TIDMGLIF
RNS Number : 5509F
GLI Finance Limited
17 November 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EC NO. 596/2014)
("MAR").
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD
BE UNLAWFUL.
Neither this announcement nor any part of it constitutes an
offer or invitation to underwrite, an offer to sell or acquire or
the solicitation of an offer to subscribe for or acquire any
securities in any jurisdiction.
17 November 2020
GLI Finance Limited
("the Group", "the Company" or "GLI")
Firm Placing and Open Offer of New Ordinary Shares
Bond Issue and Warrant Issue
ZDP Continuation
Approval of waiver of Rule 9 of the City Code on Takeovers and
Mergers
Adoption of New Articles
and
Notices of Class Meetings and Extraordinary General Meeting
The Board of GLI is pleased to announce proposals for a
fundraising, a refinancing of the Group's liabilities and a
restructuring of the business to focus its resources on delivering
the strategy of Sancus BMS Group, the Group's secured property
focussed lending division.
Transaction Summary
-- Proposed Firm Placing and Open Offer to raise up to GBP4
million at an Issue Price of 2.25p, of which GBP2.95 million has
been underwritten by Somerston Group, GLI's largest
shareholder.
-- Proposed refinancing of the Group's Existing Bonds by way of
a Bond Issue, with attaching warrants, of up to GBP15 million, for
which commitments of GBP8.2 million have been received including
GBP6 million from Somerston Group.
-- Proposed continuation of the Group's ZDP Shares, with
extension of the final capital repayment to December 2022.
-- Extension of, with potential further extension and increase
to, the Group's credit facility with Honeycomb Investment Trust
("HIT").
Full implementation of the Proposals would result in the Concert
Party (comprising Somerston Group and affiliated entities) holding
a maximum potential interest in the Company of 58.65 per cent.,
which would otherwise trigger certain obligations under Rule 9 of
the Takeover Code, and is therefore subject to the Panel Waiver.
The Proposals (with the exception of the potential extension and
increase of the HIT facility) are subject to the passing of
inter-conditional resolutions at the Meetings by Ordinary
Shareholders, Independent Shareholders in respect of the Panel
Waiver, and ZDP Shareholders.
A circular setting out further details of the Proposals and
including notices of the Meetings will be posted to Shareholders
later today, a copy of which will also be available to download at
the Company's website at www.glifinance.com .
Andy Whelan, Chief Executive Officer of GLI Finance Limited,
commented:
"We are delighted that Somerston Group has provided further
support to the Company during a period of challenging events both
globally with the global health pandemic; and in the UK with Brexit
deadline fast approaching. I would also like to thank all
stakeholders; Ordinary & ZDP shareholders, Bond holders and
Pollen Street Capital (the Manager of Honeycomb Investment Trust)
for their continued support."
This announcement contains inside information which is disclosed
in accordance with the Market Abuse Regulation (No 596/2014)
Enquires:
GLI Finance Limited via Instinctif Partners
Andy Whelan
Public Relations Adviser
Instinctif Partners
Lewis Hill +44 (0) 7837 674 600
Tim Linacre +44 (0) 7949 939 237
Nominated Adviser and Broker
Liberum Capital Limited +44 (0)203 100 2000
Chris Clarke
Lauren Kettle
Kane Collings
1 Introduction
Your Board today announces proposals for an Issue of New
Ordinary Shares by way of a Firm Placing and Open Offer, a Bond
Issue combined with a Warrant Issue, the continuation of the ZDP
Shares to 5 December 2022, the Panel Waiver and the Business
Restructuring of the Group.
The Company has experienced a significant period of challenging
trading, which has been reflected in the market price of its
Ordinary Shares. The Board has seen diminishing returns from
FinTech Ventures, its portfolio of SME-focussed lending platforms,
which has suffered from increased competition, the impact of the
Covid-19 pandemic and, due to its size, difficulty in raising
additional equity. While the pandemic temporarily impacted the
Group's property backed and SME-lending business, Sancus BMS Group,
trading has been recovering and management have maintained a keen
focus on efficient capital allocation and cost management.
The Board now believes that the only investment of the Group
that has any significant tangible value and potential for
substantial growth is the Sancus BMS Group. The Board therefore
intends to restructure the business, focusing its resources on
delivering the business plan for this secured property focussed
lending business. The Board also intends to rebrand the Company
under a new corporate name to reflect this focus, and expects to
put a resolution to Shareholders in that regard at the Company's
next annual general meeting.
The Company has the support of Somerston Group, its largest
Shareholder. Somerston Fintech and Golf have each signed an
irrevocable undertaking in respect of the Proposals, subject to
certain conditions as described at paragraph 13 below. Further
details of Somerston's participation in the Proposals are set out
in the Circular. Following announcement of the Board's intention to
conduct a restructuring and refinancing in the Group's interim
results on 30 September 2020, management has received commitments
of support for the transaction from other key Shareholders.
The Company now proposes a transaction to recapitalise the
Company, supported by total funding commitments of GBP8.95 million
from Somerston Group that comprises:
-- a restructuring of the Group's business to focus on the Sancus BMS Group;
-- raising up to approximately GBP4 million of new equity by way
of the issue of New Ordinary Shares pursuant to the Firm Placing
and Open Offer at an Issue Price of 2.25 pence per New Ordinary
Share, which represents the closing mid-market share price on 16
November 2020;
-- the ZDP Continuation such that the payment of the final
capital entitlement of the ZDP Shares is deferred until December
2022;
-- refinancing the Existing Bonds by the issue of up to GBP15
million in New Bonds with a maturity date in five years' time
(together with Warrants exchangeable into Ordinary Shares at an
exercise price of 2.25 pence per Ordinary Share); and
-- the increase and extension of the Group's credit facility with Honeycomb Investment Trust.
Certain of the Shareholders, being Somerston Fintech, Golf,
Neslo, Lexo Investments Limited, and La
Hauteur Investments Limited, are regarded to be acting in
concert for the purposes of the Takeover Code. Upon completion of
the Open Offer and the Placing, the Concert Party may be interested
in up to 221,454,180 New Ordinary Shares, representing
approximately 49.97 per cent. of the voting rights of the Company
(assuming no subsequent changes to the share capital of the
Company). Upon implementation of the Proposals and exercise in full
at the earliest opportunity of the maximum potential number of
Warrants to be granted to Somerston Fintech and Neslo, the Concert
Party may be interested in up to 314,521,312 Ordinary Shares,
representing approximately 58.65 per cent. of the voting rights of
the Company (assuming no subsequent changes to the share capital of
the Company and no additional subscription for New Bonds or
Warrants by the Concert Party). Without the Panel Waiver, these
acquisitions would require the Concert Party to make a general
offer for the entire issued and to be issued share capital of the
Company not already held by the Concert Party. The Panel has agreed
to grant the Panel Waiver, subject to the passing of the Waiver
Resolution by Independent Shareholders, to be taken on a poll.
The Proposals (with the exception of the increase and extension
of the HIT Facility) are inter-conditional and include elements
that require the approval of Ordinary Shareholders and ZDP
Shareholders at the Meetings. The Circular sets out details of the
Proposals and the reasons why the Board recommends that
Shareholders vote in favour of the Resolutions to be proposed at
the Meetings.
This Circular also sets out the terms of the Open Offer by which
Qualifying Shareholders may participate in the Issue.
2 Background to and reasons for the Proposals
The Company is an alternative finance business which aims to
produce a stable and predictable cash flow and a double digit
return on equity, whilst at least preserving its capital value. As
noted in the June 2020 Interim Results, the Company has certain
liabilities that fall due in the next 12 months which are noted
below:
-- the 2020 Final Capital Entitlement in respect of the ZDP
Shares is payable on 5 December 2020 in an aggregate amount of
approximately GBP12.4 million;
-- the facility with Honeycomb Investment Trust (the " HIT
Facility "), which as at 30 June 2020 was drawn down as to GBP40.8
million, expires on 28 January 2021; and
-- the Existing Bonds are repayable on 30 June 2021 in an
aggregate principal amount of GBP10 million, plus accrued
interest.
The Company has been considering its options regarding these
liabilities and believes the Proposals will address this and ensure
the Company is appropriately capitalised to maximise shareholder
value. The net proceeds of the Issue and the Bond Issue will be
used to repay the Existing Bonds, to finance the potential Tender
Offer of ZDP Shares described in paragraph 12 below and to
recapitalise the Group following the Business Restructuring.
Since the release of the Company's interim results on 30
September 2020, the Company has continued to witness encouraging
new loan origination as other lenders pull back from the market
(and, in some cases, ceased trading), and in the UK especially, it
has a large pipeline of loans. With the extension of the HIT
Facility as part of the Proposals this will allow the UK and Irish
loan books in particular to grow significantly.
3 Trading update and fintech portfolio
Group trading for the third quarter of 2020 has continued on the
same trajectory as seen in the first half of 2020. Despite seeing a
decrease in new loan deployments compared to prior years due to
lockdown restrictions, the Group has continued to write new
business whilst maintaining a keen focus on cost control. The
pipeline of loan origination remains strong, particularly in the UK
and Ireland; the Group's largest jurisdictions and where the
Group's future focus lies.
As part of its review of the Group's operations and loan book in
connection with the proposed Business Restructuring, the Board has
identified potential for provisions and write-downs of assets which
may need to be adopted as part of its 2020 year-end audit. In
particular, the refinancing of a development loan, against which
the Group has previously taken a partial write-down, has faced
further delays and challenges in securing repayment and may need to
be fully provided for, which would result in a write down of GBP1
million.
