7 Jul 2020 16:47
7 July 2020
LEI number: 213800AU26HH5KXBS796
Safe Harbour Holdings plc
("Safe Harbour" or the "Company")
Proposed Delisting and Return of Capital
London, 7 July 2020 - The Board of Safe Harbour announces that, while the Board of the Company believe that investment opportunities may emerge over the next 12 months, following discussions with major shareholders and in response to their preferences given current market conditions, the Board has concluded that it is in the best interests of all shareholders at this time to seek a cancellation of the Company's shares from trading on AIM (the "Delisting") and to return Safe Harbour's remaining capital by means of a summary winding up of the Company.
Chairman, Avril Palmer-Baunack, stated "The Board thanks the Company's shareholders for their support in listing the vehicle and the executive team for their extensive efforts and diligent approach in seeking a platform acquisition in the B2B distribution or business services sector".
It is anticipated that after expenses, including the costs of the planned winding up, Safe Harbour shareholders will receive approximately 76p per share. The Company will today publish a circular and notice convening its annual general meeting (the "AGM") to approve the commencement of a summary winding up, the Delisting and the annual report and financial statements for the year ended 31 December 2019.
The AGM will be held at 12:00 p.m. (BST) on Friday, 31 July 2020 at the Company's registered office at One Waverley Place, Union Street, St Helier, Jersey JE1 1AX. Subject to shareholder approval of the resolutions, the expected last day of dealings in the Company's shares on AIM will be 7 August 2020 and the Delisting is expected to become effective at 7:00 a.m. on 10 August 2020.
Should there be any changes to the expected timetable of principal events in connection with the Delisting, the Company shall notify shareholders via a regulatory news service.
Principal effects of the Delisting
In the event that the Delisting is approved by shareholders and becomes effective following the AGM, shareholders should be aware of the implications and principal effects of the Delisting, which include the following:
· there will be no public market on any recognised investment exchange or multilateral trading facility for the Ordinary Shares and, consequently, there can be no guarantee that a shareholder will be able to purchase or sell any Ordinary Shares;
· in the absence of a formal market and quote, it may be more difficult for shareholders to determine the market value of their investment in the Company at any given time;
· the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply;
· Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of certain events and the requirement that the Company seek shareholder approval for certain corporate actions, where applicable, including substantial transactions, financing transactions, reverse takeovers, related party transactions and fundamental changes in the Company's business, including certain acquisitions and disposals;
· the levels of disclosure and corporate governance within the Company may not be as stringent as those for a Company quoted on AIM;
· AIM Rule 26, obligating the Company to publish prescribed information on its website, will cease to apply;
· the Company will cease to have a nominated adviser and broker; and
· the Delisting may have personal taxation consequences for shareholders. Shareholders who are in any doubt about their tax position should consult and appropriate professional adviser.
The above considerations are not exhaustive, and shareholders should seek their own independent advice when assessing the likely impact of the cancellation on them.
As the Company is seeking to return Safe Harbour's remaining capital to shareholders by means of a summary winding up of the Company, the Company does not intend to implement any formal facility to assist shareholders to trade in the Ordinary Shares with effect from the date of Delisting. Accordingly, from the date of Delisting, there can be no guarantee that a shareholder will be able to purchase or sell any ordinary shares.
Electronic Communications
In accordance with the Company's Articles of Association, Safe Harbour's notice and circular for the Company's AGM will be made available to shareholders electronically. Shareholders who also wish to receive a hard copy should contact the Company Secretary via safeharbour@axiocs.com with the details of their shareholding.
Enquiries:
Cenkos Securities plc (Nominated Adviser and Joint Broker)
Tel: +44 (0)207 397 8900
Stephen Keys
Harry Hargreaves
Tulchan Communications (PR Adviser)
Tel: +44 (0)207 353 4200
Matt Low
Amber Ahluwalia
Tom Murray
The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.
James Brotherton is the Chief Financial Officer of Safe Harbour Holdings plc, which has offices at 11 Buckingham Street, London, WC2N 6DF.