TIDMASH
RNS Number : 6429U
Ashley House PLC
30 July 2020
Ashley House plc
Proposed Company Voluntary Arrangement and potential Reverse
Takeover
Ashley House plc ("Ashley House" or the "Company") announces
that it has filed a Company Voluntary Arrangement ("CVA") proposal
and is in discussions for the Company to potentially combine with
Piper Homes plc ("Piper"), an unlisted Midland based housing
developer, by way of a Reverse Takeover or similar transaction.
Background
On 6 March 2020, the Company announced that, due to the material
uncertainty of the Company's current financial condition, trading
in the Company's shares on both AIM and NEX was suspended from that
date. Trading in the Company's shares on NEX was withdrawn on 26
March 2020.
Since that date, the Company has explored many options to raise
further funding and corporate opportunities to meet its ongoing
working capital commitments and to support its affordable housing
strategy. This included the administration of the Company's 76%
subsidiary, F1 Modular Limited, as announced on 30 March 2020 and
the sale of its interests in Partnering Health Limited and
Infracare LIFT Holdings Limited as announced on 7 May 2020.
Despite its best efforts, the Company has been unable to raise
further funds with the COVID-19 pandemic seriously restricting the
Company's ability to do so.
For the last two months, the Company has been discussing a
potential transaction with Piper. The discussions have been wide
ranging but have included, amongst other structures, whether Piper
could potentially obtain a listing through a Reverse Takeover of
the Company pursuant to AIM Rule 14 or another similar transaction
(the "Proposed Transaction").
Company Voluntary Arrangement
In order to allow the Company to pursue a future corporate
strategy and avoid administration or liquidation and to achieve the
best result possible from the current position for creditors,
shareholders and other stakeholders, the Board believes that it is
in the best interests of the Company to enter into the following
arrangements:
-- Documentation has been filed in the High Court and will today
be dispatched to the creditors of the Company, together with a
notice convening a Creditors' Meeting, the purpose of which is to
consider the Directors' proposal for a CVA, subject to shareholder
approval;
-- The Company has engaged Begbies Traynor (Central) LLP to act
as Nominee and Supervisor for the CVA;
-- Piper Homes plc has paid GBP50,000 to Ashley House to fund
the initial costs of pursuing the proposals, with a further
GBP50,000 payable once the CVA has been approved and the 28 day
challenge period has passed; and
-- The Company is issuing today a Circular to shareholders
("Circular") setting out the background to the CVA and seeking
shareholders' approval for it. Notice convening a General Meeting
to be held on 18 August 2020, to consider and, if thought fit,
approve a Resolution giving this approval, is set out at the end of
the Circular.
The CVA will not result in any distribution being made to
existing members in their capacity as shareholders.
Based upon discussions to date, shareholders should be aware
that, in any Proposed Transaction, the value attributable to the
equity in Ashley House is likely to be minimal, albeit it is
anticipated that shareholders would have some further opportunity
to participate in the enlarged group through a subscription warrant
structure. Further details will be provided in due course.
Any Proposed Transaction with Piper is conditional upon:
(i) the approval of the CVA both by shareholders and by the
Company's creditors; and
(ii) the passing in due course at a General Meeting of
resolutions to approve the Proposed Transaction, the grant of
authority to allot new shares in connection with such transaction
and waiver by the Takeover Panel of the mandatory offer requirement
which would otherwise arise from such allotment.
If either of the above conditions are not satisfied, then the
Proposed Transaction will not proceed and, since the Company would
have insufficient working capital to continue to trade, the
Directors would likely have no alternative but to place the Company
immediately into administration or liquidation. There can be no
certainty that the Proposed Transaction will proceed or as to the
terms of any Proposed Transaction.
Report and Accounts Update
The Company's reporting deadline for the publication of its
annual audited accounts for the period ended 31 October 2019 has
been extended to 31 July 2020 as a result of the COVID-19 pandemic.
The Company will not now be in a position to publish its accounts
by this date. The results for the eighteen month period to 31
October 2019 will show a significant loss.
As stated above, the shares of the Company were suspended from
trading on AIM on 6 March 2020 as a result of material financial
uncertainty. In order to complete the Proposed Transaction, the
Company would need to seek from the London Stock Exchange
permission to extend beyond 6 September 2020 the period during
which its shares remain suspended and should it do so, such
permission may or may not be forthcoming. However, the Company and
Piper in any case continue to explore alternative means to deliver
a similar commercial outcome and will update shareholders in due
course.
The Company again thanks its lenders, creditors, shareholders
and all stakeholders for their continued patience and support in
this difficult time.
The information contained within this announcement is deemed by
the Company to constitute inside information under the Market Abuse
Regulation (EU) No. 596/2014. Upon the publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain.
Not for release, publication or distribution, in whole or in
part, directly or indirectly in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
Enquiries:
Ashley House plc 01628 600 340
Antony Walters
Jonathan Holmes
James Hathaway
WH Ireland 0207 220 1666
(Nominated Adviser and Broker)
Adrian Hadden
James Sinclair-Ford
Darshan Patel
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
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