TIDMJKX
RNS Number : 2513R
JKX Oil & Gas PLC
03 November 2021
3 November 2021
JKX Oil & Gas plc
("JKX", the "Company" or the "Group")
Proposed Cancellation of Admission of Ordinary Shares to the
Official List
Tender Offer to purchase up to 40,096,476 Ordinary Shares at
42.0 pence per Ordinary Share
and
Notice of Extraordinary General Meeting
The Company announces that a circular (the "Circular") will be
sent to Shareholders detailing the following proposals:
-- the proposed cancellation of the admission of its Ordinary
Shares to the premium segment of the Official List and
to trading on the Main Market of the London Stock Exchange
(the "Delisting");
-- the approval of a Repurchase Agreement as part of a tender
offer for up to 40,096,476 Ordinary Shares at 42.0 pence
per share (the "Tender Offer");
-- the cancellation of the Company's share premium account
(the "Reduction of Capital"); and
-- the proposed re-registration of the Company as a private
limited company (the "Re-Registration") and the adoption
of New Articles of Association (together with the Delisting,
the Tender Offer, the Reduction of Capital and the Re-Registration,
the "Proposals").
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Circular.
The Circular sets out the terms of the Tender Offer and
incorporates a notice of Extraordinary General Meeting. A Form of
Proxy and Tender Form for use by Shareholders who hold their
Ordinary Shares in certificated form in connection with the
Extraordinary General Meeting and Tender Offer, respectively, are
also being despatched with the Circular. Copies of the proposed New
Articles of Association are also being despatched with the
Circular.
The Resolutions approving the Delisting, the Reduction of
Capital and the Repurchase Agreement are inter-conditional. If
these Resolutions are not passed for any reason, the Delisting and
the Tender Offer Price will not proceed.
Reasons for the Delisting
The Directors have considered the strategy for the Company to
ensure that it is in the best position to be able to raise funds
and enter into strategic transactions to develop the business
whilst also ensuring the Company continues to meet its financial
commitments and yields a return for Shareholders.
The Directors have conducted a review of the various benefits
and drawbacks to the Company and its Shareholders in relation to
maintaining the listing of the Ordinary Shares on the Official
List. The Directors unanimously believe that the Delisting is in
the best interest of the Company and its Shareholders, and have
considered the following key factors (amongst others) in reaching a
decision:
(a) for several years the Company has not been able to utilise
its listing to raise finance or to use its shares as consideration
in order to fund investment in the Company's existing portfolio or
expand its portfolio owing to negative investor sentiment, and the
Directors believe that as a private unlisted entity the Company
would have greater flexibility to look at alternative sources of
capital and structures which may not be suitable or available to
the Company as a listed entity; and
(b) the regulatory burden, management time and considerable
costs associated with maintaining admission of the Ordinary Shares
on the Official List (including professional, legal, accounting,
broker and sponsor costs and fees of the London Stock Exchange) are
now disproportionate to the value provided by the listing of the
Ordinary Shares on the Official List. Following Delisting, the
direct costs of maintaining the listing will be saved and the costs
associated with future transactions and capital raising should be
substantially lower. Furthermore, substantive management time spent
on maintaining a listing will be eliminated. These financial and
management resources can be more effectively utilised in the
development and management of the business in a private company
context.
In addition, the number of the Company's shares held in public
hands, known as the "free float", is below the level required by
ongoing requirements set out in Chapter 9 of the FCA's Listing
Rules. As at the Latest Practicable Date, only approximately 21.9
per cent. of the Ordinary Shares were held in "public hands"
(calculated in accordance with LR 6.14.1). The Listing Rules
require 25 per cent. of the Company's shares to be in public hands,
which for the purposes of the relevant test excludes any shares
held by those with 5 per cent. or more, or held by the Company's
Directors. There has been an ongoing dialogue with the FCA with
respect to the Company's failure to meet the continuing obligations
requirements under the Listing Rules with respect to the number of
shares in public hands (which includes shareholdings of less than
5%, excluding directors and certain connected parties). The FCA has
indicated that it would not grant the Company a permanent
derogation from this requirement and that it expects the Company to
develop and implement a plan to increase the number of shares in
public hands. The Company has sought to implement a plan and has
successfully increased the number of shares in public hands by,
inter alia, releasing shares previously held in an employee benefit
trust, although not to the required level of 25 per cent. However,
in order to increase the number of shares in public hands further
either Shareholders with more than 5 per cent. holdings need to
dispose of shares to "public hands" or the Company needs to issue
new shares into "public hands". If the Proposals do not proceed,
the Board will need to continue discussions with both the FCA and
the larger Shareholders to find a resolution (unless the rules
change in line with the FCA proposals described above).
