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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Cap.Man.& Inv | LSE:CMIP | London | Ordinary Share | GB00B590LQ84 | ORD 100P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 97.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMCMIP Capital Management and Investment Plc (the "Company") Proposed cancellation of admission to trading on AIM and amendments to Investing Policy Further to the Company's announcement of 30 October 2015, the Board of the Company announces that it intends to seek shareholder approval for the cancellation of the admission to trading of the Company's Ordinary Shares on AIM, the adoption of new articles of association, the re-registration of the Company as a private limited company and amendments to its investing policy. A circular will today be posted to Shareholders convening a general meeting of the Company to seek such approvals (the "Circular"), extracts of which are set out at the end of this announcement. The General Meeting will be held at 3rd Floor, Watson House, 54 Baker Street, London W1U 7BU on 12 January 2016 at 10.00 a.m. The Cancellation is conditional upon the approval by not less than 75 per cent of the votes cast, whether in person or by proxy, by Shareholders at the General Meeting. Terms and expressions used in this announcement shall, unless defined herein or the context otherwise requires, have the same meanings as given to them in the Circular. Copies of the Circular will be made available on the Company's website (www.cmi-plc.co.uk). For further information please contact: Capital Management and Investment plc Tim Woodcock +44 20 7725 0800 N+1 Singer (Nominated Adviser and Broker) Nic Hellyer Alex Wright James Maxwell +44 20 7496 3000 Background to and reasons for the Proposals In 2004 the Company acquired a 28 per cent. shareholding in Algeco SA, a modular construction company trading predominantly in France, Spain, and Italy. A series of acquisitions by Algeco SA in the following years culminated with the purchase of Williams Scotsman Inc., the then largest modular construction and mobile storage business in the USA, in 2007 and the formation of ASH. A number of additional acquisitions and refinancing by ASH over subsequent years have resulted in the Company now being interested in approximately 2.8 per cent. of ASH. ASH is controlled by funds managed by TDR Capital LLP, a private equity company. In 2007 the Company also invested US$30 million into an investment vehicle, Yola, which was used to indirectly acquire MIG, a US company listed on the OTC Market in the US. MIG's principal asset was a 50.1 per cent. shareholding in Magticom, the then largest provider of mobile telephone services in the Republic of Georgia. As a result of the investment into Yola, the Company indirectly acquired approximately 7 per cent. of Magticom. The Company continues to hold this interest but its investment has been carried at zero value on the Company's balance sheet since 31 January 2010. On 1 July 2014 MIG went into Chapter 11 as a result of its inability to make payments of interest due on certain loan notes. MIG currently remains in Chapter 11 and continues to explore various restructuring options. As at 16 December 2015, the Company had over 2,700 Shareholders, overwhelmingly private investors, of whom over 2,500 Shareholders owned 100 Ordinary Shares or less and there is little liquidity in the Company's Ordinary Shares. The total number of Ordinary Shares traded in the year to 17 December 2015 was 172,267 representing 2.4 per cent of the issued share capital of the Company. In addition, the Company's share price as at 17 December 2015 was 90 pence per Ordinary Share, which represents a discount to the Company's NAV as at 31 July 2015 of 32 per cent. In addition, the costs of maintaining the Company's admission to trading on AIM are estimated to be GBP0.25 million annually without taking into account the significant amount of additional Board time taken up with publicly quoted company matters including the production of interim and annual reports. As at 31 July 2015, the Company's cash position was GBP6.331 million, down from GBP6.808 million as at 31 July 2014. Furthermore, the perceived benefits of an AIM quotation typically include access to equity capital markets, an enhanced corporate profile, a means to incentivise staff and a mechanism to provide a market in the Company's Ordinary Shares. The Board has reached the view that the Company does not enjoy any of these benefits. In light of the above, the Directors have recently undertaken a review of the merits of the Ordinary Shares continuing to be traded on AIM and, having completed this review, which included consultation with the Company's advisers and its major shareholders, consider that the Company should cancel the admission of the Ordinary Shares to trading on AIM because the lack of liquidity, additional costs and substantial management time involved in maintaining a quotation, coupled with the proposed future strategy of the Company, as outlined below, far outweigh the benefits to Shareholders of maintaining a quotation on AIM. Intentions for the Company Should the Proposals be approved by Shareholders, the Board, which is expected to remain unchanged in the near term, proposes to implement a reduction of capital in order to allow a return of capital, on a pro rata basis, to Shareholders. The Company cannot currently return cash to shareholders without a reduction of capital as it does not have any distributable reserves. The reduction of capital will involve all of the Directors signing a solvency statement and the passing of a special resolution to approve the reduction by Shareholders. Should the reduction of capital become effective, the Directors propose to return approximately GBP5.3 million (GBP0.75 per share) to Shareholders, on a pro rata basis. The Company would then be left with cash resources of approximately GBP1.0 million, which the Directors believe will be adequate for the Company going forward when taking into account planned operating and running cost reductions in addition to those costs saved from no longer operating as a public company quoted on AIM. Following the proposed distribution, the Company's principal asset will be its 2.8 per