TIDMGINV
RNS Number : 5988N
Global Invacom Group Limited
26 September 2023
GLOBAL INVACOM GROUP LIMITED
("Global Invacom", the "Company" or the "Group")
NOTICE OF EGM
Singapore/London, 26 September 2023 - further to the Company's
announcement on 6 September 2023, Global Invacom (SGX: QS9) (AIM:
GINV), the global provider of satellite communications equipment
and electronics, today notifies that it has today made available on
its website, at https://globalinvacom.com/pages/investor-relations,
a circular to shareholders ("Circular") containing a notice
convening an extraordinary general meeting ("EGM") for the purposes
of seeking shareholder approval for the cancellation of admission
of the Company's ordinary shares ("Shares") to trading on AIM ("AIM
Delisting"), together with associated documents relating to the EGM
and the AIM Delisting.
The EGM will be held at Level 2, Grand Salon, Conrad Centennial
Singapore, 2 Temasek Boulevard, Singapore 038982 on Thursday, 26
October 2023 at 3.00 p.m. Singapore time (8.00 a.m. UK time).
It is expected that the Circular, which sets out, inter alia,
the background to and reasons for the AIM Delisting and additional
information on the implications of the AIM Delisting for the
Company and its shareholders, will be posted to shareholders today
and that the AIM Delisting will occur on Friday, 3 November
2023.
The Company's Shares will remain listed on the Mainboard of the
Singapore Exchange Securities Trading Limited ("SGX-ST") after AIM
Delisting, and all public trading of securities in the Company will
take place on that exchange.
The Appendix to this announcement is extracted from the
Circular.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS(1)
Dispatch of the Day 1 Tuesday, 26 September 2023
Circular and the
enclosed documents
to the shareholders
Latest date for 7 business Tuesday, 17 October 2023 at 3.00
CPF/SRS investors days before p.m. (Singapore time)
who wish to vote EGM Tuesday, 17 October 2023 at 8.00
to approach their a.m. (UK time)
respective CPF agent
bank or SRS operators
------------------- ----------------------------------------------
Last date for receipt 7 days before Thursday, 19 October 2023 at 3.00
of Form of Instruction EGM p.m. (Singapore time)
from Depositary Thursday, 19 October 2023 at 8.00
Interests ("DI") a.m. (UK time)
holders
------------------- ----------------------------------------------
Latest date for 48 hours before Tuesday, 24 October 2023 at 3.00
receipt of Proxy EGM p.m. (Singapore time)
Form from shareholders Tuesday, 24 October 2023 at 8.00
(other than CPF/SRS a.m. (UK time)
investors)
------------------- ----------------------------------------------
Date and time of Not less than Thursday, 26 October 2023 at 3.00
EGM 20 clear business p.m. (Singapore time)
days from Thursday, 26 October 2023 at 8.00
Day 1 a.m. (UK time)
------------------- ----------------------------------------------
Place of EGM - The EGM will be held at Level
2, Grand Salon, Conrad Centennial
Singapore, 2 Temasek Boulevard,
Singapore 038982
------------------- ----------------------------------------------
Expected last day Day before Thursday, 2 November 2023
of dealings on AIM AIM Delisting
------------------- ----------------------------------------------
Expected cancellation 5 clear business Friday, 3 November 2023 at 2.00
of admission of days after p.m. (Singapore time)
the Company's Shares EGM Friday, 3 November 2023 at 7.00
to trading on AIM a.m. (UK time)
------------------- ----------------------------------------------
DI termination Day after Monday, 6 November 2023
AIM Delisting
------------------- ----------------------------------------------
Note:
(1) Each of the times and dates in the above timetable are
subject to change. The Company will notify the market and
shareholders by announcement to the SGX-ST and the AIM if there are
any changes to this timetable.