The Board has considered whether a transfer of the Company's
listing to another market in London would be of benefit to
Shareholders. However, having studied the alternatives, the Board
is of the view that the benefits described above of becoming an
unlisted private company at this stage in the Company's development
outweigh the potential benefits of seeking admission to an
alternative market in London. However, in order to provide
Shareholders with a platform through which Ordinary Shares can be
traded after Delisting, the Company will seek to arrange to provide
a matched bargain trading facility (details of which will be
provided via the Company's website once the Delisting has
completed).
When discussing the option of Delisting, the Board has
considered the advantages and disadvantages of maintaining the
listing of the Ordinary Shares on the Official List. In the
circumstances, the Board believes that it is in the best interests
of the Company and the Shareholders as a whole if the Delisting
occurs as soon as reasonably possible and in accordance with the
timetable set out in the Listing Rules and the London Stock
Exchange's Admission and Disclosure Standards. The Board has also
consulted with certain of the Company's largest Shareholders.
Given the Company's current financial position and prospects the
Board is of the opinion that the Delisting would give the Company
more flexibility and agility when conducting transactions,
especially transactions of a Class 1 and/or related party nature.
Other than the proposed disposal of the Company's non-core Russian
assets (as disclosed in the Company's RNS on 4 October 2021, the
"Russian Disposal"), the Board has no present intention to
undertake a transaction that would have been a Class 1 and/or
related party subject to Chapter 10 and/or Chapter 11 of the
Listing Rules.
The Board is of the considered view that there is a mismatch
between the burden that the Company must carry to preserve its
status as a public listed company and advantages that a public
listed company enjoys from being listed.
In addition, the Board is also of the view that the Delisting
would result in certain costs savings, plus administrative and
transactional efficiencies. The Board expects that the savings
resulting from reduced administrative expenditure following the
Delisting will amount to approximately US$ 600,000 per annum.
Resolutions and Delisting
The Circular sets outs the Resolutions to:
(a) cancel the admission of the Ordinary Shares from the
Official List and to trading on the London Stock Exchange's Main
Market for listed securities (the Delisting). It is anticipated
that the effective date of the Delisting, subject to the passing of
the Resolutions approving the Delisting, the Reduction of Capital
and the Repurchase Agreement at the Extraordinary General Meeting,
will be 23 November 2021;
(b) cancel the amount of US$ 97,476,000 standing to the credit
of the Company's share premium account (the "Reduction of Capital")
to create a distributable reserve to enable the Company to proceed
with the proposed Tender Offer;
(c) approve the terms of a repurchase agreement (the Repurchase
Agreement) under which SP Angel Corporate Finance LLP, as principal
would be entitled to require the Company to buy back the Ordinary
Shares acquired by SP Angel from Qualifying Shareholders who have
tendered their Ordinary Shares under the Tender Offer at a Tender
Price of 42.0 pence per Ordinary Share. This relates to up to
40,096,476 Ordinary Shares which represents approximately 23.3 per
cent. of the total issued share capital of the Company; and
(d) re-register as a private limited company (the
Re-Registration) and adopt the New Articles of Association
following the Delisting,
(together, the "Resolutions").
The Repurchase Agreement Resolution is conditional upon the
approval of a majority of the votes cast by Shareholders at the
Extraordinary General Meeting, and the other Resolutions are
conditional upon the approval of not less than 75 per cent. of the
votes cast by Shareholders at the Extraordinary General Meeting.
