TIDMVOR
RNS Number : 0825G
Vordere PLC
13 March 2020
Shareholder13 March 2020
VORDERE PLC
("Vordere" or the "Company")
NOTICE PURSUANT TO LISTING RULE 5.2.8 - LETTER TO SHAREHOLDERS
REGARDING THE VOLUNTARY CANCELLATION OF THE STANDARD LISTING OF THE
ORDINARY SHARES OF GBP0.02 EACH IN THE CAPITAL OF THE COMPANY
Following the RNS of 12(th) March 2020, regarding the request to
the London Stock Exchange to cancel the admission to trading of the
Shares on the main market for listed securities of the London Stock
Exchange, the following letter will be sent to all
Shareholders.
Dear Shareholder,
Update
I am writing to give you an update on the progress of your
Company since the release of our half yearly accounts in December
last year and to provide you with some background as to the
announcement released by your Company today confirming that it was
proposing to de-list from the London Stock Exchange.
Background
As you will be aware, the Company joined the Stock Market in
October 2016. Since then, your Company has acquired some ten
properties in Germany and sought to acquire five more properties in
Brazil, which the previous board announced three days before the
EGM held on 24(th) October 2019.
Following an EGM, where 96% (excluding the shares issued to
acquire the Brazilian properties) of shareholders voted in favour
of removing the majority of the then board, your new board of
directors ("New Board"), (including existing non-executive
director, Brent Fitzpatrick) have been working hard to understand
the current position of your Company with regard to, in particular
its portfolio of properties and its listing status. You will also
be aware of the ongoing litigation by one of the Company's
significant Shareholders and the Company is also party to
litigation in relation to its former directors, further details of
which are set out below.
Property portfolio
To give some background on your Company's property portfolio. We
currently own ten properties in Germany, six of which were
purchased in July 2019 ("German Properties") in exchange for shares
in the Company, representing approximately 58% of the Company's
then issued share capital ("German Shares"). In October 2019, the
Company sought to acquire five properties in Brazil ("Brazilian
Properties"), in exchange for shares representing, at that time,
some 20% of the Company's issued share capital ("Brazilian
Shares").
The Brazilian Properties have been the subject of litigation
initiated by a significant Shareholder who is seeking to set aside
the purchase of the Brazilian Properties and the issue of the
Brazilian Shares. These proceedings are continuing, with an
expected trial date in April 2020.
In parallel with those proceedings, your Company is also seeking
to terminate the underlying contract for the purchase of the
Brazilian Properties. If successful, the Brazilian Properties will
be returned to the original owners of those properties, and the
Brazilian Shares will be forfeited and cancelled by the
Company.
In parallel with this, your Board has been developing a strategy
for each of the German Properties and we hope to announce further
details once these have been finalised.
Litigation
Shareholders will be aware that your New Board have been giving
consideration to taking action against the former directors,
Nicholas Hofgren, Stuart Cheek and Graeme Johnson ("Former
Directors") in relation to not only the acquisition of the
Brazilian Properties but also in relation to a number of other
decisions made by the Former Directors which your New Board
believes were not necessarily in the best interest of Shareholders.
Your Board has also secured Court Orders obliging the Former
Directors to preserve Company documents held by or in their
possession, as a precursor to bringing further proceedings against
them.
Stock Exchange Listing
As Shareholders will be aware, trading in the Company shares has
been suspended since 5(th) July 2019. At that time, the Company had
been seeking the necessary approval of the Financial Conduct
Authority ("FCA") to a Prospectus to enable the listing of the
German Shares. When your New Board was appointed it became apparent
that your Company was a long way off agreeing the terms of an FCA
approved Prospectus and, having investigated the matter in
considerable detail, your New Board are now of the view that the
prospects of securing an FCA approved Prospectus are highly
unlikely and, therefore, consideration needed to be given to
alternative strategies.
After much consideration and discussion with the Company's
advisers, your New Board have concluded that it is in the best
interest of all Shareholders that the Company be de-listed.
Accordingly, the Company has announced that it had made application
for the listing of its shares on the London Stock Exchange to be
cancelled, which will take effect from 15(th) April 2020
("De-listing").
Your New Board appreciates that having liquidity in your
Company's shares is, for many shareholders a very important factor
however whilst the shares are suspended from trading, there is no
ability to have any liquidity - either on a matched bargain basis
or through the normal trading arrangements.
In summary, the benefits of the De-Listing are that:
-- the Company's shares can be traded on a matched bargain or similar basis;
-- the Company will be able to deal with the ongoing litigation
in a more effective and confidential manner;
-- the Company will benefit from the considerable savings in
costs and administration that are involved with maintaining the
listing; and
-- there will be a considerable saving in the management time
involved in dealing with compliance and other issues associated
with a listing.
Accordingly, once the Company has de-listed, your New Board
intends as a matter of priority, to put in place a facility with a
third-party to allow current shareholders who wish to trade in the
Company's shares, to do so, in an open and transparent manner.
Further details of this trading facility will be sent to all
shareholders as soon as possible.
Further, your New Board are also investigating the possibility
of a tender offer where the Company will offer to purchase Shares
at a pre-determined price. It should be stressed that no firm
decision has been made in this regard, but if your New Board decide
that this would be possible, then details will be sent to
Shareholders.
Finally, I would like to thank Shareholders for their patience
and understanding whilst your New Board has been unravelling and
resolving some very complex and difficult legacy issues. We still
have a way to go but you can be assured that we are doing our very
best to ensure the preservation and where possible, the enhancement
of Shareholder value.
Please feel free to contact me with any queries and I look
forward to updating you on our progress.
Yours faithfully
Peter L R Hewitt JP FCSI, FRSA
Chairman
Vordere Plc
Enquiries
Vordere plc
Peter Hewitt ph@vordere.com
LEI number of Vordere PLC: 213800VALWEYWTLOX423
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END
MSCJJMMTMTMBBFM
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March 13, 2020 06:10 ET (10:10 GMT)
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