TIDMNTA
RNS Number : 7498U
Northacre PLC
05 December 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION.
Northacre PLC
("Northacre" or "the Company")
Proposed Open Offer and Cash Box Acquisition
Northacre is pleased to announce that it has today posted to
Shareholders a circular (the "Circular"), setting out proposals
whereby the Company will, conditional upon, inter alia, approval by
Shareholders, raise a total of approximately GBP12.5 million
(before expenses)(the "Fundraising") by way of:
-- an Open Offer for 5,177,968 New Ordinary Shares; and
-- the acquisition from Spadille, the Company's majority
shareholder, of a new company which has not traded and whose sole
asset will (prior to the Company entering into the Acquisition
Agreement or it becoming effective) be cash of approximately GBP8.4
million, in consideration for the issue to Spadille of 10,433,927
Consideration Shares
in each case at a price of 80 pence per New Ordinary Share,
representing a premium of 3.2 per cent. to the Closing Price per
Existing Ordinary Share on 4 December 2013.
The net proceeds of the Fundraising will provide the Company
with a significantly strengthened balance sheet, which the
Directors believe is necessary in order to enhance the Company's
ability to secure and fund development opportunities, as and when
they arise, in a highly competitive market.
The Open Offer has been proposed so as to provide Qualifying
Shareholders with an opportunity to participate in the Fundraising
and to maintain their percentage shareholdings in the Enlarged
Share Capital as nearly as is practically possible. To facilitate
this, Spadille have undertaken not to participate in the Open
Offer. The Open Offer is fully underwritten by Spadille.
Further details of the Fundraising, including the terms and
conditions of the Open Offer and what action Shareholders may take,
are set out in the Circular. A copy of the Circular will be made
available on the Company's website (www.northacre.com) and extracts
thereof are set out below.
Unless otherwise stated, terms and expressions defined in the
Circular have the same meaning in this announcement.
Enquiries:
Northacre PLC Tel: 020 7349 8000
Klas Nilsson (Non-Executive Chairman)
Niccolò Barattieri di San Pietro (Chief Executive Officer)
finnCap Ltd Tel: 020 7220 0500
Stuart Andrews
Henrik Persson
The information reproduced below is extracted from the Circular
as has been posted to Shareholders today. The full Circular will
shortly be available on the Company's website:
www.northacre.com
Cash Box Acquisition, Open Offer and Notice of General
Meeting
1. INTRODUCTION
Northacre has today announced that it proposes to raise, in
total, approximately GBP12.5 million (before expenses) by:
-- the issue of 5,177,968 new Ordinary Shares (being the Open
Offer Shares) at the Offer Price pursuant to the Open Offer (in
respect of approximately GBP4.1 million); and
-- the acquisition from Spadille of the entire issued share
capital of the Cash Box Company, a company whose sole asset is
intended to be cash of approximately GBP8.4 million, in
consideration for which the Company proposes to issue 10,433,927
new Ordinary Shares, being the Consideration Shares, at the Offer
Price.
The net proceeds of the Open Offer and the cash to which the
Company will have access subsequent to the Cash Box Acquisition
will provide the Company with a significantly strengthened balance
sheet, which the Directors believe will enable the Company more
easily to secure and fund development opportunities. Further
information on the background and use of proceeds is set out
below.
The Company has agreed to issue the Consideration Shares at the
Offer Price of 80 pence per new Ordinary Share. The Offer Price
represents a premium of 3.2 per cent. to the Closing Price of 77.5
pence per Existing Ordinary Share on 4 December 2013, being the
last practicable date before the posting of this document.
The Directors are committed to fully safeguarding the
pre-emption rights of Shareholders, and therefore have proposed the
Open Offer at the Offer Price to provide Qualifying Shareholders
with an opportunity to participate in the proposed issue of new
Ordinary Shares and to maintain their percentage shareholdings in
the Enlarged Share Capital (as it will be following the issue of
the Open Offer Shares and the Consideration Shares) as nearly as is
practically possible at the same percentage as that held by them
prior to the issue of the New Ordinary Shares.
In order to achieve this, Spadille, which currently holds
17,861,400 Existing Ordinary Shares, representing approximately
66.8 per cent. of the Existing Ordinary Shares, has irrevocably
undertaken not to apply for any Open Offer Shares under the Open
Offer, which will result in approximately 3,460,820 Open Offer
Shares being available under the Excess Application Facility.