Furthermore, the Group has seen diminishing returns from its
Fintech Ventures division, which at 30 June 2020 had net assets of
GBP2.5m. The Board recognise the risks and challenges to the
valuation of this portfolio of SME-focussed lending platforms, as
prolonged stresses to portfolio profitability and cash flow
necessitate the need for additional equity and working capital, and
a review at the time of the year-end audit could lead to a partial
or full write-down of the Fintech Ventures portfolio.
4 Importance of voting on the Proposals
The Board believes that there is strong support amongst Ordinary
Shareholders and ZDP Shareholders for the Proposals.
In the event that Shareholders do not vote in favour of the
Proposals at the Meetings, then the terms of the ZDP Shares will
remain unchanged and the fundraising elements of the Proposals will
not occur. Accordingly, the Company would be required to pay the
2020 Final Capital Entitlement on 5 December 2020 and to repay the
amounts outstanding under the Existing Bonds in June 2021.
If the Resolutions are not passed, the Board believes there is a
material risk that the Company may not have sufficient cash
resources to pay the 2020 Final Capital Entitlement in full in a
manner that would satisfy the solvency test set out under Guernsey
company law.
In the event that the Company is required to pay the 2020 Final
Capital Entitlement and has insufficient cash resources to lawfully
do so then, in accordance with the Existing Articles, the Company
shall redeem such number of ZDP Shares (on a pro-rata basis amongst
ZDP Shareholders) as it is lawfully able to redeem on 5 December
2020, and thereafter shall redeem further ZDP Shares in tranches
(on a pro-rata basis amongst ZDP Shareholders) as and when it is
lawfully able to do so. In such circumstances, the Board considers
that there may be an adverse reaction amongst the Group's loan
funder network, which may disrupt the Company's operations and
prejudice the ability of the Group to effectively pursue its
lending business. The Board considers that such a situation would
pose a material risk to the financial and trading position of the
Group.
The Board believes that in the event that the Proposals are not
approved by Shareholders at the Meetings, then alternative sources
of debt or equity financing are very unlikely to be available, or
be available on preferential terms. The Group could then face
administration or other insolvency proceedings which would, in the
Board's opinion, result in Shareholders receiving no value for
their current shareholdings.
THE RESOLUTIONS ARE INTER-CONDITIONAL, SUCH THAT IF ANY OF THE
RESOLUTIONS ARE NOT PASSED, THE PROPOSALS WILL NOT BE
IMPLEMENTED.
5 The Business Restructuring
The Group's strategy is to maximise Shareholder value through
growing the profitability of its core business, Sancus BMS Group,
and realising value from its investments in FinTech Ventures.
However, the Board considers that there are significant obstacles
to achieving realisable value for Shareholders from its portfolio
of Fintech assets. Accordingly, the Board has determined to
restructure the business of the Group to focus solely on the Sancus
BMS Group. The Company intends to simplify the Group corporate
structure, rename the Company and adopt a new remuneration policy
designed to align the interests of the employees and shareholders
and which provides adequate incentives.
The overall objective will be to achieve profitable growth of
the property-backed lending book across appropriate risk spectrums,
supported by a robust credit process and rigorous control of
operating expenses.
The business will be capital efficient and recognise the
different nature of origination in offshore locations and the UK
and Ireland where Sancus BMS Group has adopted a more scalable
model.
The Board will also review the Group's minority holdings in
certain other subsidiary and joint venture undertakings.
6 Change of name
If the Proposals are approved, the focus of the Company's
business and strategy will be changed as set out in paragraph 5
above. The Board considers that it would be appropriate to change
the name of the Company in order to better reflect the refocussed
business and expects to put a resolution to Shareholders in that
regard at the Company's next annual general meeting.
7 The Issue
The Board has given careful consideration as to the structure of
the fundraising aspects of the Proposals, including alternative
sources of financing, and has concluded that the Firm Placing and
Open Offer is the most suitable option available to the Company and
its Shareholders at this time.
7.1 The Firm Placing
Conditional upon the Issue proceeding, the Company has agreed
with Somerston Fintech that pursuant to the Firm Placing, it will
subscribe directly for 77,777,778 New Ordinary Shares at the Issue
Price. The Company has contracted directly with Somerston Fintech
for the subscription of all of the Firm Placing Shares.
The Firm Placing Shares, the issue of which would raise gross
proceeds of GBP1,750,000, are not subject to clawback and are not
part of the Open Offer.
Somerston Group is a major Shareholder in the Company and has
been so since 2016, holding its interest in the Company via
Somerston Fintech and Golf. Somerston Group is a privately owned
group of companies headquartered in Jersey. With its origins in
shipping, Somerston Group now primarily focuses on real estate
investment and development internationally as well as making
private equity and venture capital investments. Somerston Group has
held strategic interests in a number of listed companies. Further
details on Somerston Group are available to view at
www.somerston.com.
The issue of the Firm Placing Shares will lead to the dilution
of existing Shareholders' interests in the Company, as set out in
paragraph 7 of Part 2 of the Circular.
7.2 The Open Offer
Conditional upon completion of the Firm Placing, Qualifying
Shareholders are being offered the opportunity, under the Open
Offer, to apply for New Ordinary Shares at a ratio of 1,583 New
Ordinary Shares for every 4,940 Existing Ordinary Shares held and
registered in their name as at the Record Date. The maximum number
of New Ordinary Shares which will be issued pursuant to the Open
Offer will be 100,000,000. New Ordinary Shares issued to Qualifying
Shareholders under their basic Open Offer Entitlements are not
subject to scaling back.
Any allocation of New Ordinary Shares not taken up by Qualifying
Shareholders pursuant to the Open Offer will be made available
under the Excess Application Facility. Applications in the Excess
Application Facility from Qualifying Shareholders other than
Somerston Fintech and Golf will be given priority in allocation of
New Ordinary Shares under the Excess Application Facility.
Otherwise, there will be no priority given to applications under
the Open Offer.
Somerston Fintech and Golf have irrevocably undertaken to take
up their full Open Offer Entitlement under the Open Offer (being
10,319,086 and 16,283,483 New Ordinary Shares respectively) and,
further, for Somerston Fintech and Golf to apply in the Excess
Application Facility for an additional 10,368,813 and 16,361,952
New Ordinary Shares, respectively. Somerston Fintech and Golf's
application in the Excess Application Facility is subject to
scaling back to the extent that Qualifying Shareholders other than
Somerston Fintech and Golf apply for New Ordinary Shares under the
Excess Application Facility, as referred to above. The remaining
members of the Concert Party have indicated that they are unlikely
to participate in the Open Offer or apply for New Ordinary Shares
under the Excess Application Facility.
The effect of Somerston Fintech and Golf's irrevocable
undertaking in respect of the Open Offer as described above is that
Somerston Fintech and Golf have agreed to effectively underwrite
the Open Offer as to 53,333,334 New Ordinary Shares, to raise gross
proceeds of a further GBP1,200,000 in addition to Somerston
Fintech's GBP1,750,000 subscription in the Firm Placing. The Board
considers it important that Shareholders be given the opportunity
to participate in the Issue, hence the Open Offer and the scaling
back of Somerston Fintech and Golf's applications under the Excess
Application Facility.
Somerston Fintech's participation in the Firm Placing, the Open
Offer and the Bond Issue (as detailed below), and Golf's
participation in the Open Offer, are conditional upon the HIT
Facility Renegotiation (as set out in paragraph 13) being completed
prior to the Meetings. Somerston Fintech and Golf are entitled, at
their sole discretion, to waive the satisfaction of this
condition.
Qualifying Shareholders may apply to acquire less than their
Open Offer Entitlement should they so wish.
Qualifying Shareholders who take up all of their Open Offer
Entitlements may also apply under the Excess Application Facility
for additional New Ordinary Shares in excess of their Open Offer
Entitlement. The Excess Application Facility will comprise such
number of New Ordinary Shares as have not been taken up under the
Open Offer after all Qualifying Shareholders have received their
Open Offer Entitlement in full.
Shareholders should note that the Open Offer is not a rights
issue. Qualifying CREST Shareholders should note that, although the
Open Offer Entitlements will be admitted to CREST and be enabled
for settlement, applications in respect of entitlements under the
Open Offer may only be made by the Qualifying Shareholder
originally entitled or by a person entitled by virtue of a bona
fide market claim raised by Euroclear's Claims Processing Unit.
Qualifying non-CREST Shareholders should note that the Open Offer
Application Form is not a negotiable document and cannot be traded.
Qualifying Shareholders should be aware that in the Open Offer,
unlike in a rights issue, any New Ordinary Shares not applied for
will not be sold in the market or placed for the benefit of
Qualifying Shareholders who do not apply under the Open Offer, but
may be made available under the Excess Application Facility.
Further information on the Open Offer and the terms and
conditions on which it is made, including the procedure for
application and payment, is set out in Parts 2 and 8 of the
Circular and, where relevant, in the Open Offer Application
Form.
The issue of New Ordinary Shares in the Open Offer may lead to
the dilution of existing Shareholders' interests in the Company, as
set out in paragraph 7 of Part 2 of the Circular.
8 The Bond Issue and Warrant Issue
8.1 The Bond Issue
The Company is proposing to issue New Bonds pursuant to the Bond
Issue. The New Bonds will have an interest rate of 7 per cent. per
annum (paid quarterly) and a maturity date of 31 December 2025.