The Resolutions approving the Delisting, the Reduction of Capital
and the Repurchase Agreement are interconditional. The Resolutions
approving the Re-Registration and the adoption of the New Articles
of Association (the Re-Registration Resolutions) are
interconditional, as well as conditional on the passing of the
other Resolutions. The Tender Offer is also subject to the
satisfaction of a number of conditions as set out in Parts 3 and 4
of the Circular.
The Listing Rules require that, if a company wishes to cancel
its listing on the Official List, it must seek the approval of a
majority of not less than 75 per cent. of votes attaching to shares
voted on the resolution, voting in person or by proxy. Should the
Delisting Resolution pass this test, subject to the passing of the
Resolutions approving the Reduction of Capital and the Repurchase
Agreement, it will authorise the Board to request that (i) the FCA
cancel the listing of the Company's Ordinary Shares on the Official
List, and (ii) the London Stock Exchange remove the Ordinary Shares
from trading on the Main Market. Subject to the passing of those
Resolutions, it is expected that the last day of dealings in
Ordinary Shares will be on 5 January 2022 and that Delisting will
be effective at 8.00 am on 6 January 2022.
Tender Offer
The Board recognises that the effects of the Delisting are
significant for Shareholders, in particular in terms of the loss of
the protections afforded to Shareholders by the Listing Rules and
City Code, and the loss of liquidity provided by the existing
listing arrangements. The Board has therefore arranged the Tender
Offer to provide Qualifying Shareholders (being all Shareholders
other than those in the United States of America, Canada,
Australia, New Zealand, Republic of South Africa, Japan or any
jurisdiction where the ability to accept the Tender Offer may be
restricted by law) with a means to realise their investment in the
Company for cash at 42.0 pence per Ordinary Share, being equal to
the closing share price on the Latest Practicable Date, a premium
of 9.8 per cent. to the three-month average closing share price, a
premium of 33.3 per cent. to the six-month average closing share
price and a premium of 40.7 per cent. to the nine-month average
closing share price.
The Tender Offer would have a basic entitlement (subject to
possible reduction to ensure the Tender Offer does not exceed
40,096,476 Ordinary Shares) per Qualifying Shareholder of 500,000
Ordinary Shares. The basic entitlement is intended to ensure that
Shareholders with interests in Ordinary Shares equal to or smaller
than this basic entitlement are able to tender their interests for
cash in full should they so choose.
The Tender Offer would be for up to 40,096,476 Ordinary Shares
representing approximately 23.3 per cent. of the existing issued
ordinary share capital of the Company, which is greater than the
current "number of shares in public hands" (as defined in the FCA
Listing Rules). The Tender Offer is subject to the passing of all
of the Relevant Resolutions and to the satisfaction of certain
further conditions described in Part 4 of the Circular. Therefore,
there can be no guarantee that the Tender Offer will take
place.
The full terms of the Tender Offer are set out in Part 4 of the
Circular.
For the avoidance of doubt, Shareholders are not obliged to
tender their Ordinary Shares in the Tender Offer. Consequently, the
Board is also proposing to put in place certain measures to help
safeguard Shareholders' interests following the Delisting as
further described in the Circular, as well as a matched bargain
facility.
Reduction of capital
The Company does not have sufficient distributable reserves (as
required by the Companies Act) at this point in time to be able to
implement any return of value to Shareholders. It is proposed to
cancel all of the Company's Share Premium Account in order to
facilitate the Tender Offer to Qualifying Shareholders by enabling
the Company to comply with its obligations under the Repurchase
Agreement. Other than facilitating the Tender Offer, the
cancellation of the Share Premium Account is not expected to have
any other impact on the Company or the Shareholders. Further
details of proposed Reduction of Capital are set out in Part 2 of
the Circular.
Re-registration as private limited company
Following Delisting, the Board believes that the requirements
and associated costs of the Company maintaining its public company
status would be difficult to justify and that the Company would
benefit from the more flexible requirements and lower overhead
costs associated with private limited company status. It is
therefore proposed to re-register the Company as a private limited
company.
In connection with the Re-Registration, it is proposed that the
New Articles of Association be adopted to reflect the change in the
Company's status to a private limited company. The principal
effects of the adoption of the New Articles of Association on the
rights and obligations of Shareholders and the Company are
summarised in Part 6 of the Circular and the proposed New Articles
of Association are being made available on the Company's website
(and will also be available for inspection at the Extraordinary
General Meeting): www.jkx.co.uk/investors.