Under the Open Offer, the Company is providing all Qualifying
Shareholders with the opportunity to subscribe for an aggregate of
5,177,968 Open Offer Shares, to raise approximately GBP4.1 million
before expenses, on the basis set out below at 80 pence per Open
Offer Share, payable in full on acceptance:
(a) 1.9376 Open Offer Shares for every 10 Existing Ordinary
Shares held by Qualifying Shareholders
on the Record Date and so in proportion for any other number of
Ordinary Shares then held; and
(b) Excess Shares over and above their Open Offer Entitlements
through the Excess Application Facility up to a maximum of the
relevant Excess Open Offer Entitlement Limit.
The total number of Excess Offer Entitlements available to each
Qualifying Shareholder, together with each Qualifying Shareholder's
Open Offer Entitlements, have been calculated such as to provide
Qualifying Shareholders with an opportunity to maintain their
percentage shareholdings in the Enlarged Share Capital as nearly as
is practically possible.
Fractions will be rounded down to the nearest whole number.
In order to comply with the provisions of the Companies Act, the
offer of Open Offer Shares to Qualifying Non-EEA Shareholders
(being those who have no registered address in the European
Economic Area and have not given to the Company any address within
the European Economic Area for the service of notices), will be
made pursuant to section 562(3) of the Companies Act by way of a
notice in the London Gazette. Such Qualifying Non-EEA Shareholders
should see paragraphs 8 and 9 of Part 2 of this document for
further information.
The Open Offer is being underwritten by Spadille. Any Open Offer
Shares not taken up by Qualifying Shareholders will be issued by
the Company to Spadille at the Offer Price pursuant to the
Underwriting Agreement.
As the allotment and issue of the New Ordinary Shares will
exceed the Directors' existing authority to allot shares, a General
Meeting is being called to seek Shareholders' approval to grant the
required authority to enable the Directors to complete the Open
Offer and the Cash Box Acquisition. The Resolution will be put to
the General Meeting of the Company to be held at 10.00 a.m. on
Monday, 23 December 2013. The Notice convening the General Meeting
is set out at the end of this document and a Form of Proxy is also
enclosed for you to complete. This letter includes an explanation
of the Resolution.
The Open Offer is conditional upon the approval by Shareholders
of the Resolution which will be proposed at the General Meeting,
the Cash Box Acquisition being completed and on Admission of the
Open Offer Shares. If these conditions are not fulfilled by 24
December 2013, or such later date as the Company and finnCap may
agree (not being later than 10 January 2014), the Open Offer as
currently envisaged will not proceed.
The Cash Box Acquisition is conditional upon the approval by
Shareholders of the Resolution which will be proposed at the
General Meeting and on Admission of the Consideration Shares. If
these conditions are not fulfilled by 24 December 2013, or such
later date as the Company and Spadille may agree (not being later
than 10 January 2014), the Cash Box Acquisition, and consequently
the Open Offer, as currently envisaged will not proceed.
The purpose of this document is to explain the background to the
Open Offer and the Cash Box Acquisition and to set out the reasons
why the Board believes that they are in the best interests of the
Company and its Shareholders.
2. INFORMATION ON THE COMPANY
Northacre is engaged in property development, development
management and the provision of interior design services for high
quality residential property schemes, with recent such work having
been focused on attractive developments in sought-after areas of
London. Its work to date has included some of the most prestigious
residential developments in London, including the Lancasters,
Bromptons and Phillimores, amongst many others. It is the Company's
aim to become recognised as a leading developer of luxury
residential properties in Central London. Northacre has two
operating segments, being development management and interior
design.
The Company's success with the Lancasters development has not
only provided significant financial support to the Company but has
also significantly enhanced its position within the highly
competitive market in which it operates. Working with ADCM, and
leveraging its market position, the Company has in recent months
sought to build a pipeline of work, including:
-- on 22 August 2013, Northacre announced the acquisition of a
15 per cent. equity interest in the special purpose vehicle company
which owns 33 Thurloe Square, London and was subsequently appointed
as development manager, with a mandate to refurbish and deliver a
highly desirable, exquisite single residence; and
-- on 18 September 2013, the Company committed to invest in a
development project at 1 Palace Street, London, a large, partially
listed former UK government building adjacent to Buckingham Palace
with planning permission for a conversion to a significant
residential scheme and Northacre expects to be appointed soon as
development manager to this project.
The Company generates income from development management fees
from each project on which it is appointed as development manager,
and where possible, also from ancillary interior design.
Market practice normally requires the alignment of interests
between the development manager and the principal equity owners in
a development such that the appointment of a development manager is
often dependent on its ability to make an equity investment in
projects. The Company additionally recognises that superior
shareholder returns can only be generated from participating in
these developments through significant equity investment and
carried interests.
