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PSPI Public Services Properties Investments

335.00
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Public Services Properties Investments LSE:PSPI London Ordinary Share VGG729641511 ORD USD0.01 (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 335.00 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Public Service Properties Inv Ltd Proposed cancellation of trading on AIM (2570A)

23/03/2017 7:00am

UK Regulatory


Public Services Properties (LSE:PSPI)
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TIDMPSPI

RNS Number : 2570A

Public Service Properties Inv Ltd

23 March 2017

23 March 2017

Public Service Properties Investments Limited (the "Company")

Proposed cancellation of admission to trading on AIM

Summary

On 7 July 2016, the Company announced that pursuant to Rule 15 and Note 5.6 for Investing Companies of the AIM Rules, the Company had 12 months from 22 April 2016 to implement its investing policy, failing which trading in the Company's shares on AIM would be suspended.

The Company announces that the Board has concluded that it believes it is in the best interests of the Company and Shareholders to cancel the admission of the Ordinary Shares to trading on AIM. Pursuant to Rule 41 of the AIM Rules, the Company, by way of its nominated adviser, Stockdale Securities Limited, has notified the London Stock Exchange of the date of the proposed Cancellation.

The Company therefore, expects to post a circular to Shareholders on or about 24 March 2017 to convene a General Meeting to be held at the offices of Minerva Trust & Corporate Services Limited, 43/45 La Motte Street, St. Helier, Jersey JE4 8SD at 11.00 a.m. on 13 April 2017. The purpose of the circular is to seek Shareholders' approval of the resolution to cancel the admission of the Ordinary Shares to trading on AIM and to provide you with the information on the background to and reasons for the Cancellation and to explain the consequences of the Cancellation and why the Directors unanimously consider the Cancellation to be in the best interests of the Company and its Shareholders as a whole.

In accordance with Rule 41 of the AIM Rules, the Cancellation is conditional upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting.

In the event that the Resolution is not approved at the General Meeting, Shareholders should be aware that trading on AIM in the Ordinary Shares will be suspended with effect from 7.30 a.m. on 24 April 2017 for six months following which admission of the Ordinary Shares to trading on AIM would be cancelled if the Company had not made an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise failed to implement its investing policy.

The full text of the Chairman's letter in the Company's circular to be sent to shareholders is set out below:

"Dear Shareholder,

Proposed cancellation of admission to trading on AIM of Ordinary Shares

and

Notice of General Meeting

   1        Introduction 

On 7 July 2016, the Company announced that pursuant to Rule 15 and Note 5.6 for Investing Companies of the AIM Rules, the Company had 12 months from 22 April 2016 to implement its investing policy, failing which trading in the Company's shares on AIM would be suspended.

In the announcement made by the Company on 23 March 2017, it was noted that the Board had concluded that it believed it is in the best interests of the Company and Shareholders to cancel the admission of the Ordinary Shares to trading on AIM. Pursuant to Rule 41 of the AIM Rules, the Company, by way of its nominated adviser, Stockdale Securities Limited, has notified the London Stock Exchange of the date of the proposed Cancellation.

In accordance with Rule 41 of the AIM Rules, the Cancellation is conditional upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting, notice of which is set out at the end of this document.

The Company is therefore seeking Shareholders' approval of the Cancellation at the General Meeting, which has been convened for 11.00 a.m. on 13 April 2017 at the offices of Minerva Trust & Corporate Services Limited, 43/45 La Motte Street, St. Helier, Jersey JE4 8SD. If the Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7.00 a.m. on 24 April 2017. In the event that the Resolution is not approved at the General Meeting, Shareholders should be aware that trading on AIM in the Ordinary Shares will be suspended with effect from 7.30 a.m. on 24 April 2017 for six months following which admission of the Ordinary Shares to trading on AIM would be cancelled if the Company had not made an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise failed to implement its investing policy.

The purpose of this document is to seek Shareholders' approval for the Resolution and to provide you with the information on the background to and reasons for the Cancellation and to explain the consequences of the Cancellation and why the Directors unanimously consider the Cancellation to be in the best interests of the Company and its Shareholders as a whole.

The Notice of General Meeting is set out at the end of this document.

