Mucklow(A.& J.)Group PLC Proposed Cancellation and Repayment (7860I)
August 13 2019 - 2:00AM
UK Regulatory
TIDM37HR
RNS Number : 7860I
Mucklow(A.& J.)Group PLC
13 August 2019
13 August 2019
THIS ANNOUNCEMENT IS DEEMED TO CONTAIN INSIDE INFORMATION AS
STIPULATED UNDER THE MARKET ABUSE REGULATION 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.
A&J Mucklow Group Plc
Proposed Cancellation and Repayment to Preference
Shareholders
The Board of A&J Mucklow Group Plc (the "Company") announces
the Company's proposed cancellation and repayment of all of the 7
per cent. cumulative preference shares of GBP1.00 each in the
capital of the Company (ISIN: GB0006091622) (the "Preference
Shares").
Following the completion of LondonMetric's acquisition of the
entire issued and to be issued ordinary share capital of the
Company, the Board has undertaken a review to evaluate the extent
to which maintaining the Preference Shares in issue as a class of
listed securities of the Company remains appropriate. The Board no
longer considers it appropriate to maintain the Preference Shares
as a separate class of capital due to the administrative burden and
costs associated with the Preference Shares and the maintenance of
their listing on the standard listing segment of the Official List.
As a result, the Board now recommends the proposal to cancel and
repay the issued Preference Shares.
It is therefore proposed to carry out the Cancellation and
Repayment by means of a Court approved reduction of share capital
under the Companies Act. If so approved, the holders of Preference
Shares will receive GBP1.60 for each Preference Share held which
includes any dividends accrued from 1 July 2019 to the effective
date of the Cancellation. The Repayment represents a premium of
approximately:
-- 55 per cent. to GBP1.0325, being the volume weighted average
price per Preference Share for published trades (totalling 17,000
Preference Shares) on the London Stock Exchange in the six-month
period ended 12 August 2019 (being the latest practicable date
before publication of this announcement); and
-- 60 per cent. to the par value per Preference Share of GBP1.00.
The Company will today post to its Shareholders a circular in
connection with the Cancellation containing a notice convening a
General Meeting at which a resolution to approve the Cancellation
will be put to Shareholders and a notice convening a Class Meeting
at which consent to the Cancellation will be sought from Preference
Shareholders (the "Circular").
The Cancellation and Repayment are conditional on:
-- the passing of the General Meeting Resolution to be proposed at the General Meeting;
-- the passing of the Class Meeting Resolution to be proposed at the Class Meeting;
-- the Cancellation being approved by the Court; and
-- the Court Order being registered by the Registrar of Companies.
The Board has been advised that LondonMetric will vote in favour
of the General Meeting Resolution in respect of its holding of all
of the Ordinary Shares, which represents approximately 98.9 per
cent. of the entire issued share capital of the Company.
The Company has received irrevocable undertakings to vote in
favour of the Class Meeting Resolution to be proposed at the Class
Meeting, in respect of a total of 117,500 Preference Shares,
representing approximately 17.4 per cent. of the issued Preference
Shares of the Company. The Company has also received confirmation
from those holding on behalf of clients an aggregate of 280,003
Preference Shares, representing approximately 41.5 per cent. of the
issued Preference Shares of the Company, that they will recommend
to their clients to vote in favour of the Class Meeting Resolution
to be proposed at the Class Meeting.
It is anticipated that the initial directions hearing in
relation to the Cancellation will take place on 13 September 2019,
with the Court hearing taking place on 24 September 2019 and the
Cancellation becoming effective on that day, following the
necessary registration of the Court Order at Companies House.
Cancellation of the Preference Shares is expected to become
effective on 24 September 2019. By no later than 8 a.m. on 25
September 2019, the Preference Shares will cease to be listed on
the standard listing segment of the Official List.
Cheques and CREST payments pursuant to the Repayment are
expected to be posted and made by 8 October 2019. All remittances
will be sent to holders of Preference Shares (or in accordance with
their directions) at their own risk.
Defined terms used but not defined in this announcement have the
meanings set out in the Circular.
A copy of the Circular will be submitted to the National Storage
Mechanism and will be available for inspection at
www.morningstar.co.uk/uk/nsm. The Circular will also be available
on the Company's website at www.mucklow.com.
Enquiries
+44 (0) 20 7484
A&J Mucklow Group Plc 9000
Martin McGann
+44 (0) 20 7418
Peel Hunt LLP 8900
Capel Irwin
Patrick King
Expected timetable of principal events
Publication of the Circular 13 August 2019
Latest time and date for lodging 10 a.m on 3 September 2019
Forms of Proxy for the General Meeting
(White Form of Proxy) or for submitting
proxy instructions in respect of
the General Meeting via the CREST
Proxy Voting Service
Latest time and date for lodging 10.15 a.m on 3 September
Forms of Proxy for the Class Meeting 2019
(Blue Form of Proxy) or for submitting
proxy instructions in respect of
the Class Meeting via the CREST Proxy
Voting Service
Voting record time for the General 10 p.m. on 3 September
Meeting and Class Meeting 2019
General Meeting 10 a.m. on 5 September
2019
Class Meeting whichever is the later
of 10.15 a.m. on Thursday
5 September 2019 and the
end of the General Meeting
Initial directions hearing 13 September 2019*
Suspension of trading in the Preference 7.30 a.m. on 24 September
Shares 2019
Court hearing to confirm the Cancellation 24 September 2019*
Effective date of the Cancellation 24 September 2019*
Record date for Cancellation 10 p.m. on 24 September
2019
Cancellation of Preference Shares by no later than 8 a.m.
from listing on the Official List on 25 September 2019
and from trading on the Main Market
Expected date of CREST payments and by 8 October 2019
despatch of cheques for the Repayment
* These dates are subject to change. Any change will be notified
by announcement on a Regulatory Information Service.
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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