3. BACKGROUND TO AND REASONS FOR THE OPEN OFFER AND THE CASH BOX
ACQUISITION
On 15 March 2013, Spadille announced completion of the
acquisition of a controlling interest in the Company. Spadille
announced that it believed that securing funding for development
projects was the greatest challenge facing residential property
developers and that it was its strategy, subsequent to completion
of the acquisition, to enhance Northacre's access to sources of
funding for development and working capital purposes.
The Company has to date committed a total of GBP12.2 million in
capital, excluding associated working capital requirements, to fund
its investments in the projects outlined above. Whilst the Company
could finance these projects from existing resources and expected
future receipts from the Lancasters development and associated cash
inflows, the Directors believe that the Company would not have the
balance sheet strength to secure further compelling projects with
the potential to deliver significant returns.
The Board however believes that there are further opportunities
available for maintaining this momentum, and that the recent growth
of the Company can only be sustained by the acquisition of further
equity interests in a pipeline of attractive projects which fits
its investment and operational criteria. In addition to the
Company's employees' technical skills, the Board believes that its
competitive advantage in this market, where it competes against
significantly larger, well-known names, comes through agility and
speed of execution.
Whilst there can be no assurance that further projects will be
secured, or on what terms, set out below are current examples of
the Company's pipeline of potential projects which highlight the
level of investment that the Company expects to be required in
order to secure these projects.
Project PCL - the Company has made an offer, with a view to
securing exclusivity and due diligence access, in respect of a
potential conversion of an existing hotel property in the
Kensington & Chelsea region of London, to a residential
development with a surface of 50,000 sq.ft. The Board is currently
forecasting that this opportunity will require an equity investment
of approximately GBP10 million, payable during March 2014.
-- Project Riverfront - the Company has identified and is
undertaking due diligence on a substantial property, with existing
consents for a residential development, which will consist of the
full demolition of the existing structure and a new build of
280,000 sq.ft., with 165,000 net sellable sq.ft. The project has
budgeted net costs at present of GBP230 million, with a potential
value when completed of GBP320 million, equating to an average
selling price of GBP1,900 per sq.ft. At present, the Company
expects that an equity investment of GBP10 million would be
required in order to both secure the project and to generate
attractive shareholder return.
As such, the Board firmly believes that the net proceeds of the
Open Offer and the access to the cash resulting from the Cash Box
Acquisition will provide the Company with the requisite financing
to take advantage of these opportunities, and others, as and when
they arise. The Company further recognises the advantages which a
strong balance sheet will provide in a market where the Company
competes against substantially larger, well-known names.
4. CURRENT TRADING AND PROSPECTS
On 19 November 2013, the Company announced its interim results
for the six months ended 31 August 2013. Since that date, the
Company has continued to trade in line with its expectations.
During August and September 2013, the Company paid a total of
GBP1.4 million towards its GBP2.2 million equity commitment in
Thurloe Square and a total of GBP3.4 million towards its GBP10
million equity commitment in 1 Palace Street.
The Company is currently in advanced discussions to acquire the
interest of Minerva Limited ("Minerva") in Lancaster Gate (Hyde
Park) Limited, the company established by Northacre and Minerva as
a joint venture to manage and develop the Lancasters project. Once
completed, this will entitle Northacre to receive, in full, any
future proceeds from the Lancasters project and in return the
Company will take on the ongoing snagging obligations which are
expected to be completed by June 2014. The Directors do not believe
that the purchase of Minerva's stake and taking on the snagging
process will have a material effect on the Company's operations or
financial performance and is expected to result in an earlier than
expected receipt of the final dividend from the Lancasters
development. This transaction is expected to be completed during
December 2013.
5. USE OF PROCEEDS
The Open Offer is expected to raise net proceeds of
approximately GBP4.1 million. In addition, the Cash Box Acquisition
will provide the Company with access to the amount of approximately
GBP8.4 million in cash.
The Company intends to deploy a proportion of the net proceeds
of the Open Offer and the cash accessible to it pursuant to the
Cash Box Acquisition to fund equity investments and working capital
on existing development projects. Additionally, the Company
requires further financial strength in order to take advantage of a
number of compelling and accretive development projects.
Furthermore, the Board recognises the comfort that can be drawn by
the Company's partners, clients and other stakeholders from a
strong balance sheet.