   2        Background to and reasons for the Cancellation 

As Shareholders will be aware, in the first half of 2016 the Company disposed of its remaining German properties for aggregate gross sales values of EUR13.0 million. Subsequently, in June 2016, the Company announced a compulsory partial redemption of 99 per cent. of the Company's issued share capital on a pro-rata basis at a price of 51.0 pence per Ordinary Share. The transaction, which completed on 7 July 2016, returned GBP11.49 million to Shareholders.

Since the release of its announcement on 7 July 2016, referred to above, the Company has been approached by several companies seeking to admit their businesses to trading on AIM by way of a reverse takeover by the Company. Having considered each of these proposals, the Board concluded that none of them merited further consideration as they were not deemed to be viable propositions. The most recent of these discussions terminated earlier this month.

As set out in the Company's announcement of its interim results for the six months ended 30 June 2016 released on 17 August 2016, the Company has outstanding contingent liabilities in respect of the sale of its German assets in 2015 and 2016 at a maximum aggregate amount of EUR1.5 million. While the Company does not expect to receive any claims under representations and warranties given as part of the sale of assets documentation, it expects to secure in due course representations and warranties insurance policies (the "Insurance") in respect of those warranties that remain outstanding.

Once the Company has secured satisfactory Insurance, the Board will propose the appointment of a liquidator. Immediately prior to the formal appointment of a liquidator, the Board expects that the Company should be able to complete a final return of capital to Shareholders which is expected to be in the second half of this year, further details of which are set out below. Given the uncertainty of timing as regards securing the Insurance, the final return of capital to Shareholders and therefore the proposed appointment of a liquidator, the Board has resolved that in order to limit the costs incurred by the Company, the Company should seek to cancel the admission of the Ordinary Shares to trading on AIM as soon as reasonably practicable.

Whilst the Board expects to be able to obtain satisfactory Insurance in the near future, if the Company was unable to do so, a liquidator is likely to insist that all of the current cash balances would be retained until the expiry of the relevant warranty periods, the longest of which are due to expire on 9 March 2019.

   3        Principal effects of the Cancellation 

The principal effects of the Cancellation will be that:

-- there will be no formal market mechanism enabling the Shareholders to trade Ordinary Shares and, furthermore, no other recognised market or trading facility will be available to enable trading of the Ordinary Shares;

-- while the Ordinary Shares will remain freely transferrable, it is possible that following the Cancellation, the liquidity and marketability of the Ordinary Shares may be significantly reduced and the value of such shares may be adversely affected as a consequence;

-- it may be more difficult for Shareholders to determine the value of their investment in the Company at any given time;

-- the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply;

-- Shareholders will no longer be afforded the protections given by the AIM Rules, including the requirement to be notified of certain events;

-- the levels of transparency and corporate governance within the Company are unlikely to be as stringent as for a company quoted on AIM;

   --      the Company will cease to have an independent nominated adviser and broker; and 

-- the Cancellation may have taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The Company will continue to be bound by the Articles (which requires Shareholder approval for certain matters) following the Cancellation.

The above considerations are non-exhaustive and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

Following the Cancellation, the Company will:

-- continue to communicate information about the Company to its Shareholders and to hold annual general meetings, in each case as required by law; and

-- continue to maintain its website, www.pspiltd.com and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under AIM Rule 26 or to update the website as required by the AIM Rules.

Shareholders are encouraged to register to receive email updates on any information which is posted in future on the Company's website which can be done through clicking on the Register for Updates button on the Latest News page of the Company's website www.pspiltd.com or by using the following link: http://www.pspiltd.com/tools/news_tools.php?news=1.

   4        Update on financial position 

As at 28 February 2017, the most recent month end prior to the date of this circular, the Company had unaudited gross assets of GBP1.17 million, of which GBP1.14 million was represented by cash. Following Cancellation becoming effective and the appointment of a liquidator, the Company's annual ongoing expenses are expected to be reduced by GBP123,000 per annum to approximately GBP30,000 per annum. The Company has accrued GBP130,000 in respect of the cost of securing the Insurance and approximately GBP80,000 in respect of other professional costs related to the Cancellation and the proposed appointment of a liquidator. On this basis, the Board reasonably expects that the final return of capital to Shareholders referred to above should be approximately GBP0.9 million in cash.

