Notice of EGM
December 08 2010 - 8:37AM
UK Regulatory
TIDMCPL
RNS Number : 6055X
Chapelthorpe PLC
08 December 2010
Chapelthorpe plc
Chapelthorpe plc (the "Company") announces that a circular (as summarised below)
will today be despatched to Shareholders convening a General Meeting to seek
Shareholder approval to cancel the admission of the Company's Ordinary shares,
First cumulative preference shares and Second cumulative preference shares to
trading on AIM.
The Board has concluded that the costs and regulatory requirements associated
with retaining Chapelthorpe's AIM listing are a significant burden on the
Company's financial resources and outweigh the benefits gained from Admission.
The General Meeting will be held at the offices of Chapelthorpe plc, Old Mills,
Drighlington, Bradford, BD11 1BY commencing at 11.00 a.m. on Thursday, 13
January 2011. If approved, it is expected that Cancellation will take effect
from 7.00 a.m. on Friday, 21 January 2011.
1. Reason for the Cancellation of Admission
On 22 July 2010, Bronsstadet AB ("BAB") acquired 5,052,500 Ordinary shares,
representing approximately 24.76% of the Ordinary share capital of the Company
resulting in the Bronsstadet Group ("BAB Group") owning, in aggregate,
11,147,916 Ordinary shares, representing approximately 54.64% of the issued
Ordinary share capital of the Company. As a result of this share acquisition,
on 18 August 2010, BAB posted an Offer Document in accordance with Rule 9 of the
Code, pursuant to which BAB made a mandatory unconditional offer for the entire
issued Ordinary share capital of the Company not already owned by the BAB Group.
The results of the Offer were announced on 8 September 2010 and the total number
of Ordinary shares held by BAB Group at that time was 16,771,462, representing
approximately 82.19% of the Company's entire issued share capital. Taking into
account recent market purchases, BAB Group now owns 17,236,552 Ordinary shares,
representing approximately 84.48% of the Company's entire issued share capital.
The Offer Document contained the following statement with regard to the
Company's cancellation of admission to AIM:
"Furthermore, if BAB receives sufficient acceptances from the Company's
Shareholders, and/or otherwise acquires sufficient shares, to take its
shareholding to over 75% of the Company's shares, or such lesser percentage as
BAB may determine, BAB intends to procure or seek to procure the making of an
application by the Company to the London Stock Exchange for the cancellation of
the admission of the Company's shares to trading on AIM. At least 20 Business
Days' notice of cancellation will be given."
On 8 September 2010, the Board received a request from BAB requesting the Board
to convene an extraordinary general meeting to proceed with the Cancellation of
the Ordinary shares.
Having regard to the proposed resolution being passed to cancel the listing of
the Ordinary shares on AIM, the Board considered the continued status of both
the First cumulative preference shares and the Second cumulative preference
shares and the cost of maintaining a listing on AIM for these shares. The Board
did not consider this to be justifiable as it would result in a disproportionate
amount of senior management time being spent in meeting AIM Rules and related
regulatory requirements, including reporting, disclosure and corporate
governance requirements. As such the Board has proposed a further two
resolutions in order to cancel the admission of the Preference shares on AIM.
2. Effect of the Cancellation on Shareholders
The principal effects of the Cancellation would be that:
(a) there would no longer be a formal market mechanism enabling the
Shareholders to trade their shares on AIM or any other market or trading
exchange;
(b) the Company would not be bound to announce material events,
administrative changes or material transactions nor to announce interim or final
results;
(c) the Company would no longer be required to comply with any of the
additional specific corporate governance requirements for companies admitted to
trading on AIM; and
(d) the Company will no longer be subject to the AIM Rules and
Shareholders will no longer be required to vote on certain matters as provided
in the AIM Rules.
3. Share dealing following the Cancellation
Whilst the Board believes that the Cancellation is in the interests of
Shareholders as a whole, it recognises that Cancellation will make it more
difficult for Shareholders to buy and sell Ordinary shares should they so wish.
Accordingly, the Board intends to set up a matched bargain arrangement,
following Cancellation, to enable Shareholders to trade the Ordinary shares.
Under this facility, it is intended that Shareholders or persons wishing to
trade Ordinary shares will be able to leave an indication with the matched
bargain facility provider that they are prepared to buy or sell at an agreed
price. In the event that the matched bargain settlement facility is able to
match that indication with an opposite sell or buy instruction, the matched
bargain facility provider will contact both parties to affect the bargain.
Shareholders who do not have their own broker may need to register with the
matched bargain facility provider as a new client. This can take some time to
process and, therefore, Shareholders who consider they are likely to use this
facility are encouraged to commence it at the earliest opportunity. Once the
facility has been arranged, details will be made available to Shareholders on
the Company's website at www.chapelthorpe.com.
With respect to First and Second cumulative preference shares, the Board of
Directors will consider early in the New Year making an offer to acquire the
preference shares. Such an offer is likely to be at a substantial discount to
the par value of the shares.
4. Approving the Cancellation and General Meeting
Under the AIM Rules, it is a requirement that the Cancellation must be approved
by not less than 75% of the Shareholders voting in the General Meeting.
Accordingly, the notice of General Meeting to be held at 11.00 a.m. on Thursday,
13 January 2011 at the offices of the Company set out at the end of this
document contains special resolutions to approve the application to the London
Stock Exchange for the Cancellation. If the Resolutions are approved, it is
expected that the Cancellation will take effect at 7.00 a.m. on Friday, 21
January 2011 being at least 20 business days following the date of this letter
and 5 clear business days following the date of the General Meeting.
5. Irrevocable Undertakings
The Company has received an irrevocable undertaking from Peter Gyllenhammar,
Chairman of the Company and the beneficial owner of BAB, to vote in favour of
the Resolutions in respect of BAB which beneficially holds 15,221,632 Ordinary
shares and The Union Discount Company of London Limited which beneficially holds
2,014,920 Ordinary shares totalling 17,236,552 Ordinary shares, representing
approximately 84.48% of the current issued Ordinary share capital of the
Company.
6. Circular
The circular will be available on the Company's website at:
www.chapelthorpe.com
For further information please contact:
+-------------------------------------------+-----------------+
| Chapelthorpe plc | |
+-------------------------------------------+-----------------+
| Kathryn Davenport | 0113 285 9020 |
+-------------------------------------------+-----------------+
| | |
+-------------------------------------------+-----------------+
| Brewin Dolphin | |
+-------------------------------------------+-----------------+
| Alexander Dewar | 0845 213 2076 |
+-------------------------------------------+-----------------+
| Neil McDonald | 0845 213 4277 |
+-------------------------------------------+-----------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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