from the Group to the Australian Subsidiaries should be netted off
against amounts previously owed by them to the Group. To date, the
liquidator has (through correspondence to the creditors of the
Australian Subsidiaries) indicated his intention to resolve the
matter in the first half of 2021. The Board believes that, whilst
the amount that could be claimed by the liquidator of the
Australian Subsidiaries is significant, the Group's potential
liability is likely to be relatively immaterial.
Further details of the Disposal
The Company intends to dispose of its four operating businesses
(including their respective management and employees), being
Highams, the Nakama UK Business, Nakama HK and Nakama Singapore, to
Sanderson. Further details of each business are set out below.
Highams
Established in 1983, Highams specialises in delivering niche
recruitment services across business and technology transformation
programmes within the insurance, wealth management and life &
pensions industries.
For the year ended 31 March 2020, Highams recorded an unaudited
profit before tax of GBP273,785 on revenues of GBP6,355,566. The
unaudited total assets of Highams as at 30 September 2020 were
GBP760,193, with net liabilities being GBP1,055,776.
The Nakama UK Business
Nakama UK provides permanent, temporary and contract recruitment
services to large multinational corporations, creative agencies,
start-ups and SMEs in need of digital talent. Nakama UK is
co-located with the Highams office in order to maintain cost
efficiencies and promote cross-selling opportunities.
For the year ended 31 March 2020, Nakama UK recorded an
unaudited loss before tax of GBP131,878 on revenues of
GBP1,737,325. The unaudited total assets of Nakama UK as at 30
September 2020 were GBP206,342, with net liabilities being
GBP1,019,068.
Nakama HK
Nakama HK is the Group's principal presence in the Asia-Pacific
region and serves the digital technology markets across a broad
range of clients from corporates to digital marketing agencies.
For the year ended 31 March 2020, Nakama HK recorded an
unaudited loss before tax of GBP20,449 on revenues of GBP1,351,254.
The unaudited total assets of Nakama HK as at 30 September 2020
were GBP572,083, with net assets being GBP4,770.
Nakama Singapore
The Singapore branch of Nakama, alongside the Hong Kong
business, serves the Asia-Pacific digital technology markets.
For the year ended 31 March 2020, Nakama Singapore recorded an
unaudited loss before tax of GBP181,618 on revenues of GBP275,184.
The unaudited total assets of Nakama Singapore as at 30 September
2020 were GBP23,289, with net liabilities being GBP519,925.
Information on Sanderson
Founded in 1982, Sanderson is an established recruitment group
and has its headquarters in Bristol, England, as well as offices in
other parts of the UK and in the Asia-Pacific region. Its business
comprises recruitment, solutions, executive search and projects
divisions. These divisions operate across a number of sectors
including financial services, government and defence, information
technology, professional advisory, retail and consumer, utilities
and energy and not for profit organisations.
Terms of the Disposal
Pursuant to the SPA, completion of which is conditional, inter
alia, on the passing by Shareholders of Resolution 1 and there not
having occurred any material adverse change in the business,
operations, assets, liabilities, financial or trading condition or
operating results of the Trading Subsidiaries (being any event or
circumstance which gives rise to an additional cost or potential
additional cost to them of more than GBP75,000), the Company and
Nakama UK will sell, and Sanderson Group and Sanderson Solutions
will buy, the entire issued share capital of each of Highams,
Nakama HK and Nakama Singapore for a cash consideration of
GBP440,000, of which GBP390,000 will be payable on Completion and
the remaining GBP50,000 of which will be paid following the
preparation (on or before the date falling 25 business days after
Completion) and subsequent agreement or determination of completion
accounts in respect of the Trading Subsidiaries.
The consideration payable under the SPA may be increased or
decreased to the extent that, and by the amount (if any) by which,
the net assets or liabilities of the Trading Subsidiaries as at
Completion (after the write-down to zero of all intercompany
balances with the Company and Nakama UK) are less or greater than
their net liabilities as at 31 July 2020.
On Completion, Sanderson Recruitment and Nakama UK will also
complete the APA which provides for the sale and purchase of the
Nakama UK Business for a total cash consideration of GBP75,465.
