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Share Name Share Symbol Market Type Share ISIN Share Description
United Carpets Group Plc LSE:UCG London Ordinary Share GB00B05J4D26 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 5.05 0.10 10.00 0.00 01:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
General Retailers 24.0 0.6 0.5 9.9 4

United Carpets Group plc Result of General Meeting

05/01/2021 11:31am

UK Regulatory (RNS & others)


United Carpets (LSE:UCG)
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TIDMUCG

RNS Number : 6151K

United Carpets Group plc

05 January 2021

FOR IMMEDIATE RELEASE

5 January 2021

United Carpets Group Public Limited Company

("United Carpets", the "Group" or "Company")

Result of General Meeting

The board of directors of the Company is pleased to announce that the three special resolutions proposed at the general meeting of the Company held this morning were duly passed. Voting on the resolutions, which was by way of a poll, was as follows:

 
 Resolution                                  For                   Against            Total        Total     No. of 
                                                                                       votes        votes     votes 
                                                                                       validly      cast      withheld 
                                                                                       cast         as 
                                                                                                    % of 
                                                                                                    shares 
                                                                                                    in 
                                                                                                    issue 
                                             No. of       %        No.       % of 
                                              votes        of       of        votes 
                                                           votes    votes     cast 
                                                           cast 
                                            -----------  -------  --------  ------- 
                  1. THAT, for the 
                   purposes of section 
                   701 Companies Act 
                   2006, the Company 
                   be generally and 
                   unconditionally 
                   authorised to make 
                   market purchases 
                   (within the meaning 
                   of section 693(4) 
                   Companies Act 2006) 
                   of ordinary shares 
                   of GBP0.01 each 
                   in the capital of 
                   the Company (Ordinary 
                   Shares) provided 
                   that: 
                   1.1 the maximum 
                   number of Ordinary 
                   Shares which may 
                   be purchased is 
                   29,026,108 
                   (representing 
                   35.66% of the Company's 
                   issued share capital); 
                   1.2 the minimum 
                   price which may 
                   be paid for each 
                   Ordinary Share is 
                   GBP0.01; 
                   1.3 the maximum 
                   price which may 
                   be paid for each 
                   Ordinary Share is 
                   the Tender Offer 
                   Price; 
                   1.4 unless previously 
                   revoked or varied, 
                   the authority conferred 
                   by this resolution 
                   shall expire at 
                   the close of business 
                   on 1 March 2021; 
                   and 
                   1.5 the Company 
                   may make a contract 
                   or contracts to 
                   purchase Ordinary 
                   Shares under the 
                   authority conferred 
                   by this resolution 
                   before the expiry 
                   of that authority 
                   which contract or 
                   contracts will or 
                   may be executed 
                   wholly or partly 
                   after the expiry 
                   of that authority, 
                   and may make a purchase 
                   of Ordinary Shares 
                   under that contract 
                   or those contracts.       54,561,968    99.95    27,000     0.05   54,588,968     67.06      11,872 
                                            -----------  -------  --------  -------  -----------  --------  ---------- 
            2. THAT, subject 
             to and conditional 
             upon Resolution 
             numbered 1 above 
             being passed and 
             upon completion 
             of the purchase 
             by the Company of 
             Ordinary Shares 
             pursuant to the 
             Repurchase Agreement 
             (as defined in the 
             Circular), the admission 
             to trading on AIM 
             (a market operated 
             by London Stock 
             Exchange) of the 
             Ordinary Shares 
             currently in issue 
             and admitted to 
             trading on AIM be 
             cancelled and that 
             the Directors of 
             the Company be and 
             are hereby authorised 
             to take all steps 
             which are necessary 
             or desirable in 
             order to effect 
             such cancellation.              53,721,146    99.66   182,657     0.34   53,903,803     66.22     697,037 
                                            -----------  -------  --------  -------  -----------  --------  ---------- 
            3. THAT conditional 
             upon the Resolution 
             numbered 2 above 
             being passed and 
             on the De-Listing 
             taking effect: 
             3.1 the Company 
             be re-registered 
             as a private company 
             under the Companies 
             Act 2006 by the 
             name of United Carpets 
             Group Limited; and 
             3.2 the Articles 
             of Association that 
             are produced to 
             the General Meeting, 
             marked "Z" and initialled 
             by the Company Secretary 
             for the purposes 
             of identification 
             be adopted as the 
             new Articles of 
             Association of the 
             Company in substitution 
             for, and to the 
             exclusion of, the 
             existing Articles 
             of Association of 
             the Company, with 
             effect from the 
             issue of the certificate 
             of incorporation 
             as a private limited 
             company.                        53,724,646    99.67   179,157     0.33   53,903,803     66.22     697,037 
                                            -----------  -------  --------  -------  -----------  --------  ---------- 
 

As at 6 pm on 31 December 2020, being the record date for the General Meeting, the Company's issued share capital consisted of 81,400,000 Ordinary Shares, carrying one vote each. No Ordinary Shares are held in treasury and there are no Ordinary Shares held in any Company EBT. Therefore, the total voting rights of the Company were 81,400,000.

