Capital Reorganisation
04 Mai 2007 - 4:54PM
UK Regulatory
RNS Number:1476W
Carlisle Group Limited
04 May 2007
Carlisle Group Limited
Capital Reorganisation
Belize City, Belize, May 4, 2007. Carlisle Group Limited (London: CXG) (the
"Company") today announces a reorganisation of its share capital which will
reduce the significant number of small shareholders that exist in the Company
and provide the opportunity for those shareholders to dispose of their shares
without incurring disproportionately high dealing costs.
The Company has approximately 3,300 shareholders, over 70% of whom hold fewer
than 100 shares. By consolidating and subsequently subdividing its share
capital, the Company believes that certain of the costs inherent in maintaining
a register of this size will be reduced and an exit will be provided to small
shareholders whose holding will be acquired by the Company. The Board therefore
considers that it is in the interests of the Company and its shareholders to
reorganise the Company's share capital in such a way as to provide a cash
payment per Ordinary Share, free of dealing charges, for their entire
shareholding to all holders of fewer than 100 Ordinary Shares.
Reasons for the proposal
The Board is aware that it can be difficult for shareholders to sell very small
shareholdings and that dealing charges might make selling small shareholdings
uneconomic. Maintaining a large register of very small shareholdings is also
very expensive for the Company and considered by the Board not to be in the best
interests of shareholders as a whole.
The Board has, therefore, sought to make arrangements to give the holders of
very small shareholdings cash in consideration for their Ordinary Shares without
those shareholders incurring dealing charges.
Structure of the proposals
The effect of the proposed capital reorganisation is that shareholders holding
fewer than 100 Ordinary Shares on June 1, 2007 (the "the Consolidation Record
Date") will receive a cash payment equivalent to the current market value of
their shares as represented by the closing middle market price on AIM (derived
from the Official List of the UK Listing Authority) on this date for each
Ordinary Share which they hold.
Holders of more than 100 Ordinary Shares on the Consolidation Record Date will
likewise receive a cash payment equivalent to the closing middle market price on
AIM on this date for the number of their Ordinary Shares as become a fraction of
a Consolidated Ordinary Share when their holding is divided by 100. These
shareholders will retain the balance of their shareholding. For example, a
holder of 1,050 Ordinary Shares would receive: (i) following the Consolidation
(which will occur immediately after close of trading on AIM on the Consolidation
Record Date), 10 Consolidated Ordinary Shares in respect of 1,000 Ordinary
Shares together with a cash payment in respect of 50 Ordinary Shares; and (ii)
following the Subdivision (which will occur prior to commencement of trading on
AIM on the Subdivision Record Date), would retain 1,000 New Ordinary Shares.
Cash payments of less than #5 will not be distributed to holders of Ordinary
Shares but will instead be aggregated and held for the benefit of the Company.
The Directors anticipate that the Capital Reorganisation will reduce the number
of shareholders from the present level of approximately 3,300 to approximately
900. This will reduce the Company's costs on an ongoing basis. The Directors do
not anticipate any suspension on AIM of the trading of the Company's Ordinary
Shares or any delay in the commencement of the trading of New Ordinary Shares as
a result of the Capital Reorganisation.
A circular explaining the proposals is expected to be dispatched shortly to the
Company's shareholders.
For further information, please contact:
Belize UK
+501 223 5989 01707 824000
0207 248 6700
This information is provided by RNS
The company news service from the London Stock Exchange
END
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