TIDMRMA
RNS Number : 4266K
Rasmala PLC
13 December 2018
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO
SELL, OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY, ANY
SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT
SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR
TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE
LAW.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
13 December 2018
Rasmala plc
Results of Court Meeting and General Meeting
On 16 November 2018, Rasmala plc ("Old Rasmala"), the current
parent company of the Group, announced details of proposals to
cancel the admission of its shares to trading on AIM (the
"Cancellation") and to change the Group's corporate structure by
inserting a new company, incorporated in the British Virgin Islands
("New Rasmala"), as the ultimate parent company of the Group. The
new corporate structure is to be implemented by way of a scheme of
arrangement under Part 26 of the Companies Act (the "Scheme") and a
scheme document was sent, or otherwise made available, to
shareholders of Old Rasmala on 19 November 2018, containing
information on the Scheme (the "Scheme Circular").
Old Rasmala is pleased to announce that the Court Meeting to
consider the Scheme and the General Meeting to consider the special
resolution to approve the re-registration of Old Rasmala as a
private limited company were each held today, and all resolutions
were approved by the requisite majorities, as set out in further
detail below.
Number of Scheme Shareholders voting and votes cast at Court
Meeting
The results of the poll at the Court Meeting held today, 13
December 2018, were as follows:
Number of
Scheme Shares
% of Scheme voted as %
Number of % of Scheme Number of Shareholders of the issued
Scheme Shares Shares cast Scheme Shareholders who cast vote ordinary share
voted for/against who voted for/against capital
FOR 9,931,557 99.98 22 91.66 62.80
--------------- ------------- --------------------- --------------- ----------------
AGAINST 1,909 0.02 2 8.34 0.02
--------------- ------------- --------------------- --------------- ----------------
TOTAL 9,933,466 100 24 100 62.82
--------------- ------------- --------------------- --------------- ----------------
Number of Old Rasmala Shareholders voting and votes cast at
General Meeting
The results of the poll at the General Meeting held today, 13
December 2018, were as follows:
No. of Old No. of Old
Rasmala Shareholders Rasmala Shares % of votes
voting voted cast
FOR 23 10,586,033 99.98
---------------------- ---------------- -----------
AGAINST 2 1,609 0.02
---------------------- ---------------- -----------
WITHHELD - - -
---------------------- ---------------- -----------
TOTAL 25 10,587,642 100
---------------------- ---------------- -----------
Notes:
1. Any proxy votes which were at the discretion of the chairman
have been included in the "for" total.
2. The issued share capital as at the time of this announcement
was 15,812,882 ordinary shares of 50p each and the number of votes
per share is one. This figure has been used to calculate the
percentage of issued share capital voted.
Next steps and timetable
The Scheme remains subject to the sanction by the Court at a
court hearing (the "Scheme Sanction Hearing"). The Scheme Sanction
Hearing, at which the Court will consider whether to exercise its
discretion to sanction the Scheme, will take place on 17 December
2018 at the High Court of Justice, Business and Property Courts of
England and Wales, Companies Court.
Subject to the Scheme receiving the sanction of the Court and
the filing of the Court Order with the Registrar of Companies, the
Scheme is expected to become effective on 18 December 2018.
It is expected that trading on AIM of Old Rasmala Shares will be
suspended from 7.30 a.m. (London time) on 17 December 2018 and the
last day of dealings in Old Rasmala Shares is therefore expected to
be 14 December 2018.
Tender Offer
On the date that the Scheme becomes effective, all Old Rasmala
Shares will be transferred to New Rasmala and all Old Rasmala
Shareholders will become shareholders of New Rasmala, which will be
the holding company of an unquoted group.
Therefore, in order to allow shareholders who do not wish to
remain investors in an unquoted group the opportunity to realise
their investment, the Tender Offer is being made available to all
Eligible Shareholders who are on the New Rasmala share register at
the close of business on 29 January 2019, with the exception of
holders in certain overseas jurisdictions. New Rasmala Shareholders
can decide whether they want to tender all, some or none of their
New Rasmala Shares.
The Tender Offer is conditional, inter alia, on the completion
of the Scheme and Cancellation. Accordingly, it will open
immediately following the time at which the Scheme becomes
effective. The Tender Offer will remain open for six weeks and will
close at 1.00 p.m. on 29 January 2019.
The Board is making no recommendation to Eligible Shareholders
in relation to their participation in the Tender Offer.
