RNS Number:0016K
Conister Trust PLC
14 December 2007
For immediate release 14 December 2007
Conister Trust plc ("Conister" or the "Company")
Scheme of Arrangement Circular posted
The Board has decided to seek to implement a substantial reorganisation of the
activities of the Group involving the establishment of a new holding company for
Conister Trust, namely Conister Financial Group PLC ("CFG"), and admission of
the entire issued share capital of CFG to trading on AIM. A circular together
with an Appendix of information required under the AIM Rules in regard to CFG
will be posted to Shareholders shortly to explain these proposals.
Background to the Scheme
The main business of the Group is currently that of banking and credit financing
and Conister Trust is licensed to conduct banking business by the Isle of Man
Financial Supervision Commission. However, the Group has developed, and is
continuing to seek to develop, businesses operating in non-banking business
segments. In particular, the Group has established the TransSend division
(formerly called Transbank) primarily to exploit opportunities in the prepaid
cards market. It intends to develop that division's business significantly and
an application will shortly be made to the Financial Services Authority in the
UK for permission to issue e-money on behalf of the TransSend division.
The TransSend division has two operating subsidiaries, TransSend Payments
Limited and TransSend (IOM) Limited, both of which are currently subsidiaries of
TransSend Holdings Limited, itself a subsidiary of Conister Trust. Given the
differences in the nature of the businesses conducted by the TransSend division
and the Group's banking division and the different regulatory treatment of those
divisions, it is proposed to restructure the Group so that, among other things,
those companies cease to be subsidiaries of Conister Trust and become
subsidiaries of CFG.
The Directors have been advised that an appropriate method of restructuring the
activities of the Group involves a scheme of arrangement of the Company in
accordance with the Act. On the basis that the Scheme devised becomes effective,
the Company will become a wholly-owned subsidiary of CFG and Shareholders will
cease to hold Ordinary Shares, but instead will be issued with such number of
New Ordinary Shares, credited as fully paid, as is equivalent to that number of
Ordinary Shares held by them on the Record Date.
If the Scheme becomes effective, CFG will acquire the Ordinary Shares in
consideration of the allotment of the New Ordinary Shares to holders of the
Ordinary Shares and the Subsidiary Shares will be transferred to CFG.
Once the Scheme has become effective, as and when the Enlarged Group establishes
subsidiaries or businesses or makes acquisitions in non-banking business
segments, those subsidiaries, businesses or acquisitions will be developed or
effected by companies within the Enlarged Group other than Conister Trust or its
subsidiaries.
Conister Financial Group PLC
CFG was incorporated on 2 May 2006 as a public company in the Isle of Man. It
has not traded and was established for the purpose of implementing a scheme of
arrangement for Conister Trust. In connection with the Scheme, Admission will be
sought for all the New Ordinary Shares to be issued by CFG under the Scheme.
Following the Scheme becoming effective, CFG will be the holding company of a
diversified financial services group, which will include Conister Trust.
At the date of this document, CFG has no material assets. However, if the Scheme
becomes effective, CFG will become the legal and beneficial owner of Conister
Trust.
The board of CFG is comprised of the same directors as those of Conister Trust.
However, after the Scheme becomes effective, the board of Conister Trust is
expected to comprise D C McCrickard, J F Linehan, A Clarke, D H N Eke and P
Stamp. The authorised share capital of CFG is �37.5 million divided into 150
million New Ordinary Shares. Two such New Ordinary Shares have been issued fully
paid and are presently held by Conister Trust and one of its subsidiaries. The
New Ordinary Shares which will be issued in connection with the Scheme, assuming
it becomes effective, will have the rights and be subject to the restrictions
set out in the Articles.
Employee Share Option Scheme
On 29 April 2003 Shareholders approved the creation of an employee share option
scheme for Directors and employees of Conister Trust in the form of the ESOS.
The Board has been gratified at the level of support for the ESOS and, at the
date of this document, there are some twenty-five employees to whom options to
acquire Ordinary Shares have been granted. Provided the Scheme becomes
effective, no further options will be granted pursuant to the ESOS and existing
option holders will, with the agreement of CFG, be given the opportunity during
the period of six months after the Effective Date, to exchange existing ESOS
options for equivalent options relating to New Ordinary Shares.
The Scheme
Under the Scheme, Shareholders will receive:
for each ordinary share one ordinary share
of 25p in Conister Trust of 25p in CFG, credited as fully paid
Following the exchange of shares, all holders of Ordinary Shares will become
holders of an equivalent number of New Ordinary Shares and Conister Trust will
become a wholly-owned subsidiary of CFG.
Admission, New Ordinary Shares and CREST
Prior to the Effective Date, CFG will apply to London Stock Exchange for
admission of the entire issued share capital of CFG to trading on AIM, subject
to the Scheme becoming effective.
