TIDMMCL
RNS Number : 4627M
Morses Club PLC
12 January 2023
12 January 2023
Morses Club PLC
Proposed Cancellation of admission of Ordinary Shares to trading
on AIM
Re-Registration as a Private Limited Company
Adoption of New Articles of Association
and
Notice of General Meeting
Morses Club PLC (AIM: GB00BZ6C4F71, "Morses Club", the "Group",
or the "Company"), the established provider of non-standard credit
services, announces the proposed cancellation of admission of its
Ordinary Shares to trading on AIM ("Cancellation"), re-registration
as a private limited company ("Re-registration") and adoption of
new articles of association ("New Articles").
A circular ("Circular") will be sent to Shareholders later
today, setting out the background to and reasons for the proposed
Cancellation and the Re-registration and associated adoption of the
New Articles. The Circular will also contain a notice convening a
general meeting ("General Meeting") at which Shareholders are
invited to consider and, if thought fit, approve the proposed
Cancellation and the Re-registration and associated adoption of the
New Articles.
Details of the proposed Cancellation and Re-registration
The Directors have undertaken a detailed review to evaluate the
benefits and drawbacks to the Group of retaining the quotation of
the Ordinary Shares on AIM.
This review has also included, amongst other matters:
-- the impact of the current market sentiment due to the ongoing
material uncertainty arising from the current complaints
situation;
-- their belief that continued admission to trading on AIM no
longer sufficiently provides the Company with the advantage of
providing access to capital in the medium to longer-term, nor, in
the opinion of the Directors, provides significant liquidity to
investors. As a result, the Directors have concluded that the most
likely source of future funds will be through private capital;
-- the increasing costs of maintaining a public listing, and the
subsequent ability of the Company to contribute GBP5m into the
compensation fund which is required to fund the Scheme (noting
that, in the absence of such contribution, the Company would need
to commence insolvency proceedings); and
-- that there is clarity for Shareholders and potential
investors as to the status of the Company prior to the Fundraise
which is proposed to fund the Scheme. If such funding is not
received and the Scheme does not proceed, then the Directors
continue to believe that the Company could no longer continue as a
going concern and it will need to commence insolvency
proceedings.
Further details of this analysis are given in the Appendix to
this announcement.
For these reasons, the Directors have concluded that
Cancellation and Re-registration and adoption of the New Articles
are in the best interests of the Group.
To be passed, the Cancellation Resolution requires, pursuant to
Rule 41 of the AIM Rules, the approval of not less than 75 per
cent. of the votes cast by Shareholders at the General Meeting. The
Resolution to approve the Re-registration and the adoption of New
Articles also requires the approval of not less than 75 per cent.
of the votes cast by Shareholders at the General Meeting.
Irrevocable undertakings and letters of intent
The Company has received irrevocable undertakings to vote in
favour of the Resolution from all of the Directors who hold
Ordinary Shares in respect of their entire beneficial holdings of
Ordinary Shares amounting to, in aggregate, 790,000 Ordinary Shares
and representing approximately 0.59 per cent. of the issued share
capital of the Company.
The Company has also received irrevocable undertakings to vote
in favour of the Resolutions from other shareholders in respect of
50,772,986 Ordinary Shares, representing approximately 37.77 per
cent. of the issued share capital of the Company.
In addition, the Company has received letters of intent to vote
in favour of the Resolutions from other Shareholders in respect of
17,121,293 Ordinary Shares, representing approximately 12.74 per
cent. of the issued share capital of the Company.
In aggregate, the Company has therefore received irrevocable
undertakings or letters of intent to vote, or procure that any
other person votes, in favour of the Resolutions in respect of a
total of 68,684,279 Ordinary Shares, representing approximately
51.09 per cent. of the issued share capital of the Company.
Dealing and settlement arrangements prior to and following
Cancellation
Shareholders should note that they are able to continue trading
in the Ordinary Shares on AIM prior to Cancellation, which is
anticipated to occur at 7.00 a.m. on 13 February 2023.
