3 Feb 2023 11:11
3 February 2023
Morses Club PLC
Result of General Meeting
and
Matched Bargain Facility
Morses Club PLC (AIM: GB00BZ6C4F71, "Morses Club", the "Group", or the "Company"), the established provider of non-standard credit services, announces that, at the general meeting of the Company held today, the special resolutions in respect of the proposed cancellation of the admission of the Company's ordinary shares to trading on AIM (the "Cancellation"), the re-registration of the Company as a private limited company (the "Re-registration") and the adoption of new articles of association were duly passed by shareholders.
As set out in the circular to shareholders of 12 January 2023 (the "Circular"), the Cancellation will become effective on 13 February 2023 and it is expected that the Re-registration will occur during week commencing 20 February 2023. Shareholders are reminded that the last day of dealings on AIM in Morses Club ordinary shares will be 10 February 2023.
Details of the number of proxy votes cast for, against and withheld in respect of the Resolutions are set out below:
Special Resolution | Votes For (Including Discretionary) | Votes Against | Votes Total (excluding Withheld) | Votes Withheld | ||||
No. of shares | % of shares voted | No. of shares | % of shares voted | No. of shares | % of issued share capital | No. of shares | ||
1. | To approve the Cancellation | 62,309,403
| 75.17
| 20,584,929
| 24.83
| 82,894,332
| 61.7 | 26,593
|
2. | Subject to Resolution 1 becoming effective, (i) to approve the Re-registration and (ii) to approve and adopt the new articles of association | 62,305,978
| 75.17 | 20,585,379
| 24.73 | 82,891,357
| 61.7 | 29,568
|
Transactions in the Ordinary Shares prior to and post Cancellation
Prior to Cancellation
Shareholders should note that they are able to continue trading in the Ordinary Shares on AIM prior to Cancellation.
Dealing and settlement arrangements Post Cancellation
The Directors are aware that Shareholders may wish to acquire or dispose of Ordinary Shares in the Company following Cancellation. The Company has appointed Asset Match (www.assetmatch.com) to facilitate trading in the Ordinary Shares on a matched bargain basis following Cancellation ("Matched Bargain Facility"). Asset Match, a firm authorised and regulated by the Financial Conduct Authority, will operate an electronic off-market dealing facility for the Ordinary Shares. This facility will allow existing shareholders of the Company and new investors to trade Ordinary Shares by matching buyers and sellers through periodic auctions. Investors can register their interest for further information on the Asset Match auction process by emailing dealing@assetmatch.com.
The Asset Match trading facility operates under its own code of practice, which governs the behaviour of participants and the running of the periodic auctions. Asset Match operates an open auction system where volumes of bids and offers at different prices are displayed on its website together with the closing date of the auction. At the end of each auction period, Asset Match pass this information through a non-discretionary algorithm that determines a "market-derived" share price based on supply and demand and allocates transactions accordingly. Bids and offers may be made and withdrawn at any time before the closing date of each auction.
Shareholders will continue to be able to hold their shares in uncertificated form (i.e. in CREST) and should check with their existing stockbroker whether they are willing or able to trade in unquoted shares. Shareholders wishing to trade shares through Asset Match must do so through a stockbroker. A comprehensive list of stockbrokers who have signed up to access the Asset Match platform is available on request.
Full details have been made available to Shareholders on the Company's website at www.morsesclubplc.com and directly by letter or e-mail (where appropriate). Shareholders may contact Asset Match in relation to any queries regarding trading via the secondary market trading facility by emailing dealing@assetmatch.com.
The Matched Bargain Facility will operate for a minimum of twelve months after Cancellation. The Directors' current intention is that it will continue beyond that time but Shareholders should note that it could be withdrawn. Further details will be communicated to Shareholders at the relevant time.
If Shareholders wish to buy or sell Ordinary Shares on AIM, they must do so prior to the Cancellation becoming effective. As noted above, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 10 February 2023 and that the effective date of the Cancellation will be 13 February 2023.
A copy of the Circular is available on the Company's website
https://www.morsesclubplc.com/investors/key-corporate-documents/.
Capitalised terms in this announcement, unless otherwise defined, have the same meaning as set out in the Circular.
For more information contact
Morses Club PLC Gary Marshall, Chief ExecutiveGraeme Campbell, Chief Financial Officer |
44 (0) 330 045 0719
|
Blackdown Partners Limited (Financial Adviser) Tom FysonJulian Collett
|
+44 (0) 20 3807 8484
|
Peel Hunt (Nominated Adviser, Financial adviser and Broker) Paul Shackleton Andrew Buchanan Sam Milford (Investment Banking Division)
| +44 (0) 20 7418 8900 |
Camarco Jennifer Renwick Charlotte Hollinshead
|
+44 (0) 20 3757 4994 |
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE REGULATION) AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
MCL.L (MCL)