Principal effects of Delisting
The principal effects that the Delisting would have on
Shareholders are set out in paragraph 4 of Part 1 of the Circular.
These include that:
(a) Following the Cancellation, the Ordinary Shares will no
longer be traded on a public market or trading facility on any
recognised investment exchange. As a result, a Shareholder will not
be able to trade its Ordinary Shares on the London Stock Exchange
and, consequently, the opportunity for Shareholders to realise
their investment in the Company will be limited and there will be
no public valuation of Ordinary Shares held by them. The Company
will, with effect from Cancellation, put in place a matched bargain
settlement facility to serve as a limited platform for Shareholders
and other persons to seek to buy or sell shares.
(b) The Company will no longer be subject to the regulatory and
financial reporting regime applicable to companies whose shares are
admitted to the Official List and to trading on the Main Market
including the Listing Rules, the Disclosure and Transparency Rules,
Market Abuse Regulations and the Corporate Governance Code.
(c) Shareholders will no longer be afforded the protections of
the City Code on Takeovers and Mergers (the "City Code") (including
the rules requiring any person who purchases shares which increases
the percentage of shares carrying voting rights which it and any
persons acting in concert with it are interested to 30 per cent. or
more to make a mandatory offer to all Shareholders);
(d) if the Tender Offer is implemented, and the Company's
largest Shareholders do not participate or otherwise dispose of
their interests, then it is expected that the holdings of Ordinary
Shares held by such Shareholders will increase proportionately
depending on the number of Ordinary Shares tendered by Qualifying
Shareholders in the Tender Offer;
(e) the Company would no longer be required to comply with the
FRC's Corporate Governance Code or any of the additional corporate
governance requirements applicable to companies admitted to the
premium segment of the Official List of the FCA and to trading on
the Main Market for listed securities of the London Stock Exchange,
although the Company will adopt a corporate governance policy which
will set out the corporate governance standards for the Company
following Delisting as further described in the Circular; and
(f) the Delisting might have either positive or negative
taxation consequences for Shareholders (Shareholders who are in any
doubt about their tax position should consult their own
professional independent advisers). In particular, Ordinary Shares
may cease to be "qualifying investments" for the purposes of the
Individual Savings Account Regulations 1998 and may no longer be
eligible to be held within a stocks and shares Individual Savings
Account (ISA) (or Junior ISA) following the Delisting.
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of Delisting on them.
Outlook and current trading
The Company published its Q3 Quarterly Operations Update on 13
October 2021 and there have been no material changes to trading or
management expectations since that date.
Extraordinary General Meeting
The implementation of the Delisting, the Reduction of Capital,
the Tender Offer, the Re-Registration and the adoption of the New
Articles of Association is conditional upon, among other things,
the Shareholders' approval of the relevant Resolutions being
obtained at the Extraordinary General Meeting. Accordingly, you
will find set out at the end of the Circular a Notice of
Extraordinary General Meeting convening an Extraordinary General
Meeting of the Company to be held at 11.00 am on 23 November 2021
at the offices of Baker & McKenzie LLP at 100 New Bridge
Street, EC4V 6JA.
At the Extraordinary General Meeting, the resolutions will be
proposed to Shareholders, including the Delisting Resolution. A
summary of the resolutions is set out at the end of the Circular,
along with the Notice of Extraordinary General Meeting.
The Board is monitoring the impact of COVID-19 (coronavirus) and
its potential impact on the holding of the Extraordinary General
Meeting. It is the intention of the Company to hold the meeting as
an open meeting. Should circumstances change before the time of the
EGM, the Board will notify shareholders of the change in EGM
arrangements by the issue of a public announcement via the
Regulatory News Service with a copy posted on the Company's
website, www.jkx.co.uk .
Any member attending the Extraordinary General Meeting in person
is requested to take a lateral flow test 24 hours prior to their
attendance at the Extraordinary General Meeting, and not attend the
Extraordinary General Meeting if feeling unwell or if the result of
the lateral flow test is positive.
