7 Mar 2017 07:00
Tuesday 7 March 2017
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS PROHIBITED
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Lakehouse plc ("Lakehouse" or the "Company")
Proposed Delisting from Official List and Admission to AIM
Publication of Shareholder Circular and Notice of Annual General Meeting
Appointment of Stockdale Securities
Highlights:
· Proposed delisting from Official List
· Move to AIM
· Appointment of Stockdale Securities as sole broker (and proposed nominated adviser)
Proposed Delisting from Official List
The Board of Lakehouse is proposing to cancel the listing of the Company's ordinary shares of 10p each ("Ordinary Shares") from the premium segment of the Official List of the UK Listing Authority and from trading on the Main Market of London Stock Exchange plc ("LSE") (the "Delisting" or the "Cancellation") and to apply for admission for the Ordinary Shares to trading on AIM (the "Admission"). The Company has 157,527,103 Ordinary Shares in issue as at the date of this announcement. The ISIN is GB00BSKS1M86. The TIDM is LAKE.
Move to AIM
The Company is an asset and energy support services group which offers services within the Compliance, Energy, Property Services and Construction sectors with a focus on the UK public sector and regulated markets.
The Company has considered the structure of its businesses and operations with a view to identifying the most effective strategy to enable the Group to continue to deliver a quality service to its customers, whilst building a platform for more consistent performance and sustainable growth. This review has included consideration of the most appropriate trading platform for the Ordinary Shares on an ongoing basis.
Given the Company's size and strategy, the Board of the Company believes that there will be significant benefits from the proposed move to AIM, which will enable the Company to more effectively deliver value to all of its stakeholders, including Shareholders.
Notice of Annual General Meeting
Under the Listing Rules, the Delisting requires the Company to obtain the prior approval of not less than 75 per cent. of all Shareholders voting in person or by proxy at a general meeting. Accordingly, a circular (the "Circular") is expected to be posted to all shareholders today, 7 March 2017, incorporating a notice of the annual general meeting of the Company (the "Annual General Meeting" or "AGM") to be held at the offices of Eversheds Sutherland (International) LLP at 10.00 a.m. on 31 March 2017, which will include, amongst others, a resolution seeking Shareholder approval for the Cancellation and Admission. Subject to obtaining the requisite Shareholder approval at the AGM, it is expected that the Cancellation and Admission will occur at the same time on or around 2 May 2017.
Appointment of Stockdale Securities
Lakehouse has appointed Stockdale Securities as its sole broker with immediate effect. Stockdale Securities will also act as the Company's nominated adviser with effect from Admission.
Extracts from the letter from the Chairman contained within the Circular and the expected timetable of principal events are reproduced below. The Circular will be made available on the Company's website at
www.lakehouse.co.uk and shortly will be submitted to the National Storage Mechanism where it will be available at www.morningstar.co.uk/uk/nsm.
Enquiries:
Lakehouse plc | Telephone: 01708 758800 |
Bob Holt, Chairman (07778 798816) | |
Michael McMahon, Chief Operating Officer | |
Jeremy Simpson, Chief Financial Officer | |
Stockdale Securities Limited | Telephone: 020 7601 6100 |
Andy Crossley | |
Antonio Bossi | |
Camarco | Telephone: 0203 757 4992 |
Ginny Pulbrook | |
Tom Huddart |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event | Date |
Publication of the Circular | 7 March 2017 |
Latest time and date for receipt of completed Forms of Proxy | 10.00 a.m. on 29 March 2017 |
Annual General Meeting | 10.00 a.m. on 31 March 2017 |
Publication of Schedule One announcement | 31 March 2017 |
Last day of dealings in the Ordinary Shares on the Main Market | 28 April 2017 |
Cancellation of listing of the Ordinary Shares on the Official List | 8.00 a.m. on 2 May 2017 |
Admission and commencement of dealings in the Ordinary Shares on AIM | 8.00 a.m. on 2 May 2017 |
Notes:
1. Each of the times and dates above are indicative only and subject to change without consultation. If any of the above times and/or dates change, the revised times and/or dates will be notified by announcement on a Regulatory Information Service.
