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RNS Number : 3074S
Safe Harbour Holdings PLC
07 July 2020
7 July 2020
LEI number: 213800AU26HH5KXBS796
Safe Harbour Holdings plc
("Safe Harbour" or the "Company")
Proposed Delisting and Return of Capital
London, 7 July 2020 - The Board of Safe Harbour announces that,
while the Board of the Company believe that investment
opportunities may emerge over the next 12 months, following
discussions with major shareholders and in response to their
preferences given current market conditions, the Board has
concluded that it is in the best interests of all shareholders at
this time to seek a cancellation of the Company's shares from
trading on AIM (the "Delisting") and to return Safe Harbour's
remaining capital by means of a summary winding up of the
Company.
Chairman, Avril Palmer-Baunack, stated "The Board thanks the
Company's shareholders for their support in listing the vehicle and
the executive team for their extensive efforts and diligent
approach in seeking a platform acquisition in the B2B distribution
or business services sector".
It is anticipated that after expenses, including the costs of
the planned winding up, Safe Harbour shareholders will receive
approximately 76p per share. The Company will today publish a
circular and notice convening its annual general meeting (the
"AGM") to approve the commencement of a summary winding up, the
Delisting and the annual report and financial statements for the
year ended 31 December 2019.
The AGM will be held at 12:00 p.m. (BST) on Friday, 31 July 2020
at the Company's registered office at One Waverley Place, Union
Street, St Helier, Jersey JE1 1AX. Subject to shareholder approval
of the resolutions, the expected last day of dealings in the
Company's shares on AIM will be 7 August 2020 and the Delisting is
expected to become effective at 7:00 a.m. on 10 August 2020.
Should there be any changes to the expected timetable of
principal events in connection with the Delisting, the Company
shall notify shareholders via a regulatory news service.
Principal effects of the Delisting
In the event that the Delisting is approved by shareholders and
becomes effective following the AGM, shareholders should be aware
of the implications and principal effects of the Delisting, which
include the following:
-- there will be no public market on any recognised investment
exchange or multilateral trading facility for the Ordinary Shares
and, consequently, there can be no guarantee that a shareholder
will be able to purchase or sell any Ordinary Shares;
-- in the absence of a formal market and quote, it may be more
difficult for shareholders to determine the market value of their
investment in the Company at any given time;
-- the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply;
-- Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of certain
events and the requirement that the Company seek shareholder
approval for certain corporate actions, where applicable, including
substantial transactions, financing transactions, reverse
takeovers, related party transactions and fundamental changes in
the Company's business, including certain acquisitions and
disposals;
-- the levels of disclosure and corporate governance within the
Company may not be as stringent as those for a Company quoted on
AIM;
-- AIM Rule 26, obligating the Company to publish prescribed
information on its website, will cease to apply;
-- the Company will cease to have a nominated adviser and broker; and
-- the Delisting may have personal taxation consequences for
shareholders. Shareholders who are in any doubt about their tax
position should consult and appropriate professional adviser.
The above considerations are not exhaustive, and shareholders
should seek their own independent advice when assessing the likely
impact of the cancellation on them.
As the Company is seeking to return Safe Harbour's remaining
capital to shareholders by means of a summary winding up of the
Company, the Company does not intend to implement any formal
facility to assist shareholders to trade in the Ordinary Shares
with effect from the date of Delisting. Accordingly, from the date
of Delisting, there can be no guarantee that a shareholder will be
able to purchase or sell any ordinary shares.
Electronic Communications
In accordance with the Company's Articles of Association, Safe
Harbour's notice and circular for the Company's AGM will be made
available to shareholders electronically. Shareholders who also
wish to receive a hard copy should contact the Company Secretary
via safeharbour@axiocs.com with the details of their
shareholding.
Enquiries:
Cenkos Securities plc (Nominated Adviser and Joint Broker)
Tel: +44 (0)207 397 8900
Stephen Keys
Harry Hargreaves
Tulchan Communications (PR Adviser)
Tel: +44 (0)207 353 4200
Matt Low
Amber Ahluwalia
Tom Murray
The information contained within this announcement is deemed by
the Company to constitute inside information under the Market Abuse
Regulation (EU) No. 596/2014.
James Brotherton is the Chief Financial Officer of Safe Harbour
Holdings plc, which has offices at 11 Buckingham Street, London,
WC2N 6DF.
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
NOAEASXXELLEEFA
(END) Dow Jones Newswires
July 07, 2020 11:47 ET (15:47 GMT)
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