For further information, please contact:
Global Invacom Group Limited www.globalinvacom.com
Gordon Blaikie, Interim Chief Executive via Vigo Consulting
Officer
Strand Hanson Limited (Nominated Adviser www.strandhanson.co.uk
and Broker)
James Harris / Richard Johnson / David Tel: +44 20 7409
Asquith 3494
Vigo Consulting (UK Media & Investor www.vigoconsulting.com
Relations)
Jeremy Garcia / Fiona Hetherington / Tel: +44 20 7390
Kendall Hill 0238
ginv@vigoconsulting.com
About Global Invacom Group Limited
Global Invacom Group comprises a number of companies
specialising in innovative technology, products and solutions for
the satellite ground equipment sector. Uniquely, the Group provides
fully integrated manufacturing for most of its product lines
providing additional quality and supply chain assurance to a global
blue-chip customer base in the satellite communications, satellite
TV and satellite navigation markets.
The Group has an established global presence with sales offices,
research and development centres and manufacturing facilities
across the world, including Singapore, China, Indonesia, the
Philippines, Malaysia, Israel, the UK, and the USA.
Global Invacom Group Limited is listed on the Mainboard of the
Singapore Exchange Securities Trading Limited and its shares are
admitted to trading on the AIM Market of the London Stock
Exchange.
For more information, please refer to www.globalinvacom.com
APPIX
1. INTRODUCTION
The Board is convening an EGM to be held physically to seek the
approval of Shareholders in relation to the proposed cancellation
of the admission of the Company's Shares to trading on AIM . If
approved, following the AIM Delisting, the Company's Shares will
remain listed on the Mainboard of SGX-ST and all public trading of
securities in the Company will take place on that exchange.
The purpose of this Circular is to seek Shareholders' approval
for the Resolution, to provide Shareholders with the background to
and reasons for the AIM Delisting, to explain the consequences of
the AIM Delisting and to explain why the Directors unanimously
consider the AIM Delisting to be in the best interests of the
Company and its Shareholders as a whole and recommend voting in
favour of the Resolution at the EGM.
The AIM Rules for Companies require that, unless LSE otherwise
agrees, the cancellation of a company's shares from trading on AIM
requires the consent of not less than 75% of votes cast by its
shareholders given in a general meeting.
Shareholders' approval will be sought at the EGM to be convened
and held at Level 2, Grand Salon, Conrad Centennial Singapore, 2
Temasek Boulevard, Singapore 038982 on Thursday, 26 October 2023 at
3.00 p.m. (Singapore time) 8.00 a.m. (UK time). The Notice of EGM
is set out on pages EGM-1 to EGM-3 of this Circular.
If the Resolution is approved at the EGM, it is expected that
the AIM Delisting will take effect on Friday, 3 November 2023 at
2.00 p.m. (Singapore time) 7.00 a.m. (UK time) and the last day of
trading on AIM will be Thursday, 2 November 2023.
Shareholders are advised that neither SGX-ST nor LSE assumes
responsibility for the contents of this Circular, including the
correctness of any statements or opinions made, or reports
contained in this Circular. Shareholders who have any doubt as to
the action they should take, should consult their stockbrokers or
other professional advisers immediately.
In the event that the Resolution is not approved, the Company's
Shares will remain admitted to trading on AIM.
2. PROPOSED CANCELLATION OF ADMISSION OF THE COMPANY'S SHARES TO TRADING ON AIM
2.1. BACKGROUND TO AND REASONS FOR THE AIM DELISTING
The Company was incorporated on 25 March 2002 and has a primary
listing of its Shares on the SGX-ST. It has been admitted to
trading on AIM since 2 July 2014.
The reasons for originally listing on AIM were to help support
and strengthen the growth opportunities of the Group and enhance
the value of the Company and the Shares. The Board was of the view
that the AIM admission would:
(a) provide the Company with additional capital for future
expansion and other business plans;
(b) provide the Company with an additional channel to raise
capital and gain access to a wider range of institutional and
retail investors, who will be able to participate and trade in the
equity of the Company in Sterling pounds; and
(c) enhance the Company's profile internationally, therefore
benefitting the Company's long-term visibility, reputation, growth
and development with investors and customers.
