Last checked at 22 Jun 2018 17:34
22 June 2018
LEI: 213800NEM44T9QHNQV27
Alpha Pyrenees Trust Limited (the "Trust" or the "Company")
Delisting of Ordinary Shares
Alpha Pyrenees Trust Limited announces today that it has applied for a cancellation of the listing of its ordinary shares on the standard segment of the Official List and of trading on the London Stock Exchange's ('LSE') Main Market ("Delisting").
We hereby give notice in accordance with chapter 5 of the Listing Rules and the Admission and Disclosure Standards of the LSE that the Delisting is intended to take effect on 25 July 2018.
BACKGROUND TO AND REASONS FOR DELISTING
Following the sale of the St. Cyr property in France on 20 June 2018, the Trust has completed its orderly realisation process supported by its lender, Barclays Bank PLC: the net proceeds from this final sale will be used to reduce the Trust's bank borrowings and the Trust will then proceed with a full winding up of its group.
As the Board has previously anticipated, the completion of the sales process has not resulted in any return to ordinary shareholders, following the repayment of the Trust's bank borrowings. Furthermore, there has been very limited trading in the Trust's shares and very low levels of liquidity for some time.
Accordingly, given the lack of liquidity and the fact that the realisation process has been completed and the intended winding up of the Trust will shortly commence, the board of the Trust has determined that the cost and administrative burden of maintaining the Trust's listing is no longer justified since there is no realistic prospect of any further returns being made to shareholders.
EFFECTS OF DELISTING ON SHAREHOLDERS AND CORPORATE GOVERNANCE
The principal effect of the delisting is that shareholders will no longer be able to buy and sell ordinary shares on the main market or any other public stock market and the Company will no longer be required to comply with the continuing obligations set out in the Listing Rules and the Disclosure and Transparency Rules or the Market Abuse Regulation. In particular, the Company will not be bound to announce to the market inside information or material events, changes in share capital, administrative changes or material transactions, to announce interim or final results, or to publish annual or interim reports as required under those rules (although it will be required to file reports with the Guernsey Registry within 12 months of the financial year end). Persons discharging managerial responsibilities will not be required to notify the Trust of transactions carried out by them in the ordinary shares, nor will they be required to refrain from dealing in the shares during certain periods as required under the Market Abuse Regulation. Furthermore, the Company will no longer be required to comply with corporate governance requirements applicable to publicly listed companies, and the Company will no longer be subject to the provisions of the Disclosure and Transparency Rules relating to the disclosure of changes in significant shareholdings in the Company. The Company will continue to comply with applicable laws and regulations, including the principles and guidance set out in the Finance Sector Code of Corporate Governance issued by the Guernsey Financial Services Commission and the provisions of the Company's Articles of Association.
The City Code on Takeovers & Mergers ("Takeover Code") will continue to apply to the Company and its shareholders following the Delisting.
It is the Company's intention to retain the existing Board structure, which comprises two Directors, until the commencement of the Company's liquidation.
Any future communication regarding the Company's affairs will be published in the Company's website under the Investor Relations' section and in any other form that may be required by Guernsey law.
TRADING OF ORDINARY SHARES BEFORE AND AFTER DELISTING
During the time period following this announcement until the Delisting takes effect, Shareholders are entitled to sell Ordinary Shares in the market before the Delisting takes place. However, there may not be sufficient liquidity in the market to facilitate this. The Ordinary Shares will remain freely transferable after Delisting in accordance with the Articles of Association and Guernsey law, although there will be no listing or quoting of the Ordinary Shares on any regulated market. Accordingly, the Ordinary Shares may not be readily capable of sale, and the price at which any such sale occurs may not reflect the value of an interest in the Company.
The Ordinary Shares will continue to be settled through CREST, or shareholders can require they be converted into certificated form.
TAXATION
All Shareholders are advised to consult their professional advisers about their own tax position, as the Delisting may have taxation consequences for Shareholders.
For further information:
Serena Tremlett, Chairman, Alpha Pyrenees Trust Limited 01481 231100
Paul Cable, Fund Manager, Alpha Real Capital LLP 020 7391 4700
For more information on the Company, please visit www.alphapyreneestrust.com.
FORWARD-LOOKING STATEMENTS
This trading update contains forward-looking statements which are inherently subject to risks and uncertainties because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are based on the Board's current view and information known to them at the date of this update. The Board does not make any undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Nothing in this trading update should be construed as a profit forecast.