It is anticipated that, subject to the passing of Resolution 1,
the Disposal will complete on 4 January 2021. Should that
Resolution not be passed on or before 31 December 2020, the
Disposal Agreements will terminate unless a further longstop date
can be agreed between the parties and, without prejudice to any
accrued rights or obligations, be of no further effect. The Company
and Nakama UK have undertaken to ensure that, pending Completion,
the Trading Businesses will be carried on in the normal course. The
terms of the Disposal Agreements also provide for the giving by the
Company and Nakama UK, subject to various customary limitations, of
certain specific and time-limited warranties in respect of the
Trading Businesses.
The Company and Nakama UK have also undertaken that they will
not at any time during the period of 12 months following
Completion, inter alia, carry on or be concerned, engaged or
interested in, or in any way assist, a business which competes with
any business carried on by the Trading Businesses as at
Completion.
Proposed Board changes
It has been agreed that Robert Thesiger, Chief Executive of
Nakama, will join Sanderson, initially on a consultancy basis,
pursuant to the Disposal. Robert will however remain as a
Non-Executive Director of Nakama following Completion. Michael
Clelland will resign as a Non-Executive Director of Nakama upon
Completion but Tim Sheffield will remain as Chairman of the
Company.
Use of proceeds
The gross proceeds of the Disposal will be used, in part, to
satisfy: (i) the Company's professional advisory costs incurred in
connection with the Disposal, expected to total approximately
GBP80,000 (plus VAT); (ii) the outstanding VAT liabilities of the
Company and Nakama UK; (iii) all amounts owed by Nakama UK to HSBC
Invoice Finance (UK) Ltd as at Completion; and (iv) certain amounts
owed to Directors in respect of unpaid directors' fees and a bonus
which will crystallise on Completion.
The Board anticipates that, following completion of the Disposal
and the payment of all associated costs and after taking into
account all known outstanding liabilities of the Group, Nakama will
have cash resources of approximately GBP200,000.
Shareholders should note however that the level of these cash
resources could potentially be affected by other matters such as
the ongoing liquidation of the Australian Subsidiaries, further
details of which are set out above.
Principal effects of the Disposal and AIM Rule 15
The Trading Businesses constitute all of the Group's operating
businesses and the Disposal will accordingly represent a disposal
resulting in a fundamental change of business of the Company in
accordance with Rule 15 of the AIM Rules. On Completion, the
Company will cease to own, control or conduct all or substantially
all of its existing trading business, activities or assets.
In accordance with the AIM Rules, completion of the Disposal is
conditional on Shareholders passing Resolution 1 to be proposed at
the General Meeting.
Following Completion, the Company will become an AIM Rule 15
cash shell and as such, will either be required to make an
acquisition or acquisitions constituting a reverse takeover under
AIM Rule 14 on or before the date falling six months from
Completion or be re-admitted to trading on AIM as an investing
company under the AIM Rules (which requires the raising of at least
GBP6 million) failing which, the Ordinary Shares would then be
suspended from trading on AIM pursuant to AIM Rule 40. Admission to
trading on AIM would be cancelled six months from the date of any
suspension should the suspension not have been lifted
beforehand.
As a cash shell, the Company would have no operating cash flow
and would be dependent on the net proceeds of the Disposal and any
further funds which could be raised for its working capital
requirements.
The Directors will seek to work with external parties as
appropriate in order to identify and pursue potential acquisition
opportunities. There can be no certainty however that a suitable
acquisition opportunity will be identified or even proceed to
completion. Any acquisition which involved the issue by the Company
of new Ordinary Shares would be dilutive for Shareholders.
Audited results for the year ended 31 March 2020 and interim
results for the 6 months ended 30 September 2020
As previously announced, the Company has received an extension
to the deadline by which it must announce and publish its annual
report and audited results for the year ended 31 March 2020. If the
Company fails to meet this deadline of 31 December 2020 then
trading in the Ordinary Shares will be suspended. The Board
anticipates announcing and distributing the audited results for the
year ended 31 March 2020 shortly. Shareholders should note however
that the auditor's opinion on the results for the year ended 31
March 2020 is likely to include a "Material uncertainty related to
going concern" paragraph as: (i) the Company's cash position is
currently constrained; and (ii) the Disposal will not have
completed prior to the auditors signing their audit opinion.
