3 Mar 2015 15:02
3 March 2015
Beale plc
("Beales" or the "Company")
Proposed conversion of preference shares
Further to the announcement of 20 February 2015 that the recommended cash offer for Beales by English Rose ("theOffer") had been declared unconditional in all respects, under the terms of the Company's Articles, all the outstanding convertible preference shares issued by the Company ("Convertible Preference Shares") are required to be redeemed.
The Company has insufficient distributable profits and reserves to enable it to make payment to the holders of Convertible Preference Shares to satisfy such redemption. The Articles provide that if the Company fails to redeem any of the Convertible Preference Shares on their due date, the holders are entitled to convert Convertible Preference Shares into new ordinary shares in the Company ("Ordinary Shares"), subject to the new Ordinary Shares issued representing not more than 9.99 per cent by nominal value of the issued ordinary share capital of the Company.
The nominal value of Convertible Preference Shares required to be converted on exercise of this conversion right is obtained by taking the nominal value of the Convertible Preference Shares, which is £1 per Convertible Preference Share, and calculating the number of Ordinary Shares which such amount would be capable of purchasing at a price calculated by reference to the average of the closing middle market quotations therefor (as derived from the Daily Official List of London Stock Exchange) over the 10 dealing days prior to the date for conversion, the date for conversion being at least 10 business days after notice of exercise by the holder of Convertible Preference Shares.
Central England Co-operative Limited, the registered holder of 983,953 Convertible Preference Shares, has notified the Company that it will not exercise its right to convert any Convertible Preference Shares into Ordinary Shares. However, in accordance with paragraph 3 of Part I of the Offer Document, Beales has received notice from Portnard, being the registered holder of 7,000,000 Convertible Preference Shares, that it is exercising its right to convert a portion of its Convertible Preference Shares into 2,277,999 Ordinary Shares, representing 9.99 per cent of the issued ordinary share capital of the Company. The intended date for such conversion is 13 March 2015. Portnard (owned by Andrew Perloff and family trusts of Andrew and Harold Perloff (Andrew Perloff's brother)) is acting in concert with English Rose. The Offer was made for the issued and to be issued Ordinary Shares and Portnard's acceptance of the Offer in respect of the converted Ordinary Shares will accordingly be counted towards acceptances for the Offer.
The remaining Convertible Preference Shares will remain in issue in accordance with the terms of the Company's Articles.
Applications will be made to the Financial Conduct Authority for the new Ordinary Shares to be admitted to the standard segment of the Official List and to the London Stock Exchange for the new Ordinary Shares to be admitted to trading on its main market for listed securities ("Admission").
Admission is expected to become effective, and dealings in the new Ordinary Shares are expected to commence, at 8.00 a.m. on 13 March 2015.
Following Admission, the new Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares.
On Admission, the Company's issued ordinary share capital will comprise 22,802,796 Ordinary Shares, none of which will be held in treasury. Each Ordinary Share carries the right to one vote and, therefore, the total number of voting rights in the Company on Admission will be 22,802,796. This figure may be used by Beales Shareholders and other investors as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
Capitalised terms used in this announcement that are not otherwise defined have the meanings ascribed to them in the Offer Document dated 29 January 2015.
Further Information
Beale PLC Tel: 01202 552 022
Michael Hitchcock, Chief Executive
Shore Capital Tel: 0207 408 4090
Anita Ghanekar
Edward Mansfield
Buchanan Tel: 0207 466 5000
Charles Ryland
Sophie McNulty
Gabriella Clinkard