6. DETAILS OF THE CASH BOX ACQUISITION
The Company will acquire the entire issued share capital of the
Cash Box Company from Spadille for a consideration of approximately
GBP8.4 million, to be satisfied in full by the issue of 10,433,927
new Ordinary Shares (being the Consideration Shares), credited as
fully paid, at an issue price of 80 pence per new Ordinary Share,
representing a premium of 3.2 per cent. to the Closing Price of 80
pence per Existing Ordinary Share on 4 December 2013, being the
last practicable date before the posting of this document.
As of the date on which the Cash Box Acquisition completes
(which is currently expected to be 24 December 2013) the principal
asset of the Cash Box Company is intended to be cash of
GBP8,347,141.60, and the purpose of the Cash Box Acquisition is to
provide the Group with access to this amount as additional capital
to fund in part its future activities, as described above. This
amount of cash is intended to be put into the Cash Box Company
wholly before such date. It should be noted that the Cash Box
Company does not currently hold any cash, but that it will hold the
relevant cash before the Cash Box Acquisition is entered into or
becomes effective.
The Cash Box Acquisition is conditional on the passing of the
Resolution and on Admission of the Consideration Shares by no later
than by 24 December 2013, or such later date as the Company and
Spadille may agree (not being later than 10 January 2014), failing
which the Cash Box Acquisition (and consequently the Open Offer)
will lapse and will not be completed.
The agreement for the Cash Box Acquisition, entered into between
the Company and Spadille includes warranties from Spadille and
warranties to Spadille from the Company which the Independent
Directors consider appropriate to the transaction.
7. DETAILS OF THE UNDERWRITING
In terms of the Underwriting Agreement, the Company and Spadille
have agreed that Spadille will underwrite the Open Offer, and will
accordingly subscribe, at the Offer Price for any Open Offer Shares
not taken up by Qualifying Shareholders pursuant to valid
applications under the Open Offer.
No fees or underwriting commissions are payable by the Company
to Spadille in consideration of the underwriting. The Company has
given Spadille customary warranties and undertakings relating to
the Company's authority to issue the underwritten shares and to
their ranking and admission to trading on AIM. In addition,
Spadille has the right to terminate the Underwriting Agreement
before Admission in certain specific circumstances typical for an
agreement of this nature.
8. RELATED PARTY TRANSACTIONS - INDEPENDENT DIRECTORS' VIEWS
The Cash Box Acquisition and the issue of the Consideration
Shares to Spadille are classified as a related party transaction
under the AIM Rules, as Spadille is a substantial shareholder (as
defined by the AIM Rules) in the Company. The Underwriting
Agreement between Spadille and the Company similarly constitutes a
related party transaction under the AIM Rules.
The Independent Directors, (being the Board excluding Jassim
Alseddiqi and Mustafa Kheriba, as directors of Spadille and chief
executive and chief operating officer respectively of ADCM), having
consulted with finnCap, the Company's nominated adviser, consider
that the terms of the Cash Box Acquisition and the issue of the
Consideration Shares and the terms of the Underwriting Agreement
are respectively fair and reasonable insofar as Shareholders are
concerned.
9. PRINCIPAL TERMS AND CONDITIONS OF THE OPEN OFFER
The Company is proposing to raise approximately GBP4.1 million
(before expenses) by the Open Offer.
A total of 5,177,968 Open Offer Shares is being made available
to Qualifying Shareholders pursuant to the Open Offer at the Offer
Price, payable in full on acceptance. Any Open Offer Shares not
taken up by Qualifying Shareholders pursuant to valid applications
under the Open Offer (including under the Excess Application
Facility) will be issued to Spadille at the Offer Price pursuant to
the Underwriting Agreement.
Subject to fulfilment of the terms and conditions referred to in
this document, and where relevant, set out in the Application Form,
Qualifying Shareholders may apply for Open Offer Shares under the
Open Offer and for Excess Shares under the Excess Application
Facility, in each case at the Offer Price, payable in full on
acceptance, on the following basis:
1.9376 Open Offer Shares for every 10 Existing Ordinary
Shares
held by Qualifying Shareholders on the Record Date and so in
proportion for any other number of Ordinary Shares then held;
and
Excess Shares over and above their Open Offer Entitlements
through the Excess Application Facility up to a maximum of the
relevant Excess Open Offer Entitlement Limit, provided that they
have taken up their Open Offer Entitlements in full
Entitlements of Qualifying Shareholders will be rounded down to
the nearest whole number of Open Offer Shares. Fractional
entitlements will not be allocated and will be disregarded.