The Company's last audited financial statements for the year ended 31 December 2015 reflected a net asset position of GBP12.39 million. The Company's auditor had audited the sale transactions for the remaining properties as part of the subsequent events review. The Company's unaudited results for the six months ended 30 June 2016 reflected a net asset position of GBP12.70 million. In July 2016, the Company returned GBP11.49 million to Shareholders. This implied that net assets after the return of capital to Shareholders would have been approximately GBP1.21 million. Given the limited activity in the Company and in order to save further costs, the Directors do not propose to seek an independent audit of the Company's financial statements for the year ended 31 December 2016.

   5        Process for the Cancellation 

Under the AIM Rules, the Company is required to give at least 20 Business Days' notice of the Cancellation. Additionally, the Cancellation will not take effect until at least 5 clear Business Days have passed following the passing of the Resolution by not less than 75 per cent. of votes cast by Shareholders at the General Meeting. Accordingly, the Notice of General Meeting set out at the end of this document contains a special resolution to approve the Cancellation. If the Resolution is passed at the General Meeting, it is proposed that the last day of trading in Ordinary Shares on AIM will be 21 April 2017 and the Cancellation will take effect at 7.00 a.m. on 24 April 2017.

   6        General Meeting 

The General Meeting will be held at the offices of Minerva Trust & Corporate Services Limited, 43/45 La Motte Street, St. Helier, Jersey JE4 8SD commencing at 11.00 a.m. on 13 April 2017. If approved, it is expected that the Cancellation will take effect from 7.00 a.m. on 24 April 2017.

In the event that the Resolution is not approved at the General Meeting, Shareholders should be aware that trading on AIM in the Ordinary Shares will be suspended with effect from 7.30 a.m. on 24 April 2017 for six months following which admission of the Ordinary Shares to trading on AIM would be cancelled if the Company had not made an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise failed to implement its investing policy.

   7        Action to be taken 

Shareholders and Depositary Interest Holders will find enclosed with this document a Form of Proxy or Form of Instruction (as appropriate). Please complete, sign and return the enclosed Form of Proxy or Form of Instruction as soon as possible in accordance with the instructions printed on it, whether or not you intend to be present at the General Meeting. To be valid a Form of Proxy must be completed, signed and returned in accordance with the instructions printed thereon as to be received by the Company's registrars, Computershare Investor Services (BVI) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 11.00 a.m. on 11 April 2017 or 48 hours before any adjournment meeting. To be valid, a Form of Instruction must be completed, signed and returned in accordance with the instructions printed thereon as to be received by the office of the Depositary, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 11.00 a.m. on 10 April 2017 or not less than 72 hours (excluding weekends and public holidays) before the time appointed for the Meeting or any adjournment of it. The completion and return of a Form of Proxy/Instruction will not preclude Shareholders from attending and voting in person at the General Meeting should they subsequently wish to do so.

Depositary Interest Holders may submit their votes using the CREST electronic proxy appointment service. The completion and return of a Form of Proxy or Form of Instruction will not preclude you from attending and voting at the General Meeting in person should you subsequently decide to do so. Please read the notes to the Notice of General Meeting set out at the end of this document and the accompanying Form of Proxy or Form of Instruction (as appropriate) for detailed instructions. The attention of Shareholders and Depositary Interest Holders is also drawn to the voting intentions of the Directors set out below.

   8        Recommendation 

The Directors consider that the Cancellation is in the best interests of the Company and its Shareholders as a whole. The Directors therefore unanimously recommend that you vote in favour of the Resolution as they intend to do in respect of their beneficial shareholdings amounting in aggregate to 323 Ordinary Shares representing approximately 0.14 per cent of the Company's issued share capital.

Yours sincerely

Patrick Hall

Chairman"

Capitalised words in this announcement have the same meaning as defined in the Company's circular expected to be sent to Shareholders on or about 24 March 2017.

For further information please visit www.pspiltd.com or call:

Dr. D. Srinivas

Ralph Beney

Arundel Group (formerly RP&C International) (Asset Manager)

020 7766 7000

Tom Griffiths

Henry Willcocks

Stockdale Securities

(Nomad and Broker)

020 7601 6100

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCEAPDAAAKXEFF

(END) Dow Jones Newswires

March 23, 2017 03:00 ET (07:00 GMT)

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