TIDMCMB
RNS Number : 9283C
Cambria Africa PLC
23 January 2015
Cambria Africa Plc
("Cambria" or the "Company")
Proposed Cancellation of trading on AIM
Cambria Africa Plc announces that it will today be sending a
circular to Shareholders together with a notice convening a General
Meeting of the Company ("General Meeting") to seek Shareholders'
approval to cancel the admission of the Company's ordinary shares
of 0.01 pence each ("Shares") to trading on AIM ("Cancellation" or
"Delisting").
Introduction
The directors have recently undertaken a review of the benefit
of the Shares continuing to be traded on AIM. Having completed this
review, which included consultation with the Company's advisers and
its major shareholders, your Directors have agreed that it is in
the best interest of the Company and its Shareholders as a whole if
the admission of the Shares to trading on AIM is cancelled.
Pursuant to Rule 41 of the AIM Rules, the Directors have notified
the London Stock Exchange of the date of the proposed
Cancellation.
To enable Shareholders to buy and sell Shares, the Board intends
to facilitate a dealing arrangement expected to be in place shortly
after the date of Cancellation to enable Shareholders to trade the
Ordinary Shares. Further information is provided below.
The AIM Rules provide that Cancellation be conditional upon the
approval of the resolution regarding Delisting (the "Resolution")
by not less than 75 per cent of the votes cast, whether in person
or by proxy, by shareholders in a general meeting.
The purpose of this announcement is to explain why the Directors
consider the proposal to be in the best interests of the Company
and its Shareholders as a whole and to recommend that you vote in
favour of the Resolution required to implement the proposal at the
General Meeting scheduled to take place at 9.00 a.m. on 18 February
2015, notice of which is enclosed at the end of the shareholder
circular.
Expected Timetable of Events
Publication date of the shareholder circular 23 January 2015
and notice provided to the London Stock
Exchange to cancel the Admission
Latest time and date for receipt of Form 9 a.m. 16 February
of Proxy 2015
General Meeting to be held 9 a.m. 18 February
2015
Expected last day for dealings in Ordinary 26 February 2015
Shares on AIM
Expected time and date that admission with effect from 7.00
of Ordinary Shares to trading on AIM a.m. on 27 February
will be cancelled 2015
Background and reasons for the proposed Cancellation
Cambria was set up in 2007 to allow investors to benefit from
the expected significant improvement of the Zimbabwean economy. The
anticipated improvement was short lived with Zimbabwe only
experiencing above average growth rates in the years 2009 and 2010.
With the deteriorating political environment, the country's growth
slowed significantly, adversely affecting the performance of the
Company's investments and consequently the financial performance of
the Company. Beginning 2010, the Company began an exercise to
streamline its investment portfolio, reducing the number of
investments, and growing their scale. Subsequently, from 2012
onwards, the Company pursued a regionalization strategy, shifting
the focus from being exclusively Zimbabwe to include neighbouring
countries such as Zambia and Malawi, with positive results being
reflected in the improved financial performance of the Company,
albeit at a slow pace.
Notwithstanding the initiatives to improve the Company
performance, and following careful consideration, the Directors
have concluded that it is no longer in the best interests of the
Company or its Shareholders for Cambria to maintain the Admission
or to remain a public limited company. In reaching this conclusion,
the Directors considered the following factors:
-- with the sale of the Leopard Rock Hotel at a price well below
expectations, the total assets of the Company were significantly
reduced and the significant professional fees associated with the
Admission (such as legal, accounting, London Stock Exchange and
nominated adviser costs) became wholly disproportionate;
-- the equally disproportionate amount of senior management time
spent in ensuring compliance with the AIM Rules and related
regulatory requirements, including reporting, disclosure and
corporate governance requirements;
-- the Admission no longer serves a useful function for the
Company in terms of providing access to capital or enabling the
Ordinary Shares to be used to effect acquisitions, although the
Directors acknowledge the benefit to Shareholders of having a
public market in the Ordinary Shares; and
-- the lack of liquidity in trading of the Ordinary Shares. It
should be noted that the trading volume in the Shares on AIM has
remained low at an average of approximately 3,500,000 Shares per
month (3.34 per cent of Shares in issue) over the last twelve
months.
As a result of the Cancellation, the Company would benefit from
substantial cost savings. The Directors estimate the explicit cost
savings which will be achieved following the Cancellation will
total approximately GBP250,000 per annum.
The Directors believe that as a result of the Cancellation,
Cambria would be better placed to focus on its orderly exit from
the Company's remaining portfolio investments, including pursuing
the claims against Lonrho currently in the English High Courts, and
subsequent return of cash to shareholders. In this context, the
Directors believe that greater shareholder value will ultimately be
derived by operating the Company's business off-market.
Strategy following the proposed Cancellation
There have been no changes in the portfolio in terms of
acquisitions or disposals since the Trading Update issued on 23
October 2014.
Following the Cancellation the Company will continue to work to
maximise the value of its existing assets and to seek an orderly
exit from the Company's existing portfolio of investments and
return cash to its shareholders.
The Directors also intend to keep Shareholders informed of the
Company's financial and operational performance through periodic
updates via the Company's website, www.cambriaafrica.com.
Effect of Cancellation
The principal effect of the proposed Cancellation is that there
would no longer be a formal market mechanism enabling Shareholders
to trade their Shares on AIM or any other recognised market or
trading exchange.