The Company has received commitments to subscribe for New Bonds
in a principal amount of approximately GBP8.2 million and is
entitled to issue New Bonds up to GBP15 million in total until the
maturity date of the New Bonds. Somerston Fintech has irrevocably
committed to subscribe for New Bonds in an aggregate principal
amount of GBP6 million, conditional upon the HIT Facility
Renegotiation (as set out in paragraph 13) being completed prior to
the Meetings and Shareholder approval of the Proposals, and has
indicated that it may subscribe for further New Bonds in a
principal amount of up to GBP2 million. Neslo, a member of the
Concert Party, has indicated that it intends to subscribe for New
Bonds in an aggregate principal amount of GBP400,000, also
conditional upon Shareholder approval of the Proposals.
The net proceeds of the Bond Issue will be used to repay the
Existing Bonds. It is expected that the New Bonds will be issued,
and the Existing Bonds will be repaid, on or before 31 December
2020.
The Company may repay the New Bonds in full or in part prior to
the maturity date on at least one month's written notice to the
relevant holder(s). Other events may give rise to an early
redemption of their New Bonds including the occurrence of a change
of control of the Company (save where Somerston and persons acting
in concert with Somerston acquire such control), a voluntary
winding up of the Company (other than for a reorganisation, subject
to conditions) or a sale of all or a substantial part of the
Company's undertaking or assets. Standard events of default which
could lead to the redemption of the New Bonds also apply. Under the
Bond Instrument, the Company has undertaken not to issue any
further debt securities with a senior ranking to the New Bonds
without the prior approval of a majority of the holders of the New
Bonds. The New Bonds, following issue, will be not be listed on any
stock exchange.
8.2 The Warrant Issue
The Company is proposing to execute the Warrant Instrument
constituting the Warrants to subscribe in cash for new Ordinary
Shares at a subscription price of 2.25 pence per Ordinary Share.
The Warrants will be exercisable on a Business Day, on at least 30
days' notice, in the period to 31 December 2025.
The Warrants will, conditional upon Ordinary Shareholder
approval at the EGM, be issued to investors in the Bond Issue on
the basis of Warrants in respect of 0.25 per cent. of the Company's
issued share capital immediately following Admission being issued
for every GBP100,000 of principal amount of New Bonds issued.
Based on commitments received to subscribe for New Bonds in a
principal amount of approximately GBP8.2 million, Warrants over up
to 100,417,913 new Ordinary Shares will be issued. A maximum of up
to 183,691,304 Warrants may be issued in total, assuming a New Bond
issue of GBP15 million and full take up under the Open Offer.
Somerston Fintech and Neslo will be entitled to receive Warrants in
respect of up to 97,968,696 and up to 4,898,435 further Ordinary
Shares respectively, under the Warrant Issue in respect of the New
Bonds which Somerston Fintech has either irrevocably committed or
indicated that it intends to subscribe for and Neslo has indicated
that it intends to subscribe for (subject to the issued share
capital immediately following Admission, as determined by take up
under the Open Offer).
The Warrant Instrument constituting the Warrants contains
provisions typically found in such instruments, including those
relating to the adjustment of the subscription price or number of
Ordinary Shares to be issued on exercise of the Warrants on the
occurrence of certain events, protections for the holder(s) of the
Warrants and procedures for the modification of the rights of the
Warrants. The Warrants may only (save with the consent of the
Company) be transferred by the holder to any person to whom a
holder of Ordinary Shares may transfer Ordinary Shares in
accordance with the Company's Articles and subject to the transfer
not being contrary to applicable law or regulation. The holders of
the Warrants will have the right to attend and speak at (but not to
vote at) any general meeting of the Company for so long as their
subscription rights remain outstanding. Application will be made
for any new Ordinary Shares that arise on the exercise of the
Warrants to be admitted to trading on AIM (or any other stock
exchange on which the Ordinary Shares may at the relevant time be
admitted to listing or trading).
The issue of new Ordinary Shares pursuant to the exercise of any
Warrants will lead to the dilution of existing Shareholders'
interests in the Company. The number of new Ordinary Shares that
may be issued upon the full exercise of the Warrants will be
equivalent to up to 37.50 per cent. of the issued share capital of
the Company immediately following Admission, assuming the maximum
New Bond issue of GBP15 million, leading to the dilution of the
interests of the Shareholders in the Company at the time of
exercise in full of the Warrants by the same percentage.
9 Related party transaction
Somerston Fintech and Golf are related parties to the Company in
accordance with the AIM Rules, by virtue of their shareholding in
the Company. Nick Wakefield, Chief Investment Officer of Somerston
Group and a director of Golf, is also a non-executive director of
the Company. Somerston Fintech is the sole placee in the Firm
Placing. Somerston Fintech and Golf have also irrevocably
undertaken to participate in the Open Offer in respect of its Open
Offer Entitlement and (subject to the provisions relating to
allocation set out in paragraph 6 of Part 2 of the Circular) in the
Excess Application Facility. Somerston Fintech also intends to
subscribe for New Bonds and Warrants in the Bond Issue and the
Warrant Issue, respectively.
Accordingly, Somerston Fintech and Golf's participation in
certain of the Proposals is a related party transaction for the
purpose of the AIM Rules. The Independent Directors (being those
other than Nick Wakefield) consider, having consulted with the
Company's nominated adviser, Liberum, that the terms of Somerston
Fintech and Golf's participation in the Proposals are fair and
reasonable insofar as Shareholders are concerned.
10 The Takeover Code
The proposed issue of the Firm Placing Shares and the Open Offer
Shares (pursuant to the commitments provided as part of the
irrevocable undertaking and pro rata entitlements under the Open
Offer) to Somerston Fintech and Golf, together with the potential
issue of the New Ordinary Shares being the subject of the Warrants
to be granted to Somerston Fintech and Neslo, gives rise to certain
considerations under the Takeover Code. Brief details of the Panel,
the Takeover Code and the protections they afford are set out
below.
The Takeover Code is issued and administered by the Panel. The
Company is a public limited company whose Existing Ordinary Shares
are admitted to trading on AIM and its Shareholders are therefore
entitled to the protections afforded by the Takeover Code.
For the purposes of the Takeover Code, the members of the
Concert Party are regarded to be acting in concert, as defined by
the Takeover Code, with regard to their holdings of Existing
Ordinary Shares. Further details of the Concert Party are set out
below.
Under Rule 9 of the Takeover Code, where any person acquires,
whether by a series of transactions over a period of time or by one
specific transaction, an interest (as defined in the Takeover Code)
in shares which (taken together with shares in which persons acting
in concert with him are interested) carry 30 per cent, or more of
the voting rights of a company that is subject to the Takeover
Code, that person is normally required by the Panel to make a Rule
9 Offer to the remaining shareholders to acquire their shares.
Similarly, Rule 9 of the Takeover Code also provides, among
other things, that where any person, together with persons acting
in concert with him, is interested in shares which in aggregate
carry not less than 30 per cent. of the voting rights of a company
which is subject to the Takeover Code, but does not hold shares
carrying more than 50 per cent. of the voting rights of that
company and such person or any such person acting in concert with
him acquires an interest in any other shares which increases the
percentage of shares carrying voting rights in which he is
interested, then such person or persons acting in concert with him
will normally be required by the Panel to make a Rule 9 Offer to
the remaining shareholders to acquire their shares.
An offer under Rule 9 of the Takeover Code must be in cash (or
with a cash alternative) and at the highest price paid within the
preceding 12 months for any interest in shares in the company by
the person required to make the offer or any person acting in
concert with him.
Shareholders should be aware that Rule 9 of the Takeover Code
further provides, inter alia, that where any person who, together
with persons acting in concert with him, holds interests in shares
carrying more than 50 per cent. of the voting rights of a company,
acquires an interest in shares which carry additional voting
rights, then they will not normally be required to make a Rule 9
Offer to the other shareholders to acquire their shares.
For the purposes of the Takeover Code, persons acting in concert
include persons who, pursuant to an agreement or understanding
(whether formal or informal), co-operate to obtain or consolidate
control of a company or frustrate the successful outcome of an
offer for a company subject to the Takeover Code. For the purposes
of the Takeover Code, "control" means an interest or interests in
shares carrying in aggregate 30 per cent. or more of the voting
rights of a company, irrespective of whether such interest or
interests give de facto control. Under the Takeover Code,
shareholders in a private company who sell their shares in that
company in consideration for the issue of new shares in a company
to which the Takeover Code applies are also presumed to be acting
in concert in respect of that company unless the contrary is
established.
10.1 Concert Party
Upon completion of the Open Offer and the Firm Placing, the
Concert Party will be interested in up to 221,454,180 New Ordinary
Shares, representing a maximum of approximately 49.97 per cent. of
the voting rights of the Company (on the assumption of no
participation in the Open Offer by Independent Shareholders who are
Qualifying Shareholders and that no other New Ordinary Shares are
issued). Upon implementation of the Proposals in full, the Concert
Party will be interested in up to 314,521,312 New Ordinary Shares,
representing a maximum of approximately 58.65 per cent. of the
voting rights of the Company (on the assumption of no participation
in the Open Offer by Independent Shareholders who are Qualifying
Shareholders, that the Warrants proposed to be granted to Somerston
Fintech and Neslo (in respect of the New Bonds which Somerston
Fintech has irrevocably committed to subscribe for and Neslo has
indicated that it intends to subscribe for) are exercised in full
at the earliest opportunity, being immediately after issue, that no
other Warrants are exercised, and that no other New Ordinary Shares
are issued prior to such exercise), which, without a waiver of the
obligations under Rule 9 of the Takeover Code, would require the
Concert Party to make a Rule 9 Offer to the Company's remaining
Shareholders. However, the Panel has agreed, subject to the Waiver
Resolution being passed on a poll by the Independent Shareholders
at the Extraordinary General Meeting, to waive the requirement
under Rule 9 of the City Code for the Concert Party to make a Rule
9 Offer that would otherwise apply. The members of the Concert
Party will not be able to vote on the Waiver Resolution as they are
not independent. Those persons have undertaken to the Company that
they will not vote on the Waiver Resolution. Further information on
the waiver of the obligation to make such a Rule 9 Offer is set out
in paragraph 10.3 below.