2. References in this announcement to time are to London time, unless specified otherwise.
3. The ISIN for the Ordinary Shares will remain GB00BSKS1M86.
4. References to the Move to AIM are conditional on, inter alia, the passing of the Cancellation and Admission Resolution at the Annual General Meeting.
Extracts from the letter from Chairman of Lakehouse to be included in the Circular expected to be posted to Shareholders today.
1. Reasons for the proposed Cancellation and Admission
The Company has reviewed the structure of its businesses and operations with a view to identifying the most effective strategy to enable the Group to continue to deliver a quality service to its customers, whilst building a platform for more consistent performance and sustainable growth. This review has also involved consideration of the most appropriate trading platform for the Company's Ordinary Shares on an ongoing basis. The Board has considered carefully the proposed Move to AIM and believes that it is in the best interests of the Company and its Shareholders as a whole for the following reasons:
· AIM is a market that is more appropriate for a company of Lakehouse's current size and is a market which should enable the Company to attract new investors, providing a platform to promote the Company and trading in its shares;
· in delivering its strategy, the Board will continue to evaluate the Group's portfolio of services to ensure they remain focussed on markets where Lakehouse can operate effectively. AIM offers Lakehouse greater flexibility and certainty with regard to taking strategic actions, including potential future corporate transactions, which the Company may be able to agree and execute more quickly and cost effectively than a company on the Official List; and
· once on AIM, the Company would have the ability to raise equity finance from institutional investors without the need to produce a prospectus as there is no requirement for AIM companies to publish a prospectus or an admission document in relation to a further issuance of AIM-quoted securities provided that the issuance is an exempt offer to the public and those securities will not otherwise be admitted to trading on a regulated market in the European Economic Area. This will enable the Company to raise equity finance, should it need or wish to do so in the future, more efficiently, cost-effectively and on shorter timescales.
Given the Company's size and strategy, the Board believes that these significant benefits of the proposed Move to AIM will enable it to more effectively deliver value to all of its stakeholders, including Shareholders.
2. Implications of the Move to AIM
AIM is the UK's leading stock market for smaller companies. Since AIM was established in 1995, more than 3,600 companies have been admitted to AIM and over £98 billion has been raised collectively. Liquidity on AIM is in part provided by market makers, who are member firms of the London Stock Exchange and are obliged to quote a share price for each company for which they make a market between 8.00 a.m. and 4.30 p.m. on Business Days.
Admission to trading on AIM will not affect the way in which Shareholders buy or sell the Company's shares. Ordinary Shares that are held in uncertificated form will continue to be held and dealt through CREST. Share certificates representing those Ordinary Shares held in certificated form will continue to be valid and no new share certificates will be issued.
Following Admission, the Company will be subject to the AIM Rules for Companies. Shareholders should note that AIM is self-regulated and that the protections afforded to investors in AIM companies are less rigorous than those afforded to investors in companies listed on the premium segment of the Official List. Under the AIM Rules, a Nominated Adviser and broker is required to be engaged by the Company at all times and a Nominated Adviser has ongoing responsibilities to both the Company and to the London Stock Exchange. Conditional on Admission, the Company intends to appoint Stockdale as its Nominated Adviser and corporate broker.
Whilst, for the most part, the obligations of a company whose shares are traded on AIM are similar to those of companies whose shares are listed on the premium segment of the Official List, there are certain exceptions, including those referred to below:
(a) Under the Listing Rules, a company is required to appoint a 'sponsor' for the purposes of certain corporate transactions, such as when undertaking a large corporate transaction or capital raising. The responsibilities of the sponsor include providing assurance to the FCA, when required, that the responsibilities of the listed company have been complied with. Corporate transactions for companies whose shares are listed on the premium segment of the Official List often require shareholder approval and the engagement of a sponsor to oversee the process and liaise with the UKLA. In particular, on a proposed acquisition, disposal or similar transaction, where the size of the target represents 25 per cent. or more of the listed company on the basis of certain comparative tests (for example, consideration for the acquisition as a percentage of market capitalisation of the listed company) a circular to shareholders is required explaining the transaction and seeking the approval of shareholders. For the Company, particularly given its current size and market capitalisation, such transactions may result in significant additional complexity and greater transaction costs to meet the requirements of the Listing Rules and, therefore, prove prohibitive.
