13 December 2018
Results of Court Meeting and General Meeting
On 16 November 2018, Rasmala plc (“Old Rasmala”), the current parent company of the Group, announced details of proposals to cancel the admission of its shares to trading on AIM (the “Cancellation”) and to change the Group’s corporate structure by inserting a new company, incorporated in the British Virgin Islands (“New Rasmala”), as the ultimate parent company of the Group. The new corporate structure is to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act (the “Scheme”) and a scheme document was sent, or otherwise made available, to shareholders of Old Rasmala on 19 November 2018, containing information on the Scheme (the “Scheme Circular”).
Old Rasmala is pleased to announce that the Court Meeting to consider the Scheme and the General Meeting to consider the special resolution to approve the re-registration of Old Rasmala as a private limited company were each held today, and all resolutions were approved by the requisite majorities, as set out in further detail below.
Number of Scheme Shareholders voting and votes cast at Court Meeting
The results of the poll at the Court Meeting held today, 13 December 2018, were as follows:
Number of Scheme Shares voted
% of Scheme Shares cast for/against
Number of Scheme Shareholders who voted
% of Scheme Shareholders who cast vote for/against
Number of Scheme Shares voted as % of the issued ordinary share capital
Number of Old Rasmala Shareholders voting and votes cast at General Meeting
The results of the poll at the General Meeting held today, 13 December 2018, were as follows:
No. of Old Rasmala Shareholders voting
No. of Old Rasmala Shares voted
% of votes cast
1. Any proxy votes which were at the discretion of the chairman have been included in the “for” total.
2. The issued share capital as at the time of this announcement was 15,812,882 ordinary shares of 50p each and the number of votes per share is one. This figure has been used to calculate the percentage of issued share capital voted.
Next steps and timetable
The Scheme remains subject to the sanction by the Court at a court hearing (the “Scheme Sanction Hearing”). The Scheme Sanction Hearing, at which the Court will consider whether to exercise its discretion to sanction the Scheme, will take place on 17 December 2018 at the High Court of Justice, Business and Property Courts of England and Wales, Companies Court.
Subject to the Scheme receiving the sanction of the Court and the filing of the Court Order with the Registrar of Companies, the Scheme is expected to become effective on 18 December 2018.
It is expected that trading on AIM of Old Rasmala Shares will be suspended from 7.30 a.m. (London time) on 17 December 2018 and the last day of dealings in Old Rasmala Shares is therefore expected to be 14 December 2018.
On the date that the Scheme becomes effective, all Old Rasmala Shares will be transferred to New Rasmala and all Old Rasmala Shareholders will become shareholders of New Rasmala, which will be the holding company of an unquoted group.
Therefore, in order to allow shareholders who do not wish to remain investors in an unquoted group the opportunity to realise their investment, the Tender Offer is being made available to all Eligible Shareholders who are on the New Rasmala share register at the close of business on 29 January 2019, with the exception of holders in certain overseas jurisdictions. New Rasmala Shareholders can decide whether they want to tender all, some or none of their New Rasmala Shares.
The Tender Offer is conditional, inter alia, on the completion of the Scheme and Cancellation. Accordingly, it will open immediately following the time at which the Scheme becomes effective. The Tender Offer will remain open for six weeks and will close at 1.00 p.m. on 29 January 2019.
The Board is making no recommendation to Eligible Shareholders in relation to their participation in the Tender Offer.
A circular explaining the terms of the Tender Offer was posted to Old Rasmala Shareholders on 19 November 2018 (the “Tender Offer Circular”).
Letters of intent in relation to the Tender Offer
Shareholders holding, in aggregate, 2,362,669 Old Rasmala Shares, representing 15 per cent. of the issued shares of Old Rasmala as at 12 December 2018 (the latest practicable date before the publication of this announcement), have confirmed to the Company that they do not intend to participate in the Tender Offer.
Tel: +971 4 363 5600
Zak Hydari, CEO
Tel: +44 (0)20 7601 6100
Antonio Bossi, David Coaten, Bradley Wright
This announcement does not constitute an invitation or offer to sell, or the solicitation of an invitation or offer to buy, any security. None of the securities referred to in this announcement shall be sold, issued, subscribed for, purchased, exchanged or transferred in any jurisdiction in contravention of applicable law.
The New Rasmala Shares have not been, and will not be, registered under the US Securities Act. Neither the SEC nor any US state securities commission or regulatory authority has reviewed or approved this announcement or the Scheme. Any representation to the contrary is a criminal offence in the United States.
Stockdale Securities Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting as financial adviser and nominated adviser for the Company in connection with the Scheme and is not acting for and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the matters described in this announcement. Stockdale’s responsibilities as nominated adviser under the AIM Rules are solely owed to the London Stock Exchange. No representation or warranty, express or implied, is made by Stockdale as to any of the contents of this announcement. Stockdale has not authorised the contents of, or any part of, this announcement and (without limiting the statutory rights of any person to whom this announcement is issued) no liability whatsoever is accepted by Stockdale for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, for which the Company and its Directors are solely responsible.
This announcement may contain certain forward-looking statements. These forward-looking statements relate to matters that are not historical facts and by their nature, involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not an assurance of future performance. The Group’s actual results of operations, financial condition and liquidity, and the development of the business sector in which the Group operates, may differ materially from those suggested by any forward-looking statements contained in this announcement. Neither Old Rasmala nor New Rasmala undertakes any obligation to update any forward-looking statements.
Definitions and interpretation
Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Circular and Tender Offer Circular (as applicable).
Unless otherwise indicated, all references in this announcement to “sterling”, “pounds sterling”, “£”, “pence”, “penny” or “p” are to the lawful currency of the UK.
Words importing the singular shall include the plural and vice versa. Words importing the masculine gender shall include the feminine or neutral gender and vice versa.
All references to a statutory provision or law or to any order or regulation shall be construed as a reference to that provision or law, order or regulation as extended, modified, replaced or re-enacted from time to time.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Last day of dealings in Old Rasmala Shares
14 December 2018
Scheme Record Time
6.00 p.m. on 14 December 2018
Suspension of AIM of trading in Old Rasmala Shares
Court hearing to sanction the Scheme
7.30 a.m. on 17 December 2018
17 December 2018
Scheme Effective Date
18 December 2018
Cancellation of the admission to trading on AIM of Old Rasmala Shares
7.00 a.m. on 18 December 2018
Tender Offer opens
18 December 2018
Closing Date – latest time and date for receipt of Tender Forms
1.00 p.m. on 29 January 2019
Record Date for the Tender Offer
close of business on 29 January 2019
Result of Tender Offer announced
30 January 2019
Completion of purchase of Shares under the Tender Offer
1 February 2019
Despatch of cheques for Tender Offer consideration in respect of Shares sold under the Tender Offer and any balance certificates in respect of any unsold Shares
by 12 February 2019
Balance certificates despatched in respect of Shares and any unsuccessfully tendered Shares
by 12 February 2019
The above times and/or dates are indicative only and may change. If any of the above times and/or dates change, the revised times and/or dates will be announced on the Group’s website at www.rasmala.com.
All references to times in this announcement are to London times unless otherwise stated.