The New Ordinary Shares will be issued to Shareholders upon the Scheme becoming
effective. The New Ordinary Shares issued to Shareholders will be issued fully
paid and free of all liens, equities, charges, encumbrances, rights of
pre-emption and other interests and together with all rights attached to the New
Ordinary Shares, including the right to receive and reclaim all dividends and
other distributions declared, made or paid after the date on which the Scheme
becomes effective.
Settlement of the New Ordinary Shares will be effected in the manner described
below.
It is expected that Admission will become effective and that dealings for normal
settlement of the New Ordinary Shares will commence on AIM at 8.00am on 1
February 2008, the anticipated Effective Date.
The New Ordinary Shares will be capable of being held either:
in certificated form; or
in uncertificated (or paperless) form in CREST, where the relevant person
holds Ordinary Shares in uncertificated form.
All Shareholders who hold Ordinary Shares in certificated form will, upon
implementation of the Scheme, be issued with New Ordinary Shares in certificated
form; it is expected that definitive certificates relating to New Ordinary
Shares will be despatched by 8 February 2008. Shareholders who hold Ordinary
Shares in uncertificated form will, upon implementation of the Scheme, be issued
with New Ordinary Shares in uncertificated form with delivery of New Ordinary
Shares to their respective CREST accounts expected to take place on 30 January
2008.
Existing certificates in respect of Ordinary Shares will cease to be valid after
the Scheme has become effective.
Court Meeting
A meeting convened with the sanction of the Isle of Man Court will be held on
25 January 2008, for the purpose of seeking approval of the Scheme. At the Court
Meeting voting will be by poll and each member present in person or by proxy
will be entitled to one vote for every Ordinary Share held. The approval
required at the Court Meeting is a simple majority in number of Shareholders
holding not less than three-fourths in value of the Ordinary Shares held by
those Shareholders present and voting (in person or by proxy) at the Court
Meeting. Entitlement to attend and vote at the Court Meeting and the number of
votes which may be cast will be determined by reference to Conister Trust's
register of members on the Record Date.
Conister has received notification of intention to vote in favour of the Scheme
at the Court Meeting in respect of, in aggregate, 19,468,757 Ordinary Shares,
representing approximately 38.61 per cent. of the existing issued Ordinary Share
capital.
Court Hearing
The Scheme must also be sanctioned by the Isle of Man Court before it can become
effective. All Shareholders are entitled to attend the Isle of Man Court hearing
to sanction the Scheme in person or through Counsel to support or oppose the
sanctioning of the Scheme. That hearing will occur on 25 January 2008.
The Scheme will become effective upon delivery to the Financial Supervision
Commission's Companies Registry in the Isle of Man of an office copy of the
order of the Isle of Man Court sanctioning the Scheme.
The Scheme is expected to become effective on 30 January 2008. Upon the Scheme
becoming effective, it will be binding on all Shareholders, including any
Shareholder who did not vote to approve the Scheme or who voted against the
Scheme. However, unless the New Ordinary Shares to be issued in connection with
the Scheme are agreed to be admitted to trading on AIM by the London Stock
Exchange (subject only to the Scheme becoming effective and to the allotment of
such New Ordinary Shares), the Company will not deliver an office copy of the
order to the Financial Supervision Commissions' Companies Registry and the
Scheme will not become effective.
Unless the Scheme becomes effective by 31 March 2008 (or such later time as
Conister Trust may agree and the Isle of Man Court may permit, the Scheme will
not become effective and it will lapse).
Recommendation
The Directors consider that the creation of a new holding company will assist
the future development of the Company and consider, having been so advised by
Beaumont Cornish, that the terms of the Scheme are fair and reasonable. In
providing advice to the Directors, Beaumont Cornish has taken into account the
commercial assessments of the Directors. The Directors, therefore, are
unanimously recommending that Shareholders vote in favour of the Scheme at the
Court Meeting as they and certain of their associates intend to do in respect of
their holdings of 19,468,757 Ordinary Shares, representing, in aggregate,
approximately 38.61 per cent. of the issued Ordinary Shares.
ENDS
For further information, please contact:
Conister Trust plc
Jeremiah Linehan Director
Tel 01624 694694
Beaumont Cornish Limited
Roland Cornish
Tel +44 (0) 20 7628 3396
Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated
by the Financial Services Authority and which is a member of the London Stock
Exchange, is the Company's and CFG's nominated adviser for the purposes of the
AIM Rules and, as such, its responsibilities are owed solely to the London Stock
Exchange and are not owed to the Company, CFG or any of their respective
directors or any other entity or person. Beaumont Cornish will not be
responsible to anyone other than the Company and CFG for providing the
protections afforded to clients of Beaumont Cornish or for advising any other
person in relation to the contents of this document or any of the accompanying
documents. No liability is accepted by Beaumont Cornish for the accuracy of any
information or opinions contained in, or for the omission of any material
information from this document and the documents which accompany it.
