TIDMDBAY
RNS Number : 8006E
Douglasbay Capital PLC
12 April 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM
THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN
DOUGLASBAY CAPITAL PLC
Proposed return of cash to shareholders by way of a Tender
Offer
and
notice of Annual General Meeting
HIGHLIGHTS
-- Shareholders are invited to tender up to 89 out of every 100
Ordinary Shares held
-- Tender Price of 16.35 pence per Ordinary Share
-- Total cash distribution of up to GBP200m (GBP198.6m after
adjusting for management whom will not participate in full in the
Tender Offer)
-- The Tender Offer is being made available to all Shareholders
who are on the register a 5.30 p.m. on 9 May 2011
-- The Circular in connection with the Tender Offer, Notice of
EGM and Tender Forms are being posted to Shareholders today
Quotes:
Alex Paiusco, Chief Executive stated
We are now pleased to be in the position to reward the investors
who have supported us since the IPO. We will continue to work hard
assessing new opportunities with a view to returning to the market
to raise new funds for new specific investments, with the support
of our seed investor Laxey Partners. 2010 has been a notable year
but it's only the start of our journey.
For further information please contact:
DouglasBay Capital plc Peel Hunt LLP ((Nominated Adviser
& Broker)
Alex Paiusco, Chief Executive Guy Wiehahn
Tel: 01624 690900 Tel: 020 7418 8893
Peel Hunt LLP is authorised and regulated by the FSA in the
United Kingdom and is acting exclusively as nominated adviser and
broker to the Company (for the purposes of the AIM Rules for
Companies) and no one else in connection with the Tender Offer.
Peel Hunt LLP will not regard any other person as its customer or
be responsible to any other person for providing the protections
afforded to customers of Peel Hunt LLP nor for providing advice in
relation to the Tender Offer. Peel Hunt LLP is not making any
representation or warranty, express or implied, as to the contents
of this document. The responsibilities of KBC Peel Hunt as the
Company's nominated adviser are owed solely to the London Stock
Exchange.
Expected timetable of principal events
Date
Tender Offer opens 12 noon on 13 April 2011
Latest time and date for receipt of signed Tender Forms and TTE
instructions 1.00 pm on 9 May 2011
Record Date for the Tender Offer 5.30 pm on 9 May 2011
Latest time and date for valid receipt of Form of Proxy 12 noon
on 10 May 2011
Annual General Meeting 12 noon on 12 May 2011
Announcement of results of the Tender Offer 12 May 2011
Dispatch of cheques for Tender Offer proceeds for certificated
Ordinary Shares 17 May 2011
Creation of assured payment obligations for Tender Offer
proceeds for uncertificated Ordinary Shares 17 May 2011
Dispatch of balance share certificates for certificated Ordinary
Shares Week commencing 16 May 2011
The above times and/or dates may be subject to change and in the
event of any such change, the revised times and/or dates will be
notified to Shareholders by an announcement through a Regulatory
Information Service.
Proposed invitation by the Company to Shareholders to tender up
to 89 out of every 100 Ordinary Shares held for buy back by the
Company at a Tender Price of 16.35 pence per Ordinary Share
("Tender Offer") and notice of Annual General Meeting
Introduction
Further to the announcement dated 29 November 2010 wherein the
Board notified Shareholders of the disposal of its
largest investment, the logistics business TDG Limited ("TDG")
by way of the sale of TDG's holding company, Laxey Logistics
Limited ("LLL") (the "TDG Disposal"). The TDG Disposal was
conditional only on competition clearance by the European
Commission, which has now been obtained. The Board is therefore
pleased to confirm that the TDG Disposal closed on
29 March 2011 and total consideration received by the Company in
respect of the TDG Disposal amounted to GBP206,390,467,
which was comprised of the consideration for the shares held by
the Company in LLL and the repayment of a shareholder
loan from the Company to LLL. This figure is net of
consideration payable to management shareholders in LLL and does
not
include other cash resources in the Group from recent property
disposals.