(b) Under the AIM Rules for Companies, prior shareholder approval is required only for transactions with a much larger size threshold than applies to companies whose shares are listed on the premium segment of the Official List. These larger transactions include, for example, reverse takeovers (being an acquisition or acquisitions in a 12 month period which either exceed 100 per cent. in various size tests or which result in a fundamental change in the Company's business, board or voting control) or a disposal which, when aggregated with any other disposals over the previous 12 months, results in a fundamental change of business (being disposals that exceed 75 per cent. in various size tests). Under the Listing Rules, a broader range of transactions require prior shareholder approval, including material related party transactions.
(c) The AIM Rules for Companies contain less stringent obligations with regard to a company's purchase of its own securities compared with the Listing Rules.
(d) There is no requirement under the AIM Rules for Companies for a prospectus or an admission document to be published for further issuances of securities to institutional investors, except when seeking admission for a new class of securities or as otherwise required by law (see paragraph 1 above).
(e) Unlike the Listing Rules, the AIM Rules for Companies do not specify any required structures or discount limits in relation to further issuances of securities.
(f) Certain securities laws will no longer apply to the Company if Admission occurs, for example, the Disclosure Guidance and Transparency Rules (save that DTR Chapter 5 in respect of significant shareholder notifications and the EU Market Abuse Regulation (EU No 596/2014) (relating to, inter alia, market abuse and insider dealing) will continue to apply to the Company). This is because AIM is not a regulated market for the purposes of the European Union's directives relating to securities.
(g) The Company is currently required to comply with the UK Corporate Governance Code, or to explain any area of non-compliance. AIM companies are not required to comply with this code. If Admission occurs, the Board proposes to comply with the Corporate Governance Code for Small and Mid-Size Quoted Companies published by the Quoted Companies Alliance.
(h) Institutional investor guidelines (such as those issued by the Investment Association, the Pensions and Lifetime Savings Association and the Pre-Emption Group), which give guidance on issues such as executive compensation and share-based remuneration, corporate governance, share capital management and the allotment and issue of shares on a pre-emptive or non pre-emptive basis, do not apply to companies whose shares are admitted to trading on AIM.
(i) The requirement under section 439A of the 2006 Act to submit a remuneration report for a binding vote by shareholders is only applicable to quoted companies listed on the Main Market. A company whose shares are traded on AIM is not subject to the same obligation to submit its remuneration policy to a binding vote of shareholders.
(j) There is no specified requirement for a minimum number of shares in an AIM company to be held in public hands, whereas a company listed on the Official List has to maintain a minimum of 25 per cent. of its issued ordinary share capital in public hands.
(k) Companies whose shares trade on AIM are deemed to be unlisted for the purposes of certain areas of UK taxation. Following the Move to AIM, individuals who hold Ordinary Shares may, in certain circumstances, therefore be eligible for certain tax benefits. Shareholders and prospective investors should consult their own professional advisers on whether an investment in an AIM security is suitable for them, or whether a tax benefit referred to above may be available to them.
The Board will maintain standards of reporting and governance consistent with the requirements of AIM-quoted entities. The Company does not currently envisage making any changes to its Board composition or to the constitution and membership of its Audit, Nomination and Remuneration Committees as a consequence of the Move to AIM.
It is emphasised that the Move to AIM will have no impact on the existing assets and liabilities of the Company and it will continue to have the same businesses and operations following Admission, subject to the ongoing review of its businesses and operations referred to above. In addition, as a public limited company incorporated and registered in England and Wales, after Admission, the Company will remain subject to the applicable provisions of the 2006 Act, FSMA, the Prospectus Rules and the City Code on Takeovers and Mergers.
