TIDMABA
RNS Number : 0378K
Abaco Capital PLC
06 April 2018
6 April 2018
Abaco Capital plc
("Abaco" or the "Company")
Proposed appointment of liquidators & members' voluntary
liquidation,
Proposed Cancellation of Admission of Shares to trading on
AIM,
Publication of Circular and Notice of AGM
Abaco Capital plc (AIM: ABA), today announces its intention to
seek Shareholders' approval for the cancellation of admission of
its Shares to trading on AIM (the "Delisting") and to place the
Company into a Members Voluntary Liquidation. A circular to
Shareholders will be published today setting out the background to
and reasons for the Cancellation, 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 proposals (the "Circular").
The proposed Delisting is further to the announcement on 27
February 2018 whereby it was announced that following consultation
with certain major Shareholders representing, in aggregate, over 70
per cent. of the total voting rights of the Company consensus as to
a preferred acquisition target for the Company was unlikely to be
reached and therefore the Board now believes that a return of
capital to Shareholders is the best way to maximise value for
Shareholders.
The Resolutions will be proposed at the Company's annual general
meeting (the "AGM") to be held on 8 May 2018 at 11.30 a.m. at the
offices of DWF LLP at 20 Fenchurch Street, London EC3M 3AG. The
Circular and the Notice of AGM (together with the Annual Report and
Accounts) will be posted to shareholders today and both documents
will be available to download at the Company's website at
www.abacoplc.com. At the AGM the Company will be seeking
Shareholder approval for, inter alia, the Delisting and to place
the Company into a Members Voluntary Liquidation.
The full text of the Chairman's Letter set out within the
Circular and the Expected Timetable of Principal Events are
reproduced in full below.
Definitions in this announcement are the same as those included
in the Circular.
Contacts:
Abaco Capital plc
Chris Hill, Chief Financial
Officer +44 20 7554 5875
N+1 Singer
Aubrey Powell +44 20 7496 3000
Jen Boorer
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014
("MAR").
Proposed Delisting and Members' Voluntary Liquidation
Notice of AGM
1. Introduction and background relating to the Proposals
During the year to 31 December 2017, the Company demerged its
wholly owned subsidiary, OPL, which held substantially all of the
historic group's commercial assets, drug development assets and
intellectual property to Shareholders in the same proportionate
interest as their holdings in the Company, via a distribution in
specie, thus allowing Shareholders to participate in any potential
upside in the future performance of OPL.
Following the Demerger, the Company was classified as a Rule 15
Cash Shell requiring the Company to make an acquisition or
acquisitions which constitute a reverse takeover under Rule 14 of
the AIM Rules on or before the date falling six months from
completion of the Demerger. At the time of the Demerger, it was
announced that, should the Directors be unable to identify a
compelling target and complete a reverse takeover within the
required timeframe, or it if it would require less than the
currently available cash of the Company to do so to fund the Group,
the Board retained the option to return capital to
Shareholders.
Since the date of the Demerger, the Board evaluated several
potential reverse takeover opportunities. The Board also consulted
with certain major Shareholders representing, in aggregate, over 70
per cent. of the total voting rights of the Company, to better
understand their objectives for a potential transaction. The result
of this process was that consensus as to a preferred target for the
Company was unlikely to be reached, meaning that completion of an
investment qualifying as an AIM Rule 14 reverse takeover was not
deemed to be practical.
As a result of the above, the Board now believes that a return
of capital to Shareholders is the best way to maximise value for
Shareholders. The Board has assessed the most efficient mechanism
through which to return capital and it has been decided that a
distribution of all of the Company's liquid assets can best be
achieved through a members' voluntary liquidation. The Board will
therefore be seeking Shareholder approval to cancel the admission
of the Shares to trading on AIM.
The purpose of this document is to provide you with details of
the proposed Members' Voluntary Liquidation and the Delisting and
set out the Directors' reasons for considering that the Proposals
are in the best interests of the Shareholders as a whole. This
document details the Resolutions to be put to the Shareholders at
the Annual General Meeting to be held on 8 May 2018 in relation to
the Proposals. The formal Notice of the Annual General Meeting is
set out at the end of this document.