To the extent that it is necessary to adjourn the Extraordinary
General Meeting due to COVID-19 then the dates of the Delisting,
the Reduction of Capital, the Tender Offer, the Re-registration and
the adoption of the New Articles of Association will change to
later dates than currently anticipated. To the extent that this
happens the Company will ensure Shareholders are given as much
notice as possible, in the same way as stated above.
The full text of the resolutions is included in the Notice of
Extraordinary General Meeting, which is set out in the
Circular.
Recommendation and voting intentions
The Board recognises that cancelling the Company's listing means
Shareholders losing significant rights and protections. However,
the Board is of the opinion that the Proposals set out in the
Circular offer the best platform from which to secure value for all
Shareholders.
The Board believes the Delisting, Reduction of Capital, Tender
Offer, Re-Registration, the adoption of the New Articles of
Association and the Resolutions to be in the best interests of JKX
Oil & Gas plc and the Shareholders as a whole. Accordingly, the
Board unanimously recommends that all Shareholders vote in favour
of each of the Resolutions to be proposed at the Extraordinary
General Meeting.
The Board believe that the following points should be taken into
account by Shareholders when considering whether to retain their
Ordinary Shares or accept the Tender Offer:
(a) upon Delisting, the Company would no longer be subject to,
and its Shareholders would consequently lose the protections
afforded by, certain corporate governance regulations which apply
to the Company currently. In particular, the Company would no
longer be subject to the Listing Rules or the City Code;
(b) accordingly, any Shareholder who does not accept the Tender
Offer may find it difficult to sell their Ordinary Shares after the
Tender Offer closes and the Delisting takes effect, may not receive
regular information from the Company, would not benefit from
regulatory compliance with governance procedures (other than under
the Act), nor enjoy the protections afforded by the Listing Rules.
Furthermore, there is no guarantee that the Company or any other
purchaser would be willing to buy Ordinary Shares after the Tender
Offer has closed and, if they were, any price offered might not
reflect the underlying value of the Company's assets;
(c) Shareholders who anticipate greater value in the Ordinary
Shares whilst recognising and being willing to accept the risks
associated with remaining as a minority investor in an unlisted
company may wish not to accept the Tender Offer and to remain as
minority Shareholders of a private company; and
(d) Shareholders should carefully consider their own individual
circumstances in deciding whether or not to accept the Tender
Offer. In the absence of any immediate prospect to sell their
Ordinary Shares once the Delisting has occurred and the Tender
Offer closes, Shareholders should balance their desire for a cash
realisation now or in the immediate foreseeable future, against the
uncertain future of remaining a shareholder in a private company,
with the concurrent diminished transparency and protections that
this affords them.
Accordingly, the Board unanimously recommends that Shareholders
tender, or procure the tender, of their Ordinary Shares in the
Tender Offer. The members of the Board do not hold any interests in
any Ordinary Shares and therefore do not intend to tender any
Ordinary Shares in the Tender Offer.
Notwithstanding the Board's recommendation above, you should
only make a decision as to whether to tender all or any of your
Ordinary Shares based on, among other things, your view of the
Company's prospects and your own individual circumstances,
including your tax position and you are recommended to seek advice
from your duly authorised independent advisers. If you are in any
doubt about what action to take or need advice in relation to the
Tender Offer, you should consult an independent financial adviser,
authorised under the Financial Services and Markets Act 2000,
without delay.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Each of the times and dates in the table below is indicative
only and may be subject to change (See notes (1), (2) and (3)
below).