The Company has appointed Asset Match (www.assetmatch.com) to
facilitate trading in the Ordinary Shares. Asset Match, a firm
authorised and regulated by the Financial Conduct Authority, will
operate an electronic off-market dealing facility for the Ordinary
Shares. This facility will allow shareholders and new investors to
trade Ordinary Shares by matching buyers and sellers through
periodic auctions. Investors can register their interest for
further information on the Asset Match auction process by emailing
dealing@assetmatch.com. Full details will be made available to
Shareholders on the Company's website at www.morsesclubplc.com once
the Cancellation has been approved by Shareholders at the General
Meeting.
The General Meeting
The General Meeting will be held at the offices of Eversheds
Sutherland at Bridgewater Place, Water Lane, Leeds LS11 5DR on 3
February 2023.
The notice convening the General Meeting and setting out the
Resolutions to be considered at it will be set out in the Circular
which is expected to be made available to Shareholders later today,
draft extracts of which can be found in the Appendix to this
announcement.
Capitalised terms in this announcement, unless otherwise
defined, have the same meaning as will be set out in the
Circular.
Expected Timetable of Principal Events
Event Time and/or date(1)(2)
Announcement of the proposed 12 January 2023
Cancellation, Re-registration,
adoption of New Articles
Publication and posting of the 12 January 2023
Circular
Latest time for receipt of votes 10.30am 1 February 2023
in respect of the General Meeting
General Meeting 10.30am 3 February 2023
Announcement of the results 3 February 2023
of the General Meeting
Last day of dealings in Ordinary 10 February 2023
Shares on AIM
Cancellation 13 February 2023
Re-registration as a private Week commencing 20 February
company 2023
Notes:
(1) All of the times referred to in this Document refer to
London time, unless otherwise stated.
(2) Each of the times and dates in the above timetable are
subject to change. If any of the above times and/or dates change,
the revised times and dates will be notified to Shareholders by an
announcement through a Regulatory Information Service.
(3) All events listed in the above timetable following the
General Meeting are conditional on the passing at the General
Meeting of the Resolutions.
Recommendation
The Directors consider that the Cancellation and the
Re-registration and adoption of the New Articles are in the best
interests of the Company and its Shareholders as a whole and,
therefore, unanimously recommend that Shareholders vote in favour
of the Resolutions at the General Meeting as Gary Marshall, Graeme
Campbell and Peter Ward (being the Directors who are interested in
Ordinary Shares) intend to vote, or procure the vote, in respect
of, in aggregate, 790,000 Ordinary Shares to which they are
beneficially entitled.
Certain other Shareholders have also given irrevocable
undertakings or letters of intent to vote in favour of the
Resolutions as detailed in this announcement.
A copy of the Circular and the New Articles will be made
available on the Morses Club PLC website
www.morsesclubplc.com/investors/key-corporate-documents .
Update on Scheme of Arrangement
The Company continues to progress the proposed Scheme of
Arrangement in preparation for the Court convening hearing
scheduled for 7 March 2023. This includes the proposals regarding
the need to raise GBP15m of equity funding for the contribution to
the Scheme compensation fund. Further to previous announcements,
the Company can confirm that the Shareholder general meeting to
approve share dilution and equity raise will be held after the
Scheme sanction hearing.
For more information contact
Morses Club PLC
Gary Marshall, Chief Executive
Graeme Campbell, Chief Financial
Officer 44 (0) 330 045 0719
Blackdown Partners Limited
(Financial Adviser)
Tom Fyson
Julian Collett +44 (0) 20 3807 8484
Peel Hunt (Nominated Adviser,
Financial adviser and Broker)
Paul Shackleton
Andrew Buchanan
Sam Milford (Investment Banking
Division) +44 (0) 20 7418 8900
Camarco
Jennifer Renwick
Charlotte Hollinshead +44 (0) 20 3757 4994
About Morses Club PLC
Morses Club is an established provider of non-standard financial
services in the UK. The Group consists of Morses Club, the UK's
largest home collected credit ("HCC") provider(1) , and Shelby
Finance Limited, Morses Club's digital division, which operates
under the online brand Dot Dot Loans, an online lending provider.