The interests of the persons presumed to be acting in concert
with each other in Existing Ordinary Shares upon implementation of
the Proposals, and the underlying assumptions are set out in the
table below in paragraph 10.2.
10.2 Information on the Concert Party
For the purposes of the Takeover Code, the members of the
Concert Party, being Somerston Fintech, Golf, Lexo Investments
Limited, Neslo and La Hauteur Investments Limited, are regarded as
acting in concert by the Panel with regard to their holdings of
Existing Ordinary Shares or their relationship with regard to their
holdings of Existing Ordinary Shares. Nicholas Wakefield, a
non-executive director of the Company, is Chief Investment Officer
of the Somerston Group and a director of Golf.
Somerston Group is interested in a total of 26.60 per cent. of
the Existing Ordinary Shares, held via its subsidiaries, Somerston
Fintech and Golf. Somerston Fintech and Golf are private registered
companies in Jersey and both members of the Somerston Group, a
business based in Jersey and focused on investments in real estate,
ventures and technology and listed companies. Golf is wholly owned
by Somerston Fintech, and there is commonality of decision making
between Somerston Fintech and Golf in relation to their respective
shareholdings in the Company. Somerston Fintech and Golf hold 10.32
per cent and 16.28 per cent. of the Company's voting share capital
respectively, taking Somerston Group's aggregate interest in the
voting share capital of the Company to 26.60 per cent. Alex Ohlsson
is a director of Somerston Group Limited and a director of both
Somerston Fintech and Golf. Mr Ohlsson has the right to control the
boards of both Lexo Investments Limited and Neslo and holds 50 per
cent. of the voting rights of Lexo Investments Limited, with the
balance being held by a trust established for the benefit of Alex
Ohlsson and his family. Further, Lexo Investments Limited in turn
holds 60 per cent. of the voting rights of Neslo. The voting rights
of La Hauteur Investments Limited are controlled by Neill Anders
Ohlsson and Patricia Anne Ohlsson, the parents of Alex Ohlsson, who
also have a right to control the board of La Hauteur Investments
Limited.
The interests of the Concert Party (both number and percentage)
in the Existing Ordinary Shares and their maximum potential
interests in the issued share capital of the Company upon
implementation of the Proposals (including the exercise of the New
Ordinary Shares the subject of the Warrants) are set out below.
Existing Effect of Effect Effect of
Ordinary completion of completion completion
Share capital of the Firm of the of the Firm
Placing Firm Placing Placing
and Open and Open
Offer Offer and
exercise
of Warrants
Concert Parties
Somerston Group via
* Somerston Fintech Limited 32,202,329 109,980,107 130,668,006 219,303,369
10.32% 28.21% 29.48% 40.90%
* Golf Investments Limited 50,815,167 50,815,167 83,460,602 83,460,602
16.28% 13.03% 18.83% 15.56%
Lexo Investments Limited 2,242,829 2,242,829 2,242,829 2,242,829
0.72% 0.58% 0.51% 0.42%
Neslo Partners No.
2 Limited 4,932,743 4,932,743 4,932,743 9,364,512
1.58% 1.27% 1.11% 1.75%
La Hauteur Investments
Limited 150,000 150,000 150,000 150,000
0.05% 0.04% 0.03% 0.03%
Concert Party's Total 90,343,068 168,120,846 221,454,180 314,521,312
28.95% 43.13% 49.97% 58.65%
--------------- ------------- --------------- -------------
Resultant share capital
at each stage 312,065,699 389,843,477 443,176,811 536,243,943
--------------- ------------- --------------- -------------
The above interests have been calculated on the basis:
-- of completion of the Firm Placing;
-- that Somerston Fintech and Golf are the only members of the
Concert Party that subscribe for their Open Offer Entitlement in
full;
-- that Somerston Fintech and Golf subscribe for the maximum
number of New Ordinary Shares that they have irrevocably undertaken
to subscribe for under the Excess Application Facility;
-- no take up by Independent Shareholders who are Qualifying
Shareholders of their respective Open Offer Entitlements (such that
the only New Ordinary Shares to be issued under the Open Offer are
to members of the Concert Party); and
-- that options over New Ordinary Shares the subject of the
Warrants to be issued to Somerston Fintech and Neslo in respect of
the New Bonds which Somerston Fintech has irrevocably committed to
subscribe for (being a principal amount of GBP6 million), the New
Bonds which Somerston Fintech has indicated it may subscribe for
(being a principal amount of GBP2 million) and the New Bonds which
Neslo has indicated that it intends to subscribe for (being a
principal amount of GBP400,000), are exercised in full at the
earliest possible date (being immediately after their issue), and
that no other options or conversion rights are exercised by other
persons.
The maximum potential interests of the Concert Party following
Admission and following exercise of the Warrants will be determined
by take up by Independent Shareholders who are Qualifying
Shareholders under the Open Offer. To the extent that Independent
Shareholders who are Qualifying Shareholders take up their Open
Offer Entitlements or are allocated additional New Ordinary Shares
pursuant to applications under the Excess Application Facility
(thereby increasing the issued share capital upon Admission), the
maximum percentage interests of the Concert Party will be diluted
accordingly.
Other than as disclosed in the table above, as at 16 November
2020, being the latest practical date prior to publication of the
Circular, no member of the Concert Party, their immediate families
or person connected with any of them (within the meaning of Part 22
of the UK Companies Act and related regulations) nor any persons
acting in concert with any of them, had any interests, rights to
subscribe or short positions (whether conditional or absolute and
whether in the money or otherwise), including any short position
under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery in any relevant securities of the Company.
There are no relationships (personal, financial and commercial),
arrangements and understandings between the Concert Party members
and any of the Independent Shareholders or any person who is, or is
presumed to be, acting in concert with any Independent Shareholder
to disclose.
10.3 Waiver of Rule 9 obligation
Under Note 1 on the Notes on the Dispensations from Rule 9 of
the Takeover Code, the Panel will normally waive the requirement
for a Rule 9 Offer if, inter alia, those shareholders of the
company who are independent of the persons who would otherwise be
required to make a Rule 9 Offer pass an ordinary resolution on a
poll at a general meeting approving such a waiver.
The Company has applied to the Panel for a waiver of the
obligation of the Concert Party under Rule 9 of the Takeover Code
that would otherwise arise and require it to make a Rule 9 Offer to
the Company's other Shareholders as a result of the issue to the
Concert Party of the Firm Placing Shares, the Open Offer Shares and
any New Ordinary Shares subsequently issued pursuant to the
Warrants in connection with the implementation of the Proposals.
Subject to the approval of the Independent Shareholders of the
Waiver Resolution, to be taken on a poll at the Extraordinary
General Meeting, the Panel has agreed to waive such obligation to
make a Rule 9 Offer. To be passed, the Waiver Resolution will
require a simple majority of the votes cast on a poll by the
Independent Shareholders voting at the Extraordinary General
Meeting. Members of the Concert Party will not be permitted to vote
on the Waiver Resolution and have undertaken to the Company that
they will not vote on the Waiver Resolution.
The Notice of the Extraordinary General Meeting, at which the
Resolutions will be proposed, is set out at the end of the
Circular. Should Shareholder approval not be obtained for the
Waiver Resolution, the Open Offer, the Bond Issue (and associated
Warrant Issue) and the Firm Placing will not proceed.
Following implementation of the Proposals, the members of the
Concert Party will, in aggregate, be interested in Ordinary Shares
carrying more than 30 per cent. of the Company's voting share
capital immediately following Admission. Furthermore, pursuant to
the Warrant Issue only, the Concert Party will be able to increase
its aggregate interest in the voting share capital of the Company
(to the extent only permitted by and in connection with the Warrant
Issue) without incurring any obligations under Rule 9 to make a
general offer to the Company's other Shareholders.
Following the issue of the New Ordinary Shares and exercise in
full at the earliest opportunity of the Warrants to be granted to
members of the Concert Party, the Concert Party will in aggregate
hold Ordinary Shares carrying more than 50 per cent. of the
Company's voting share capital (for so long as they continue to be
treated as acting in concert). As a result, for as long as they
continue to be treated as acting in concert, the members of the
Concert Party will be able to increase their aggregate holding in
the Company without incurring an obligation under Rule 9 to make a
mandatory offer to the other Shareholders.
Individual members of the Concert Party, other than Somerston
Fintech and Golf who are viewed as a single shareholder for the
purposes of the Code, will not be able to increase their percentage
interest in the shares through or between a Rule 9 threshold
without Panel consent.
The Concert Party will not be restricted from making a
subsequent offer in the future for the Company in the event that
the Waiver Resolution is approved by the Independent Shareholders.
For the avoidance of doubt, the waiver from the obligation that the
Concert Party would otherwise have to make a Rule 9 Offer to the
Company's other shareholders granted pursuant to the Waiver
Resolution applies only in respect of increases in shareholdings of
the Concert Party following the issue of the Firm Placing Shares,
Open Offer Shares and exercise of Warrants granted to members of
the Concert Party which result in the Concert Party in aggregate
holding Ordinary Shares carrying more than 50 per cent. of the
Company's voting capital and not in respect of other increases in
its holdings taking place prior to such threshold being
crossed.