The Directors have for some time been assessing the advantages
and disadvantages to the Company and its Shareholders in retaining
its dual listing structure and in particular its listing on AIM.
The Directors have now concluded and believe that seeking the AIM
Delisting is in the best interests of the Company and its
Shareholders as a whole. In reaching this conclusion, the Board has
considered the following key factors, amongst others:
(a) the considerable cost, management time and the legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM which, in the Directors' opinion, are
disproportionate to the benefits to the Company;
(b) AIM does not offer investors the opportunity to trade in
meaningful volumes per se or with frequency within an active
market. With low trading volumes, the Company's Share price can
move up or down significantly following trades of small numbers of
Shares; and
(c) in light of the limited liquidity in the Shares, the
Directors believe that continued admission to trading on AIM no
longer sufficiently provides the Company with the advantages of
providing access to capital.
Following the above considerations, the Directors are of the
view the AIM admission has not fulfilled the anticipated outcomes
to the extent envisaged; in particular, there has been no material
access to additional capital and the AIM listing has not markedly
benefitted the Group's expansion. The Directors have considered the
pros and cons of maintaining a dual listing structure and the Board
has decided to implement the AIM Delisting for the following
reasons:
-- The continued listing on AIM is unlikely to provide the
Company with significantly wider or more cost-effective access to
capital than its listing on the Mainboard of SGX-ST;
-- The AIM listing does not offer investors the opportunity to
trade in meaningful volumes or with frequency within an active
market;
-- The AIM Delisting may enhance the liquidity of trading in the
Company's securities by combining on the Mainboard of SGX-ST the
volume of transactions from both SGX-ST and AIM;
-- Having securities solely listed on the Mainboard of SGX-ST,
rather than dual-listed on SGX-ST and AIM as is the case at
present, is expected to enhance the profile of the Company with
investors based in Asia;
-- A Singapore main market only listing structure provides for a
streamlined operation that places it more clearly within the ranks
of comparable international technology companies in the satellite
and communications sector;
-- The cost of complying with the AIM Rules for Companies is
duplicative of that for complying with the market rules in
Singapore and the Company sees advantages in reducing its cost base
as it progresses its development of technology and commercial
strategy;
-- Internal and external financial, administrative and legal
time spent on compliance with the AIM Rules for Companies is
duplicative of that required for compliance with the Singapore
market rules. The costs are disproportionate to the benefits;
-- Shares will still be tradeable on a public market, through
SGX-ST on the Mainboard of SGX-ST; and
-- The original reasons for the dual listing on AIM, to increase
liquidity and access to capital, have not materialised.
Accordingly, the Directors believe that it is no longer in the
best interests of the Company or its Shareholders as a whole for
the Company to retain admission of its Shares to trading on
AIM.
For the purposes of AIM Delisting, the Company has appointed
professional advisers to monitor and assist in the process of the
AIM Delisting and no discrepancies have been identified between the
applicable laws, rules and regulations in both UK and
Singapore.
2.2. PROCESS OF CANCELLATION
Under the AIM Rules for Companies, it is a requirement that,
unless LSE otherwise agrees, the AIM Delisting must be conditional
upon the consent of not less than 75% of votes cast by the
shareholders at a general meeting. Accordingly, the Company is
proposing the Resolution at the EGM.
In addition, the Company is required to give a notice period of
not less than twenty (20) business days from the date on which
notice of the intended AIM Delisting is notified via a Regulatory
Information Service and is given to LSE. Accordingly, the Company
(through its nominated adviser, Strand Hanson Limited) has notified
LSE of the Company's intention, subject to the Resolution being
passed at the EGM, to cancel the admission of the Company's Shares
to trading on AIM. Accordingly, if the Resolution is approved, the
last day of dealings in the Shares on AIM is expected to be on
Thursday, 2 November 2023, and the AIM Delisting is expected to
become effective on Friday, 3 November 2023 at 2.00 p.m. (Singapore
time) 7.00 a.m. (UK time).