The Group's growing digital capabilities and scalable, highly
invested IT platform has enabled Morses Club to deliver a broad
range of lending products and services to the non-standard credit
market.
UK HCC is considered to be a specialised segment of the broader
UK non-standard credit market. UK HCC loans are typically small,
unsecured cash loans delivered directly to customers' homes.
Morses Club's HCC division is the largest UK HCC lender with
116,000 customers throughout the UK. The HCC division enjoys
consistently high customer satisfaction scores of 95%(2) . In 2019,
the Company introduced an online customer portal for its HCC
customers, which now has over 95,000 registered customers, 82% of
HCC customers.
The Group's Digital division, Shelby Finance, operates under the
online brand Dot Dot Loans, providing online instalment loans of up
to 48 months to c. 25,000 active customers.
Morses Club was listed on AIM in May 2016.
About the UK non-standard credit market
The UK non-standard credit market, of which UK HCC is a subset,
consists of both secured and unsecured lending and is estimated to
comprise around 12 million consumers(3) and total loan receivables
of GBP9.6bn(3) .
Non-standard credit is the provision of secured and unsecured
credit to consumers other than through mainstream lenders. Lenders
providing non-standard credit principally lend on an unsecured
basis and the market is characterised by high frequency borrowing.
Approximately 2 million people move annually between standard and
non-standard markets(4) .
Since November 2014, unsecured personal lending has grown from
GBP162 billion to GBP225 billion in February 2020. It has since
contracted to GBP197 billion in August 2021(5) .
1 Based on Net Loan Book of GBP45.3m as at 28 August 2021
2 Independent Customer Satisfaction Survey conducted by
Mustard
3 FCA High Cost Credit Review Technical Annex 1: CRA data
analysis of UK personal debt - July 2017
4 Apex Insight - Non-Prime Consumer Credit: UK Market Insight
Report - December 2020
5 Table A5.2, Bank of England Money and Credit Bank stats August
2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT
AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE
REGULATION) AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 AS AMED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
APPIX - EXTRACTS FROM THE DRAFT CIRCULAR TO SHAREHOLDERS
Background to and reasons for the Cancellation and
Re-registration
The Directors have undertaken a review to evaluate the benefits
and drawbacks to the Company and its Shareholders of retaining the
listing of the Ordinary Shares on AIM. This review has included,
amongst other matters, the compatibility of the requirements for
transparency within public markets, the public market share trading
and valuation volatility of the Company and the increasing costs of
maintaining a public listing. For these reasons, the Directors have
concluded that the Cancellation and Re-registration are in the best
interests of the Company and its Shareholders as a whole. Further
details of the background to and reasons for the Cancellation and
Re-registration are set out below.
-- The Directors believe that a number of factors have impaired
investor sentiment towards the Company, including amongst others:
(a) the ongoing material uncertainty arising from the current
complaints situation as detailed in the Company's annual report and
accounts for the year ending 26 February 2022 and in the Company's
RNS announcement dated 13 December 2022; (b) current market
conditions; and (c) short term UK market volatility.
-- There has been limited liquidity in the Ordinary Shares for
some time and, as a result, the Directors believe that continued
admission to trading on AIM no longer sufficiently provides the
Company with the advantage of providing access to capital in the
medium to longer-term, nor, in the opinion of the Directors,
provides significant liquidity to investors. As a result, and with
a current market capitalisation of approximately GBP1.5 million,
the Directors have concluded that the most likely source of future
funds will be through private capital.
-- The significant cost, management time and legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM is, in the Directors' opinion,
disproportionate to the benefits of the Company's continued
admission to trading on AIM. As previously announced, if the Scheme
is sanctioned, the Company will be required to contribute GBP5m
into the compensation fund which is required to fund the Scheme. In
the absence of such contribution, the Company would need to
commence insolvency proceedings. It is the Directors' view that the
expected cost savings that would be achieved from the proposed
Cancellation would form an important part of such contribution, and
thereby protect against a future deterioration in the Company's
financial position and the Company's risk of insolvency.