Background to and reasons for the Tender Offer
As a consequence of the TDG Disposal the Company is now in a
strong cash position and the Directors believe that it is an
appropriate time for the Company to return up to GBP198.6
million to Shareholders by way of the Tender Offer.
The Directors are of the opinion that the Tender Offer benefits
the Shareholders and that the terms of the Tender Offer
are fair and reasonable to the Company and the Shareholders and
are in the best interests of the Shareholders as a whole.
The Tender Offer
The Company's articles of association ("Articles") permit the
Company to agree to buy back Ordinary Shares in certain
prescribed circumstances, including pursuant to an offer to all
Shareholders which, if accepted, would leave the relative
rights of Shareholders unaffected and which affords Shareholders
14 days within which to accept the offer.
The Company is proposing to return up to GBP198.6 million
surplus cash to Shareholders by way of the Tender Offer at a price
per Ordinary Share of 16.35 pence per Ordinary Share. Once
purchased by the Company, the Ordinary Shares will automatically be
cancelled.
The Tender Offer will constitute a "distribution" for the
purposes of the Act and the Directors are satisfied that, after the
completion of the Tender Offer, the Company will be able to pay its
debts as they become due in the normal course of the Company's
business and that the value of the Company's assets will exceed the
value of its liabilities.
The Tender Offer is being made on the terms and subject to the
conditions set out in the Circular and the Tender Form in respect
of up to 89 out of every 100 Ordinary Shares in issue on the Record
Date.
The Tender Offer is only available to Shareholders and in
respect of up to 89 out of every 100 Ordinary Shares registered in
the name of each Shareholder, rounded down to the nearest whole
Ordinary Share.
Shareholders can choose whether they wish to offer Ordinary
Shares for purchase by the Company. Shareholders are not obliged to
offer any of their Ordinary Shares if they do not wish to do so.
Shareholders may choose to offer less than 89 out of every 100
Ordinary Shares if they so wish.
Shareholders who choose not to participate in the Tender Offer
and who therefore do not offer a proportion of their Ordinary
Shares for purchase by the Company will not receive any cash
proceeds under the Tender Offer but will own a greater percentage
of the Ordinary Shares in issue after cancellation of the Ordinary
Shares to be purchased by the Company. This may give rise to a
notification obligation under the DTR - please see "Notification of
Interests" below.
The Articles currently restrict the price which can be paid by
the Company pursuant to a purchase of Ordinary Shares. Shareholder
approval will be required in the form of a Special Resolution to
amend the Articles to remove this restriction and allow for the
purchase of Ordinary Shares at the Tender Price. Unless the Special
Resolution is passed at an Annual General Meeting there is no
guarantee that the Tender Offer will take place.
The following Directors intend to exercise all of their share
options over Ordinary Shares ("Share Options") prior to the
Record Date and tender the following Ordinary Shares for buy
back under the Tender Offer:
Number of Ordinary Shares Number of Share Options Number of
Ordinary Shares currently held at the date currently held at the
date Percentage participation held on completion
Director of the Circular of the Circular in the Tender Offer of
the Tender Offer
Mr A Paiusco 2,786,585 42,696,255 75% 11,370,710
Mr G Bicknell 390,244 21,348,128 80% 4,347,675
Mr M Haxby 197,736 7,116,043 75% 1,828,445
Mr H Lehtonen - - - -
Mr D Panter 3,787,805 - 89% 416,659
Mr D Blackler 2,987,805 - 89% 328,659
Mr A Boyd 70,000 - 89% 7,700
Mr A Collins - - - -
Mr C Kingsnorth 168,570 - 89% 18,543
Laxey and funds under management of Laxey own 90.05% of the
Ordinary Shares in issue and accordingly is a related party in
terms on the AIM Rules. The Impartial Directors consider, having
consulted with its Nominated Adviser, that the terms of the Tender
Offer are fair and reasonable insofar as its shareholders are
concerned.