A circular explaining the terms of the Tender Offer was posted
to Old Rasmala Shareholders on 19 November 2018 (the "Tender Offer
Circular").
Letters of intent in relation to the Tender Offer
Shareholders holding, in aggregate, 2,362,669 Old Rasmala
Shares, representing 15 per cent. of the issued shares of Old
Rasmala as at 12 December 2018 (the latest practicable date before
the publication of this announcement), have confirmed to the
Company that they do not intend to participate in the Tender
Offer.
Enquiries:
Rasmala plc Tel: +971 4 363 5600
----------------------------- -------------------------
Zak Hydari, CEO
----------------------------- -------------------------
Stockdale Securities Tel: +44 (0)20 7601 6100
----------------------------- -------------------------
Antonio Bossi, David Coaten,
Bradley Wright
----------------------------- -------------------------
IMPORTANT NOTICE
This announcement does not constitute an invitation or offer to
sell, or the solicitation of an invitation or offer to buy, any
security. None of the securities referred to in this announcement
shall be sold, issued, subscribed for, purchased, exchanged or
transferred in any jurisdiction in contravention of applicable
law.
The New Rasmala Shares have not been, and will not be,
registered under the US Securities Act. Neither the SEC nor any US
state securities commission or regulatory authority has reviewed or
approved this announcement or the Scheme. Any representation to the
contrary is a criminal offence in the United States.
Stockdale Securities Limited, which is authorised and regulated
in the UK by the Financial Conduct Authority, is acting as
financial adviser and nominated adviser for the Company in
connection with the Scheme and is not acting for and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the matters described in this announcement. Stockdale's
responsibilities as nominated adviser under the AIM Rules are
solely owed to the London Stock Exchange. No representation or
warranty, express or implied, is made by Stockdale as to any of the
contents of this announcement. Stockdale has not authorised the
contents of, or any part of, this announcement and (without
limiting the statutory rights of any person to whom this
announcement is issued) no liability whatsoever is accepted by
Stockdale for the accuracy of any information or opinions contained
in this announcement or for the omission of any material
information, for which the Company and its Directors are solely
responsible.
This announcement may contain certain forward-looking
statements. These forward-looking statements relate to matters that
are not historical facts and by their nature, involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not an assurance of future
performance. The Group's actual results of operations, financial
condition and liquidity, and the development of the business sector
in which the Group operates, may differ materially from those
suggested by any forward-looking statements contained in this
announcement. Neither Old Rasmala nor New Rasmala undertakes any
obligation to update any forward-looking statements.
Definitions and interpretation
Capitalised terms used in this announcement, unless otherwise
defined, have the same meanings as set out in the Scheme Circular
and Tender Offer Circular (as applicable).
Unless otherwise indicated, all references in this announcement
to "sterling", "pounds sterling", "GBP", "pence", "penny" or "p"
are to the lawful currency of the UK.
Words importing the singular shall include the plural and vice
versa. Words importing the masculine gender shall include the
feminine or neutral gender and vice versa.
All references to a statutory provision or law or to any order
or regulation shall be construed as a reference to that provision
or law, order or regulation as extended, modified, replaced or
re-enacted from time to time.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Last day of dealings in Old Rasmala 14 December 2018
Shares
Scheme Record Time 6.00 p.m. on 14 December
2018
Suspension of AIM of trading in Old 7.30 a.m. on 17 December
Rasmala Shares 2018
Court hearing to sanction the Scheme 17 December 2018
Scheme Effective Date 18 December 2018
Cancellation of the admission to trading 7.00 a.m. on 18 December
on AIM of Old Rasmala Shares 2018
Tender Offer opens 18 December 2018
Closing Date - latest time and date 1.00 p.m. on 29 January
for receipt of Tender Forms 2019
Record Date for the Tender Offer close of business on 29 January
2019
Result of Tender Offer announced 30 January 2019
Completion of purchase of Shares under 1 February 2019
the Tender Offer
Despatch of cheques for Tender Offer by 12 February 2019
consideration in respect of Shares sold
under the Tender Offer and any balance
certificates in respect of any unsold
Shares
Balance certificates despatched in respect by 12 February 2019
of Shares and any unsuccessfully tendered
Shares
The above times and/or dates are indicative only and may change.
If any of the above times and/or dates change, the revised times
and/or dates will be announced on the Group's website at
www.rasmala.com.
All references to times in this announcement are to London times
unless otherwise stated.
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
ROMXXLFFVLFZFBX
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December 13, 2018 08:47 ET (13:47 GMT)
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