-- The Company wishes to seek the Cancellation now so that there
is clarity for Shareholders and potential investors as to the
status of the Company prior to the Fundraise which is proposed to
fund the Scheme. If such funding is not received and the Scheme
does not proceed, then the Directors continue to believe that the
Company could no longer continue as a going concern and it will
need to commence insolvency proceedings.
As a result of the above factors, following careful
consideration, the Directors believe that it is in the best
interests of the Company and Shareholders to seek the proposed
Cancellation and Re-registration.
In addition, in connection with the Re-registration, it is
proposed that the New Articles be adopted to reflect the change in
the Company's status to a private limited company. The principal
effects of the Re-registration and the adoption of the New Articles
on the rights and obligations of Shareholders and the Company are
summarised in the Circular to be posted to Shareholders.
Process for, and principal effects of, the Cancellation
The Directors are aware that certain Shareholders may be unable
or unwilling to hold Ordinary Shares in the event that the
Cancellation is approved and becomes effective. Such Shareholders
should consider selling their interests in the market prior to the
Cancellation becoming effective.
Under the AIM Rules, the Company is required to give at least 20
clear Business Days' notice of Cancellation. Additionally,
Cancellation will not take effect until at least five clear
business days have passed following the passing of the Cancellation
Resolution. If the Cancellation Resolution is passed at the General
Meeting, it is proposed that the last day of trading in Ordinary
Shares on AIM will be 10 February 2023 and that the Cancellation
will take effect at 7.00 am on 13 February 2023.
The principal effects of the Cancellation will include the
following:
-- there will be no formal market mechanism enabling the
Shareholders to trade Ordinary Shares;
-- it is possible that, following the publication of this
Document, the liquidity and marketability of the Ordinary Shares
are reduced and their value adversely affected (however, as set out
above, the Directors believe that the existing liquidity in the
Ordinary Shares is in any event limited);
-- the Ordinary Shares may be more dif cult to sell;
-- in the absence of a formal market and quote, it may be dif
cult for Shareholders to determine the market value of their
investment in the Company at any given time;
-- the regulatory and nancial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply;
-- shareholders will lose certain protections to minority
shareholders under the AIM rules, such as the independence of the
Board and scrutiny of transactions with Related Parties, allowing
larger shareholders to exercise more influence and control;
-- the Company will no longer be required to seek shareholder
approval, where applicable, for reverse takeovers and fundamental
changes in the Company's business;
-- the Company will not be bound to announce material
developments as required by the AIM Rules, such as the interim
results, final results, substantial transactions, related party
transactions, and the information maintained on the Company's
website under AIM Rule 26;
-- the Company will no longer be subject to UK MAR regulating
inside information and other matters;
-- the Company currently follows the 2018 UK Corporate
Governance Code. Following Cancellation it will no longer be
required to follow a recognised corporate governance code;
-- the Company will no longer be required to publicly disclose
any change in major shareholdings in the Company under the
Disclosure Guidance and Transparency Rules;
-- Peel Hunt will cease to be Nominated Adviser to the Company;
-- whilst the Company's CREST facility will remain in place
immediately post the Cancellation, the Company's CREST facility may
be cancelled in the future and, although the Ordinary Shares will
remain transferable, they may cease to be transferable through
CREST (in which case, Shareholders who hold Ordinary Shares in
CREST will receive share certi cates);
-- stamp duty will be due on transfers of shares and agreements
to transfer shares unless a relevant exemption or relief applies to
a particular transfer; and
-- the Cancellation and Re-registration may have personal
taxation consequences for Shareholders. Shareholders who are in any
doubt about their tax position should consult their own
professional independent tax adviser.
The above considerations are not exhaustive, and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
For the avoidance of doubt, the Company will remain registered
with the Registrar of Companies in England and Wales in accordance
with and, subject to the Companies Act, notwithstanding the
Cancellation and Re-registration.