The Company is also required by 31 December 2020 to publish its
unaudited results for the six months ended 30 September 2020,
unless it decides to avail itself of the one-month extension
currently granted to AIM companies due to the COVID-19 pandemic.
The Board presently anticipates that it will announce the unaudited
results of the Company for the six months ended 30 September 2020
shortly after announcing the audited results for the year ended 31
March 2020.
Change of name
In light of the proposed Disposal and the sale of all of the
Group's operating businesses, the Company intends to change its
name. The Board is proposing that the Company's name be changed to
Ridgecrest plc. The change of name will, subject to approval by
Shareholders, be effective upon the issuance by the Registrar of
Companies of a Certificate of Change of Name. An appropriate
announcement will be made when trading in the Ordinary Shares on
AIM under the name Ridgecrest plc is to become effective. The
Company's TIDM (ticker code) will change to RDGC. Shareholders
should note that their shareholdings will be unaffected by the
change of name. Existing share certificates should be retained by
Shareholders holding Ordinary Shares in certificated form as they
will remain valid for all purposes and no new share certificates
will be issued.
General Meeting
Set out at the end of the Circular will be the Notice convening
the General Meeting to be held at 10.00 a.m. on 29 December 2020 at
which an ordinary resolution (which cannot be passed unless it
receives the support of more than 50% of the total number of votes
cast for and against it) will be proposed to approve the sale of
the Trading Businesses to Sanderson in accordance with the Disposal
Agreements and a special resolution (which cannot be passed unless
it receives the support of a majority of at least 75% of the total
number of votes cast for and against it) will be proposed to
approve the change of name of the Company described above.
If the Resolutions are each passed by the requisite majorities,
they will be binding on all Shareholders, irrespective of how (or
whether) they voted.
If Shareholders do not pass Resolution 1, the Company will
continue to operate the Trading Businesses. However, the Directors
believe there are limited opportunities to reduce the Company's
cost base any further. In light of continued uncertainty in the
global trading environment arising out of the COVID-19 pandemic,
the Company would need to raise additional funds from investors.
There can be no certainty that such investment could be raised, the
terms of any investment or that Shareholders would provide the
approvals required to permit the Company to issue new Ordinary
Shares. If this investment was not raised, the Board would be
obliged to take steps to protect the interests of creditors and the
Company may eventually be placed into an insolvent liquidation
process out of which Shareholders would be unlikely to see any
return on their investment.
The above considerations are not exhaustive, and Shareholders
should seek their own independent advice when assessing the likely
impact of the Disposal (or any decision by Shareholders not to
approve it) on themselves.
Action to be taken
Shareholders will find enclosed with the Circular a reply-paid
Form of Proxy which will enable them to vote at the General
Meeting.
Whilst, in normal circumstances, the Board values very highly
the opportunity to meet Shareholders in person, due to the ongoing
COVID-19 pandemic and the related legal and other requirements, the
General Meeting will be held as a closed meeting with a minimum
number of Directors and/or employee Shareholders present, such that
the legal requirement to hold a quorate meeting will be satisfied,
and no other Shareholders will be permitted to access, attend or
participate in person.
Shareholders are accordingly strongly urged to appoint the
Chairman of the General Meeting (rather than their own choice of
person) as their proxy as this is the only way to ensure their vote
is counted.
The Company is taking these precautionary measures to safeguard
Shareholders' and its employees' health and to enable the General
Meeting to comply with current law. The Board will review these
arrangements and any additional and/or alternative measures in
advance of the General Meeting and will update Shareholders, as
necessary, via a regulatory information service.
Shareholders may submit questions relating to the business to be
dealt with at the General Meeting by emailing
rthesiger@nakamaglobal.com at least 48 hours prior to the meeting.
