|RNS Number : 9785D
ORA Capital Partners Ltd
03 May 2013
3 May 2013
ORA Capital Partners Limited ("ORA" or "the Company")
Posting of Notice of General Meeting regarding Cancellation and Buyback
ORA Capital Partners Limited (AIM: ORA), the Guernsey based company involved in the growth and development of businesses, announced in its 2013 Annual Report, on 25 April 2013, that the Board was reviewing the merits of its AIM quote. The Board has now concluded that the cancellation of the Shares from trading on AIM would be beneficial for the Company and Shareholders as a whole. An AIM cancellation would not alter the Board's strategy for ORA which would be to continue the development and growth of trading companies within its business portfolio.
Further, the Company is seeking additional authority from Shareholders (as is required by the Company's articles of incorporation) to enable it to purchase up to a further 5,181,106 Shares (representing approximately 14.99 per cent. of the Company's current issued ordinary share capital, net of Shares held in treasury). The Directors believe that the ability of the Company to purchase its Shares is a potentially important mechanism for managing capital efficiency. In particular the Directors may want to take advantage of circumstances where a purchase by the Company of its Shares would represent good use of the Company's available cash resources and increase net asset value per Share and Shareholder value. In addition, the ability to buy back Shares may provide Shareholders with an opportunity to realise their investment.
A notice convening a General Meeting forming a part of a circular (the "Circular") will be posted to Shareholders today. The General Meeting will be held at 11.00 a.m. on 30 May 2013 at the Company's registered office, Dixcart House, Sir William Place, St. Peter Port, Guernsey GY1 4EZ, for the purpose of considering:
-- a special resolution to approve the cancellation admission of the Company's ordinary shares to trading on AIM; and
-- an ordinary resolution to give the Company the authority to buy back up to a further 5,181,106 Shares, such authority expiring at the conclusion of the 2014 Annual General Meeting of the Company or on 31 July 2014 (whichever is the earlier), unless such authority is renewed prior to that time.
A copy of the Circular and the Form of Proxy will be available on the Company's website at www.oracp.com later today and selected information extracted from the Circular is set out below.
Expected timetable of principal events
Latest time and date for receipt of Forms
of Proxy in respect of the General Meeting 11.00 a.m. on 28 May
General Meeting 11.00 a.m. on 30 May
Expected last day of dealings in Shares 6 June 2013
Cancellation of Admission effective (if 7.00 a.m. on 7 June
Resolution passed) 2013
All the above times refer to London time.
If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.
ORA Capital Partners Limited
Richard Griffiths - Executive Chairman
Michael Bretherton - Finance Director +44 (0)1481 738 724
Smith & Williamson Corporate Finance
Siobhan Sergeant +44 (0)20 7131 4000
The following information has been extracted without material adjustment from the Circular.
The purpose of the Circular is to:
(a) give you further information about the background to and reasons for the proposed Cancellation including why the Board believes the proposed Cancellation to be in the best interests of Shareholders as a whole;
(b) give you further information about the background to and reasons for the proposed authority to enable the Buyback; and
(c) convene a general meeting of the Company for the purpose of seeking your approval of the proposed Cancellation and Buyback.
If the resolution to approve the Cancellation is passed at the General Meeting, it is proposed that Cancellation will take effect at 7.00 a.m. on 7 June 2013.
ORA has been quoted on AIM as a Guernsey incorporated and domiciled company since March 2009 and, previous to that, ORA's wholly owned subsidiary was quoted on AIM as an English incorporated and domiciled company since April 2007.
ORA is a holding and management company whose principal activity is the development and growth of trading companies within its business portfolio, the current focus of which is on high growth technology opportunities. ORA seeks to deliver capital growth by working with portfolio company managements, often through Board representation, to devise and implement development strategies that deliver significant value accretion over the medium to long term.