In order to comply with the provisions of the Companies Act, the
offer of Open Offer Shares to Qualifying Non-EEA Shareholders will
be made pursuant to section 562(3) of the Companies Act by way of
an appropriate notice in the London Gazette. The Open Offer is not
being made to Qualifying Non-EEA Shareholders by means of sending
this document or the Application Form to them, and nor will the
stock accounts of such Qualifying Non-EEA Shareholders who hold
Existing Ordinary Shares in CREST be credited with Open Offer
Entitlements or Excess Open Offer Entitlements. Such Qualifying
Shareholders should see paragraphs 8 and 9 of Part 2 of this
document for further information. The attention of all Overseas
Shareholders is drawn to paragraph 8 of Part 2 of this
document.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements as shown on the
relevant Application Form or credited to the relevant stock
account. Qualifying Shareholders are also being given the
opportunity, provided that they take up their Open Offer
Entitlements in full, to apply for Excess Shares up the Excess Open
Offer Entitlement Limit through the Excess Application
Facility.
Application has been made for the Open Offer Entitlements and
the Excess Open Offer Entitlements to be admitted to CREST. It is
expected that such Open Offer Entitlements and Excess Open Offer
Entitlements will be credited to CREST on Friday, 6 December 2013.
The Open Offer Entitlements and the Excess Open Offer Entitlements
will be enabled for settlement in CREST until 11.00 a.m. on Friday,
20 December 2013. Applications through the CREST system may only be
made by the Qualifying CREST Shareholder originally entitled or by
a person entitled by virtue of bona fide market claims. The Open
Offer Shares must be paid in full on application. The latest time
and date for receipt of completed Application Forms or CREST
application and payment in respect of the Open Offer is 11.00 a.m.
on Friday, 20 December 2013.
Qualifying Shareholders should be aware that the Open Offer is
not a rights issue. As such, Qualifying Shareholders should note
that their Application Forms are not negotiable documents and
cannot be traded. Qualifying CREST Shareholders should note that,
although their Open Offer Entitlements and Excess Open Offer
Entitlements will be credited to their CREST accounts (save in the
case of relevant Qualifying Non-EEA Shareholders), the Open Offer
Entitlements and Excess Open Offer Entitlements will not be
tradeable or listed and applications in respect of the Open Offer
may only be made by the Qualifying CREST Shareholder originally
entitled or by a person entitled by virtue of a bona fide market
claim. Open Offer Shares which are not taken up under the Open
Offer will not be sold in the market for the benefit of those who
do not apply under the Open Offer and Qualifying Shareholders who
do not apply to take up Open Offer Shares will have no rights under
the Open Offer. Any Open Offer Shares which are not taken up by
Qualifying Shareholders pursuant to valid applications under the
Open Offer will be issued to Spadille pursuant to the Underwriting
Agreement.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part 2 of this document and on the
Application Form.
The Open Offer is conditional on:
(a) the passing of the Resolution at the General Meeting;
(b) completion of the Cash Box Acquisition; and
(c) Admission of the Open Offer Shares,
occurring not later than 8.00 a.m. on 24 December 2013 (or such
later time and/or date as the Company and finnCap or Spadille, as
the case may be, may agree being no later than 8.00 a.m. on 10
January 2014).
Accordingly, if these conditions are not satisfied or waived
(where capable of waiver) by the above date, the Open Offer will
not proceed and any applications made by Qualifying Shareholders
will be rejected. In such circumstances, application monies will be
returned (at the applicant's sole risk), without payment of
interest, as soon as practicable thereafter.
The Open Offer Shares will be issued free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid after the date of their issue.
Application will be made to the London Stock Exchange for the
Admission of the Open Offer Shares to trading on AIM. It is
expected that Admission will occur and that dealings will commence
at 8.00 a.m. on Tuesday 24 December 2013 at which time it is also
expected that the Open Offer Shares will be enabled for settlement
in CREST.
Upon completion of the Open Offer and the Cash Box Acquisition,
the New Ordinary Shares will represent approximately 58.4 per cent.
of the Existing Ordinary Shares and approximately 36.9 per cent. of
the Company's Enlarged Share Capital.
Following the issue of the New Ordinary Shares, Qualifying
Shareholders who do not take up any of their entitlements in
respect of the Open Offer or who are not eligible to do so will
experience a dilution of 58.4 per cent. of their interests in the
Company as a result of the Open Offer.
10. DIRECTORS' AND MAJOR SHAREHOLDERS' SHAREHOLDINGS
As at 2 December 2013 (being the latest practicable date prior
to the date of this document), none of the Directors nor any person
connected with a Director within the meaning of section 252 to 255
of the Companies Act has any interest in the Company's share
capital).