Upon the AIM Delisting becoming effective, the Company will no
longer be required to comply with the AIM Rules for Companies.
Certain Shareholders may be unable or unwilling to hold Shares
if the AIM Delisting is approved and becomes effective. Such
Shareholders should seek tax advice and consider their options
prior to the AIM Delisting.
2.3. PRINCIPAL EFFECTS OF THE AIM DELISTING
If the Resolution is passed at the EGM, Shareholders will no
longer be able to buy and sell Shares on AIM after Thursday, 2
November 2023, being the last day of dealings on AIM. However, the
Company's Shares will remain listed on the Mainboard of SGX-ST,
which is a public market. Further details on how to effect
transactions on SGX-ST after the AIM Delisting are set out in
Section 2.4 below.
As a company incorporated in Singapore, the Company will
continue to be subject to the requirements of the Companies
Act.
Following the AIM Delisting taking effect, the Company will no
longer be subject to the AIM Rules for Companies or be required to
retain the services of a nominated adviser as required under the
AIM Rules of Companies as the principal adviser of the Company for
the compliance of AIM Rules of Companies. The Company will no
longer be required to comply with the continuing obligations set
out in the DTRs or, provided the Company's securities remain
outside the scope of the regulation, UK MAR. In addition, the
Company and its Shareholders will no longer be subject to the
provisions of the DTRs relating to the disclosure of changes in
significant shareholdings in the Company. The Company will,
however, continue to comply with all regulatory requirements for
the SGX-ST, including all applicable rules and regulations of
SGX-ST and the Singapore Code, and applicable disclosure
obligations.
The principal effects of the AIM Delisting will be:
(a) there will no longer be a public market mechanism in the UK
through CREST for Shareholders to settle trades settling in the
form of Depositary Interests and no price will be publicly quoted
for the Shares in the UK;
(b) it is possible that, following announcement of the AIM
Delisting and publication of this Circular, the liquidity and
marketability of the Shares on AIM may be reduced, and the value of
such Shares may be consequently adversely affected;
(c) the AIM Rules for Companies will no longer apply to the
Company and, accordingly, Shareholders will no longer be afforded
the protections given by the AIM Rules for Companies. In
particular, the Company will not be bound (unless required by the
regulations of SGX-ST, as applicable) to:
-- comply with the corporate governance practices applicable to AIM companies;
-- comply with AIM Rule 26, obliging the Company to publish
prescribed information on its website;
(d) the Company will continue to voluntarily disclose
significant Shareholder interests and to include this information
and the number of securities in issue on its website;
(e) the Company will cease to retain an AIM nominated adviser or
UK broker and its agreements with the same will be terminated;
(f) the cancellation might have personal taxation consequences
for Shareholders. Shareholders who are in any doubt about their tax
position should consult their own professional adviser
immediately;
(g) following the AIM Delisting, the Company intends to
terminate the Depositary Interests facility, resulting in
securities no longer being capable of being held or transacted
within the CREST system ("DI Termination");
(h) Holders of Depositary Interests have the option, prior to
the DI Termination, to cancel their Depositary Interests and take
receipt of the underlying securities through their nominated
nominee or custodian in CDP. For those Holders who have not given
instructions to the UK Depositary Interests Registrar prior to the
DI Termination, any remaining Depositary Interests shall be
withdrawn and a Holder shall be entered onto the Singapore register
as a Shareholder and issued a share certificate by the Registrars .
Please see Sections 2.4, 2.5 and Appendix B for further
details.
After the AIM Delisting, the Company's Shares shall remain
listed on the SGX-ST and the Company shall be obliged to comply
with the Singapore Code and the Listing Manual, including making
disclosures as required by the SGX-ST rules. To avoid doubt, there
is no change in the number of Shares in the share capital of the
Company.
These considerations are not exhaustive, and Shareholders should
seek their own independent advice when assessing the likely impact
of the AIM Delisting on them .