Shareholders should also be aware that the Company will no
longer be bound by the AIM Rules and that, as a consequence,
certain previously prescribed corporate governance procedures may
not be adhered to in the future and the Company will no longer be
required to announce material events or transactions. However,
following Cancellation, the Directors:
-- will hold an Annual General Meeting and, when required, other
General meetings, in accordance with the applicable statutory
requirements and the articles of association of the Company;
and
-- intend to maintain an "investors" section on the Company's
website at www.cambriaafrica.com providing information on any
significant events or developments in which Shareholders may be
interested.
It is possible that the Cancellation may have taxation
consequences for Shareholders. Shareholders who are in any doubt
about their tax position should consult their own professional
independent tax advisor or other professional adviser.
The Takeover Code
Although the Company is incorporated in the Isle of Man, the
place of central management and control of the Company is currently
located outside the UK, the Channel Islands or the Isle of Man
("Code Jurisdictions"). Accordingly, once the Company's shares are
no longer admitted to trading on AIM, the Company will not be
subject to the Takeover Code and Shareholders will not be afforded
protections afforded by the Takeover Code which are designed to
regulate the way in which takeovers are conducted in the UK.
In particular, the Takeover Panel will not have the authority to
monitor compliance with the provisions of the Takeover Code nor
impose sanctions in respect of any breach of such provisions.
In particular, certain protections under the Code will be no
longer available once the delisting is effective, including Rule 9
of the Takeover Code that states that when: (i) any person acquires
an 'interest in shares' (as defined in the Code) which (taken
together with shares in which he is already interested or in which
persons 'acting in concert' with him are interested (as defined in
the Code)) carry 30 per cent. or more of the voting rights of a
company that is subject to the Code; or (ii) any person who,
together with persons acting in concert with him is interested in
shares which in aggregate carry not less than 30 per cent. of the
voting rights of a company, but does not hold shares carrying more
than 50 per cent. of the voting rights of the company subject to
the Code, and such person, or any persons 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 in either case, that person together with persons
acting in concert with him, is normally required to make a general
offer in cash, at the highest price paid by him, or any persons
acting in concert with him, for any interest in shares in the
Company during the 12 months prior to the announcement of the
Offer, for all the remaining equity share capital of the
Company.
If circumstances change, the Company will consult with the
Takeover Panel to ascertain whether this will affect the central
place of management of the Company. If the Takeover Panel
determines that, as a result of such changes, the place of central
management and control of the Company is located in a Code
Jurisdiction, then the Takeover Code will become applicable to the
Company and shareholders will be informed at that time.
Trading in the Ordinary Shares after Cancellation
Immediately following the Cancellation, there will be no market
facility for dealing in the Ordinary Shares and no price will be
publically quoted. As a result the Board recognises that the
Cancellation will make it more difficult for the Shareholders to
buy and sell Ordinary Shares should they want to do so. In view of
this and in order to assist Shareholders, the Board intends to
facilitate a dealing arrangement expected to be in place shortly
after the date of Cancellation to enable Shareholders to trade the
Ordinary Shares. Once the facility has been arranged, details will
be sent to all Shareholders and also made available to Shareholders
via the Company's website www.cambriaafrica.com.
General Meeting
A notice of General Meeting will be sent to shareholders today
convening the meeting to be held at 1 Berkeley Street, Mayfair,
London; on 18 February 2015, commencing at 9.00 a.m. at which the
Resolution will be put to Shareholders. Subject to the passing of
the Resolution, the Delisting of the Shares from trading on AIM
will take effect from 27 February 2015 and the final day upon which
they will be able to be traded on AIM will be 26 February 2015.
A copy of the delisting circular and the GM notice will be
available on the Company's website at www.cambriaafrica.com.
Action to be taken
A Form of Proxy for use in connection with the General Meeting
is enclosed with the shareholder circular sent today. Whether or
not you intend to be present at the GM in person, it is important
that you duly complete, execute and return the Form of Proxy, by
hand or by post, to the Company's agent, Capita Registrars (Isle of
Man) Limited, Clinch's House, Lord Street, Douglas, Isle of Man,
IM99 1RZ, in accordance with the instructions printed thereon.
To be valid, a completed Form of Proxy must be executed in
accordance with the instructions printed thereon and returned as
soon as possible and, in any event, so as to be received by the
Company's agent not later than 9.00 a.m. on 16 February 2015.
Completion and return of a Form of Proxy will not prevent you from
attending and voting at the GM in person should you wish to do
so.
Recommendation
For the reasons set out above in the section entitled
"Background and reasons for the proposed Cancellation", the
Directors believe that the Proposals are fair and reasonable and
are in the best interests of the Company and its Shareholders as a
whole. Accordingly, the Board unanimously recommends Shareholders
to vote in favour of the Resolution to be proposed as they intend
to do in respect of their own beneficial holdings.
Contacts
Cambria Africa Plc www.cambriaafrica.com
Ian Perkins +44 (0) 796 4908 951
Edzo Wisman +44 (0) 796 4908 950
WH Ireland Limited www.wh-ireland.co.uk
James Joyce / Mark Leonard +44 (0) 207 220 1666
Peterhouse Corporate Finance Limited www.pcorpfin.com
Charles Goodfellow / Duncan Vasey +44 (0) 207 220 9791
FTI Consulting www.fticonsulting.com
Edward Westropp / Adam Cubbage +44 (0) 203 727 1521
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCZMGZMVZLGKZM
Cambria Africa (LSE:CMB)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Cambria Africa (LSE:CMB)
Historical Stock Chart
Von Jul 2023 bis Jul 2024