10.4 Disqualifying Transactions
The waiver to which the Panel has agreed under the Takeover Code
will be invalidated if any purchases are made by any member of the
Concert Party, or any person acting in concert with it, in the
period between the date of the Circular and the Extraordinary
General Meeting. No member of the Concert Party, nor any person
acting in concert with it, has purchased or acquired an interest in
Existing Ordinary Shares in the 12 months preceding the date of the
Circular.
10.5 Intentions of the Concert Party
The Concert Party has no intention of making any changes in
relation to the future business or strategic plans of the Company,
any research and development functions of the Company, the pension
arrangements of the Company, or its place of business.
The Concert Party has no intention of making any changes to the
continued employment of the employees and management of the Company
or of its subsidiaries, including any material change in the
conditions of employment or in the balance of the skills and
functions of the employees and management.
The Concert Party has no intention of changing the location and
functions of the headquarters of the Group. The Concert Party
understands that the Business Restructuring will include a review
by the Board of certain business operations and related functions
of the Group and, accordingly there will be a review of the
employment requirements of the Group which may or may not result in
changes to overall levels of employment or office locations.
Otherwise, the Concert Party does not believe that the strategic
plans for the Group will have any repercussions on employment or on
the locations of the Company's places of business. The Concert
Party has no intention of making any changes to employer
contributions into the Company's pension scheme(s) (including with
regards to current arrangements for the funding of any scheme
deficits), the accrual of benefits for existing members, or the
admission of new members.
The Concert Party has no intention to redeploy the Company's
fixed assets.
The Concert Party has no intention of making any changes to the
maintenance of the existing trading facilities for the New Ordinary
Shares.
The Concert Party has no intention to propose any management
incentivisation arrangements for the Board.
The Independent Directors note the statements made above by the
Concert Party in respect of any repercussions in relation to
employment and the locations of the Company's place of
business.
Nick Wakefield, non-executive director of the Company, is also
the Chief Investment Officer of Somerston Group. As set out in this
paragraph 10.5, the Concert Party have no intentions as to the
business, employees or pension scheme(s) of the Group. Any future
influence or input Mr Wakefield may have as to the business of the
Group will be in discharge of his statutory and fiduciary duties as
a Director, in order to maximise value for Shareholders.
11 The ZDP Continuation
11.1 Background to the ZDP Continuation
The Company currently has two classes of Shares in issue;
Ordinary Shares and ZDP Shares. The Ordinary Shares have been
traded on the AIM market of the London Stock Exchange since August
2005. The ZDP Shares were issued in December 2014 and have been
traded on the standard listing segment of the main market of the
London Stock Exchange since October 2015. As at the date of the
Circular, the Company's issued share capital is 312,065,699
Ordinary Shares and 20,791,418 ZDP Shares.
The ZDP Shares are non-participating and non-voting (except in
certain limited circumstances, including at the ZDP Class Meeting
and on Resolution 3 at the Extraordinary General Meeting) but carry
the right to the repayment of a Final Capital Entitlement on the
ZDP Maturity Date. The ZDP Maturity Date is currently 5 December
2020, on which date the holders of ZDP Shares are entitled to
receive from the Company 141.152 pence for each ZDP Share that they
hold, which would represent a return on the issue price of the ZDP
Shares equivalent to 5.5 per cent. Per annum up to and including 5
December 2019, and 8 per cent. per annum from 6 December 2019 to
the ZDP Maturity Date. The Final Capital Entitlement is to be paid
by way of the redemption of the ZDP Shares, and under the Articles
and applicable company law the Company may only redeem such Shares
to the extent that the Board is comfortable that, after such
redemption, the Company can satisfy the solvency test prescribed by
Guernsey company law.
The ZDP Continuation comprises the adoption of the New Articles
which will extend the term of the ZDP Shares to 5 December 2022 and
provide for a 2022 Final Capital Entitlement of 164.64 pence per
ZDP Share. The ZDP Continuation is conditional upon completion of
the Issue.
A continuation of an investment in the ZDP Shares will allow ZDP
Shareholders to continue their investment in the Company. As noted
at paragraph 2 of Part 6 of the Circular, UK resident ZDP
Shareholders should generally not be treated as making a disposal
for the purposes of UK taxation of chargeable gains as a result of
doing so. It is important to note that the discussion of the tax
treatment contained in Part 6 of the Circular is intended only as a
general and non-exhaustive summary of the expected tax treatment
and ZDP Shareholders are advised to seek independent professional
advice as to the tax consequences for them of the Proposals.
11.2 Key features of the amended ZDP Shares
If the Proposals are adopted, the ZDP Shares:
-- will have a repayment date of 5 December 2022;
-- are intended to provide ZDP Shareholders with a level of
capital growth at a rate of 8 per cent. per annum;
-- subject to the Company having sufficient assets at the time
to satisfy the solvency test set out under Guernsey company law,
will carry the right to be paid the 2022 Final Capital Entitlement
of 164.64 pence in cash on 5 December 2022; and
-- will continue to benefit from the protection afforded by the Cover Test.
Save as set out above, the rights of the ZDP Shares following
the implementation of the Proposals will be the same as the rights
of the existing ZDP Shares. The amended rights of the ZDP Shares
are set out in the New Articles and are described in full in Part 3
of the Circular. The New Articles are available for inspection as
set out in Part 7 of the Circular.
The ability of the Company to pay the 2022 Final Capital
Entitlement is dependent on the performance of the Company's
business and investments. ZDP Shares are not a guaranteed,
protected or secured investment and ZDP Shareholders may therefore
not receive their full 2022 Final Capital Entitlement.
11.3 Adoption of the New Articles
The ZDP Continuation will be implemented by way of the adoption
of the New Articles.
The New Articles contain the amended rights attaching to the ZDP
Shares as set out in Part 3 of the Circular. The New Articles
contain a right attaching to all ZDP Shares for such ZDP Shares to
be redeemed on 5 December 2022 at a redemption price of 164.64
pence per ZDP Share (being the 2022 Final Capital Entitlement).
The New Articles also contain certain non-substantive changes to
reflect updates to applicable law and practice.
The Existing Articles and the New Articles (in the form of a
comparison document showing the changes between the two) are
available for inspection as set out in Part 7 of the Circular.
If the Proposals are approved by Shareholders, the New Articles
will be adopted on the date of on which the Resolutions are passed.
Upon the ZDP Continuation, ZDP Shareholders shall continue to hold
ZDP Shares on the amended terms as set out in the New Articles. In
the case of any discrepancy between the Circular and the New
Articles, the terms of the New Articles will prevail.
11.4 Dealings in ZDP Shares
No new securities will be issued by the Company in connection
with the ZDP Continuation and the ZDP Shares will continue to be
held by ZDP Shareholders, albeit on the revised terms of the ZDP
Continuation.
Dealings in the ZDP Shares will continue to be effective in
CREST and the existing ISIN number GG00BTDYD136 will continue to
apply.
ZDP Shareholders who hold their ZDP Shares in certificated from
will not receive replacement certificates in respect of their ZDP
Shares.
11.5 Taxation
The attention of ZDP Shareholders is drawn to Part 6 of the
Circular which sets out a general guide to certain aspects of
current UK and Guernsey taxation law and HMRC published
practice.
12 The Tender Offer and buybacks of ZDP Shares
If Shareholders vote in favour of the ZDP Continuation at the
Meetings and the Proposals are implemented, the Board intends to
announce details of a Tender Offer for ZDP Shares to complete
on
or around 31 March 2021.
It is intended that the Tender Offer be made by or on behalf of
the Company to all ZDP Shareholders for the purchase of ZDP Shares,
on a pro rata basis amongst ZDP Shareholders, at a price per ZDP
Share equal to the then accrued capital entitlement per ZDP Share
calculated in accordance with the New Articles. The Board intends
that the Tender Offer will be for approximately 25 per cent. of the
ZDP Shares then in issue (excluding ZDP Shares held in
treasury).
The Company may continue to buy back any ZDP Shares in the
period to the date of completion of the Tender Offer, subject to
the parameters of that programme and to the Company having
sufficient Shareholder authority to do so, and in accordance with
applicable law and regulation.
There is no guarantee that the Company will buy back ZDP Shares
in this period or at all, or that the Tender Offer will be
implemented in March 2021 or at all. Although it is the Board's
intention and expectation that the Company will be able to make the
Tender Offer in March 2021, this is subject to the Company's
ability at that time to lawfully purchase its own shares, which
depends on the Board's determination that the Company may do so in
satisfaction of the solvency test prescribed by Guernsey company
law.
13 Honeycomb Investment Trust (HIT) Facility
Honeycomb Investment Trust provides the HIT Facility, a GBP45
million credit facility, to Sancus Loans Limited (" Sancus Loans
"), a special purpose loan vehicle and a wholly owned subsidiary of
Sancus BMS Group. The HIT Facility has a term of three years due to
end on 28 January 2021.
The Group has agreed with Honeycomb Investment Trust the
extension of the term of the HIT Facility by a further period of 18
months such that, with effect from 13 November 2020, the HIT
Facility will expire on 28 July 2022.
Further, the Group has presented to Honeycomb Investment Trust
additional proposed changes to the HIT Facility and request for
waivers, including to (a) further extend the term of the HIT
Facility to 28 January 2024; and (b) increase the HIT Facility to a
maximum principal amount of GBP75 million (the " HIT Facility
Renegotiation "). The HIT Facility Renegotiation is subject to an
audit of Sancus Loans, which is expected to conclude by 4 December
2020.