The following is a summary of the principal terms of the Tender
Offer:
-- The Company is inviting Shareholders to tender up to 89 out
of every 100 Ordinary Shares held, rounded down to the nearest
whole Ordinary Share, for buy back by the Company at the Tender
Price.
-- Were all shareholders and option holders to exercise, the
Company would purchase up to a maximum of 1,224 million Ordinary
Shares for an aggregate purchase value of up to a maximum of
GBP198.6 million representing approximately 89% of the Company's
fully diluted share capital as at 13 April 2011 (assuming full take
up of the Tender Offer).
-- Shareholders who hold Ordinary Shares in certificated form
and who wish to participate in the Tender Offer must return a
completed Tender Form, together with any shares certificate(s)
and/or other document(s) of title so as to be received by the
Company's receiving agent, Capita Registrars, by no later than 1.00
pm on 9 May 2011. Shareholders who hold their Ordinary Shares in
uncertificated form (that is, in CREST) who wish to participate in
the Tender Offer should not complete a Tender Form but should
instead arrange for any uncertificated Ordinary Shares they wish to
tender to be transferred into escrow.
-- Shareholders do not have to tender any Ordinary Shares if
they do not wish to, but once submitted, a Tender Form and/or a TTE
instruction (as appropriate) is irrevocable and cannot be
withdrawn. Shareholders should note that, once tendered, Ordinary
Shares may not be sold, transferred, charged or otherwise disposed
of.
-- A tender by a Shareholder of Ordinary Shares in excess of the
number offered to be bought back by the Company under the Tender
Offer (but which would otherwise be valid) will be deemed to be a
tender of the maximum 89 out of every 100 Ordinary Shares held by
that Shareholder as at the Record Date, rounded down to the nearest
whole Ordinary Share (the "Maximum Tender"). In addition, a tender
by a Shareholder where the number of Ordinary Shares to be tendered
is not stated in the Tender Form (but which would otherwise be
valid) will also be deemed to be a tender of the Maximum
Tender.
-- To the extent that the total aggregate consideration payable
to a Shareholder under the Tender Offer would require that
Shareholder to be paid a fraction of a penny, the amount of that
consideration shall be rounded down to the nearest whole penny.
-- The decision of the Board as to the results of the Tender
Offer shall be final and binding on all Shareholders.
-- The Tender Offer will remain open from 12 noon on 13 April
2011 until 1.00 pm on 9 May 2011.
-- Full details of the Tender Offer, including the terms and
conditions on which it is made, are set out in the Circular which
is being posted to Shareholders today.
-- Ordinary Shares will be purchased by the Company free of
commissions and dealing charges.
Annual General Meeting - Proposed amendment of Articles
The Articles permit the Company to agree to buy back Ordinary
Shares in certain prescribed circumstances, including
pursuant to an offer to all Shareholders which, if accepted,
would leave the relative rights of Shareholders unaffected and
which affords Shareholders 14 days within which to accept the
offer.
The implementation of the Tender Offer will require the Articles
to be amended to remove the restriction on the price which can be
paid by the Company in consideration for a buy back of Ordinary
Shares. Shareholder approval will be required in the form of a
Special Resolution to amend the Articles to remove this
restriction.
The Special Resolution will require a majority of 75% or more of
votes cast in order to be passed. Unless the Special
Resolution is passed at the Annual General Meeting there is no
guarantee that the Tender Offer will take place.
The majority Shareholder in the Company is Laxey Partners Ltd
("Laxey"). As at the Record Date, Laxey, and the funds under
management of Laxey, holds 91.05% of the Ordinary Shares in issue.
Laxey has provided an undertaking to the Company that it will
attend the Annual General Meeting and vote in favour of the
proposed amendment to the Articles.
No significant change and pro-forma statement of net assets
The Company published their consolidated annual audited accounts
for the year ended 31 December on 11 April 2010.
The Company disposed of TDG (its largest investment) on 29 March
2011. This transaction is disclosed as a post balance
sheet event in the consolidated annual audited accounts for the
year ended 31 December announced on 11 April 2010.