The Company currently intends to continue to provide certain
facilities and services to Shareholders that they currently enjoy
as shareholders of an AIM company. The Company will:
-- continue to maintain its website, www.morsesclubplc.com,
although Shareholders should be aware that there will be no
obligation on the Company to include all of the information
required under the Disclosure Guidance and Transparency Rules, Rule
26 of the AIM Rules or to update the website as required by the AIM
Rules; and
-- continue to communicate to Shareholders (via its website)
information about the Company including annual accounts (as
required by the Companies Act) and half yearly trading updates,
with accompanying presentations.
Following Cancellation, the Directors will be focussed on the
long term recovery in the Company's business and anticipate this
taking place over a 3-5 year time horizon post Cancellation. The
Directors will at this stage consider the options for the Company,
with such options expected to include a potential sale or exit for
its shareholders.
The Resolutions to be proposed at the General Meeting include
the adoption of the New Articles, with effect from the
Re-registration. A summary of the principal effect of
Re-registration and adoption of the New Articles on Shareholders
will be included in the Circular. A copy of the New Articles can be
viewed at www.morsesclubplc.com/investors/key-corporate-documents
.
Transactions in the Ordinary Shares prior to and post the
proposed Cancellation
Prior to Cancellation
Shareholders should note that they are able to continue trading
in the Ordinary Shares on AIM prior to Cancellation.
Dealing and settlement arrangements
The Directors are aware that Shareholders may wish to acquire or
dispose of Ordinary Shares in the Company following the
Cancellation. The Company has appointed Asset Match
(www.assetmatch.com) to facilitate trading in the Ordinary Shares
on a matched bargain basis following Cancellation ("Matched Bargain
Facility"). Asset Match, a firm authorised and regulated by the
Financial Conduct Authority, will operate an electronic off-market
dealing facility for the Ordinary Shares. This facility will allow
existing shareholders of the Company and new investors to trade
Ordinary Shares by matching buyers and sellers through periodic
auctions. Investors can register their interest for further
information on the Asset Match auction process by emailing
dealing@assetmatch.com .
The Asset Match trading facility operates under its own code of
practice, which governs the behaviour of participants and the
running of the periodic auctions. Asset Match operates an open
auction system where volumes of bids and offers at different prices
are displayed on its website together with the closing date of the
auction. At the end of each auction period, Asset Match pass this
information through a non-discretionary algorithm that determines a
"market-derived" share price based on supply and demand and
allocates transactions accordingly. Bids and offers may be made and
withdrawn at any time before the closing date of each auction.
Shareholders will continue to be able to hold their shares in
uncertificated form (i.e. in CREST) and should check with their
existing stockbroker whether they are willing or able to trade in
unquoted shares. Shareholders wishing to trade shares through Asset
Match must do so through a stockbroker. A comprehensive list of
stockbrokers who have signed up to access the Asset Match platform
is available on request.
Full details will be made available to Shareholders on the
Company's website at www.morsesclubplc.com and directly by letter
or e-mail (where appropriate). Shareholders may contact Asset Match
in relation to any queries regarding trading via the secondary
market trading facility by emailing dealing@assetmatch.com .
The Matched Bargain Facility will operate for a minimum of
twelve months after Cancellation. The Directors' current intention
is that it will continue beyond that time but Shareholders should
note that it could be withdrawn. Further details will be
communicated to the Shareholders at the relevant time.
If Shareholders wish to buy or sell Ordinary Shares on AIM, they
must do so prior to the Cancellation becoming effective. As noted
above, in the event that Shareholders approve the Cancellation, it
is anticipated that the last day of dealings in the Ordinary Shares
on AIM will be 10 February 2023 and that the effective date of the
Cancellation will be 13 February 2023.
Current Trading, Strategy and Prospects
Notwithstanding the information and rationale provided within
this Circular, attention is also drawn to the recent communication
of the Company's interim financial results, trading performance and
other updates which can be accessed at
https://www.morsesclubplc.com/news-media/regulatory-news/
specifically:
- Interim Results (24 November 2022);
- Issue of Practice Statement Letter and update on Scheme of
Arrangement (13 December 2022); and
- Extension of Term-Out Clause (15 December 2022).
