Ensor Holdings Plc Proposed cancellation of admission to trading on AIM

 
TIDMESR 
 
25 November 2016 
For immediate release 
 
 
                              ENSOR HOLDINGS PLC 
 
  Proposed cancellation of admission to trading on AIM of the Ordinary Shares 
                                      and 
                 Re-registration as a private limited company 
                           Adoption of New Articles 
                    Notice of Extraordinary General Meeting 
 
 
In May 2015 the Company announced that, following a strategic review of its 
business and the options available to the Company, in order to maximise value 
for its Shareholders, it had decided to look for a buyer for the Group. In 
December 2015, the Company announced in its interim results that it had 
concluded that a series of trade sales of the Group's subsidiary businesses was 
preferred to seeking a buyer for the Company. 
 
During the year to 31 March 2016, the Company sold a subsidiary company and 
several freehold properties and settled the Group's pension scheme liabilities. 
 
In July 2016, the Company announced the disposal of a further two subsidiaries. 
 Details of these transactions are described below. 
 
The remaining businesses of the Group are being actively marketed. 
 
The Company now announces that it is seeking Shareholder approval for the 
cancellation of the admission of its Ordinary Shares to trading on AIM. 
 
Background and reasons for the Delisting 
 
Over recent years the Group has focused on developing its offering in physical 
security products and established a portfolio of complementary products. 
During the financial year to March 2015, significant progress was made within 
each of the Company's businesses with growing order books providing a solid 
platform for trading.  With the greater focus of the Group's activities and 
stronger financial position, the Board considered that it was an appropriate 
time and in the best interests of Shareholders to seek to sell the Company by 
means of a formal sale process.  In May 2015, the Company announced a review of 
strategic options open to the Group in order to maximise value for its 
Shareholders, including a potential sale of the Company. 
 
Although the Group was actively marketed for a number of months, the Directors 
determined that, due to the varied nature of the markets within which the 
Group's subsidiaries operate, a series of trade sales, rather than seeking a 
buyer for the Shares, would be the best way forward. 
 
Following this decision, the Company actively marketed the Group's businesses 
and in July 2016 announced the disposals of OSA and Technocover, having 
previously sold EBP to the management of that business for GBP1.44 million, 
realising a profit of GBP168,000 on the sale. The freehold property occupied by 
EBP has also been sold at a premium of GBP147,000 against the book value and the 
disposal of its land holdings in Woodville and Stockport realised a profit of GBP 
785,000 on disposal. 
 
The consideration for OSA was GBP2.5 million payable in cash on completion with 
an additional GBP520,000 of cash transferred from OSA to Ensor prior to the 
completion of the sale. 
 
The Technocover consideration was GBP10 million, paid in cash on completion, save 
for an amount of GBP250,000 which is to be held in a retention account for a 
period of eighteen months from completion.  An additional GBP1.1 million of cash 
was transferred from Technocover to Ensor on completion of the sale, in a 
debt-free, cash-free transaction. 
 
An annuity to secure all future liabilities of the Ensor Group Pension Fund, as 
a precursor to a buyout and winding up of the scheme, was purchased in December 
2015 at a cost of GBP5.4 million, and the process to wind up the scheme is almost 
complete. 
 
Current trading and prospects 
 
Interim results for the six months to 30 September 2016 will be announced on 12 
December 2016. 
 
Currently, and following completion of the Proposals, Ensor will own two 
trading subsidiaries: Ellard and Wood's.  The Board is actively marketing these 
businesses for sale and is speaking to a number of interested potential buyers. 
 
The Company is at an advanced stage of negotiations for the sale of Ellard and 
continues to market Wood's. However, once the sale of Ellard has been completed 
the Board may consider an offer from the Harrison family for Wood's, should a 
better, alternative offer not be forthcoming. Any offer by the Harrison family 
will be on terms that are no less favourable than the best indicative offer 
previously received for Wood's. Such a transaction would enable the Company's 
trading activities to be ceased without further delay or uncertainty. 
 
When both of these businesses have been disposed of, the Board intends to 
liquidate the Company and return accumulated funds to Shareholders, after 
paying any outstanding liabilities and professional fees that the Company has 
incurred during this process. 
 
Although the Board believes that it has identified buyers for both businesses, 
it is not the Board's intention to sacrifice Shareholder value for the sake of 
an early sale and therefore it is uncertain how long this process will take. 
 
Delisting 
 
The Board has concluded that it would be in the best interests of the Company 
to cancel trading in the Company's Shares on AIM.  The Board believes that, at 
this late stage of the disposal process and subsequent winding-up of the 
Company, the regulatory requirements associated with maintaining the Company's 
Admission represent an unwarranted impediment to that process. 
 
