Offer period and trading shares post delist
June 30 2003 - 10:05AM
UK Regulatory
Under the provisions of the city code on Takeovers and Mergers the number of
relevant securities of the company in issue and requiring disclosure is
1,075,197,407 weighted average ordinary shares.
The following is a copy of the letter sent to shareholders on 27 June 2003.
THIS LETTER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt about the contents of this document or the action you should take,
you should immediately consult your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser duly authorised under the
Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your registered holding of
ordinary shares in Ronson plc, please forward this document to the purchaser or
transferee or to the stockbroker, bank or other agent through or by whom the
sale or transfer was effected, for onward transmission to the purchaser or
transferee. However, this document must not be forwarded to or transmitted in
or into the United States, Canada, Australia, Japan or the Republic of Ireland.
Ronson plc
(Incorporated and registered in England and Wa1es with No 1907889)
To holders of Ronson plc ordinary shares and, for information only,
participants in the Ronson plc share option schemes.
A letter from the Company Secretary of Ronson Plc is set out on pages 2 to 4 of
this document.
RONSON PLC
(Incorporated and registered in England and Wa1es with No 1907889)
Registered Office:
International House
Old Brighton Road
Lowfield Heath
Crawley
West Sussex
RH11 OQN
To the Shareholders of Ronson plc
Dear Shareholder,
I am writing to you following the announcement made by the Company on 13 June
2003, a copy of which has already been circulated to Shareholders, in order to
advise you of the commencement of an offer period in relation to the Company
and to provide information on how shares in Ronson plc can be traded following
the de-listing taking effect.
Offer Period
The Company is now in an "offer period" under the provisions of the City Code
on Takeovers and Mergers (the "Code"). In the announcement made on 13 June
2003, the Company stated that it was seeking expressions of interest from
parties wishing to acquire the shares in Ronson International Limited or in
Ronson plc itself. Under the provisions of the Code, therefore, the offer
period commenced on 13 June 2003, even though no actual offer for Ronson plc
has yet been received.
Shareholders should be aware that the provisions of the Code, particularly
those relating to dealings in shares of the Company, will now apply. Dealings
by any potential offeror or the Company or any of their associates or by
holders of 1% or more of the ordinary shares in the Company will require public
disclosure in accordance with the detailed provisions of Rule 8 of the Code.
A further announcement will be made in respect of any further developments in
due course.
How to Trade in Shares following Delisting
With effect from 15 July 2003, the listing of shares in Ronson plc ("the
Company") will be terminated on the Official Lists of the UK Listing Authority
and the London Stock Exchange. This note is for the benefit of shareholders who
may wish to buy or sell shares in the Company after that date. The Company
cannot give specific advice to shareholders and cannot offer to assist in the
arranging of deals in shares on your behalf. The information set out in
Appendix 1 is structured as general information in the form of commonly asked
questions.
Appointment of New Director
On 13 June 2003 Ronnie Clucas was appointed to the Board of Ronson plc. His
appointment will be put forward for a shareholder vote at the Annual General
Meeting.
Advisers
On 11 June 2003 Charles Stanley & Company Limited resigned as the Company's
financial advisers, in view of the impending de-listing of the Company's shares
from the Official Lists of The UK Listing Authority and the London Stock
Exchange.
Yours faithfully
Mrs P A Hulme FCCA
Finance Director and Company Secretary
23 June 2003
APPENDIX 1
How do I sell shares in the Company when the delisting has become effective?
Once the shares in the Company have been de-listed you cannot buy or sell
shares "on exchange". This means that your stockbroker or share dealing service
will not be able to take instructions to conduct trades in the shares of the
Company through a market maker. You will only be able to sell shares if you can
find another person who wishes to buy them.
In order to allow shareholders to continue to deal in private the Company will
keep a register of people who want to buy and sell shares in the Company and
will be able to provide you with a list of these people.
How do I get my name on to the list of people who want to sell?
You should e-mail the Company at trade@ronson.co.uk with your name (as it
appears on the share register), giving a contact address and telephone number
where you can be contacted. You should also specify how many shares you hold.
Please do not specify any price or range of prices at which you would be
prepared to sell as the Company cannot pass pricing information on to potential
buyers. Alternatively, you can telephone the Company on 01293-843-600. The list
of people who want to sell will then be sent to those persons who have
expressed an interest in buying shares in the Company.
Is there a guide to the value of the shares?
No, the listing which gives the market price will have been terminated. We
strongly recommend that you take advice on the value of your shareholding from
your stockbroker, bank manager, solicitor, accountant or other professional
adviser authorised under the Financial Services and Markets Act 2000.
What do I do if someone contacts me and we agree a transaction?
Once you have reached an agreement with someone who wants to buy your shares
you will need to complete a stock transfer form, the purchaser will then need
to submit it to the Inland Revenue for the payment of stamp duty and it must
then be sent to the registrars for recording in the Company's share register.
It is very important if you are selling that your details on the stock transfer
form match those on the Company's register of shareholders otherwise the
registrar may reject the stock transfer form. You are advised to contact the
Company's registrars, Northern Registrars Limited, Northern House, Woodsome
Park, Fenay Bridge, Huddersfield HD8 OLA, telephone number: 01484-600-900 or
e-mail: shareholder.services@northernregistrars.co.uk to check the details that
they hold before you complete a stock transfer form.
Where can I get a stock transfer form?
You can get stock transfer forms from legal stationers, banks of building
societies. They are also available at the following address:
www.formations365.co.uk/pdf/stock_transfer.pdf (PDF document).
What do I do with the share transfer form when I have completed it?
The purchaser of the shares will need to submit it to the Company's registrars
together with your original share certificate to complete the transfer; however
the share transfer form must first be submitted to the Inland Revenue for
stamping. The transfer of shares is normally a chargeable transaction under the
Stamp Act. Stamp Duty is payable to the Inland Revenue on the aggregate amount
at �% rounded up to the nearest multiple of �5. Stamp Duty is payable by the
purchaser.
How do I buy shares in the Company when the delisting has become effective?
As is the case with potential sellers of shares, you should e-mail the Company
with your details or call 01293-843-600 to provide them. The Company will pass
you the names and contact details of people who have expressed an interest in
selling shares but cannot give advice on price or otherwise facilitate or make
arrangements for deals to take place.
What do I do when I find someone who wants to sell to me?
You need to obtain from them a signed stock transfer form and their original
share certificate. You first need to have the share transfer form stamped by
the Stamp Office. You will need to submit the stock transfer form together with
a Form Stamps 61 to your local stamp office. Copies of the form and the
addresses of the local stamp offices can be found at www.inlandrevenue.gov.uk/
so. When you receive the stock transfer form back from the Stamp Office you
must send it to Northern Registrars Limited, Northern House, Woodsome Park,
Fenay Bridge, Huddersfield HD8 OLA in order to have your name put on the
Company's share register.
Can I still use my broker?
Yes, but your stockbroker will have to follow the arrangements set out above.
Enquiries:
Ronson Plc
International House
Old Brighton Road
Lowfield Heath
West Sussex
RH11 OQN
P A Hulme FCCA
01293 843600
END