3 Oct 2017 07:00
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN CITY OF LONDON GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF CITY OF LONDON GROUP PLC.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
3 October 2017
CITY OF LONDON GROUP PLC
("COLG" or "the Company")
Result of Capital Reorganisation and Open Offer and First Admission
Following the announcement made by COLG on 11 August 2017 regarding the proposed acquisition of Milton Homes, Subscription and Open Offer, and the subsequent announcements on 15 September 2017 and 2 October 2017, COLG announces the result of the Capital Reorganisation and Open Offer.
Result of Capital Reorganisation
In order for the Subscription and Open Offer to proceed, the Company is undertaking a share capital reorganisation involving the sub-division, re-designation and consolidation of its ordinary share capital which is to take effect today immediately prior to First Admission. Shareholders approved this Capital Reorganisation at the Company's General Meeting on 2 October 2017.
The Capital Reorganisation involves each Existing Ordinary Share held by a Shareholder being subdivided into:
1 Subdivided Ordinary Share of 0.1 pence each; and
99 Deferred Shares of 0.1 pence each.
Immediately following the subdivision, the Subdivided Ordinary Shares shall be consolidated by consolidating 20 Subdivided Ordinary Shares into one New Ordinary Share of 2 pence.
Holders of fewer than 20 Existing Ordinary Shares will not be entitled to receive a New Ordinary Share following the Capital Reorganisation.
Fractional entitlements to New Ordinary Shares, whether arising from holdings of fewer or more than 20 Existing Ordinary Shares or upon consolidation of the Subdivided Ordinary Shares, will be rounded down to the nearest whole number. Any fractional entitlements arising following the consolidation will be aggregated and sold in the market and the proceeds of sale applied for the benefit of the Company or as it may direct.
The New Ordinary Shares will have the same rights and benefits as the Existing Ordinary Shares (except their par value) and the New Ordinary Shares will be admitted to trading on AIM at 8.00 am today in place of the Existing Ordinary Shares. The percentage of New Ordinary Shares held by each Shareholder immediately prior to First Admission (ie before completion of the Open Offer) will be the same as the percentage of Existing Ordinary Shares held by them immediately before the Capital Reorganisation (subject to fractional entitlements), but each Shareholder will hold fewer New Ordinary Shares than the number of Existing Ordinary Shares currently held.
The Deferred Shares will not be admitted to trading on AIM, will have only very limited rights on a return of capital and will be effectively valueless and non-transferable. The Directors consider that the Deferred Shares will have no effect on the respective economic interests of the Shareholders. No share certificates will be issued for the Deferred Shares. It is currently intended that, in due course and as set out in the Amended Articles of Association, all the Deferred Shares will be re-purchased by the Company, at its sole discretion, for an aggregate consideration of £1 and be cancelled.
Immediately following the Capital Reorganisation, the Existing Ordinary Shares will have converted to 1,842,634 New Ordinary Shares in aggregate which will be admitted to trading on AIM at First Admission at 8.00 am today.
Result of Open Offer
Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full Open Offer Entitlement.
Applicants under the Excess Entitlements Facility will receive their application in full in accordance with the terms of the Open Offer.
A total of 4,444,433 New Ordinary Shares, issued under the Open Offer, will be admitted to trading on AIM at First Admission at 8.00 am today.
Admission of shares to trading
The completion of the Capital Reorganisation, First Admission and completion of the Open Offer and commencement of dealings of the Enlarged Ordinary Share Capital on AIM will occur at 8.00 am today.
Completion of the Acquisition, the Change of Status, the appointment of the Incoming Directors, the Subscription, Second Admission and commencement of dealings of the Further Enlarged Ordinary Share Capital on AIM will occur on 5 October 2017.
Total voting rights
Following First Admission at 8.00 am today, the Company will have a total of 6,287,067 ordinary shares of 2 pence each in issue, each carrying the right to one vote.
Following Second Admission on 5 October 2017, the Company will have a total of 28,731,512 ordinary shares of 2 pence each in issue, each carrying the right to one vote.
PDMR dealings
Paul Milner, chairman of the Company, has taken up his full Open Offer Entitlement. The information required in accordance with Article 19(3) of the EU Market Abuse Regulation No 596/2014 is set out below.
Defined terms are set out in the Company's admission document, dated 15 September 2017.
Enquiries
City of London Group plc Paul Milner | +44 (0)20 7601 6108 |
Peel Hunt LLP (nominated adviser and broker) James Britton, Rishi Shah | +44 (0)20 7418 8900 |
The PR Office (PR adviser) Marc Cohen, Jonathan Garfield | +44 20 7284 6969 |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||||||||
a)
| Name | Paul Milner | |||||||||
2
| Reason for the notification
| ||||||||||
a)
| Position/status | Chairman/PDMR | |||||||||
b)
| Initial notification /Amendment | Initial notification | |||||||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||||||||
a)
| Name | City of London Group plc | |||||||||
b)
| LEI | 2138003UW63TMQ5ZFD85 | |||||||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||||||||||
a)
| Description of the financial instrument, type of instrument | Ordinary shares in the Company of 2 pence each | |||||||||
Identification code | ISIN: GB00BD9GS058 | ||||||||||
b)
| Nature of the transaction | Take-up of entitlement under Open Offer | |||||||||
c)
| Price(s) and volume(s) | ||||||||||
Price | Volume | ||||||||||
£0.90 | 11,479 | ||||||||||
| |||||||||||
d)
| Aggregated information | ||||||||||
- Aggregated volume |
| ||||||||||
- Price | |||||||||||
e) | Date of the transaction | 2 October 2017 | |||||||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | |||||||||
Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Peel Hunt is acting solely as nominated adviser, under the AIM Rules, for the Company and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, Peel Hunt accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. Peel Hunt accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.
In connection with the proposals referred to in this announcement, Peel Hunt and its respective affiliates, may act as investors for their own accounts, may subscribe for or purchase ordinary shares in the Company and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such ordinary shares and other securities of the Company or related investments in connection with such proposals or otherwise. Accordingly, references to the ordinary shares being offered, subscribed, acquired or otherwise dealt in should be read as including any offer to, or subscription, acquisition, or dealing by Peel Hunt and any of its respective affiliates acting as investors for their own accounts. In addition, Peel Hunt or its respective affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of ordinary shares. Peel Hunt has no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.