The resolutions were proposed at the meeting in contemplation of the Board's proposal to return capital to Shareholders by way of a Tender Offer to repurchase Ordinary Shares set out in the Board's circular to Shareholders published on 18 December 2020 (the "Circular").

The Board urges Shareholders to carefully read the Circular, which provides information about the background to, and reasons for, the Board's proposals, and explains why the Board considers those proposals to be in the best interests of the Company and Shareholders as a whole. The Circular can also be found on the Company's website.

The Tender Offer remains open until 3 pm on Friday 8 January 2021. This date may be extended in accordance with the terms and conditions of the Tender Offer set out in the Circular. The Tender Offer will remain open for acceptance for at least 14 days after the Tender Offer is declared unconditional, which may extend the Closing Date and therefore the time by which Qualifying Shareholders who have not tendered their Ordinary Shares in the Tender Offer may do so if they wish . Shareholders who have not yet tendered their Ordinary Shares in the Tender but wish to do so must lodge their completed Tender Forms with the Company's receiving agent, Neville Registrars, or submit their instructions via CREST, prior to 3 pm on Friday 8 January 2021.

 
 Enquiries: 
  United Carpets Group plc 
  Paul Eyre, Chief Executive 
  Ian Bowness, Finance Director          01709 732 666 
 N+1 Singer (NOMAD and Sole Broker) 
  Rick Thompson/Will Goode             020 7496 3000 
 Novella Communications Ltd 
  Tim Robertson 
  Fergus Young                         020 3151 7008 
 

Important Notices

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company in relation to the proposals outlined in the document and will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this document or any matter, transaction or arrangement referred to herein. The responsibilities of N+1 Singer as the Company's nominated adviser and broker under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, Shareholder or any other person. N+1 Singer is not making any representation or warranty, express or implied, as to the contents of this document.

Copies of this announcement will be available free of charge during normal business hours on any Business Day at the offices of the Company from the date of this document until close of business on 8 January 2021 and at the Company's website, www.unitedcarpetsandbeds.com .

Forward-looking statements

This document includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this document and include statements regarding the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Group's results of operations, financial condition, liquidity, prospects, growth and strategies. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: ability to find appropriate investments in which to invest and to realise investments held by the Group; conditions in the public markets; the market position of the Group; the earnings, financial position, cash flows and return on capital of the Group; the anticipated investments and capital expenditures of the Group; changing business or other market conditions; and general economic conditions.

Forward-looking statements contained in this document based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the AIM Rules, Prospectus Rules, the Disclosure and Transparency Rules or other applicable legislation or regulation, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this document.

No Profit Forecast

No statement in this document or incorporated by reference into this document is intended to constitute a profit forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those for the preceding financial periods of the Company.

Notice for US Shareholders

The Tender Offer relates to securities in a non-US company which is registered in the UK and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the United States in certain material respects. This document has been prepared in accordance with UK style and practice for the purpose of complying with English law and the AIM Rules, and US Shareholders should read this entire document, including Part II. The financial information relating to the Company, which is available for review on the Company's website, has not been prepared in accordance with generally accepted accounting principles in the United States and thus may not be comparable to financial information relating to US companies.

The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. The Tender Offer will be extended into the United States in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable. Certain provisions of Regulation 14E under the US Exchange Act are not applicable to the Tender Offer by virtue of Rule 14d-1(c) under the US Exchange Act. US Shareholders should note that the Ordinary Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.

It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the United States and all of its officers and directors reside outside the US. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US person may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Shareholder is urged to consult his, her or its independent professional adviser immediately regarding the tax consequences of tendering any Ordinary Shares in the Tender Offer. To the extent permitted by applicable law and in accordance with normal UK practice, the Company, N+1 Singer or any of their respective affiliates, may make certain purchases of, or arrangements to purchase, Ordinary Shares outside the United States during the period in which the Tender Offer remains open for participation, including sales and purchases of Ordinary Shares effected by N+1 Singer acting as market maker in the Ordinary Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(10) thereunder, such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the AIM Rules, and the relevant provisions of the US Exchange Act. Any information about such purchases will be disclosed as required in the UK and the United States and, if required, will be reported via a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

While the Tender Offer is being made available to Shareholders in the United States, the right to tender Ordinary Shares is not being made available in any jurisdiction in the United States in which the making of the Tender Offer or the right to tender such Ordinary Shares would not be in compliance with the laws of such jurisdiction.

This document has not been approved, disapproved or otherwise recommended by the US Securities and Exchange Commission or any US state securities commission and such authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

Rounding

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables or forms may vary slightly and figures shown as totals in certain tables or forms may not be an arithmetic aggregation of the figures that precede them.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will, subject to certain restrictions relating to persons resident in restricted jurisdictions, be available on the Company's website at www.unitedcarpetsandbeds.com under corporate information by no later than 12 noon on the Business Day following the date of this announcement. For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

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(END) Dow Jones Newswires

January 05, 2021 06:31 ET (11:31 GMT)

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