Announcement of the proposed Delisting, Reduction of Capital and Tender 3 November 2021
Offer
Posting of the Circular, Tender Forms and the Forms of Proxy 5 November 2021
Latest time and date for receipt of Forms of Proxy, CREST Proxy 11.00 am on 21 November 2021
Extraordinary General Meeting 11.00 am on 23 November 2021
Court Hearing to confirm Capital Reduction(4) 14 December 2021
Registration of Court Order and effective date of Capital Reduction(5) 15 December 2021
Announcement of Tender Offer 16 December 2021
Expected last day of dealings in the Company's Ordinary Shares on the 5 January 2022
Main Market
Expected cancellation of listing of the Company's Ordinary Shares on the Effective as of 8.00 am on 6 January 2022
Official List
Latest time and date for receipt of Tender Forms and TTE Instructions in 1.00 pm on 6 January 2022
relation to the Tender
Offer
Closing Date of Tender Offer 1.00 pm on 6 January 2022
Tender Offer Record Date 6.00 pm on 6 January 2022
Announcement of results of the Tender Offer 10 January 2022
Tender Offer declared unconditional (the Unconditional Date) and expected 10 January 2022
purchase of the
Ordinary Shares under the Tender Offer and completion of the repurchase
from SP Angel
CREST accounts credited for revised uncertificated shareholdings of By not later than 12 January 2022
Ordinary Shares (or, in
the case of unsuccessful tenders, for entire holdings of Ordinary Shares)
CREST accounts credited in respect of Tender Offer proceeds for By not later than 14 January 2022
uncertificated Ordinary Shares
Despatch of cheques for Tender Offer consideration in respect of By 20 January 2022
certificated Ordinary Shares
sold under the Tender Offer and any balance certificates in respect of
any unsold certificated
Ordinary Shares
Expected time and date of Re-Registration 24 January 2022
(1) The times and dates set out in the expected timetable of
principal events above and mentioned throughout this announcement
are indicative only and are subject to change. If any of the above
times and/or dates change, the revised times and/or dates will be
notified to Shareholders via a Regulatory Information Service and
will be available on www.jkx.co.uk .
(2) References to times in this announcement are to London time unless stated otherwise.
(3) The Resolutions approving the Delisting, the Reduction of
Capital and the Repurchase Agreement (the Relevant Resolutions) are
inter-conditional. If these Resolutions are not passed for any
reason, the Delisting and the Tender Offer Price will not proceed.
The Delisting and the Reduction of Capital require the approval of
not less than 75% of the votes cast by Shareholders at the
Extraordinary General Meeting. If these Relevant Resolutions are
not approved then the Re-Registration and the adoption of the New
Articles of Association will not proceed."
(4) This date is subject to any changes which may be imposed by the Court.
(5) This date will depend on, amongst other things, the date on
which the Court confirms the proposed Capital Reduction.
Inside Information
Elements of this press release contain or may contain inside
information about JKX Oil & Gas plc within the meaning of
Article 7(1) of the Market Abuse Regulation (596/2014/EU) as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MAR") and is in accordance with the
company's obligations under Article 17 of UK MAR.
Enquiries:
EM Communications +44 (0) 20 7002 7858
Jeroen van de Crommenacker
Important Notices
A copy of the Circular will be available from the Company's
website, www.jkx.co.uk and from the Company's registrars during
normal business hours.
SPARK Advisory Partners Limited, which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for JKX Oil & Gas plc as its financial adviser and no one else
in connection with the proposed Delisting and Tender Offer (as
defined below) and the other matters referred to in this
announcement, and will not regard any other person as a client in
relation to the proposed Delisting and Tender Offer and will not be
responsible to anyone other than JKX Oil & Gas plc for
providing the protections afforded to its clients, nor for
providing advice, in relation to the proposed Delisting and Tender
Offer, the contents of this announcement, the Circular or any other
matter referred to in this announcement.
SP Angel Corporate Finance LLP, which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for JKX Oil & Gas plc as its broker and no one else in
connection with the proposed Tender Offer (as defined below), and
will not regard any other person as a client in relation to the
proposed Tender Offer and will not be responsible to anyone other
than JKX Oil & Gas plc for providing the protections afforded
to its clients, nor for providing advice, in relation to the
proposed Tender Offer, the contents of this announcement, the
Circular or any other matter referred to in this announcement.
Notice to all Shareholders
The distribution of the Circular into a jurisdiction other than
the United Kingdom may be restricted by law and, accordingly,
persons into whose possession the Circular and the accompanying
documents come should inform themselves about and observe any such
restrictions. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of the jurisdiction
concerned.
