TIDMDERR
RNS Number : 3396A
Derriston Capital PLC
11 September 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
11 September 2018
DERRISTON CAPITAL PLC
(the "Company")
Notice of General Meeting
Today, the Company:
-- has published an explanatory circular (the "Circular"), which
includes notice of a general meeting of the Company to be held at
the office of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL at
11.00 a.m. on 27 September 2018 (the "General Meeting"); and
-- will publish a prospectus in connection with the acquisition
of S(4) Capital Limited ("S(4) Capital" and the "Acquisition") and
MediaMonks, the trading business owned by S(4) Capital (the
"Prospectus").
The Acquisition, which will result in the issue of 241,285,077
new ordinary shares (the equivalent of 2,412,850,770 existing
ordinary shares) (the "Consideration Shares") remains subject to a
number of conditions including:
(i) the approval by the Company's independent shareholders at
the General Meeting of the conditional waiver by the Panel on
Takeovers and Mergers of any obligation on Sir Martin Sorrell and
persons deemed to be acting in concert with him to make a general
offer to the Company's shareholders pursuant to Rule 9 of the City
Code on Takeovers and Mergers that would otherwise arise upon
completion of the Acquisition (the "Panel Waiver" and the
"Whitewash Resolution"); and
(ii) the admission of the Consideration Shares to listing on the
standard segment of the Official List and to trading on the London
Stock Exchange's Main Market ("Admission").
The General Meeting is being convened to consider the Whitewash
Resolution. A further resolution to grant typical authorities to
issue shares and conduct share buybacks will also be proposed at
the General Meeting (the "Share Resolution"). Whilst all
shareholders can vote on the Share Resolution, only those
considered by the Panel to be independent can vote on the Whitewash
Resolution. Further information regarding the Panel Waiver and the
shareholders considered to be independent for the purposes of the
Whitewash Resolution is set out in the Circular.
There can be no guarantee that the outstanding conditions to
which the Acquisition remains subject will be satisfied. If the
Whitewash Resolution does not pass or any other condition is not
satisfied, Admission will not occur, the Acquisition will not
complete and the Company will remain a cash shell.
The Circular and form of proxy (the "Form of Proxy") can be
found on the Company's website, www.derristoncapital.co.uk, and are
being posted to Shareholders today. Following publication, the
Prospectus will be also be made available on the Company's
website.
As originally announced on 30 May 2018, the Acquisition
constitutes a reverse takeover. The Company therefore requested and
was granted a suspension of listing of its shares.
As a result of the publication of the Prospectus, the Company
considers that S(4) Capital has complied with the disclosure
requirements applicable to companies listed on the standard segment
of the Official List and admitted to trading on the London Stock
Exchange's Main Market.
Accordingly, the Company will shortly request that the
suspension of listing of its shares is ended.
Shareholders should be aware that, as at the date of this
announcement, the share capital of the Company has not been
enlarged by the issue of shares expected in connection with the
Acquisition. The Company's share capital continues to be comprised
of 25,000,000 ordinary shares of 2.5 pence each.
Shareholders should also be aware that, if Admission occurs, the
existing ordinary shares of the Company will represent
approximately 0.98 per cent. of the Company's enlarged share
capital following Admission.
Investors considering dealing in the Company's ordinary shares
prior to completion of the Acquisition should be aware of the risk
of considerable volatility as a result of the very limited market
in the existing shares prior to the new shares being issued and
listed.
The interim results of the Company for the six months ended 30
June 2018 are expected to be published on 12 September 2018.
Action to be taken
Whether or not they intend to be present at the meeting,
shareholders are asked to complete the Form of Proxy in accordance
with the instructions printed thereon and return it to the
Company's Registrars, Share Registrars Limited, The Courtyard, 17
West Street, Farnham, Surrey, GU9 7DR, (by post or by hand) as soon
as possible and, in any event, no later than 11.00 a.m. on 25
September 2018, being 48 hours (not counting any part of a day that
is not a Business Day) before the time appointed for the holding of
the General Meeting.
Shareholders who hold shares in CREST may appoint a proxy by
completing and transmitting a CREST Proxy Instruction to Share
Registrars Limited (ID 7RA36), so that it is received no later than
11.00 a.m. on 25 September 2018.
Completion of a Form of Proxy or the giving of a CREST Proxy
Instruction will not prevent shareholders from attending the
General Meeting and voting in person (in substitution for their
proxy vote) if they wish to do so and are so entitled.
Recommendation
Rodger Sargent (the "Independent Director"), who has been
advised by Arden Partners plc ("Arden") in his capacity as the
independent director, considers the Acquisition and the Waiver
Proposal to be fair and reasonable and in the best interests of
independent shareholders and the Company as a whole. In providing
advice to the Independent Director, Arden has taken account of the
commercial assessments of the Independent Director. Accordingly,
the Independent Director recommends that the independent
shareholders vote in favour of the Whitewash Resolution approving
the Waiver Proposal at the General Meeting, as the Independent
Director intends to do in respect of his entire beneficial
shareholding of 1,450,000 shares, representing approximately 5.80
per cent. of the Company's issued share capital.
The Board of Directors intend to vote in favour of the Share
Resolution in respect of the 2,712,500 shares that they
beneficially own (representing, in aggregate, approximately 10.85
per cent. of the Company's issued share capital).
This announcement contains inside information.
Enquiries:
Derriston Capital plc Via Walbrook
Harry Hyman (Non-executive chairman)
Dowgate Capital Stockbrokers Tel: 020 3903 7715
Limited
(corporate broker to Derriston
and to S(4) Capital)
James Serjeant / David Poutney
Walbrook PR Limited Tel: 020 7933 8780 or derriston@walbrookpr.com
Paul McManus / Nick Rome Mob: 07980 541 893 / 07748 325
236
Harry Hyman, Non-Executive Chairman
Derriston Capital plc, 201 Bishopsgate, London EC2M 3AB
LEI 21380068SP9V65KPQN68
IMPORTANT INFORMATION
Dowgate Capital Stockbrokers Limited which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
is acting for Derriston Capital plc and S(4) Capital Limited in
connection with the proposals set out in this announcement and for
no one else and will not be responsible to anyone other than
Derriston Capital plc and S(4) Capital Limited for providing the
protections afforded to their clients or for providing advice in
relation to this announcement or any matters referred to
herein.
No representation or warranty, express or implied, is made by
Dowgate Capital Stockbrokers Limited as to the contents of this
announcement, or for the omission of any material from this
announcement. Dowgate Capital Stockbrokers Limited have not
authorised the contents of, or any part of, this announcement and
no liability whatsoever is accepted by Dowgate Capital Stockbrokers
Limited for the accuracy of any information or opinions contained
in this document or for the omission of any information from this
announcement.
The boards of Derriston Capital plc and of S(4) Capital Limited,
who have separately appointed Dowgate Capital Stockbrokers Limited,
are both aware of and accept Dowgate Capital Stockbrokers Limited's
role as broker to each such company in connection with the
proposals set out in this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOGFKKDPDBKBFCD
(END) Dow Jones Newswires
September 11, 2018 02:01 ET (06:01 GMT)
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