TIDMMCL
RNS Number : 8998O
Morses Club PLC
03 February 2023
3 February 2023
Morses Club PLC
Result of General Meeting
and
Matched Bargain Facility
Morses Club PLC (AIM: GB00BZ6C4F71, "Morses Club", the "Group",
or the "Company"), the established provider of non-standard credit
services, announces that, at the general meeting of the Company
held today, the special resolutions in respect of the proposed
cancellation of the admission of the Company's ordinary shares to
trading on AIM (the "Cancellation"), the re-registration of the
Company as a private limited company (the "Re-registration") and
the adoption of new articles of association were duly passed by
shareholders.
As set out in the circular to shareholders of 12 January 2023
(the "Circular"), the Cancellation will become effective on 13
February 2023 and it is expected that the Re-registration will
occur during week commencing 20 February 2023. Shareholders are
reminded that the last day of dealings on AIM in Morses Club
ordinary shares will be 10 February 2023.
Details of the number of proxy votes cast for, against and
withheld in respect of the Resolutions are set out below:
Special Resolution Votes For (Including Votes Against Votes Total (excluding Votes
Discretionary) Withheld) Withheld
No. of % No. % No. of % of issued No. of
shares of of shares of shares share capital shares
shares shares
voted voted
------------- -------- ----------- -------- ----------- ------------- --------------------
To approve
the
1. Cancellation 62,309,403 75.17 20,584,929 24.83 82,894,332 61.7 26,593
---------------- ------------- -------- ----------- -------- ----------- ------------- --------------------
Subject to
Resolution
1 becoming
effective,
(i) to approve
the
Re-registration
and (ii) to
approve and
adopt the
new articles
2. of association 62,305,978 75.17 20,585,379 24.73 82,891,357 61.7 29,568
---------------- ------------- -------- ----------- -------- ----------- ------------- --------------------
Transactions in the Ordinary Shares prior to and post
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 Post Cancellation
The Directors are aware that Shareholders may wish to acquire or
dispose of Ordinary Shares in the Company following 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 have been 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 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, 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.
A copy of the Circular is available on the Company's website
https://www.morsesclubplc.com/investors/key-corporate-documents/.
Capitalised terms in this announcement, unless otherwise
defined, have the same meaning as set out in the Circular.
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
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 AMENDED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
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END
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