ORA has achieved a compound annual growth rate in net assets per share of 41.3% over the last six years from around when the Company became fully capitalised, with net assets per share increasing from 47.0p at the end of January 2007 to 374.6p at 31 January 2013. However, while the Company has been successful in growing the Group's NAV, its Shares have traded at a sustained discount to NAV. This is believed to be in part due to a lack of liquidity in the Shares and also to the difficult capital market conditions over recent years.
In light of the above situation, the Company announced in its 2013 Annual Report, on 25 April 2013, that the Board was reviewing the merits of its AIM quote. The Board has now concluded that the cancellation of the Shares from trading on AIM would be beneficial for the Company and Shareholders as a whole. An AIM cancellation would not alter the Board's strategy for ORA which would be to continue the development and growth of trading companies within its business portfolio.
Rationale for the Cancellation
The Directors have concluded that a resolution should be put to Shareholders to approve the Cancellation for the following reasons:
-- there is a lack of liquidity in the Shares of the Company;
-- the ability for the Company to issue Shares at levels which fairly reflect the existing NAV, as consideration for proposed investment opportunities, is significantly undermined by the low share price; and
-- the costs associated with maintaining a listing on AIM are now disproportionate to the value provided by the listing, and management expects savings arising from the Cancellation to amount to approximately GBP70,000 per annum.
Process for, and Principal Effects of, the Cancellation
The Directors are aware that certain Shareholders may be unable or unwilling to hold Shares in the event that the Cancellation is approved and becomes effective.
To the extent that Shareholders are unable or unwilling to hold Shares in the Company following the Cancellation becoming effective, such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective.
The Cancellation will not take effect until at least five Business Days have passed following the passing of the Resolution. If the Resolution is passed at the General Meeting, it is proposed that Cancellation will take effect at 7.00 a.m. on 7 June 2013.
In the event that the Cancellation proceeds, there will be no market facility for dealing in the Shares and no price will be publicly quoted for Shares as from close of business on 6 June 2013. As such, interests in Shares are unlikely to be readily capable of sale and where a buyer is identified, it may be difficult to place a fair value on any such sale.
While there can be no guarantee that Shareholders will be able to sell any Shares, any Shareholder seeking to do so following the Cancellation should contact the Company in writing at the registered office of the Company, Dixcart House, Sir William Place, St. Peter Port, Guernsey GY1 4EZ, (email: [email protected]). The Company will then be able to advise as to whether the Directors are aware of any prospective buyers for any Shares which the holder thereof wishes to sell at that time.
The Buyback (details of which are set out below) has been proposed by the Board. It is the Board's intention currently to assess at the time of future general meetings and annual general meetings, whether the Company's financial position will enable it to propose further buybacks of Shares. The Buyback and any future proposed buyback may provide a further opportunity for Shareholders to realise their investment. However, any such buybacks will depend on the financial position of the Company and future buybacks may also be subject to approvals by Shareholders. There can be no certainty that any further buyback of Shares by the Company will be made and the Board makes no commitment in this respect.
The Company will remain subject to the City Code for 10 years after the Cancellation. The City Code is issued and administered by the Takeover Panel. The City Code and the Takeover Panel operate principally to ensure that Shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that Shareholders of the same class are afforded equivalent treatment by an offeror. The City Code also provides an orderly framework within which takeovers are conducted. In addition, Shareholders may be required to approve other transactions, such as share buybacks or the issue of further equity so as to ensure that no obligation arises for any Shareholder or potential Shareholder to make a mandatory offer under Rule 9 of the City Code.
The Company will continue to post relevant information on its website (www.oracp.com) and will continue to send its Annual Report and Accounts to Shareholders and to hold general meetings in accordance with the applicable statutory requirements and the Company's articles.
