9 Dec 2021 16:32
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Electra Private Equity PLC
Publication of Circular to Shareholders containing a Notice of General Meeting
9 December 2021
Further to its announcement earlier today, Electra Private Equity PLC ("Electra" or the "Company") announces that it has published a shareholder circular (the "Circular"), having received approval from the Financial Conduct Authority, which will be posted to shareholders shortly.
The Circular relates to the proposed cancellation of the Company's ordinary shares to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities ("Delisting") and proposed application for admission to listing on the London Stock Exchange AIM market (''AIM'') as Unbound Group PLC ("Admission") and related matters (the ''Proposals''). The Proposals include Electra's entry into a related party transaction (within the meaning of Listing Rule 11.1.5R) (the "Related Party Transaction") with Ian Watson who is currently the Chief Executive Officer of Electra's Hotter business (and, as a consequence, a statutory director of a subsidiary company of Electra) and who will become an executive director of Unbound Group PLC on Admission, summary details of which were included in the Company's announcement earlier today and further details of which are included in the Circular. Completion of the Related Party Transaction will be conditional upon receiving shareholder approval to the Proposals at the General Meeting.
The Circular contains a notice convening a General Meeting of the Company at which approval will be sought from shareholders for implementation of the Proposals. The General Meeting will be held at 11.00am on 30 December 2021 at the offices of Hogan Lovells International LLP at Atlantic House, 50 Holborn Viaduct, London, EC1A 2FG.
Subject to the passing of the necessary shareholder resolutions at the General Meeting, it is expected that the Delisting will occur at 8.00am on 31 January 2022 at which time the Company's ordinary shares are expected to be admitted to trading on AIM.
A copy of the Circular will shortly be made available on Electra's website at www.electraequity.com. The Circular and Notice of General Meeting will also be submitted to the National Storage Mechanism to be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
ENQUIRIES
Electra Private Equity PLC
Gavin Manson, Chief Financial and Operating Officer
020 3874 8300
Vico Partners
John Sunnucks, Sofia Newitt
020 3957 5045
Financial Adviser and Sponsor to Electra Private Equity PLC
Stifel
Ash Burman, Nick Adams, Stewart Wallace, Francis North
020 7710 7600
FURTHER INFORMATION
This communication is being made for information purposes only in connection with the Related Party Transaction, Delisting and Admission and related matters, and does not purport to be full or complete.
The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and persons into whose possession this document comes should inform themselves about and observe any relevant restrictions. In particular, this document may not be published or distributed, directly or indirectly, in or into the United States of America, Canada, Australia, Japan or South Africa.
The contents of this announcement have been prepared by and are the sole responsibility of Electra.
This announcement does not constitute an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for any securities in any jurisdiction nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with any contract therefor. This announcement may not be relied upon for the purpose of entering into any transaction and should not be construed as, nor be relied on in connection with, any offer, invitation or inducement to purchase or subscribe for, or otherwise acquire, hold or dispose of any securities of Electra and shall not be regarded as a recommendation in relation to any such transaction whatsoever.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the UK by the FCA, is acting as sponsor and nominated adviser to Electra exclusively in connection with the Related Party Transaction, the Delisting and Admission and for no one else in connection with the Related Party Transaction, the Delisting and Admission or any other matters described in this announcement and will not regard any other person as a client in connection with the Related Party Transaction, the Delisting and Admission or any other matters described in this announcement or be responsible to anyone other than Electra for providing the protections afforded to clients of Stifel nor for providing advice in connection with the Related Party Transaction, the Delisting and Admission or any other matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Stifel by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, neither Stifel nor any of its affiliates, directors, officers or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Stifel for the contents of this announcement or its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, or by any other person(s) in connection with the Related Party Transaction, the Delisting and Admission, this announcement, any statement contained herein, or otherwise.
Certain statements made in this announcement are forward-looking statements and by their nature, all such forward-looking statements involve risk and uncertainty. Forward-looking statements include all matters that are not historical facts and often use words such as "expects", "may", "will", "could", "should", "intends", "plans", "predicts", "envisages" or "anticipates" or other words of similar meaning. These forward-looking statements are based on current beliefs and expectations based on information that is known to Electra at the date of this announcement. Actual results of the Electra Group (being Electra and its subsidiary undertakings from time to time), and/or their respective industries may differ from those expressed or implied in the forward-looking statements as a result of any number of known and unknown risks, uncertainties and other factors, including, but not limited to, the effects of the COVID-19 pandemic and uncertainties about its impact and duration, many of which are difficult to predict and are generally beyond the control of Electra. Persons receiving this announcement should not place undue reliance on any forward-looking statements. Unless otherwise required by applicable law or regulation Electra and its advisers (including Stifel) disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.