As at 2 December 2013 (being the latest practicable date prior
to the date of this document) and as expected to be held
immediately following Admission the Company is aware of the
following existing Shareholders who by virtue of the notifications
made to it pursuant to the Companies Act and/or the Disclosure and
Transparency Rules, are or will immediately following Admission be
interested, directly or indirectly, in 3 per cent. or more of the
Company's issued share capital:
Before Following Admission
Name Number of Ordinary Percentage of voting Number of Ordinary Percentage of voting
Shares rights Shares rights
Spadille
Limited 17,861,400 66.84 28,295,327 66.84
DAMAC Invest
Co LLC 6,799,400 25.44 10,772,107 25.44
Mr. Ahmed
Ali Mukhtar
Al Yousuf 1,173,000 4.39 1,858,351 4.39
assuming full take-up of the Open Offer, including under the
Excess Application Facility
11. IMPORTANT NOTICE TO SHAREHOLDERS
The Board has been informed by Spadille that it remains its
intention, in due course and subject to Spadille having acquired
(whether as a consequence of the Cash Box Acquisition and/or
entering into the Underwriting Agreement, or otherwise) a holding
of not less than 75 per cent. of the Ordinary Shares in issue at
the relevant time, to seek a cancellation of the admission of the
Ordinary Shares to trading on AIM in accordance with rule 41 of the
AIM Rules. Such cancellation would be set out in a separate
circular to Shareholders and be conditional upon the approval of
not less than 75 per cent. of votes cast by Shareholders at a
general meeting.
Shareholders are advised that Spadille may, dependent upon the
number of Open Offer Shares taken up by Qualifying Shareholders in
the Open Offer and as a consequence of the issue of the
Consideration Shares and entry into the Underwriting Agreement,
acquire a holding of not less than 75 per cent. of the Enlarged
Share Capital.
Following any such cancellation, Shareholders' ability to trade
their Ordinary Shares is likely to be severely limited. Whilst
there can be no certainty that such an arrangement will be put in
place, or the price and other terms that would apply in the event
of such an arrangement, the Company may, in the event of such
cancellation, at the Directors' sole discretion, consider putting
in place a dealing facility to allow Shareholders to trade their
Ordinary Shares on a matched bargain basis.
12. GENERAL MEETING
A notice convening a General Meeting of the Company, to be held
at the offices of Northacre PLC, 8 Albion Riverside, 8 Hester Road,
London, SW11 4AX, at 10.00 a.m. on Monday, 23 December 2013 is set
out at the end of this document. At the General Meeting, the
following Resolution will be proposed as an ordinary
resolution:
Resolution
That the Directors be and they are hereby generally and
unconditionally authorised in accordance with section 551 of the
Companies Act 2006 to exercise all powers of the Company to allot
equity securities (as defined in section 560(1) of the Companies
Act 2006) in the Company up to an aggregate nominal amount of
GBP390,297.38 in connection with the Open Offer and the Cash Box
Acquisition respectively, (each as defined in the circular dated 5
December 2013, of which this notice forms part), provided that this
authority shall: (i) be in substitution for all previous
authorities pursuant to section 551 of the Companies Act 2006; and
(ii) expire on the date of the next annual general meeting of the
Company.
Spadille, in respect of 17,861,400 Existing Ordinary Shares in
aggregate representing approximately 66.8 per cent. of the existing
issued ordinary share capital of the Company, has irrevocably
undertaken to vote in favour of the Resolution to be proposed at
the General Meeting in respect of its entire beneficial holding of
Ordinary Shares.
13. ACTION TO BE TAKEN BY SHAREHOLDERS
General Meeting
Shareholders will find accompanying this circular a Form of
Proxy for use at the General Meeting.
Whether or not Shareholders intend to be present at the General
Meeting, they are requested to complete, sign and return the Form
of Proxy in accordance with the instructions printed on it as soon
as possible and, in any event, so as to arrive no later than 10.00
a.m. on Saturday, 21 December 2013. Completion and return of the
Form of Proxy will not affect Shareholders' right to attend and
vote in person at the General Meeting if they so wish. Further
information regarding the appointment of proxies can be found at
the end of this document.
In the case of non-registered Shareholders who receive these
materials through their broker or other intermediary, the
Shareholder should complete and send a letter of direction in
accordance with the instructions provided by their broker or other
intermediary.