The pro-forma statement of net assets set out in the Circular
reflects pro-forma Group unaudited net assets as at 31 December
2010 of GBP33.2m after adjusting for the disposal of TDG, the sale
of certain property assets which took place after year end, the
proceeds from options to be exercised and the impact of the Tender
Offer as if they occurred on 31 December 2010. The unaudited
pro-forma statement of net assets has been prepared for
illustrative purposes only and, because of its nature, addresses a
hypothetical situation and therefore does not, and will not,
represent the Group's actual financial position or results.
Save as set out above there has been no significant change in
the financial or trading position of the Group since 31 December
2010.
Recommendation in relation to the Tender Offer
The Directors are of the opinion that the Tender Offer benefits
the Shareholders and that the terms of the Tender Offer
are fair and reasonable to the Company and the Shareholders and
in the best interests of the Shareholders as a whole.
Accordingly, the directors unanimously recommend that
Shareholders vote in favour of the Special Resolution to amend
the Articles to be proposed at the Annual General Meeting.
The Directors are making no recommendation to Shareholders in
relation to participation in the Tender Offer. Whether or not
Shareholders decide to tender their Ordinary Shares will depend,
amongst other things, on their own individual circumstances,
including their own tax position. Shareholders are recommended to
consult their appropriately authorised independent advisers in
determining whether or not to participate in the Tender Offer and
the extent of any such participation.
The Directors are intending to tender 63.2 million Ordinary
Shares (following the exercise of options they have been granted)
in the Tender Offer which comprises the majority of the Ordinary
Shares that they have a beneficial interest in.
Recommendation in relation to the Annual General Meeting
The Directors believe that the adoption of the resolutions to be
proposed at the Annual General Meeting are in the best
interests of the Shareholders as a whole and accordingly
unanimously recommend that Shareholders vote in favour of the
resolutions to be proposed which they intend to do in respect of
their own shareholdings.
Definitions
In this Announcement the following definitions apply unless the
context requires otherwise:
"Act" the Isle of Man Companies Act 2006 (as amended)
"Annual General Meeting" the annual general meeting of the
Company at which, amongst other resolutions, the
Special Resolution will be considered, notice of which is
enclosed with the Circular
"Board" or "Directors" the board of directors of the Company
"Capita Registrars" the Company's receiving agent, Capita
Registrars, of The Registry, 34 Beckenham Road, Beckenham, Kent BR3
4TU
"Circular" the document relating to the Tender Offer posted to
Shareholders today
"Company" DouglasBay Capital plc
"Form of Proxy" the Form of Proxy to be used in connection with
the Annual General Meeting and which accompanies the Circular
"Fully diluted share capital" all Ordinary Shares in issue
together with any Ordinary Shares that would be issued if existing
Share Options were fully exercised
"Impartial Directors" H Lehtonen and A Collins (whom are the
only Directors whom are not tendering
Ordinary Shares in the Tender Offer)
"Ordinary Shares" ordinary shares of 5 pence each in the capital
of the Company
"Overseas Shareholders" Shareholders who are citizens or
nationals of, or resident in, jurisdictions outside the
Isle of Man and the United Kingdom
"participant ID" the identification code or membership number
used in CREST to identify a particular
CREST member or other CREST participant
"Record Date" 5.30 pm on 9 May 2011
"Shareholders" holders of Ordinary Shares
"Special Resolution" the Special Resolution to amend the
Articles, as more particularly described in the notice of
Annual General Meeting enclosed with the Circular
"Tender Form" the tender form accompanying the Circular for use
in connection with the Tender Offer by Shareholders
"Tender Offer" the invitation by the Company to Shareholders to
tender Ordinary Shares for conditional purchase by the Company on
the terms and subject to the conditions set out in the Circular and
the Tender Form
"Tender Price" 16.35 pence per Ordinary Share, being the price
at which a Shareholder tenders some of his Ordinary Shares for
purchase by the Company under the Tender Offer
"UK" the United Kingdom of Great Britain and Northern
Ireland
This information is provided by RNS
The company news service from the London Stock Exchange
END
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