3. Risk factors associated with admission to trading on AIM
Although the Company intends to apply for the Ordinary Shares to be admitted to trading on AIM with effect from the Cancellation, there can be no assurance that an active or liquid trading market for the Ordinary Shares will develop or, if developed, that it will be maintained following Admission. AIM is a market designed primarily for emerging and smaller companies, to which a higher investment risk tends to be attached than for larger companies, and may not provide the liquidity normally associated with the Main Market or on some other stock exchanges. Although it is possible that, as a consequence of the Ordinary Shares not being admitted to the Official List following the Cancellation, the Ordinary Shares may be more difficult to sell compared to the shares of companies listed on the Official List, the Board does anticipate that the Company may attract a higher profile and exposure on AIM than it currently enjoys on the Official List, which could in turn improve liquidity.
In addition, as a consequence of the Ordinary Shares not being admitted to the Official List, the market price of the Ordinary Shares may be subject to greater fluctuations than might otherwise be the case as a consequence of a large number of factors, some of which are specific to the Company and its operations and some of which may affect quoted companies generally. Liquidity on AIM is in part provided by market makers who are member firms of the London Stock Exchange and who are obliged to quote a share price for each company for which they make a market between 8.00 a.m. and 4.30 p.m. on each Business Day.
Following Admission, the Company will be subject to the regulatory and disciplinary controls of the AIM Rules for Companies. While, for the most part, the obligations of a company whose shares are admitted to trading on AIM are similar to those of companies whose shares are listed on the premium segment of the Official List, Shareholders should note that the protections afforded to investors in AIM companies are in some respects less rigorous than those afforded to investors in companies whose shares are listed on the Official List, including the differences set out in paragraph 3 above.
4. Details of the Cancellation and Admission
In order to effect the Move to AIM, the Company will require, inter alia, Shareholder approval of the Cancellation and Admission Resolution at the Annual General Meeting to be held at the offices of Eversheds Sutherland (International) LLP at One Wood Street, London EC2V 7WS at 10.00 a.m. on 31 March 2017. The Notice of Annual General Meeting (contained in the Circular) sets out the terms of the Cancellation and Admission Resolution, which is to be proposed as a special resolution. In accordance with the Listing Rules, the Cancellation and Admission Resolution is subject to approval being obtained from not less than 75 per cent. of all Shareholders voting in person or by proxy. If the requisite percentage of Shareholders does not approve the Cancellation and Admission Resolution, the Ordinary Shares will continue to be admitted to the premium segment of the Official List and to trading on the Main Market for listed securities of the London Stock Exchange.
As the Ordinary Shares have been listed on the Official List for more than 18 months, the AIM Rules do not require an admission document to be published by the Company in connection with Admission. However, subject to the passing of the Cancellation and Admission Resolution at the Annual General Meeting, the Company will publish an announcement which complies with the requirements of Schedule One to the AIM Rules for Companies, comprising information required to be disclosed by companies transferring their securities from the Official List, as an AIM Designated Market, to AIM.
Assuming the Cancellation and Admission Resolution is passed, the Company will apply to cancel the listing of the Ordinary Shares on the Official List and to trading on the Main Market. It is intended that the transfer to AIM will take place simultaneously with the Cancellation.
It is expected that the last day of dealings in the Ordinary Shares on the Main Market will be 28 April 2017 and that the Cancellation will take effect at 8.00 a.m. on 2 May 2017, being not less than 20 Business Days from the passing of the Cancellation and Admission Resolution.
5. Adoption of New Articles
The Board is also asking Shareholders at the Annual General Meeting to approve the adoption by the Company of the New Articles with effect from (immediately prior to) Admission primarily for the purposes of effecting minor, non-material administrative, definitional and other updating changes appropriate for a company whose shares are admitted to trading on AIM.
6. Corporate governance and employee share schemes
The Board has reviewed its internal corporate governance procedures, financial controls and reporting procedures and consider these to be appropriate given the size and structure of the Company and its anticipated Move to AIM.