The Company will endeavour to publish these questions and the
Company's responses on its website ( www.nakamagroupplc.com ) as
soon as practicable after the meeting.
Shareholders who hold their Ordinary Shares in certificated form
are requested to complete and sign the Form of Proxy and return it
to the Company's registrars, Link Group, PSX 1, 34 Beckenham Road,
Beckenham, Kent BR3 4ZF as soon as possible and, in any event, so
as to arrive no later than 10.00 a.m. on 27 December 2020. Unless
your Form of Proxy is received by this date and time, it will be
invalid.
Shareholders are reminded that, if their Ordinary Shares are
held in the name of a nominee, only that nominee may submit a Form
of Proxy.
Shareholders who hold their Ordinary Shares in CREST and wish to
appoint the Chairman of the General Meeting as their proxy through
the CREST electronic proxy appointment service may do so by
completing and transmitting a CREST Proxy Instruction to Link Group
as soon as possible and so that it is received by no later than
10.00 a.m. on 27 December 2020.
If you are in any doubt about the Disposal or the contents of
this announcement or the action you should take, you are
recommended to seek your own independent financial, tax and legal
advice immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser duly authorised
under the Financial Services and Markets Act 2000 (as amended) if
you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser in the
relevant jurisdiction.
Recommendation
The Board considers that the Disposal and the proposed change of
name of the Company are each in the best interests of the Company
and Shareholders as a whole. Accordingly, the Directors unanimously
recommend that you vote in favour of the Resolutions to be proposed
at the General Meeting.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for receipt 10.00 a.m. on 27 December
of Forms of Proxy 2020
Latest time and date for receipt 10.00 a.m. on 27 December
of CREST Proxy Instructions 2020
General Meeting 10.00 a.m. on 29 December
2020
Expected completion of the Disposal 4 January 2021
Notes:
(1) References to times in this announcement are to London time
(unless otherwise stated).
(2) The dates set out in the timetable above are based on
current expectations and may be subject to change.
(3) If any of the above times and/or dates should change, the
revised times and/or dates will be notified to Shareholders by an
announcement to a regulatory information service.
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise:
"Act" the Companies Act 2006 (as amended);
"AIM" the market of that name operated by the
London Stock Exchange;
"AIM Rules" the AIM Rules for Companies and the AIM
Rules for Nominated Advisers together with
all accompanying guidance notes (as each
are published by the London Stock Exchange
from time to time);
"Allenby Capital" Allenby Capital Limited, the Company's nominated
adviser and broker;
"APA" the conditional asset purchase agreement
dated 9 December 2020 entered into between
Sanderson Recruitment and Nakama UK in respect
of the Business Disposal;
"Australian Subsidiaries" Nakama Melbourne and Nakama Sydney;
"Board" or "Directors" the directors of the Company as at the date
of this announcement, whose names will be
set out in the Circular, or any duly authorised
committee thereof;
"Business Disposal" the proposed sale and purchase, subject
(inter alia) to the passing of Resolution
1 at the General Meeting, of the Nakama
UK Business pursuant to the terms of the
APA;
"certificated" or a share or security which is not in uncertificated
in "certificated form (that is, not in CREST);
form"
"Company" or "Nakama" Nakama Group plc, a public limited company
incorporated in England & Wales under registered
number 1700310;
" Completion " completion of the Disposal in accordance
with the terms of the SPA and the APA on
or about 4 January 2021;
"CREST" the computerised settlement system (as defined
in the CREST Regulations) operated by Euroclear
UK & Ireland Limited which facilitates the
transfer of title to shares in uncertificated
form;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (S.I. 2001 No. 3755) (as amended from
time to time);
"CREST Proxy Instruction" has the meaning which will be given to that
expression in the Notice of General Meeting;
"Disposal" together, the Business Disposal and the
Share Disposal;
"Disposal Agreements" together, the SPA and the APA;
"Existing Ordinary the 117,791,441 Ordinary Shares in issue