Somerston Fintech's participation in the Firm Placing, the Open
Offer and the Bond Issue, and Golf's participation in the Open
Offer, are conditional upon the HIT Facility Renegotiation being
completed prior to the Meetings. Somerston Fintech and Golf are
entitled, at their sole discretion, to waive the satisfaction of
this condition.
14 Relationship Agreement
On 16 November 2020, the Company, Somerston Fintech and Golf,
entered into a relationship agreement to manage the relationship
between the Company, Somerston Fintech and Golf following
Admission. The Relationship Agreement is conditional on Admission
occurring and, among other things:
a) provides that the Company shall be allowed to operate
independently of Somerston Fintech, Golf and their associates;
b) provides that all arrangements between Somerston Fintech,
Golf and their associates and the Company will be on arm's length
terms and on a normal commercial basis; and
c) provides that Somerston Fintech and Golf shall promptly
notify the Company of any actual or potential transaction, dealing
or relationship between it, its associates or its group and shall
use its reasonable endeavours to ensure that such transaction,
dealing or relationship be on arm's length terms and on a normal
commercial basis.
For a detailed summary of the Relationship Agreement, see
paragraph 8.2 of Part 7 of the Circular.
15 Costs of the Proposals
The Company estimates that it will incur costs of approximately
GBP470,000 in respect of the development and implementation of the
Proposals.
16 Risk factors relating to the Proposals and the Company
The Company's performance is dependent on many factors and an
investment in the Company carries, and the implementation of the
Proposals, carries risks. Shareholders are referred to the section
of the Circular entitled "Risk Factors" on pages 36 to 41 of the
Circular.
Shareholders should read carefully the information on the
Proposals set out in the Circular.
Shareholders who are in any doubt as to the contents of the
Circular or as to the action to be taken should immediately seek
their own personal financial advice from their independent
professional adviser authorised under the Financial Services and
Markets Act 2000.
17 The Meetings
The implementation of the Proposals requires Shareholder
approval at the following Meetings:
-- the passing by ZDP Shareholders of the Resolution to be proposed at the ZDP Class Meeting;
-- the passing by Ordinary Shareholders of the Resolution to be
proposed at the Ordinary Class Meeting; and
-- the passing by Ordinary Shareholders and, in respect of
Resolution 3 only, ZDP Shareholders, of the Resolutions to be
proposed at the Extraordinary General Meeting.
Notices of the ZDP Class Meeting, the Ordinary Class Meeting and
the Extraordinary General Meeting are set out in Part 10 of the
Circular.
Voting on each of the Resolutions will be held by a poll.
Please refer to paragraph 18 below in relation to arrangements
that the Board is making for the Meetings due to measures imposed
as a result of the spread of the Covid-19 virus.
17.1 ZDP Class Meeting
The ZDP Class Meeting has been convened for 4 December 2020 at
10.00 a.m. to enable ZDP Shareholders to consider and, if thought
fit, pass a special resolution consenting to the passing of the ZDP
Continuation Resolution to be proposed at the Extraordinary General
Meeting and any variation of their class rights which might arise
under or as a result of the passing and carrying into effect of
such Resolution. In the event that this Meeting is adjourned due to
the absence of a quorum, the adjourned Meeting will be held at the
same venue on the same day at 10.30 a.m.
The majority required for the passing of the Resolution to be
proposed at the ZDP Class Meeting is not less than 75 per cent. of
the votes cast (in person or by proxy) on that Resolution at the
ZDP Class Meeting.
The ZDP Class Meeting will take place at the Company's
registered office, Block C, Hirzel Court, Hirzel Street, St Peter
Port, Guernsey GY1 2NL, Channel Islands. ZDP Shareholders alone are
entitled to attend and vote at the ZDP Class Meeting.
The quorum for the ZDP Class Meeting is two persons present in
person or by proxy and holding at least one third of the issued ZDP
Shares at the date of the Meeting. If the Meeting is not quorate,
it will be adjourned to the time and place indicated above,
whereupon one person holding ZDP Shares and present in person or by
proxy shall form the quorum.
17.2 Ordinary Class Meeting
A meeting of Ordinary Shareholders has been convened for 4
December 2020 at 10.10 a.m. (or as soon thereafter as the ZDP Class
Meeting shall have concluded or been adjourned) to enable Ordinary
Shareholders to consider and, if thought fit, pass a special
resolution consenting to the passing of the ZDP Continuation
Resolution to be proposed at the Extraordinary General Meeting and
any variation of their class rights which might arise under or as a
result of the passing and carrying into effect of such Resolution.
In the event that this Meeting is adjourned due to the absence of a
quorum, the adjourned Meeting will be held at the same venue on the
same day at 10.40 a.m.
The majority required for the passing of the Resolution to be
proposed at the Ordinary Class Meeting is not less than 75 per
cent. of the votes cast (in person or by proxy) on that Resolution
at the Ordinary Class Meeting.
The Ordinary Class Meeting will take place at the Company's
registered office, Block C, Hirzel Court, Hirzel Street, St Peter
Port, Guernsey GY1 2NL, Channel Islands. Ordinary Shareholders
alone are entitled to attend and vote at the Ordinary Class
Meeting.
The quorum for the Ordinary Class Meeting is two persons present
in person or by proxy and holding at least one third of the issued
Ordinary Shares at the date of the Meeting. If the Meeting is not
quorate, it will be adjourned to the time and place indicated
above, whereupon one person holding Ordinary Shares and present in
person or by proxy shall form the quorum.
17.3 Extraordinary General Meeting
The Extraordinary General Meeting has been convened for 4
December 2020 at 10.20 a.m. (or as soon thereafter as the Ordinary
Class Meeting concludes or is adjourned). In the event that this
Meeting is adjourned due to the absence of a quorum the adjourned
meeting will be held at the same venue on the same day at 10.50
a.m.
At the Extraordinary General Meeting, Shareholders will be asked
to consider and, if thought fit, pass the following
Resolutions.
Resolution 1
Resolution 1 (the Waiver Resolution), which is conditional on
the passing of Resolution 2, is an ordinary resolution to be taken
on a poll by the Independent Shareholders to waive the obligation
on the Concert Party which would otherwise arise under Rule 9 as a
result of the participation of the Concert Party in the Firm
Placing, the participation of the Concert Party in the Open Offer
and the issue of the New Ordinary Shares the subject of the
Warrants.
Each member of the Concert Party has undertaken not to vote on
the Waiver Resolution.
Resolution 2
Resolution 2 (the Issue Resolution) is a special resolution to
authorise the allotment of the New Ordinary Shares and the Warrants
on a non-pre-emptive basis (although Shareholders will be entitled
to subscribe for New Ordinary Shares under the Open Offer).
Resolution 3
Resolution 3 is a special resolution to approve the adoption of
the New Articles in substitution for the Existing Articles, thereby
to implement the ZDP Continuation.
Ordinary Shareholders and ZDP Shareholders are entitled to vote
(together) in respect of Resolution 3 to be proposed at the
Extraordinary General Meeting.
The majority required for the passing of Resolution 1 to be
proposed at the Extraordinary General Meeting is a simple majority
of the votes cast (in person or by proxy) on that Resolution at the
Extraordinary General Meeting. Only Independent Shareholders may
vote on Resolution 1.
The majority required for the passing of each of Resolutions 2,
3 and 4 to be proposed at the Extraordinary General Meeting is not
less than 75 per cent. of the votes cast (in person or by proxy) on
that Resolution at the Extraordinary General Meeting.
The Extraordinary General Meeting will take place at the
Company's registered office, Block C, Hirzel Court, Hirzel Street,
St Peter Port, Guernsey GY1 2NL, Channel Islands.
The quorum for the Extraordinary General Meeting is two members
present in person or by proxy and holding 5 per cent. or more of
the voting rights available at the Meeting. If the Meeting is not
quorate, it will be adjourned to the time and place indicated
above, whereupon such Shareholders as attend in person or by proxy
shall form the quorum.
Notices of all of the above Meetings are set out in Part 10 of
the Circular.
EACH OF THE RESOLUTIONS ARE INTER-CONDITIONAL. IF ANY OF THE
RESOLUTIONS ARE NOT PASSED, NONE OF THE PROPOSALS WILL BE
IMPLEMENTED.
18 Action to be taken
18.1 Action to be taken in respect of the Meetings
Forms of proxy for Shareholders are as follows:
(a) for ZDP Shareholders to vote at the ZDP Class Meeting, a pink form of proxy;
(b) for Ordinary Shareholders to vote at the Ordinary Class
Meeting, a blue form of proxy; and
(c) for all Shareholders to vote at the Extraordinary General
Meeting (ZDP Shareholders in respect of Resolution 3 only), a white
form of proxy.
Given current measures around the Covid-19 virus and the desire
of the Company to protect the health and safety of Shareholders,
Shareholders will understand that each of the Meetings will be
convened with the minimum quorum of Shareholders present in order
to conduct the business of the Meeting. The only attendees who will
be permitted entry to the Meetings will be those who will need to
be present to form the quorum to allow the business to be
conducted.
Accordingly, Shareholders will be prevented from attending each
of the Meetings in person and are instead strongly encouraged to
complete and return the relevant enclosed Form of Proxy in
accordance with the instructions printed thereon and as set out in
the Circular. Given the current restrictions on attendance,
Shareholders are strongly encouraged to appoint the Chairman of
each relevant Meeting to act as their proxy.