Risks associated with retaining an interest in the Company following the Cancellation
The Directors draw to the attention of Shareholders the following factors which should be taken into account in assessing whether or not to retain their interests in Shares in the event that the Cancellation is approved and becomes effective:
-- as indicated above, there will be no market facility for dealing in the Shares and no price will be publicly quoted for Shares. As such, interests in Shares are unlikely to be readily capable of sale and where a buyer is identified, it may be difficult to place a fair value on any such sale;
-- as an unquoted company, it will no longer be subject to the AIM Rules for Companies and shareholders will only be able to rely on the protections afforded to minority shareholders under general Guernsey law;
-- the Company will no longer be subject to the rules relating to disclosure of interests in Shares set out in the DTR or AIM Rules for Companies, such that it may be difficult to ascertain the ownership of Shares from time to time;
-- the levels of transparency and corporate governance within the Company are unlikely to be as stringent as for a company traded on AIM;
-- certain present or prospective employees may be unwilling to work for an unquoted company which could act as a restraint on the future development of the Company's business;
-- certain existing or prospective suppliers may be unwilling to trade or continue to trade with the Company on terms which the Company has become accustomed to trade in the event that the Shares are no longer traded on AIM;
-- the Company's bankers may not be prepared to deal with the Company on terms to which the Company has become accustomed in the event that the Shares are no longer traded on AIM.
The above considerations are non-exhaustive and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.
Background to and reasons for the Buyback proposal
Pursuant to a resolution passed on 14 January 2013, the Company received Shareholder approval to permit the Company to buy back up to 5,979,050 Ordinary Shares (representing 14.99 per cent. of the Company's issued share capital, at the time). From 15 January 2013 to date, 5,323,175 Shares have been bought back by the Company. To retain the flexibility to purchase further Ordinary Shares, the Company is now seeking additional authority from Shareholders (as is required by the Company's articles of incorporation) to enable it to purchase up to a further 5,181,106 Shares (representing approximately 14.99 per cent. of the Company's current issued ordinary share capital, net of Shares held in treasury).
Richard Griffiths, Executive Chairman of the Company, currently has an interest in 27,372,366 Shares, representing approximately 79.19 per cent. of the current voting rights in the Company. If the Company was to acquire further Shares pursuant to the authority sought at the General Meeting and he does not sell any Shares pursuant to the Buyback or otherwise, his interest in the Company would be likely to increase as a result of the reduced number of Shares that would be in issue following such acquisition. As Mr Griffiths already holds Shares carrying more than 50 per cent. of the voting rights in the Company, he is accordingly able to increase his holding or interest in Shares without incurring any obligation under Rule 9 of the City Code to make a general offer.
The Directors believe that the ability of the Company to purchase its Shares is a potentially important mechanism for managing capital efficiency. In particular the Directors may want to take advantage of circumstances where a purchase by the Company of its Shares would represent good use of the Company's available cash resources and increase net asset value per Share and Shareholder value. In addition, the ability to buy back Shares may provide Shareholders with an opportunity to realise their investment. For these reasons, Resolution 2 is being proposed as set out in the information on the General Meeting below and in the notice convening the General Meeting at the end of the Circular.
If you are in any doubt about your tax position, and/or are subject to tax in a jurisdiction other than the UK, you should consult an appropriate independent professional adviser. You should note that, following Cancellation, the Company's shares will no longer be traded on AIM or any other public market.
The General Meeting
Under the AIM Rules for Companies, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of votes cast by Shareholders in general meeting. Accordingly you will find at the end of the Circular a notice convening the General Meeting of the Company to be held at the Company's registered office, Dixcart House, Sir William Place, St. Peter Port, Guernsey GY1 4EZ at 11. 00 a.m. on 30 May 2013 which sets out:
-- Resolution 1 as a special resolution to approve the cancellation of admission of the Shares to trading on AIM; and
-- Resolution 2 as an ordinary resolution to give the Company the authority to buy back up to a further 5,181,106 Shares, such authority expiring at the conclusion of the 2014 Annual General Meeting of the Company or on 31 July 2014 (whichever is the earlier), unless such authority is renewed prior to that time.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Company's register of members at:
-- 6.00 p.m. on 28 May 2013; or,
-- if this Meeting is adjourned, at 6:00 p.m. on the day two days prior to the adjourned meeting,
shall be entitled to attend and vote at the Meeting.