Unless otherwise determined by the Company, SPARK Advisory
Partners Limited and SP Angel Corporate Finance LLP and permitted
by applicable law and regulation, neither the Circular nor the
Tender Form or any related document is being, or may be, directly
or indirectly, mailed, transmitted or otherwise forwarded,
distributed, or sent in, into or from any Restricted Jurisdiction,
and persons receiving the Circular, the Tender Form and/or any
related document (including, without limitation, trustees, nominees
or custodians) must not mail or otherwise forward, distribute or
send it in, into or from such Restricted Jurisdictions, as to do so
may invalidate any purported participation in the Tender Offer. Any
person (including, without limitation, trustees, nominees or
custodians) who would or otherwise intends to, or who may have a
contractual or legal obligation to, forward the Circular together
with the Tender Form and/or any related document to any
jurisdiction outside the United Kingdom, should seek appropriate
advice before taking any action.
The Circular does not constitute an offer or invitation to the
public to subscribe for or purchase securities but is being issued
for the purposes of the Shareholders approving the Resolutions.
Notice to U.S. Shareholders
The Tender Offer is not being made and will not be made,
directly or indirectly, in or into, or by use of the mails of, or
by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone, email and other forms of
electronic transmission) of interstate or foreign commerce of, or
any facility of a national securities exchange of, the United
States, and no Tender Offer may be made by any such use, means,
instrumentality or facility from or within the United States, or to
U.S. persons or by persons located or resident in the United
States. Accordingly, copies of the Circular, the Tender Form and
any other documents or materials relating to the Tender Offer are
not being, and must not be, directly or indirectly, mailed or
otherwise transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States, or to U.S. persons or to persons located or resident
in the United States. Any purported tender of Ordinary Shares
resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Ordinary
Shares made by a person located or resident in the United States or
any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal located or resident in the
United States will not be accepted.
Each holder of Ordinary Shares participating in the Tender Offer
will represent that it is not located in the United States and is
not participating in the Tender Offer from the United States or it
is acting on a non-discretionary basis for a principal located
outside the United States that is not giving an order to
participate in the Tender Offer from the United States. For the
purposes of this paragraph, "United States" means the United States
of America, its territories and possessions, any state of the
United States of America and the District of Columbia.
No Profit Forecast
No statement in this announcement or incorporated by reference
into this announcement is intended to constitute a profit forecast
estimate for any period, nor should any statement be interpreted to
mean that earnings or earnings per share will necessarily be
greater or less than those for the preceding financial periods of
the Company.
Forward-looking statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology such as "believe", "expects", "may", "will", "could",
"should", "shall", "risk", "intends", "estimates", "aims", "plans",
"predicts", "continues", "assumes", "positioned" or "anticipates"
or the negative thereof, other variations thereon or comparable
terminology. All statements other than statements of historical
facts included in this announcement are forward-looking statements.
They appear in a number of places throughout this announcement,
involve known and unknown risks and uncertainties, many of which
are beyond the Group's control and all of which are based on the
Board's or the Group's intentions, beliefs or current expectations
concerning, among other things, the results of operations,
financial condition, liquidity, prospects, growth, strategies, and
dividend policy of the Group and the industry in which it operates
and the general economic outlook. In particular, the statements
regarding the Company's strategy and other future events or
prospects are forward-looking statements.
These forward-looking statements and other statements contained
in this announcement regarding matters that are not historical
facts involve predictions. No assurance can be given that such
future results will be achieved; actual events or results may
differ materially as a result of risks and uncertainties facing the
Group. Such risks and uncertainties could cause actual results to
vary materially from the future results indicated, expressed, or
implied in such forward-looking statements. Such forward-looking
statements contained in this announcement speak only as of the date
of this announcement. The Company, the Board, SPARK Advisory
Partners Limited and SP Angel Corporate Finance LLP expressly
disclaim any obligation or undertaking to update these
forward-looking statements contained in the announcement to reflect
any change in their expectations or any change in events,
conditions, or circumstances on which such statements are based
unless required to do so by applicable law, the Prospectus
Regulation (EU 2017/1129) which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, or the Prospectus Regulation
Rules, the Listing Rules, and Disclosure Guidance and Transparency
Rules of the FCA.
This information is provided by RNS, the news service of the
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END
NOGEALFDEAXFFFA
(END) Dow Jones Newswires
November 03, 2021 10:31 ET (14:31 GMT)
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