Appendix 1
DEFINITIONS
Unless the context otherwise requires the following definitions apply throughout
this document:
"Act" the Companies Act 1931 of the Isle of Man
"Acts" the Companies Acts 1931 - 2004 of the Isle of Man
"Admission" the admission to trading on AIM pursuant to the AIM Rules of the New
Ordinary Shares becoming effective in accordance with Rule 6 of the AIM Rules
"Announcement" the announcement relating to the application for admission of the
New Ordinary Shares to AIM, the appendix to which accompanies this document
"Appendix" the appendix to the Announcement, which accompanies this document,
which has been prepared in accordance with the AIM Rules in connection with the
application for the New Ordinary Shares to be admitted to trading on AIM
"AIM" AIM, the market of that name operated by the London Stock Exchange
"AIM Rules" the rules governing the admission to, and operation of, AIM as set
out in the AIM Rules for Companies published by the London Stock Exchange from
time to time
"Articles" the articles of association of CFG
"Australia" the commonwealth of Australia, its states, territories
and possessions
"Beaumont Cornish" Beaumont Cornish Limited, authorised and regulated by the
Financial Services Authority, Conister Trust's nominated adviser and CFG's
nominated adviser
"Board" the board of Conister Trust
"business day" a day (not being a Saturday, a Sunday or a public holiday) on
which clearing banks in the City of London and the Isle of Man are open for
normal business
"Canada" Canada, its possessions, provinces and territories and all areas
subject to its jurisdiction or any political subdivision thereof
"CFG" Conister Financial Group PLC, a company registered in the Isle of Man with
registered number 116406C
"certificated"or "in certified form" in relation to a share or other security,
not in uncertificated form (that is, not in CREST)
"Company" or "Conister Trust" Conister Trust PLC, a company registered in the
Isle of Man with registered number 000738C
"connected person" shall be construed in accordance with section 252 of the
Companies Act 2006 of the United Kingdom
"Court Meeting" the meeting of Shareholders convened by Order of the Isle of Man
Court, notice of which is set out at the end of this document
"CREST" the computerised settlement system to facilitate the transfer of title
to shares in uncertificated form, operated by Euroclear UK & Ireland Limited
"Directors" the directors of Conister Trust
"Effective Date" the day on which the Scheme becomes effective in accordance
with clause 6 of the Scheme
"Enlarged Group" CFG and, after the Scheme becomes effective, its subsidiaries
"ESOS" the Conister Trust PLC Employee Share Option Scheme 2003
"Group" Conister Trust and its subsidiaries at the date of this document
"Isle of Man Court" the High Court of Justice in the Isle of Man;
"Japan" Japan, its cities, prefectures, territories and possessions
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" ordinary shares of 25p each in the capital of CFG (and the
term "New Ordinary Shareholders" shall be construed accordingly)
"Ordinary Shares" ordinary shares of 25p each in the capital of Conister Trust
(and the term "Shareholders" shall be construed accordingly)
"Overseas Shareholders" Shareholders resident in, or citizens or nationals of,
jurisdictions outside the United Kingdom or the Isle of Man or who are nominees
of, or custodians, trustees or guardians for, citizens or nationals of such
jurisdictions
"Record Date" two days preceding the Court Meeting
"Scheme" or "Scheme of Arrangement" the proposed Scheme of Arrangement of
Conister Trust as set out in this document under Section 152 of the Act,
pursuant to which, inter alia, Shareholders will, assuming the Scheme become
effective, become holders of New Ordinary Shares
"Securities Act" the United States Securities Act 1933, as amended
"Subsidiary Shares" the fully paid up issued shares of the following subsidiary
of Conister Trust
Name Place of Incorporation_ Company Number
TransSend Isle of Man 121194C
Holdings Limited
"UKLA" the Financial Services Authority acting in its capacity as the competent
authority for the purposes of Part VI of the Financial Services and Markets Act
2000 of the United Kingdom
"uncertificated" or "in in relation to a share or other security, recorded on
the relevant
uncertificated form" register in uncertificated form in CREST and title to
which, by virtue of the Uncertificated Regulations, may be transferred by means
of CREST
"Uncertificated Regulations" the Uncertificated Securities Regulations 2005 of
the Isle of Man
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland
"US" or "United States" the United States of America, its territories and
possessions, any state of the United States of America and the District of
Colombia and all other areas subject to its jurisdiction
Appendix 2
EXPECTED TIMETABLE OF EVENTS
Latest time and date for lodging forms of proxy for
the Court Meeting* 11.30 a.m., 15 January 2008
Record Date of the Scheme 15 January 2008
Court Meeting 11.30 a.m., 17 January 2008
Court Hearing of Petition to sanction the Scheme 25 January 2008
Effective Date for the Scheme 30 January 2008
CREST accounts credited by 30 January 2008
Admission of the New Ordinary Shares to AIM and the 30 January 2008
commencement of dealings
Definitive share certificates despatched by CFG in respect of 8 February 2008
New Ordinary Shares not held in uncertificated form
This information is provided by RNS
The company news service from the London Stock Exchange
END
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