Action to be taken
You will find enclosed with the Circular a Form of Proxy for use at the General Meeting. Please complete, sign and return the Form of Proxy as soon as possible in accordance with the instructions printed thereon. Whether or not you intend to be present at the General Meeting, you are requested to complete the enclosed Form of Proxy and return it to the Company's registrars, Neville Registrars, so as to arrive as soon as possible and in any event no later than 48 hours before the time appointed for the General Meeting. Completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person should you wish to do so.
The Directors consider that the Resolutions are in the best interests of the Company and the Shareholders as a whole. Accordingly, your Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as they have undertaken to do in respect of their own beneficial holdings of, in aggregate, 27,901,542 Ordinary Shares representing approximately 80.72 per cent. of the total voting rights in the Company.
The following definitions apply throughout this announcement, unless the context requires otherwise:
"Admission" admission of the Ordinary Shares to trading
on AIM, effective from 16 March 2009
"AIM" the market of that name operated by London
"AIM Rules for Companies" the rules for companies applying for admission
to and whose securities are traded on AIM
and published by London Stock Exchange as
amended from time to time
"Business Day" any day upon which the London Stock Exchange
is open for business
"Buyback" the acquisition by the Company of its own
shares, up to a maximum of 5,181,106 Ordinary
"Cancellation" the cancellation of Admission, subject to
the passing of a resolution at the GM
"City Code" the City Code on Takeovers and Mergers
"Company" or "ORA" ORA Capital Partners Limited
"CREST" the relevant system (as defined in the Uncertificated
Securities Regulations 2001) operated by
Euroclear UK & Ireland Limited which facilitates
the transfer of title to shares in uncertificated
"Directors" or "Board" the directors of the Company whose names
are set out on page 3 of the Circular
"DTR" the Disclosure and Transparency Rules
"Form of Proxy" the form of proxy enclosed with the Circular
for use by Shareholders in connection with
"GM" or "General Meeting" the general meeting of the Company (or any
adjournment of such meeting) convened for
11.00 a.m. on 30 May 2013 to be held at the
Company's registered office, Dixcart House,
Sir William Place, St. Peter Port, Guernsey
GY1 4EZ, for which the notice is set out
at the end of the Circular
"Group" the Company and its subsidiaries from time
"London Stock Exchange" London Stock Exchange plc
"NAV" net asset value of the ORA Group
"ORA Group" the Company and its subsidiary undertakings
"Ordinary Shares" ordinary shares of 1p each in the capital
or "Shares" of the Company
"Resolution 1" the special resolution to be proposed at
the GM in relation to the Cancellation
"Resolution 2" the ordinary resolution to be proposed at
the GM in relation to the Buyback
"Resolutions" the resolutions to be proposed at the GM
as set out in the notice at the end of the
"Shareholders" holders of Ordinary Shares
"Takeover Panel" the Panel on Takeovers and Mergers
This information is provided by RNS
The company news service from the London Stock Exchange
looks like NANO is being propped up while ora dump. nice one if they can dump 18% of nano|
|Surprised there's not much talk here considering the recent rise on the back of the NANO holding, that has recently doubled!|
|Another nice move today:-)
The market is understanding the value of some of the holdings at last.