2. Members' Voluntary Liquidation
A meeting of the Board took place prior to the publication of
this document, at which it was resolved:
(a) to seek approval from the Shareholders at the Annual General
Meeting to:
(i) place the Company into members' voluntary liquidation; and
(ii) appoint Keith Marshall and James Miller of RSM as joint
liquidators to the Company ("Joint Liquidators") to deal with the
winding-up of the Company; and
(b) that each of the Directors would swear a declaration of
solvency in relation to the Members' Voluntary Liquidation.
Following the meeting of the Board as referred to above, a
declaration of solvency was sworn by each of the Directors
("Declaration of Solvency"). The Declaration of Solvency summarised
the Company's assets and liabilities and confirmed that the Company
is able to pay its creditors in full within a maximum period of 12
months from the date of the commencement of the Members' Voluntary
Liquidation (after accounting for statutory interest and allowing
for the costs and expenses of the Members' Voluntary Liquidation).
In addition, the Declaration of Solvency detailed the estimated
surplus amount available to Shareholders, being approximately GBP19
million.
Resolutions 6 and Resolutions 8 to 13 in the Notice of Annual
General Meeting are proposed in relation to the Members' Voluntary
Liquidation to seek Shareholder approval as follows:
(a) Special Resolution 6 - to approve the voluntary winding up
of the Company and the appointment of Joint Liquidators;
(b) Special Resolution 8 - to authorise the Joint Liquidators to
distribute the whole or any part of the assets of the Company in
specie or in kind and authorise the Joint Liquidators to determine
the division and distribution of such assets amongst the
Shareholders (in accordance with the Company's articles of
association);
(c) Special Resolution 9 - to authorise the Joint Liquidators to
pay or make an advance distribution to Shareholders, if they
consider it to appropriate or prudent to do so;
(d) Ordinary Resolution 10 - to approve the appointment of the
Joint Liquidators, to act on a joint and several basis;
(e) Ordinary Resolution 11 - to authorise the Joint Liquidators
to draw their remuneration in accordance with RSM's rates;
(f) Ordinary Resolution 12 - to authorise the Joint Liquidators
to draw disbursements, out of the assets of the Company, as an
expense of the Members' Voluntary Liquidation; and
(g) Ordinary Resolution 13 - to authorise the books and records
of the Company to remain with the directors to the order of the
Joint Liquidators.
Resolutions 9 to 13 are conditional on Resolution 6 being passed
and taking effect. Resolutions 6, 8 and 9 will be passed upon the
approval of not less than 75 per cent. of the votes cast by
Shareholders and Resolutions 10 to 13 will be passed upon the
approval a simple majority of the votes cast by Shareholders,
(whether present in person or by Form of Proxy) at the Annual
General Meeting.
Upon Resolution 6 being passed, the Joint Liquidators will
become formally responsible for dealing with the Company's affairs.
The appointment of the Joint Liquidators and the Members' Voluntary
Liquidation will be advertised in The London Gazette and the
Declaration of Solvency will be filed at Companies House.
Following the passing of Resolution 6 (relating to the voluntary
winding up of the Company), Shareholders will be unable to transfer
any of the Shares without the Joint Liquidators' sanction.
It will be the responsibility of the Joint Liquidators to
realise the assets, to agree and pay creditor claims and to
distribute the remaining funds to the Shareholders in accordance
with the Company's articles of association (or as otherwise
determined). Following consultation by the Company with RSM,
subject to receipt by the Joint Liquidators of deeds of indemnity
from Major Shareholders (which will cover the Joint Liquidators for
any unforeseen claims that may arise at a future date that would
otherwise have been paid from the assets of the Company), it is
expected that an initial distribution of approximately GBP18
million will be made to Shareholders by 30 June 2018. The deeds of
indemnity are required by the Joint Liquidators as the initial
distribution will be made prior to receiving tax clearance from HM
Revenue & Customs that the Company's tax position has been
finalised.
Upon the completion of the winding-up process and the payment of
expenses incurred in the winding-up process, the Company will then
distribute any remaining assets to Shareholders.
In addition, the Company has a dormant subsidiary, ONL, that has
not traded for some time. The Directors will commence the voluntary
strike off procedure for ONL prior to the date of the AGM and the
appointment of the Joint Liquidators.
