RE: Down10 Feb 2014 13:22
C.A. Sperati (The Special Agency) PLC
("CAS" or the "Company")
POSTING OF SHAREHOLDER CIRCULAR
Proposed cancellation of admission to the premium segment of the Official List and to
trading on the main market for listed securities of the London Stock Exchange
Proposed Admission to trading on AIM
Proposed Disposal of the Greenwich Property
Capital Reorganisation
Adoption of New Articles
Change of Name
Subscription of the Subscription Shares at the Subscription Price
and
Notice of General Meeting
The Board of CAS announces that a circular relating, inter alia, to the proposed Disposal of its Greenwich Property (the "Circular"), which constitutes a Class One Circular under the Listing Rules, has been approved by the UK Listing Authority and is being posted to Shareholders today.
The Circular contains a Notice convening a General Meeting of Shareholders to be held at the registered office of the Company at 54 Westcombe Hill, Greenwich, London SE10 0LR, at 11.00 a.m. on 19 December 2013, at which, Shareholder approval will be sought for, inter alia, the Disposal, Capital Reorganisation, adoption of New Articles, Change of Name and Delisting and Admission.
The Circular will be made available for inspection, from today, during normal working hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Company at 54 Westcombe Hill, Greenwich, London SE10 0LR, until the conclusion of the GM on 19 December 2013 and for at least 15 minutes before and during the GM. The Circular will also shortly be made available for viewing on the Company's website at www.casperatiplc.com and has been submitted to the National Storage Mechanism, where it will be available for inspection at www.hemscott.com/nsm.do.
The material terms of the Sale Agreement remain as notified by the Company on 7 August 2013. However, the Company is pleased to note that after taking into account indexation allowance available and expected taxable results of the current financial year, no tax will arise as a result of the Disposal.
Subject to Resolutions 1, 3 to 5 (inclusive) and 8 (5 and 8 of which are being proposed as special Resolutions) being passed by the Shareholders at the General Meeting, the Company intends to cancel the listing of the Ordinary Shares on the premium segment of the Official List and to remove such Ordinary Shares from trading on the Main Market and to apply for admission of the Ordinary Shares to trading on AIM. Under the Listing Rules, a cancellation can be effected by a company after securing a special resolution (requiring at least 75 per cent. approval of those shareholders who vote) in general meeting and the expiration of a period of not less than 20 business days from the date of such shareholder approval. The Board proposes to make application as soon as possible for the Delisting to be effected. Accordingly, s