When the Company makes a disposal of Ellard, under the AIM Rules it will be 
required to prepare and publish a circular to Shareholders and seek Shareholder 
approval, which will bring delay and uncertainty to the transaction and 
additional costs payable to our advisers. 
 
Furthermore, that Shareholder approval would be guaranteed due to the size of 
the shareholdings of the Directors, and subsequent Delisting would be expected 
under the AIM Rules. 
 
In addition: 
 
  * the Delisting will provide the Board with significant flexibility to 
    progress the strategy and return capital to Shareholders in the future; 
 
  * the overheads and regulatory requirements involved in maintaining the 
    Company's Admission are a burden on the Company's financial resources and 
    management time. These costs include fees paid to the Company's brokers and 
    registrars, annual fees paid to the London Stock Exchange, costs relating 
    to public announcements, and fees and expenses of accountants and lawyers 
    engaged to provide services in connection with a publicly traded Company; 
 
  * like many other small quoted companies, prior to its announcement of a 
    strategic review in 2015, the Company suffered from a low level of 
    liquidity in the Company's Shares which can cause volatility in the Share 
    price. 
 
Therefore, the Board believes that the burdens of the Company's current 
Admission outweigh the benefits and that, accordingly, it would be in the best 
interests of the Company and Shareholders as a whole if the Company's admission 
to trading on AIM were cancelled. 
 
The principal effects that the Delisting would have on Shareholders are as 
follows: 
 
  * Shareholders will hold their Ordinary Shares in an unquoted entity and 
    therefore there will no longer be a market for such Ordinary Shares. 
    Accordingly, it may be difficult to sell Ordinary Shares following the 
    Delisting; 
 
  * there would no longer be a formal market mechanism enabling Shareholders to 
    trade their Ordinary Shares through the market.  Share transfers may still 
    be effected after the date of Delisting.  While the Ordinary Shares will 
    remain freely transferable, they may be more difficult to sell compared to 
    shares of companies admitted to trading on AIM.  It may also be more 
    difficult for Shareholders to determine the market value of their 
    stockholdings in the Company at any given time.  However, in order to 
    mitigate the impact of the loss of liquidity following the Delisting, the 
    Company intends to set up a matched bargain facility as a trading mechanism 
    for the Company's Shares.  Further details are set out below in the section 
    headed "Trading Mechanism Post Cancellation"; 
 
  * the Company would not be bound to announce material events, nor to announce 
    interim or final results; 
 
  * the Company would no longer be required to comply with many of the 
    corporate  governance requirements applicable to companies admitted to 
    trading on AIM; 
 
  * the Company would no longer be subject to the AIM Rules or the Market Abuse 
    Regulation and would therefore no longer be required to disclose major 
    shareholdings in the Company; 
 
  * Shareholders would no longer be afforded the protections given by the AIM 
    Rules.  Such protections include the requirement to be notified of certain 
    events including, amongst other things, substantial transactions (the size 
    of which results in a 10 per cent. threshold being reached under any one of 
    the class tests) and the requirement to be notified of, and to have 
    independent reviews of, certain related party transactions (such as the 
    potential disposal of Wood's to the Harrison family). Notwithstanding this, 
    the Board has decided that it will notify Shareholders of substantial 
    transactions and will procure an independent review if Wood's is to be sold 
    to the Harrison family; 
 
  * the cancellation might have either positive or negative taxation 
    consequences for Shareholders; 
 
  * the Company would remain subject to English company law, which mandates 
    shareholder approval for certain matters; and 
 
  * the Company would remain subject to the provisions of the Takeover Code for 
    10 years following Delisting provided that the Company remains resident in 
    the UK for the purposes of the Takeover Code. 
 
The Company intends to continue to communicate information about the Company 
(including annual accounts and other financial information) to its Shareholders 

via its website (www.ensor.co.uk). 
 
Following the Delisting the Company intends to cancel the 922,098 Ordinary 
Shares that are currently held in treasury. 
 
Shareholders should be aware that if the Delisting takes effect, they will at 
that time cease to hold Shares in a Company whose shares are admitted to 
trading on AIM and the matters set out above will automatically apply to the 
Company from the date of Delisting. 
 
Timetable and Process for Delisting 
 
In accordance with Rule 41 of the AIM Rules, the Company has notified the 
London Stock Exchange of the intention to delist subject to Shareholder 
approval. Under the AIM Rules, it is a requirement that the Delisting is 
approved by the requisite majority of Shareholders voting at the Extraordinary 
General Meeting (being not less than 75 per cent of the votes cast). Subject to 
the relevant resolution approving the Delisting being passed at the 
Extraordinary General Meeting being convened for 10:00 am on 21 December 2016, 
it is anticipated that trading in the Ordinary Shares on AIM will cease at the 
close of business on Tuesday 3 January 2017 with Delisting taking effect at 
7.00 a.m. on Wednesday 4 January 2017. 
 