One company that i know is GVC where there is a transformational deal under way buying part of Sportingbet. Reckon GVC will be trading at circa 300p once it settles after the resumption (SBT deal is a reversal)|
|Richard Griffiths owns around 70%
and cap. value is around 70M
Did R.Griffiths actually cough up mega millions of pounds to own his mega stake in Ora ???!!!!
or obtained via share options or free shares at IPO or anything else doubtful ?|
|Looking soggy - Last buy back at 120p Too illiquid for my taste. Only watching to check their holdings as can have a very significant effect on the share price of the holdings when they sell or buy.|
|Yes PSPI had a nice little dip. Unfortunately I already held a good slug of those bought some time ago.|
|Kimboy2....yes agreed. I have now sold too but only because there are probably better returns from a few that have been knocked back over recent weeks such as PSPI where there is also a 12% yield to keep me warm.|
|I suspect I am talking to myself here, however...
That is the fulfillment of the buy back. I reckon with the reduced number of shares, plus the cash spent and the movement in the main holdings since the y/e the NAV is around 200p.
Anyway I held about 27k shares and sold this morning. I think the lack of a persistent buyer in the market may affect the share price and I don't think they will have another buy back with the discount around the 20% mark.
I will keep an eye open if they slip further though.|
|I reckon it is about 738k shares to go before they exhaust the mandate.
I haven't done an NAV calculation recently but it seems a very easy way for the company to make money. I can't really see why they wouldn't go for another mandate once this is exhausted.
I will try and have a reckoning on the NAV over the weekend.|
|They seem to be struggling to get the last few, which is good news.
I make it 1,788,328 to go. Hopefully they won't mind chasing the price up from here.|
|1.3m at 121p. They announced that a bit late. I thought I had got it wrong.
That leaves 4,375,599 to pick under the present authority by my calculation.|
|Results as expected. Also looks as though they have picked up another million shares today.|
|Just noticed ORA have got 6.35% of Communisis (worth £2.7m) per this 13/4 RNS:
Strange investment relative to the rest of the portfolio?|
|They bought most of them around the 180p mark so with a 50 euro special dividend and a 10 euro interim they are getting close to breakeven on this one.
There was a reasonable TS from those monkeys at GVC today as well.
They have also been tanking up on Anitsoma recently. They are on the market and have a heap of cash. Just a question of how much is left after everybody's shovel has been in.
Looks as though they have done the maths.|
|David - 3,062,885 shares in GVC, per 10-Feb-11 RNS.|
|Do ORA still have a holding in GVC?|
|Interesting developments in investee company Avacta today, demonstrating the potential of its Optim product. ORA have 118,824,131 shares (£1.8m) but this is immaterial in the wider portfolio.
I also note that ORA now hold 110,768,362 Antisoma shares (17.51%) per yesterday's 8.3 form, and hold 1,678,000 Liontrust shares per the 25-Jan RNS.|
|Kimboy - yes that's me! ORA are less than transparent* with their holdings so a look at your list would be invaluable.
* that said, the unrecognised value is worth persevering for!
|Are you the same StrollingMolby as on TMF ? If so I will email you what I have.|
I'm attempting to construct a table of holdings here and have 8 so far including treasury shares (I have no value for Novum yet). These are worth ~£110m or 158p per share which is some way short of your 210p above.
Are you able to help with the complete list, or have ORA published this beyond the 20%+ holdings in Accts & on website?
|They have got some more yesterday. That makes just another 7.3m to go.
The results are due in April so I reckon they are going to pick the rest up before the close period.
I reckon that the NAV is currently over 210p.|
|niggle:> Was a sell down form 15% ti 10% if I read correctlty - The 15% must be a recent acquisitionas not held at the interim stage Nor so far as I can see form their web site listed as a purchase since then
At 31 July 2010 the Group has portfolio investments where it holds 20 per cent. or more of the issued share capital of the following companies.
31 July 2010 Issued Capital
31 July 2009 Issued Capital
31 January 2010 Issued Capital
Ansco Petroleum Limited
Nanoco Group Plc
Novum Securities Limited
Obtala Resources Limited
Tissue Regenix Group Plc*
Oxford Advanced Surfaces Group Plc
Oxford Nutrascience Group Plc
*Previously called Oxeco Plc prior to the acquisition of Tissue Regenix Limited on 29 June 2010.|