In order for the Open Offer and the Cash Box Acquisition to
proceed, Shareholders will need to approve the Resolution set out
in the Notice of General Meeting. Since Spadille has irrevocably
undertaken to vote in favour of the Resolution, the Company expects
the Resolution to be passed at the General Meeting. However, if the
Resolution is not passed, the Open Offer and the Cash Box
Acquisition will not proceed, with the result that the anticipated
net proceeds of the Open Offer and the funds held in the Cash Box
Company will not become available to fund proposed upcoming
expenditure and achieve the objectives set by the Board and the
Company's business plans and growth prospects may be materially
adversely affected as a result.
Accordingly it is important that all Shareholders vote in favour
of the Resolution.
In respect of the Open Offer
Qualifying Non-CREST Shareholders wishing to apply for Open
Offer Shares must complete the Application Form in accordance with
the instructions set out in paragraph 4 of Part 2 of this document
and in the Application Form and return it with the appropriate
payment to Capita Asset Services, Corporate Actions, The Registry,
34 Beckenham Road, Beckenham, Kent, BR3 4TU, so as to arrive no
later than 11.00 a.m. on Friday, 20 December 2013. Qualifying
Shareholders should note that their Application Form is not a
negotiable document and cannot be traded.
Application has been made for the Open Offer Shares to be
admitted to CREST. It is expected that the relevant Open Offer
Entitlements and Excess Open Offer Entitlements will be admitted to
CREST at 8.00 am on 6 December 2013. The relevant Open Offer
Entitlements and Excess Open Offer Entitlements will also be
enabled for settlement in CREST at 8.00 a.m. on 6 December
2013.
Qualifying CREST Shareholders should note that, although the
relevant Open Offer Entitlements and Excess Open Offer Entitlements
will be admitted to CREST (save for those in respect of Qualifying
Non-EEA Shareholders) and be enabled for settlement, applications
in respect of entitlements under the Open Offer may only be made by
the Qualifying Shareholder originally entitled or by a person
entitled by virtue of a bona fide market claim.
If you are a Qualifying CREST Shareholder, no Application Form
will be sent to you. Qualifying CREST Shareholders (other than
those who are also Qualifying Non-EEA Shareholders) will have Open
Offer Entitlements and Excess Open Offer Entitlements credited to
their stock accounts in CREST. You should refer to the procedure
for application set out in paragraph 4 of Part 2 of this document.
The relevant CREST instructions must have settled in accordance
with the instructions in paragraph 4.2 of Part 2 of this document
by no later than 11.00 a.m. on 20 December 2013.
Qualifying CREST Shareholders who are CREST Sponsored Members
should refer to their CREST Sponsors regarding the action to be
taken in connection with this document and the Open Offer.
If you do not wish to apply for any Open Offer Shares under the
Open Offer, you should not complete or return the Application
Form.
Qualifying Non-EEA Shareholders should refer to the notice in
the London Gazette, by which the Open Offer is made to them. Such
Qualifying Non-EEA Shareholders will be able on personal
application to the Receiving Agents to inspect or obtain a copy of
this document and the Application Form and, subject to the terms
and conditions of the Open Offer, may use the Application Form to
apply for Open Offer Shares.
14. OVERSEAS SHAREHOLDERS
The attention of Shareholders who have registered addresses
outside the United Kingdom, or who are citizens or residents of
countries outside the United Kingdom, or who are holding Existing
Ordinary Shares for the benefit of such persons, (including,
without limitation, custodians, nominees, trustees and agents) or
who have a contractual or other legal obligation to forward this
document or the Application Form to such persons, is drawn to the
information which appears in paragraphs 8 and 9 of Part 2 of this
document.
In particular, Shareholders who have registered addresses in or
who are resident in, or who are citizens of, countries other than
the United Kingdom (including without limitation the United
States), should consult their professional advisers as to whether
they require any governmental or other consents or need to observe
any other formalities to enable them to take up their entitlements
under the Open Offer.
The Open Offer will be made to Qualifying EEA Shareholders by
means of the despatch of this document and an Application Form to
them or by the despatch of this document and the crediting of their
relevant stock accounts with Open Offer Entitlements and Excess
Open Offer Entitlements, as the case may be. The Open Offer will
only be made to Qualifying Non-EEA Shareholders, including those in
Restricted Jurisdictions, by means of the notice in the London
Gazette referred to in paragraph 9 of Part 2. All Qualifying
Shareholders should however be aware that the making or acceptance
of the Open Offer in certain jurisdictions, including without
limitation the United States and the other Restricted
Jurisdictions, may be restricted by the laws or regulatory
requirements of those jurisdictions. Although the Open Offer will
be made to Qualifying Non-EEA Shareholders by means of the notice
referred to above, subject to certain exceptions, the despatch of
this document and any accompanying Application Form do not
constitute an offer of the Open Offer Shares to any such Qualifying
Non-EEA Shareholders. The Open Offer Shares have not been and will
not be registered under the US Securities Act or under any relevant
laws of any other Restricted Jurisdiction and, subject to certain
exceptions, the Open Offer Shares and the Application Form may not
be offered, sold, resold, taken up, transferred, delivered or
distributed, directly or indirectly, within the United States or
any other Restricted Jurisdiction except pursuant to an applicable
exemption from registration requirements, or in a transaction not
subject thereto, and in compliance with applicable laws.