Compliance with the UK Corporate Governance Code is not mandatory for companies whose shares are admitted to trading on AIM. Following Admission, the Directors propose to follow the Corporate Governance Code for Small and Mid-Size Quoted Companies published by the Quoted Companies Alliance.
The Company intends to continue to hold timely board meetings as issues arise which require the attention of the Board. The Board will continue to be responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It will continue to be the Directors' responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company.
The Company does not currently envisage making any material changes to its Board composition or to the constitution and membership of its Audit, Nomination and Remuneration Committees as a consequence of the Move to AIM.
The Company will adopt a new Share Dealing Code of Directors' dealings, compliant with Rule 21 of the AIM Rules for Companies, and will take all reasonable steps to ensure compliance by the Directors and any other relevant individuals. The Share Dealing Code will prevent the Directors and certain other relevant individuals from dealing in Ordinary Shares during close periods.
The Company operates a number of employee share schemes. The rules of such schemes contain provisions which are solely designed to comply with requirements appropriate for a company listed on the Official List. It is therefore intended that, in connection with the Move to AIM, amendments shall be made to the rules of the Company's existing employee share schemes so as to comply with the rules applying to companies traded on AIM and to take account of other requirements which are pertinent to a company admitted to AIM. Such amendments shall include, but shall not be limited to, prohibiting the grant of option at a time which would be in breach of the AIM Rules and imposing an obligation on the Company to make an application to the London Stock Exchange for Ordinary Shares issued pursuant to options or awards to be admitted to trading on AIM, to replace an existing obligation on the Company to make an application for such Ordinary Shares to be admitted to the Official List of the UKLA.
7. Definitions
The following definitions apply throughout this announcement unless the context requires otherwise:
"2006 Act" or "Companies Act" | the Companies Act 2006 |
"Admission" | the admission of the entire issued ordinary share capital of the Company to trading on AIM in accordance with the AIM Rules for Companies |
"AIM" | AIM, a market operated by the London Stock Exchange |
"AIM Designated Market" | a market whose name appears on the latest publication by the London Stock Exchange of the document entitled "The AIM Designated Market Route" and which includes the Official List |
"AIM Rules" | the AIM Rules for Companies and the AIM Rules for Nominated Advisers |
"AIM Rules for Companies" | the rules which set out the obligations and responsibilities in relation to companies whose shares are admitted to trading on AIM, as published by the London Stock Exchange from time to time |
"AIM Rules for Nominated Advisers" | the rules which set out the eligibility, obligations and certain disciplinary matters in relation to nominated advisers as published by the London Stock Exchange from time to time |
"Annual General Meeting" | the annual general meeting of the Company convened for 10.00 a.m. on 31 March 2017 to be held at the offices of Eversheds Sutherland (International) LLP, One Wood Street, London EC2V 7WS by the Notice of Annual General Meeting |
"Business Day" | any day on which the London Stock Exchange is open for the transaction of business |
"Cancellation" or "Delisting" | the proposed cancellation of the listing of the Ordinary Shares on the Official List and from trading on the Main Market |
"Cancellation and Admission Resolution" | Resolution 16 set out in the Notice of Annual General Meeting to approve the Cancellation and Admission |
"Company" or "Lakehouse" | Lakehouse plc, a company registered in England and Wales with registered number 9411297 |
"CREST" | the relevant system, as defined in the CREST Regulations, and the holding of shares in uncertificated form in respect of which Euroclear is the operator (as defined in the CREST Regulations) |
"CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended |
"Directors" or "Board" | the directors of the Company |
"Disclosure Guidance and Transparency Rules" | (a) the disclosure guidance made by the UKLA in accordance with section 73A(3) of Part VI of FSMA relating to the disclosure of information in respect of financial instruments (and, where the context requires, the disclosure rules made by the UKLA in accordance with section 73A(3) of Part VI of FSMA relating to the disclosure of information in respect of financial instruments which have been admitted to trading on a regulated market or for which a request for admission to trading on such market has been made); and (b) the transparency rules made by the UKLA under section 73A(6) of Part VI of FSMA in relation to major shareholdings and the notification and dissemination of information by issuers of transferable securities (and, in each case, as that guidance and those rules may be amended from time to time) |