3. Delisting
Due to the Board's proposal to return capital to Shareholders
through the Members' Voluntary Liquidation, the Board believes that
subject to shareholder approval for the Members' Voluntary
Liquidation it will no longer be in the best interests of the
Company or its Shareholders to maintain the Company's admission to
trading on AIM. The Board is therefore seeking the Delisting which
is conditional on the approval of not less than 75 per cent. of
votes cast by Shareholders (in person or by proxy) at the Annual
General Meeting. Resolution 7 contained in the Notice of the Annual
General Meeting seeks Shareholder approval for the Delisting.
Under the AIM Rules, cancellation of a company's listing of
shares to trading on AIM requires the expiration of a period of not
less than 20 clear business days from the date on which notice of
the intended cancellation is given to the London Stock Exchange.
Delisting will occur no earlier than five clear Business Days after
the Annual General Meeting and it is expected that trading in the
Shares on AIM will be suspended with effect from 7.30 a.m. on 8 May
2018 with the Delisting expected to take effect at 7.00 a.m. on 9
May 2018.
The principal effects of the Delisting would be that:
(a) there would no longer be a formal market mechanism enabling
Shareholders to trade their shares on AIM or any other market or
trading exchange;
(b) the Company would not be bound to announce material events,
such as interim or final results, material transactions or
administrative changes; and
(c) the Company would no longer be required to comply with the
AIM Rules or be required to have a nominated adviser, and
Shareholders would no longer be required to vote on certain matters
prescribed by the AIM Rules.
Following the Delisting, although the Shares will remain
transferable, the Shares will no longer be quoted or tradable on
AIM. Consequently, it is likely to be more difficult for a
Shareholder to purchase or sell any Shares following the
Delisting.
It is the Company's intention to cancel the CREST facility
following the passing of the Delisting Resolution and arrangements
will be made to send share certificates to those Shareholders (at
their risk) currently using CREST.
Following the Delisting, N+1 Singer will cease to be the
nominated adviser and broker to the Company.
Shareholders should note however that the Company will remain
subject to the provisions of the City Code for a period of 10 years
from the Delisting.
4. Annual General Meeting Resolutions
Details of the resolutions which are to be proposed at the AGM
and relate to customary matters outside of the Proposals are set
out below.
Ordinary Resolution 1: Annual Report and Accounts
In accordance with the requirements of section 437 of the Act,
the Company will lay before the AGM the annual report and accounts
of the Company in respect of the year ended 31 December 2017.
Shareholders will have the opportunity to put questions on the
annual report and accounts of the Company to the Directors of the
Company before the resolution is proposed to the AGM.
Ordinary Resolution 2: Re-election of David Norwood as a
director
David Norwood retires by rotation in accordance with the
Company's articles of association and, being eligible, offers
himself for re-election.
Ordinary Resolution 3: Re-appointment of auditors
Shareholders will be asked to confirm the re-appointment of
Grant Thornton UK LLP as the Company's auditors to hold office
until the conclusion of next year's annual general meeting and to
grant authority to the Directors to determine the auditors'
remuneration.
Ordinary Resolution 4: Grant of authority to the Directors to
allot Shares
It is proposed to authorise the Directors to allot Shares up to
a maximum nominal value of GBP4,018.87 (representing 401,887,000
Shares) which is approximately equal to one-third of the Company's
issued share capital as at 5 April 2018 (being the last practicable
date prior to the publication of this document). In addition, the
proposed resolution also authorises the Directors to allot Shares
up to a maximum nominal value of GBP4,018.87 in connection with a
rights issue in favour of Shareholders.
This authority replaces the similar authority passed at the
annual general meeting of the Company in 2017 and, if passed, will
expire at the conclusion of next year's annual general meeting.
Special Resolution 5: Disapplication of statutory pre-emption
rights on allotment of Shares
If the Directors wish to allot unissued shares or other equity
securities for cash or sell any shares which the Company may hold
in treasury following a purchase of its own shares, the Act
requires that such shares or other equity securities are offered
first to existing shareholders in proportion to their existing
holdings. Therefore, the Directors have proposed resolution 5 in
the Notice of Annual General Meeting to do this.