cent. shareholding in ASH. Notwithstanding the above, the Board is currently in early discussions to sell this shareholding in ASH for a consideration of approximately GBP3.2m (in line with the value of the investment at the date of the last interim accounts at 31 July 2015) (the "Proposed Disposal"). Subject to the passing of Resolution 4 and should the Proposed Disposal complete, the Company intends to also distribute the net proceeds, together with any other surplus cash, and commence winding up proceedings. Proposed Changes to the Investing Policy The Board does not currently intend to make any further acquisitions and in light of the Proposed Disposal, Shareholders are being asked to approve, by ordinary resolution, a change in the Company's investing policy to one which allows for the disposal of the Company's assets in whole or in part and allows for cash to be returned to shareholders. Accordingly and subject to Shareholder approval, the Company's new investing policy will be as follows: "The Company shall not make any new investments with a view to enabling a future sale of the Company assets in whole or in part. The Company will actively manage its existing investments and seek to realise its assets in a managed way at an appropriate time, returning the net proceeds and any surplus cash to Shareholders. Shareholder returns are expected to be delivered by way of return of capital on their Ordinary Shares, whether by dividend, repurchase or otherwise." Cancellation of admission of Ordinary Shares to trading on AIM In accordance with the AIM Rules, the Cancellation is conditional upon the consent of not less than 75 per cent. of votes cast by Shareholders at the General Meeting and the expiration of a period of not less than 20 clear Business Days from the date on which notice of the intended Cancellation is given to the London Stock Exchange. The Company has notified the London Stock Exchange of the proposed Cancellation. Subject to the passing of the resolution to cancel the admission of the Ordinary Shares to trading on AIM by the requisite majority, the Cancellation will occur no earlier than 5 clear Business Days after the General Meeting and it is expected that trading in the Ordinary Shares on AIM will cease at the close of business on 25 January 2016. The principal effects that Cancellation will have on Shareholders are: -- there will no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares in the Company through the market and the CREST facility will be cancelled. Shareholders who currently hold Ordinary Shares in uncertificated form will receive share certificates in due course following the Cancellation taking effect. Share transfers may still be effected after the date of cancellation by depositing a duly executed and stamped stock transfer form together with an appropriate share certificate with the company secretary at the registered office of the Company. Shares in the Company will be capable of transfer, but will be more difficult to sell compared to shares of companies quoted on AIM; -- the Company will no longer be required to comply with any of the corporate governance requirements applicable to UK-quoted companies; -- the Company will no longer be subject to the Disclosure and Transparency Rules and, among other things, will no longer be required to disclose major shareholdings in the Company; -- the Company will no longer be subject to the AIM Rules. Shareholders will therefore no longer be afforded the protections given by the AIM Rules. Such protections include the requirement to be notified of certain events
(MORE TO FOLLOW) Dow Jones Newswires
December 23, 2015 02:00 ET (07:00 GMT)
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), related party transactions and the requirement to obtain shareholder approval for reverse takeovers (the size of which results in a 100 per cent. threshold being reached under any one of the class tests) and fundamental changes in the Company's business; and -- the Proposals might have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately. However, Shareholders should note, inter alia, that, if the Cancellation takes effect: -- the Company will remain subject to UK company law, which mandates shareholder approval for certain matters; -- the Company will remain subject to the Takeover Code, further details on which are set out below, however the Takeover Code will cease to apply to the Company on the expiry of the 10 year period from the date of the Cancellation or, if earlier, the date on which the Company is dissolved; and -- the Company will continue to communicate information about the Company (including annual accounts) to its Shareholders, as required by law. Shareholders should be aware that, if the Cancellation takes effect, they will at that time cease to hold shares in a quoted company and the matters set out in the paragraph above will automatically apply to the Company from the date of Cancellation. Re-registration as a private limited company The Directors also propose that, conditional upon the Cancellation becoming effective, the Company be re-registered as a private limited company. This will reduce the costs and complexity of operating the Company and, in particular, the Company would be permitted, subject to shareholder approval, to effect returns of capital to Shareholders without the need to apply to the court. The Takeover Code is issued and administered by the Takeover Panel. The Takeover Code currently applies to the Company and will continue to apply to the Company notwithstanding the Cancellation. If the Company is successfully re-registered as a private company, the Takeover Code will cease to apply to the Company on the expiry of the 10 year period from the date of the Cancellation or, if earlier, the date on which the Company is dissolved. The Takeover 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 Takeover Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets. The Code is based upon a number of General Principles which are essentially statements of standards of commercial behaviour. For your information, these General Principles are set out in Part III. The General Principles apply to all transactions with which the Code is concerned. They are expressed in broad general terms and the Code does not define the