Re-registration 
 
Following the Delisting, the Board believes 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, subject to Shareholder approval of the relevant 
resolution at the Extraordinary General Meeting, to re-register the Company as 
a private limited company.  In connection with the Re-registration, it is 
proposed that New Articles be adopted to reflect the change in the Company's 
status to a private limited company. The Company will still be subject to the 
Takeover Code following any such Re-registration provided that the Company 
remains resident in the UK for the purposes of the Takeover Code. 
 
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 which is expected to be on or around 1 February 2017.  The 
Registrar of Companies will not issue the certificate of incorporation on 
re-registration until the Registrar of Companies is satisfied that no valid 
application can be made to cancel the resolution to re-register as a private 
limited company.  Accordingly, the expected date of the Re-registration may be 
subject to change. 
 
Trading Mechanism Post Cancellation 
 
In order to allow the continuation of trading in Ensor Shares following the 
Delisting, the Board intends to set up a matched bargain settlement facility to 
enable Shareholders to trade their Ordinary Shares, and further notification 
will be made once this is implemented.  Under this settlement facility, it is 
intended that Shareholders, or persons wishing to trade Shares, will be able to 
leave an indication that they are prepared to buy or sell Shares at an agreed 
price.  In the event that the matched bargain settlement facility is able to 
match that indication with an opposite buy or sell instruction, the matched 
bargain facility, which will be notified to Shareholders will contact both 
parties to effect the bargain. 
 
Shareholder Circular 
 
A circular is today being dispatched to Shareholders containing details of the 
Proposals and includes a Notice convening the Extraordinary General Meeting. 
 
Inside Information 
 
This announcement contains inside information. 
 
Enquiries: 
 
Ensor Holdings PLC: Roger Harrison / Marcus Chadwick - 0161 945 5953 
 
Stockdale Securities Limited: Robert Finlay / Elhanan Lee - 020 7601 6100 
 
 
                                  DEFINITIONS 
 
The following definitions apply throughout this announcement unless the context 
requires otherwise: 
 
"Admission"                         admission of the Company's securities to 
                                    trading on AIM 
 
"AIM"                               AIM, a market operated by the London Stock 
                                    Exchange 
 
"AIM Rules"                         the AIM Rules for Companies published by the 
                                    London Stock Exchange from time to time 
 
"Board" or "Directors"              the directors of the Company 
 
"Company" or "Ensor"                Ensor Holdings PLC, a public limited company 
                                    incorporated in England with registration 
                                    number 13944 
 
"Delisting"                         the cancellation of admission of the Ordinary 
                                    Shares to trading on AIM 
 
"Ellard"                            Ellard Limited, a private limited company 
                                    incorporated in England with registered number 
                                    04036325 
 
"EBP"                               Ensor Building Products Limited, a private 
                                    limited company incorporated in England with 
                                    registered number 00241566 
 
"Extraordinary General Meeting"     the extraordinary general meeting of the 
                                    Company convened for 10.00 a.m. on 21 December 
                                    2016 by the Notice and any adjournment thereof 
 
"Group"                             Ensor and its remaining group undertakings 
                                    from time to time having the meaning ascribed 
                                    to it in the Act 
 
"London Stock Exchange"             London Stock Exchange plc 
 
"Market Abuse Regulation"           The Market Abuse Regulation (Regulation S96/ 
                                    2014) 
 
"New Articles"                      the new articles of association of the 
                                    Company, proposed to be adopted pursuant to 
                                    resolution 3 of the Resolutions 
 
"Notice"                            the notice of the Extraordinary General 
                                    Meeting contained in the circular to 
                                    Shareholders 
 
"Ordinary Shares" or "Shares"       existing issued ordinary shares in the capital 
                                    of the Company having a nominal value of 10 
                                    pence each 
 
"OSA"                               OSA Door Parts Limited, a private limited 
                                    company incorporated in England with 
                                    registered number 04267836 
 
"Proposals"                         the Delisting, Re-registration and adoption of 
                                    the New Articles 
 
"Register"                          the register of members of the Company 
 
"Re-registration"                   the re-registration of Ensor as a private 
                                    limited company and the consequential adoption 
                                    of the New Articles 
 
"Shareholders"                      holders of Ordinary Shares 
 
"Takeover Code"                     the City Code on Takeovers and Mergers 
 
"Technocover"                       Technocover Limited, a private limited company 
                                    incorporated in England with registered number 
                                    02845757 
 
"United Kingdom" or "UK"            the United Kingdom of Great Britain and 
                                    Northern Ireland 
 
"Wood's"                            Wood's Packaging Limited, a private limited 
                                    company incorporated in England with 
                                    registered number 05374724 
 
 
 
END 
 

(END) Dow Jones Newswires

November 25, 2016 05:39 ET (10:39 GMT)