Shares" at the date of this announcement, all of
which are admitted to trading on AIM and
comprising the entire issued ordinary share
capital of the Company;
"Form of Proxy" or the form of proxy to be enclosed with the
"Proxy Form" Circular for use by Shareholders holding
Ordinary Shares in certificated form in
connection with the General Meeting;
"General Meeting" the general meeting of the Company convened
for 10.00 a.m. on 29 December 2020 (or any
adjournment thereof), notice of which will
be set out at the end of the Circular;
"Group" the Company together with its trading subsidiaries
(as defined in the Act) as at the date of
this announcement;
"Highams" the Company's subsidiary, Highams Recruitment
Limited, a private limited company incorporated
in England & Wales under registered number
04080096 and comprising one of the Trading
Businesses;
"IR35" the United Kingdom's anti-avoidance tax
legislation designed to tax 'disguised'
employment at a rate similar to employment;
"London Stock Exchange" London Stock Exchange plc;
"Nakama HK" the Company's subsidiary, Nakama Hong Kong
Limited, a private limited company incorporated
in Hong Kong under registered number 1560827
and comprising one of the Trading Businesses;
"Nakama Melbourne" the Company's non-trading subsidiary, Nakama
Melbourne Pty Ltd (in liquidation), a private
limited company incorporated in Australia
under registered number 142 930 194;
"Nakama Singapore" the Company's subsidiary, Nakama Singapore
Pte. Ltd., a private limited company incorporated
in Singapore under registered number 201209691K
and comprising one of the Trading Businesses;
"Nakama Sydney" the Company's non-trading subsidiary, Nakama
Sydney Pty Ltd (in liquidation), a private
limited company incorporated in Australia
under registered number 146 000 035;
"Nakama UK" the Company's subsidiary, Nakama Limited,
a private limited company incorporated in
England & Wales under registered number
07009965, and the owner and operator of
the Nakama UK Business;
"Nakama UK Business" the business and assets of Nakama UK;
"Notice of General the notice convening the General Meeting,
Meeting" or "Notice" which will be set out at the end of the
Circular;
"Ordinary Shares" the ordinary shares of 0.01 pence each in
the capital of the Company;
"R egister" the register of members of the Company;
" regulatory information a regulatory information service approved
service" by the Financial Conduct Authority and which
is on the list of regulatory information
service providers maintained by it;
"Resolutions" the ordinary resolution (being Resolution
1) and the special resolution each to be
proposed at the General Meeting and set
out in the Notice;
"Sanderson" collectively, Sanderson Group, Sanderson
Recruitment and Sanderson Solutions;
"Sanderson Recruitment Sanderson Recruitment plc, an unlisted public
" limited company incorporated in England
& Wales under registered number 02919156,
being a subsidiary of Sanderson Group;
"Sanderson Group" Sanderson Solutions Group plc, an unlisted
public limited company incorporated in England
& Wales under registered number 01617971;
" Sanderson Solutions Sanderson Solutions International Limited,
" a private limited company incorporated in
England & Wales under registered number
04480016, also being a subsidiary of Sanderson
Group;
" Share Disposal the proposed sale and purchase, subject
" (inter alia) to the passing of Resolution
1 at the General Meeting, of the Trading
Subsidiaries pursuant to the terms of the
SPA;
"Shareholders" holders of Ordinary Shares from time to
time and the term "Shareholder" shall be
construed accordingly;
"SPA" the conditional share purchase agreement
dated 9 December 2020 entered into between
Sanderson Group, Sanderson Solutions, the
Company and Nakama UK in respect of the
Share Disposal;
"Trading Businesses" the Group's four trading businesses, comprising
Highams, the Nakama UK Business, Nakama
HK and Nakama Singapore;
" Trading Subsidiaries" together, each of Highams, Nakama HK and
Nakama Singapore;
"uncertificated" Existing Ordinary Shares recorded on the
or Register as being held in uncertificated
"in uncertificated form in CREST, title to which, by virtue
form" of the CREST Regulations, may be transferred
by means of CREST;
"United Kingdom" the United Kingdom of Great Britain and
or "UK" Northern Ireland; and
"GBP" pounds sterling, the lawful currency of
the United Kingdom.
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