Shareholders otherwise entitled to attend and wishing to raise
any questions at any of the Meetings should do so by email to
info@glifinance.com so as to be received no later than 10.00 a.m.
on 2 December 2020. You may not use the email address to
communicate with the Company for any purpose other than as
expressly stated.
Completed forms of proxy should be returned by post or by hand
to the Company's Registrar, Link Group, PXS 1, 34 Beckenham Road,
Beckenham, Kent BR3 4TU, United Kingdom, as soon as possible, and
in any case so as to be received by the Registrar by not later
than:
(a) 10.00 a.m. on 2 December 2020 in relation to the pink form
of proxy for the ZDP Class Meeting;
(b) 10.10 a.m. on 2 December 2020 in relation to the blue form
of proxy for the Ordinary Class Meeting; and
(c) 10.20 a.m. on 2 December 2020 in relation to the white form
of proxy relating to the Extraordinary General Meeting.
18.2 Action to be taken in respect of the Open Offer
The action to be taken by Qualifying Shareholders in respect of
the Open Offer depends on whether you hold your Existing Ordinary
Shares in certificated or uncertificated form.
Qualifying Shareholders who hold all their Existing Ordinary
Shares in certificated form will receive a personalised Open Offer
Application Form enclosed with the Circular. The Open Offer
Application Form shows Qualifying non-CREST Shareholders the number
of New Ordinary Shares available under their Open Offer Entitlement
that can be allotted in certificated form. Qualifying non-CREST
Shareholders who wish to apply to subscribe for more than their
Open Offer Entitlement should complete the relevant sections on
their Open Offer Application Form. Qualifying Shareholders who hold
all their Existing Ordinary Shares in CREST will be allotted their
Open Offer Entitlements in CREST. Qualifying Shareholders who hold
part of their Existing Ordinary Shares in uncertificated form will
be allotted New Ordinary Shares in uncertificated form to the
extent that their entitlement to New Ordinary Shares arises as a
result of holding Existing Ordinary Shares in uncertificated form.
However, it will be possible for Qualifying Shareholders to deposit
Open Offer Entitlements into, and withdraw them from, CREST.
Further information on deposit and withdrawal from CREST is set out
in paragraph 4.2.7 of Part 8 of the Circular.
CREST sponsored members should refer to their CREST sponsor as
only their CREST sponsor will be able to take the necessary action
specified below to apply under the Open Offer in respect of the
Open Offer Entitlements and Excess CREST Open Offer Entitlements of
such members held in CREST. CREST members who wish to apply for New
Ordinary Shares in respect of their Open Offer Entitlements and
Excess CREST Open Offer Entitlements should refer to the CREST
Manual for further information on the CREST procedures.
Qualifying Shareholders who do not wish to apply for New
Ordinary Shares under the Open Offer should take no action and
should not complete or return the Open Offer Application Form, or
send a USE message through CREST.
19 Irrevocable undertakings
ZDP Shareholders holding, in aggregate, 4,677,085 ZDP Shares
(representing 53.3 per cent. of the voting rights in respect of ZDP
Shares as at the date of this announcement) have given their
irrevocable undertaking to vote the ZDP Shares held in their name
at the time of the relevant Meetings in favour of the
Proposals.
Ordinary Shareholders holding, in aggregate, 174,656,666
Ordinary Shares (representing 56.0 per cent. of the voting rights
in respect of Ordinary Shares as at the date of this announcement)
have given their irrevocable undertaking to vote the Ordinary
Shares held in their name at the time of the relevant Meetings in
favour of the Proposals.
Independent Shareholders holding, in aggregate, 91,639,170
Ordinary Shares (representing 41.3 per cent. of the voting rights
in respect of Ordinary Shares held by Independent Shareholders as
at the date of this announcement) have given their irrevocable
undertaking to vote the Ordinary Shares held in their name at the
time of the Extraordinary General Meeting in favour of the Waiver
Resolution.
20 Recommendation
The Board consider that the terms of the Proposals are in the
best interests of both ZDP Shareholders and Ordinary Shareholders
and the Company as a whole.
The Board unanimously recommends that ZDP Shareholders vote in
favour of the Resolution to be proposed at the ZDP Class Meeting
and Resolution 3 to be proposed at the Extraordinary General
Meeting. The Board unanimously recommends that Ordinary
Shareholders vote in favour of Resolutions to be proposed at the
Ordinary Class Meeting and Resolutions 2 to 3 to be proposed at the
Extraordinary General Meeting, as they intend to do in respect of
their own beneficial shareholdings, totalling 11,317,893 Ordinary
Shares (representing in aggregate approximately 3.63 per cent. of
the issued Ordinary Share capital of the Company.
The Independent Directors, who have been so advised by Liberum,
consider the Proposals to be fair and reasonable and in the best
interests of the Independent Shareholders and the Company as a
whole. Such advice was provided by Liberum to the Independent
Directors only and, in providing such advice, Liberum has taken
into account the Independent Directors' commercial assessments. The
Independent Directors recommend that Independent Shareholders vote
in favour Resolution 1 to be proposed at the Extraordinary General
Meeting, as they intend to do in respect of their own beneficial
shareholdings, totalling 11,317,893 Ordinary Shares (representing
in aggregate approximately 3.63 per cent. of the issued Ordinary
Share capital of the Company).
Shareholders in any doubt as to the action they should take
should consult an appropriately qualified independent adviser,
authorised under the Financial Services and Markets Act 2000,
without delay.
TIMETABLE
2020
Record Date for entitlements under the close of business on 13
Open Offer November
Publication of the Circular, Open Offer 17 November
opens
Ex entitlement date for the Open Offer 17 November
Open Offer Entitlements and Excess CREST as soon as possible after
Open Offer Entitlements enabled in CREST 8.00 a.m. on 18 November
and credited to stock accounts of Qualifying
CREST Shareholders
Recommended latest time and date for 4.30 p.m. on 25 November
requesting withdrawal of Open Offer
Entitlements and Excess CREST Open Offer
Entitlements from CREST
Recommended latest time and date for 3.00 p.m. on 27 November
depositing Open Offer Entitlements and
Excess CREST Open Offer Entitlements
into CREST
Recommended latest time for splitting 3.00 p.m. on 30 November
Open Offer Application Forms (to satisfy
bona fide market claims only)
Latest time and date for receipt of 11.00 a.m. on 2 December
completed Open Offer Application Forms
and payment in full under the Open Offer
or settlement of relevant CREST instructions
Latest time for receipt of pink form 10.00 a.m. on 2 December
of proxy for the ZDP Class Meeting
Latest time for receipt of blue form 10.10 a.m. on 2 December
of proxy for the Ordinary Class Meeting
Latest time for receipt of white form 10.20 a.m. on 2 December
of proxy for the Extraordinary General
Meeting
ZDP Class Meeting 10.00 a.m. on 4 December
Ordinary Class Meeting 10.10 a.m. on 4 December
Extraordinary General Meeting 10.20 a.m. on 4 December
Publication of the results of the Issue 4 December
and the Meetings
Admission and dealings in New Ordinary 8.00 a.m. on 7 December
Shares commence
CREST accounts credited with uncertificated 7 December
New Ordinary Shares
Where applicable, definitive share certificates 14 December
despatched by post in the week commencing
All of the times and dates in the expected timetable may be
extended or brought forward without further notice. If any of the
above times and/or dates change materially, the revised time(s)
and/or date(s) will be notified to Shareholders by an announcement
through a Regulatory Information Service provider.