"Euroclear" | Euroclear UK & Ireland Limited, the operator of CREST |
"FCA" | the Financial Conduct Authority |
"FSMA" | the Financial Services and Markets Act 2000, as amended from time to time |
"Group" | the Company and its subsidiaries |
"Listing Rules" | the listing rules and regulations published by the UKLA acting under Part VI of FSMA, as amended from time to time |
"London Stock Exchange" | London Stock Exchange plc |
"Main Market" | the London Stock Exchange's main market for listed securities |
"Move to AIM" | the Cancellation and Admission |
"New Articles" | the new articles of association proposed to be adopted by the Company pursuant to Resolution 17, further details of which are contained in paragraph 7 of the letter from the Chairman |
"Nominated Adviser" | a nominated adviser, as required by the AIM Rules |
"Notice of Annual General Meeting" | the notice of Annual General Meeting set out at the end of the Circular |
"Official List" | the list maintained by the UKLA in accordance with section 74(1) of FSMA for the purposes of Part VI of FSMA |
"Ordinary Shares" | ordinary shares of 10 pence each in the capital of the Company |
"Stockdale" | Stockdale Securities Ltd, the Company's financial adviser and corporate broker and the proposed nominated adviser and corporate broker to the Company from Admission |
"Prospectus Rules" | the rules made for the purposes of Part VI of FSMA in relation to offers of securities to the public and admission of securities to trading on a regulated market |
"Shareholder" | a holder of Ordinary Shares from time to time |
"UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland |
"UKLA" | the FCA, acting in its capacity as the competent authority for the purposes of Part VI of FSMA |
"UK Corporate Governance Code" | the UK Corporate Governance Code published by the Financial Reporting Council, as in force from time to time |
IMPORTANT INFORMATION
The distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law. Therefore, persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
This announcement contains (or may contain) certain forward-looking statements with respect to the Company and certain of its goals and expectations relating to its future financial condition and performance which involve a number of risks and uncertainties. No forward-looking statement is a guarantee of future performance and actual results could differ materially from those contained in any forward-looking statements. All statements, other than statements of historical facts, contained in this announcement, including statements regarding the Group's future financial position, business strategy and plans, business model and approach and objectives of management for future operations, are forward-looking statements. Generally, the forward-looking statements in this announcement use words such as "aim", "anticipate", "target", "expect", "estimate", "plan", "goal", "believe", "will", "may", "could", "should", "future", "intend" "opportunity, "potential", "project", "seek" and other words having a similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of changes in interest rates and foreign exchange rates, changes in legislation, changes in customer habits and other factors outside the control of the Company, that may cause actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. All forward looking statements contained in this announcement are based upon information available to the Directors at the date of this announcement and access to this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date. The forward-looking statements in this announcement are based on the relevant Directors' beliefs and assumptions and information only as of the date of this announcement, and the forward-looking events discussed in this announcement might not occur. Therefore, Shareholders should not place any reliance on any forward-looking statements. Except as required by law or regulation (including, without limitation, as a consequence of the Prospectus Rules, Listing Rules and/or the Disclosure Guidance and Transparency Rules), the Directors undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future earnings or otherwise.
Stockdale Securities Ltd ("Stockdale"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company in connection with the Cancellation and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or any matter, transaction or arrangement referred to therein. Stockdale makes no representation or warranty, express or implied, as to the contents of this announcement and, aside from the responsibilities and liabilities, if any, which may be imposed by the FSMA or the regulatory regime established thereunder, does not accept any responsibility or liability whatsoever for the accuracy of or opinions contained in (or for the omission of any material information) this announcement and shall not be responsible or otherwise liable for the contents of this announcement.
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