The authority is sought to grant the Directors authority to
allot equity securities or sell treasury shares for cash up to a
maximum aggregate nominal value of GBP904.25 (representing
90,425,000 Shares and which would constitute approximately 7.5 per
cent. of the issued share capital of the Company as at 5 April 2018
(being the last practicable date prior to the publication of this
document)) without first offering the securities to existing
shareholders. The total number of Shares in issue as at 5 April
2018 was 1,205,661,619. The proposed resolution also disapplies the
statutory pre-emption provisions in connection with a rights issue
and allows the Directors, in the case of a rights issue, to make
arrangements in relation to fractional entitlements or other legal
or practical problems which might arise.
5. Overseas Shareholders
The implications of the Proposals for Overseas Shareholders may
be affected by the laws of the jurisdiction in which they are
resident or otherwise located. Overseas Shareholders should inform
themselves about and observe all applicable legal requirements. It
is the responsibility of any person into whose possession this
document comes to satisfy themselves as to the full observance of
the laws of the relevant jurisdiction in connection with the
Proposals, including compliance with necessary formalities which
are required to be observed and the payment of any taxes or levies
due in such jurisdiction.
6. Action to be taken
A reply-paid Form of Proxy for use in connection with the Annual
General Meeting is enclosed with this document. Whether or not you
intend to be present at the Annual General Meeting, you are
requested to complete, sign and return the Form of Proxy in
accordance with the instructions printed thereon to the Company or
the Company's Registrars as soon as possible and, in any event, not
later than 11.30 a.m. on 6 May 2018, being 48 hours before the time
of the Annual General Meeting. The completion and return of the
Form of Proxy will not preclude you from attending the Annual
General Meeting and voting in person should you subsequently wish
to do so.
The Proposals can only be implemented if the Resolutions are
approved by the requisite majority at the Annual General Meeting
and the Delisting is confirmed by London Stock Exchange. It is
therefore important that you either vote in person or by proxy at
the Annual General Meeting.
Shareholders are reminded that, if their Shares are held in the
name of a nominee, only that nominee or its duly appointed proxy
can be counted in the quorum at the Annual General Meeting.
7. Recommendation
The Board considers that the Proposals and the passing of the
Resolutions to be proposed at the Annual General Meeting is in the
best interests of the Company and its Shareholders as a whole.
Accordingly, the Board of Directors unanimously recommend that you
vote in favour of the Resolutions set out in the Notice of Annual
General Meeting as the Board of Directors intend to do in respect
of their own (and connected persons') beneficial shareholdings
totalling 105,938,633 Shares, representing approximately 8.79 per
cent. of the Company's issued voting share capital as at the date
of this document.
Whether or not you are able to attend the Annual General Meeting
in person, please read the Notice of Annual General Meeting set out
at the end of this document and the enclosed Form of Proxy,
including the notes thereto, carefully to ensure you are able to
record your votes in respect of the Resolutions to be proposed at
the Annual General Meeting.
Yours faithfully
David Norwood
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Date of the Circular 6 April 2018
--------------------------------------- --------------
Expected last day for dealings 4 May 2018
in Shares on AIM
--------------------------------------- --------------
Latest time and date for receipt 11.30 a.m. on
of 6 May 2018
Forms of Proxy for the Annual
General Meeting
--------------------------------------- --------------
Suspension of Shares to trading 7.30 a.m. on
on AIM 8 May 2018
--------------------------------------- --------------
Annual General Meeting 11.30 a.m. on
8 May 2018
--------------------------------------- --------------
Expected date of appointment 8 May 2018
of Joint Liquidators
--------------------------------------- --------------
Expected time and date of cancellation 7.00 a.m. on
of admission 9 May 2018
of the Shares to trading on AIM
--------------------------------------- --------------
Notes:
(1) Each of the times and dates set out in the above timetable
and mentioned in this document is subject to change by the Company,
in which event details of the new times and dates will be notified
by an appropriate announcement to a Regulatory Information
Service.
(2) References to times in this document are to London times unless otherwise stated.
(3) All events in the above timetable are conditional upon the
passing of the Delisting Resolution and the resolutions relating to
the Members' Voluntary Liquidation.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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