Except as otherwise agreed with the Company in writing, each
person who subscribes for or purchases Open Offer Shares will be
deemed to have represented, agreed and acknowledged that it is
located outside the United States (except as expressly permitted by
Regulation S under the Securities Act in connection with an
offshore transaction) and is acquiring the Open Offer Shares in an
offshore transaction in accordance with Rule 903 or Rule 904 under
the US Securities Act.
15. TAXATION
If you are in any doubt as to your tax position, or you are
subject to tax in a jurisdiction other than the United Kingdom, you
should consult your own independent tax adviser without delay.
16. INDEPENDENT DIRECTORS' RECOMMENDATION
The Independent Directors consider the Open Offer, the
Underwriting Agreement and the Cash Box Acquisition to be in the
best interests of the Company and its Shareholders as a whole.
Accordingly the Independent Directors unanimously recommend that
Shareholders vote in favour of the Resolution to be proposed at the
General Meeting.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlements under the Open Offer 5.00 p.m. on
Monday, 2 December 2013
Announcement of the Open Offer Thursday, 5 December 2013
Ex-entitlement Date 8.00 a.m. on Thursday, 5 December 2013
Posting of this document, the Form of Proxy and Thursday, 5
December 2013
the Application Form
Publication of London Gazette notice Friday, 6 December 2013
Open Offer Entitlements and Excess Open Offer Entitlements
Friday, 6 December 2013
credited to CREST stock accounts of relevant Qualifying CREST
Shareholders
Recommended latest time for requesting withdrawal of 4.30 p.m.
on Monday,
Open Offer Entitlements and Excess Open Offer 16 December
2013
Entitlements from CREST
Latest time for depositing Open Offer Entitlements 3.00 p.m. on
Tuesday,
and Excess Open Offer Entitlements into CREST 17 December
2013
Latest time for splitting Application Forms 3.00 p.m. on
Wednesday,
(to satisfy bona fide market claims only) 18 December 2013
Latest time for receipt of completed Application Forms 11.00
a.m. on Friday,
and payment in full under the Open Offer or settlement 20
December 2013
of relevant CREST instructions (as appropriate)
Latest time and date for receipt of Forms of 10.00 a.m. on
Saturday,
Proxy from Shareholders 21 December 2013
General Meeting 10.00 a.m. on Monday,
23 December 2013
Expected date of announcement of result of Monday, 23 December
2013
the General Meeting
Expected date for announcement of result of the Open Offer
Monday, 23 December 2013
Completion of the Cash Box Acquisition (subject to Admission)
Monday, 23 December 2013
Admission to AIM and commencement of dealings in the 8.00 a.m.
on Tuesday,
New Ordinary Shares on AIM 24 December 2013
Open Offer Shares credited to CREST stock accounts Tuesday, 24
December 2013
in uncertificated form
Despatch of definitive share certificates for Open Offer Shares
No later than
to be held in certificated form Friday, 3 January 2014
Notes:
1. References to times in this document and any accompanying
document are to London, United Kingdom time unless otherwise
stated.
2. The times and dates set out in the timetable above and
mentioned throughout this document may be adjusted by the Company,
in which event details of the new times and dates will be notified
to AIM and, where appropriate, Qualifying Shareholders, by means of
an announcement through a Regulatory Information Service.
3. Different deadlines and procedures for return of forms may apply in certain cases.
4. If you have any queries on the procedure for acceptance and
payment, you should contact Capita Asset Services on 0871 664 0321
(UK only) or +44 208 639 3399 (if calling outside the UK). This
Shareholder Helpline is available from 9.00 a.m. to 5.30 p.m.
(London time) Monday to Friday (except bank holidays). Calls from
within the UK are charged at ten pence per minute (including VAT)
plus your service provider's network extras. Calls to the helpline
from outside the UK will be charged at applicable international
rates. Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for security and
training purposes. For legal reasons, the helpline cannot provide
advice on the merits of the Open Offer nor give any financial,
legal or tax advice.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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