Re-registration
As set out above, following the Cancellation, the Directors
believe that the requirements and associated costs of the Company
maintaining its public company status will be difficult to justify
and that the Company will benefit from the more flexible
requirements and lower costs associated with private limited
company status. It is therefore proposed to re-register the Company
as a private limited company. In connection with the
Re-registration, it is proposed that the New Articles be adopted to
reflect the change in the Company's status to a private limited
company. The principal effects of the Re-registration and the
adoption of the New Articles on the rights and obligations of
Shareholders and the Company are summarised in the Circular to be
sent to Shareholders.
An application will be made to the Registrar of Companies for
the Company to be re-registered as a private limited company.
Re-registration will take effect when the Registrar of Companies
issues a certificate of incorporation on Re-registration when it is
satisfied that no valid application can be made to cancel the
resolution to re-register as a private limited company or that any
such application to cancel the resolution to re-register as a
private limited company has been determined and confirmed by the
Court.
Takeover Code
The Takeover Code applies to all offers for companies which have
their registered offices in the United Kingdom, the Channel Islands
or the Isle of Man if any of their equity share capital or other
transferable securities carrying voting rights are admitted to
trading on a regulated market or a multilateral trading facility in
the United Kingdom or on any stock exchange in the Channel Islands
or the Isle of Man.
The Takeover Code also applies to all offers for companies (both
public and private) which have their registered offices in the
United Kingdom, the Channel Islands or the Isle of Man and which
are considered by the Panel to have their place of central
management and control in the United Kingdom, the Channel Islands
or the Isle of Man, but in relation to private companies only if
one of a number of conditions are met, including that any of the
company's equity share capital or other transferable securities
carrying voting rights have been admitted to trading on a regulated
market or a multilateral trading facility in the United Kingdom or
on any stock exchange in the Channel Islands or the Isle of Man at
any time in the preceding 10 years.
Following the Cancellation and the Re-registration, the Takeover
Code will continue to apply for a period of ten years from the
Cancellation provided that the Company is considered by the
Takeover Panel to have its place of central management and control
in the United Kingdom, the Channel Islands or the Isle of Man. This
is known as the "residency test". The way in which the test for
central management and control is applied for the purposes of the
Takeover Code may be different from the way in which it is applied
by the United Kingdom tax authorities, HMRC. Under the Takeover
Code, the Takeover Panel looks to where the majority of the
Directors are resident, amongst other factors, for the purposes of
determining where the Company has its place of central management
and control.
Based on the current position of the Board, the residency test
will be satisfied and the Takeover Code will continue to apply to
the Company following the Cancellation and the Re-registration.
However, the Takeover Code could cease to apply to the Company in
the future if any changes to the composition of the Board result in
the majority of the Directors not being resident in the United
Kingdom, the Channel Islands and Isle of Man.
Process for Cancellation
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by Shareholders holding not less than 75 per cent.
of votes cast by Shareholders at the General Meeting. Accordingly,
the Notice of General Meeting to be set out in the Circular
contains a special resolution to approve the Cancellation.
Furthermore, Rule 41 of the AIM Rules requires any AIM company
that wishes the London Stock Exchange to cancel the admission of
its shares to trading on AIM to notify shareholders and to
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date. In
accordance with AIM Rule 41, the Directors have notified the London
Stock Exchange of the Company's intention, subject to the
Cancellation Resolution being passed at the General Meeting, to
cancel the Company's admission of the Ordinary Shares to trading on
AIM on 13 February 2023. Accordingly, if the Cancellation
Resolution is passed, the Cancellation will become effective at
7.00 am on 13 February 2023. If the Cancellation becomes effective,
Peel Hunt LLP will cease to be the nominated advisor of the Company
and the Company will no longer be required to comply with the AIM
Rules.
Blackdown Partners Limited ("Blackdown"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for the Company and for no one else
in connection with the subject matter of this announcement and will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement. Neither
Blackdown nor any of its affiliates, directors, officers,
employees, advisers or agents owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether
in contract, in tort, under statute or otherwise) to any person who
is not a client of Blackdown in connection with this announcement,
any statement contained herein or otherwise.
END
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