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context otherwise requires;
2020 Final Capital Entitlement 141.152 pence
2022 Final Capital Entitlement 164.64 pence
Admission means admission of the New Ordinary Shares
to be issued pursuant to the Issue to
trading on the AIM market of the London
Stock Exchange
AIM the AIM market operated by the London
Stock Exchange
AIM Rules the rules of AIM as set out in the publication
entitled "AIM Rules for Companies" published
by the London Stock Exchange from time
to time
Articles the articles of incorporation of the
Company, as amended from time to time
Bond Issue the proposed issue of New Bonds as described
in paragraph 8 of Part 1 of the Circular
Business Day a day which is not a Saturday, a Sunday,
Christmas Day or Good Friday or a day
appointed as a public holiday in Guernsey
and on which the London Stock Exchange
is open for trading
Business Restructuring the proposed business restructuring of
the Group, conditional upon Shareholder
approval of the Proposals, and described
in paragraph 5 of Part 1 of the Circular
Class Meetings the ZDP Class Meeting and the Ordinary
Class Meeting
Company GLI Finance Limited, a non-cellular company
limited by shares incorporated in Guernsey
with registered number 43260, and having
its registered office at Block C, Hirzel
Court, Hirzel Street, St Peter Port,
Guernsey GY1 2NL, Channel Islands
Concert Party Somerston Fintech, Golf, Lexo Investments
Limited, Neslo and La Hauteur Investments
Limited
Cover Test has the meaning set out in paragraph
(f) of Part 3 of the Circular
CREST the system for the paperless settlement
of trades in securities and the holding
of uncertificated securities, operated
by Euroclear
CREST Manual the compendium of documents entitled
"CREST Manual" issued by Euroclear from
time to time and comprising the CREST
Reference Manual, the CREST Central Counterparty
Service Manual, the CREST International
Manual, the CREST Rules (including CREST
Rule 8), the CCSS Operations Manual and
the CREST Glossary of Terms
CREST member a person who has been admitted by Euroclear
as a member (as defined in the CREST
Regulations)
CREST participant a person who is, in relation to CREST,
a participant (as defined in the CREST
Regulations)
CREST Regulations The Uncertificated Securities (Guernsey)
Regulations 2009)
CREST sponsor a CREST participant admitted to CREST
as a CREST sponsor
CREST sponsored member a CREST member admitted to CREST as a
sponsored member
Directors or Board the board of directors of the Company
Euroclear Euroclear UK & Ireland Limited in its
capacity as the operator of CREST
Excess Application Facility means the arrangements pursuant to which
Qualifying Shareholders may apply for
Excess New Shares in excess of their
Open Offer Entitlements in accordance
with the terms and conditions of the
Open Offer
Excess CREST Open Offer in respect of each Qualifying CREST Shareholder,
Entitlements the entitlement set out in the Circular
(in addition to its Open Offer Entitlement)
to apply for Excess New Shares, credited
to its stock account in CREST pursuant
to the Excess Application Facility, which
is conditional upon such Qualifying CREST
Shareholder agreeing to take up its Open
Offer Entitlement in full
Excess New Shares means such number of New Ordinary Shares
as may be allocated to the Excess Application
Facility (as determined by Liberum and
the Company) that have not been taken
up by Qualifying Shareholders pursuant
to their Open Offer Entitlements
Existing Articles the Articles in force as at the date
of the Circular
Existing Bonds the 7 per cent. 2021 unsecured bonds
issued by the Company
Existing Ordinary Shares the 312,065,699 ordinary shares in the
Company of no par value in issue at the
date of the Circular
Extraordinary General the extraordinary general meeting of
Meeting or EGM the Company convened for 4 December 2020,
commencing at 10.20 a.m. (or as soon
thereafter as the Ordinary Class Meeting
concludes or is adjourned) or any adjournment
thereof
Final Capital Entitlement the amount per ZDP Share to which a ZDP
Shareholder will be entitled on the relevant
repayment date of the ZDP Shares, being,
as the context requires, either the 2020
Final Capital Entitlement or the 2022
Final Capital Entitlement
FinTech Ventures FinTech Ventures Limited, a member of
the Group
Firm Placee Somerston Fintech Limited
Firm Placing means the placing of the Firm Placing
Shares at the Issue Price to the Firm
Placee
Firm Placing Shares the 77,777,778 Ordinary Shares to be
issued by the Company under the Firm
Placing
FSMA the Financial Services and Markets Act
2000 (as amended)
Golf Golf Investments Limited, a subsidiary
of Somerston Fintech and a member of
the Somerston Group
Gross Issue Proceeds means the gross proceeds of the Issue
Group the Company and its subsidiaries from
time to time
HIT Facility has the meaning set out on page 9 of
the Circular
HIT Facility Renegotiation has the meaning set out on page 21 of
the Circular
HMRC HM Revenue & Customs
Honeycomb Investment Trust Honeycomb Investment Trust plc
Independent Directors the Directors other than Nicholas Wakefield
Independent Shareholders shareholders who are independent of a
person who would otherwise be required
to make a Rule 9 Offer and any person
acting in concert with him or her (as
defined by the Takeover Code) which,
for the purposes of the Panel Waiver,
does not include members of the Concert
Party
Issue means the issue of up to a maximum of
177,777,778 New Ordinary Shares pursuant
to the Firm Placing and the Open Offer
Issue Price 2.25 pence per New Ordinary Share
Issue Resolution Resolution 2 to be proposed at the Extraordinary
General Meeting to disapply pre-emption
rights in respect of the Issue and the
issue of the Warrants
Liberum Liberum Capital Limited
Link Group a trading name of Link Market Services
Limited
London Stock Exchange London Stock Exchange Plc
Meetings the ZDP Class Meeting, the Ordinary Class
Meeting and the Extraordinary General
Meeting (or any of them as the context
may require)
New Articles the new Articles to be adopted (subject
to Shareholder approval at the Meetings)
in connection with the Proposals, with
effect from the passing of Resolution
3 to be proposed at the Extraordinary
General Meeting
Neslo Neslo Partners No. 2 Limited
New Bonds the 7 per cent. unsecured bonds to be
issued by the Company as part of the
Proposals
New Ordinary Shares the new Ordinary Shares to be issued
by the Company pursuant to the Issue
Non-CREST Shareholders means Shareholders holding Ordinary Shares
in certificated form
OECD the Organisation for Economic Co-operation
and Development
Open Offer means the offer to Qualifying Shareholders,
constituting an invitation to apply for
New Ordinary Shares, on the terms and
subject to the conditions set out in
Part 8 of the Circular and, in the case
of Non-CREST Shareholders, the Open Offer
Application Form
Open Offer Application means the application form on which Non-CREST
Form Shareholders who are registered on the
Register as at the Record Date may apply
for New Ordinary Shares under the Open
Offer
Open Offer Entitlement means the entitlement of Qualifying Shareholders
to apply for New Ordinary Shares pursuant
to the Open Offer on the basis of 1,583
New Ordinary Shares for every 4,940 Existing
Ordinary Shares held and registered in
their names as at the Record Date
Open Offer Shares the 100,000,000 New Ordinary Shares being
made available to Qualifying Shareholders
pursuant to the Open Offer
Ordinary Class Meeting the class meeting of Ordinary Shareholders
convened for 4 December 2020, commencing
at 10.10 a.m. (or as soon thereafter
as the ZDP Class Meeting concludes or
is adjourned) or any adjournment thereof
Ordinary Shareholder a holder of Ordinary Shares
Ordinary Shares the ordinary shares of no par value in
the capital of the Company
Overseas Shareholders means Shareholders with registered addresses
outside the United Kingdom or who are
citizens or residents of countries outside
the United Kingdom
Panel The Panel on Takeovers and Mergers
Panel Waiver the waiver granted by the Panel (conditional
on the approval of the Waiver Resolution
by the Independent Shareholders) of the
obligation that would otherwise arise
for the Concert Party to make a Rule
9 Offer under the Takeover Code as a
consequence of the allotment and issue
to it (or members of it) of the Firm
Placing Shares, the Open Offer Shares
or the New Ordinary Shares issued upon
exercise of the Warrants
Placing and Open Offer the placing and open offer agreement
Agreement dated 17 November 2020 between the Company
and Liberum
Proposals the proposals for the Firm Placing, Open
Offer, Bond Issue, Warrant Issue, ZDP
Continuation and Business Restructuring
Prospectus Regulation the rules and regulations made by the
Rules FCA under Part VI of FSMA
Qualifying CREST Shareholders Qualifying Shareholders whose Existing
Ordinary Shares are in uncertificated
form
Qualifying non-CREST Shareholders Qualifying Shareholders whose Existing
Ordinary Shares are in certificated form
Qualifying Shareholders means holders of Existing Ordinary Shares
on the Register on the Record Date (other
than certain Overseas Shareholders as
described in Part 8 of the Circular)
Record Date means close of business on 13 November
2020
Register the register of members of the Company
Registrar Link Group
Relationship Agreement the relationship agreement dated 17 November
2020 between the Company and Somerston
Fintech
Resolutions the resolutions to be proposed for approval
by Shareholders at the Meetings, or any
of them as the context requires
Rule 9 Offer a general offer under Rule 9 of the Takeover
Code
Sancus BMS Group Sancus BMS Group Limited and its subsidiaries,
members of the Group
Share a ZDP Share or an Ordinary Share, as
the context requires
Shareholder a holder of Shares
Somerston Fintech Somerston Fintech Limited, a member of
the Somerston Group
Somerston Group the Somerston group of companies comprising
Somerston Group Limited together with
its subsidiary companies including Somerston
Fintech and Golf
Takeover Code the City Code on Takeovers and Mergers
Tender Offer the proposed Tender Offer for ZDP Shares
expected to be made by the Company to
the ZDP Shareholders by 31 March 2021
UK the United Kingdom
UK Companies Act the Companies Act 2006 of the UK
US Investment Company US Investment Company Act of 1940, as
Act amended
US Person any person who is a US person within
the meaning of Regulation S adopted under
the US Securities Act
US Securities Act US Securities Act of 1933, as amended
Waiver Resolution the ordinary resolution of the Independent
Shareholders to approve the Panel Waiver,
to be proposed on a poll at the EGM and
set out as Resolution 1 in the notice
of the EGM
Warrant Instrument the warrant instrument of the Company
dated the date of this announcement and
constituting the Warrants
Warrant Issue the proposed issue of Warrants in connection
with the Bond Issue
Warrants the warrants constituted by the Warrant
Instrument and to be issued, subject
to the approval of Ordinary Shareholders,
to investors in the Bond Issue and which
entitle the holders to subscribe for
up to 183,691,304 new Ordinary Shares
at a subscription price of 2.25 pence
per Ordinary Share
ZDP Class Meeting the class meeting of ZDP Shareholders
convened for 4 December 2020, commencing
at 10.00 a.m. or any adjournment thereof
ZDP Continuation the adoption of the New Articles which
will extend the term of the ZDP Shares
to 5 December 2022 and provide for a
2022 Final Capital Entitlement of 164.64
pence per ZDP Share
ZDP Continuation Resolution Resolution 3 to be proposed at the Extraordinary
General Meeting to adopt the New Articles
ZDP Maturity Date the maturity date of the ZDP Shares (i.e.
the date on which the Final Capital Entitlement
is payable to ZDP Shareholders), being
5 December 2020 under the Existing Articles
or, if Shareholders vote in favour of
the ZDP Continuation, 5 December 2022
under the New Articles
ZDP Shareholder a holder of ZDP Shares
ZDP Shares the redeemable zero dividend preference
shares of no par value in the capital
of the Company
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