precise extent of, or the limitations on, their application. They are applied by the Panel in accordance with their spirit to achieve their underlying purpose. General Principle One states that all holders of securities of an offeree company of the same class must be afforded equivalent treatment and if a person acquires control of a company, the other holders of securities must be protected. This is reinforced by Rule 9 of the Takeover Code which requires a person, together with persons acting in concert with him, who acquires shares carrying voting rights which amount to 30 per cent. or more of the voting rights to make a general offer. A general offer will also be required where a person who, together with persons acting in concert with him, holds not less than 30 per cent. but not more than 50 per cent. of the voting rights, acquires additional shares which increase his percentage of the voting rights. Unless the Takeover Panel consents, the offer must be made to all other shareholders, be in cash (or have a cash alternative) and cannot be conditional on anything other than the securing of acceptances which will result in the offeror and persons acting in concert with him holding shares carrying more than 50 per cent. of the voting rights. In addition to the General Principles, the Code contains a series of Rules (such as Rule 9 which is summarised above), of which some are effectively expansions of the General Principles and examples of their application and others are provisions governing specific aspects of takeover procedure. Although most of the Rules are expressed in more detailed language than the General Principles, they are not framed in technical language and, like the General Principles, are to be interpreted to achieve their underlying purpose. Therefore, their spirit must be observed as well as their letter. The Panel may derogate or grant a waiver to a person from the application of a Rule in certain circumstances. A summary of key points regarding the application of the Code to takeovers generally is set out in Part III. Shareholders are encouraged to read this information carefully and should note that, if the Cancellation and the Re-registration become effective, they will not receive the benefit of the protections afforded by the Takeover Code after the expiry of 10 years from the date of the Cancellation (assuming the Company is still in existence). Share trading facility following Cancellation Your Directors are aware that, following the proposed Cancellation, Shareholders may still wish to acquire further Ordinary Shares or dispose of their Ordinary Shares and, accordingly, intend to use reasonable endeavours to create and maintain a matched bargain settlement facility. The Company has held initial discussions with providers of such facilities. Under such a facility Shareholders or persons wishing to acquire shares will be able to leave an indication with the matched bargain settlement facility provider that they are prepared to buy or sell at an agreed price. In the event that the matched bargain settlement facility provider is able to match that order with an opposite sell or buy instruction, the matched bargain settlement facility provider will contact both parties and then affect the order. Shareholders who do not have their own broker may need to register with a broker as a new client. This can take some time to process and, therefore, Shareholders who consider they are likely to avail themselves of this facility are encouraged to commence it at the earliest opportunity. The contact details of the matched bargain settlement facility provider, once arranged, will be made available to Shareholders on the Company's website. New Articles of Association Conditional on the passing of the resolutions to approve the Cancellation and the Re-registration, it will be necessary to adopt new Articles of Association more in keeping with the Company's new unquoted status. A summary of the New Articles is set out in Part II of the Circular. Trading update The Company announced its Interim Results for the six months ended 31 July 2015 on 30 October 2015. In that announcement, the Company announced a NAV as at 31 July 2015 of GBP1.32 per Ordinary Share and cash resources of GBP6.331 million. Taxation The Board has been advised that the Cancellation and the Re-registration should not have any direct effect on Shareholders' current liabilities to income, capital gains and inheritance tax under UK law. Nevertheless, Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the United Kingdom should consult their professional adviser. General Meeting Set out at the end of the Circular is a notice convening the General Meeting to be held at 3rd Floor, Watson House, 54 Baker Street, London W1U 7BU at 10.00 a.m. on 12 January 2016 for the purposes of considering and if thought fit, passing the Resolutions. Irrevocable Undertakings The Company has received irrevocable undertakings from Shareholders who hold, in aggregate, 5,100,443 Ordinary Shares at the date of the Circular, representing 71.21 per cent. of the current issued ordinary share capital of the Company, that they will vote in favour of the Resolutions. The Company has also received irrevocable undertakings from certain Directors that they will vote in favour of the Resolutions as follows: Director Number of Ordinary Shares % of total voting rights Timothy Woodcock 52,867 0.74% Charles Nasser 50,731 0.71% Stephen Farrugia 210 0.00% Total 103,808 1.45% As a result the Company has received irrevocable undertakings to vote in favour of the Resolutions over a total 5,204,251 Ordinary Shares, representing 72.66 per cent. of the current issued ordinary share capital of the Company. The undertakings will lapse if the Meeting is not held or the Resolutions are not put to Shareholders. In the event that the resolution to approve the Cancellation is not approved, the undertakings to vote in favour of the resolutions to approve the Re-registration and adoption of the New Articles would also lapse. Recommendation The Board believes that the Resolutions as set out in the notice of the General Meeting are in the best interests of the Company and its
(MORE TO FOLLOW) Dow Jones Newswires
December 23, 2015 02:00 ET (07:00 GMT)
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