Shareholders should be aware that if the AIM Delisting takes
effect, they will at that time cease to hold Shares in a company
whose Shares are admitted to trading on AIM and the matters set out
above, including the DI Termination, will automatically apply to
the Company from the date of the AIM Delisting.
Shareholders who continue to hold Shares through their nominated
nominee or custodian, as a participant within CDP, following the
AIM Delisting will continue to be notified in writing of the
availability of key documents on the SGXNet at
http://www.sgx.com/securities/company-announcements.
Details of the application of the City Code and the Singapore
Code to the Company following the AIM Delisting are set out in
Section 2.6 of this Circular.
Upon receipt of a valid DI Cancellation Form, the UK Depositary
Interests Registrar shall implement the instructions of Holders who
have submitted their DI Cancellation Form to the UK Depositary
Interests Registrar prior to the DI Termination.
For those Holders who have not submitted such instructions, the
UK Depositary Interests Registrar and the Registrars (where
applicable) shall procure that there is a bulk withdrawal of the
Depositary Interests and the Registrars shall add the names of such
Holders onto the Singapore register and issue share certificates to
the same .
Please note, Holders that have not lodged a valid DI
Cancellation Form , to receive Shares in their nominated CDP
participant account, and instead receive Shares in certificated
form may not have continued immediate access to the ability to
trade and transact in those Shares. This is due to the time it will
take to receive the share certificate, which will be sent by the
Registrars to each relevant Holder by post and such certificate
will need to be returned to the relevant Holder's broker in
Singapore at the point of a trade or deposit to the CDP.
Other than the timing issue referred to in the preceding
paragraph (during which Holders may not be able to trade and
transact in those Shares), Shareholders' rights and entitlements
should not be affected other than as set out in this Section Error!
Reference source not found. and in Sections 2.4 and 2.5 below.
2.4. TRADING OF SHARES PRIOR TO AND AFTER AIM DELISTING
2.4.1. Prior to the AIM Delisting
As at Friday, 15 September 2023, a breakdown of the current
Shares is as follows:
(a) Total Shares issued on SGX-ST and AIM 282,402,299 Shares
(b) The number of Shares represented by 1,995,089 Shares
Depositary Interests on AIM
(c) Total Shares on SGX-ST (including Treasury 280,407,210 Shares
Shares)
(d) Treasury Shares 10,740,072 Shares
(e) Total Shares on SGX-ST (excluding Treasury 269,667,138 Shares
Shares)
Prior to the AIM Delisting, Shares may be held in certificated
or uncertificated form.
A Shareholder who holds Shares in certificated form will hold a
physical share certificate and their name will be on the register
of members in Singapore maintained by the Registrars. Such
Shareholders are able to transfer their Shares in accordance with
the Company's Constitution or may dematerialise the same to hold
Depositary Interests which may be traded on SGX-ST (via CDP or a
nominee/broker with a CDP Account) or AIM (through CREST).
Only uncertificated Shares in the form of Depositary Interests
(representing Shares) are traded on AIM. Prior to the AIM
Delisting, Holders or their nominees/brokers (as applicable) (whose
details are contained on the register of Depositary Interests
maintained by the UK Depositary Interests Register), may trade such
Depositary Interests through the CREST system.
Shareholders may trade Shares on AIM prior to the AIM Delisting
by giving instructions to their broker/nominee who will effect such
trades through the CREST system.
Prior to the AIM Delisting, Shareholders may, but are not
obliged to, sell their Shares or trade their Depositary
Interests.
Shareholders should note that any sales of Depositary Interests,
if significant, could have a negative effect on the trading price
of the Shares.
2.4.2. After the AIM Delisting
Following the subsequent DI Termination, Shares can be held in
certificated or uncertificated form in Singapore.
The Registrars will maintain the principal register of members
in Singapore and act as the share registrar and transfer agent of
the Company.
Certificates for Shares issued by the Registrars will be valid
for delivery in respect of dealings effected on the SGX-ST.
All Shares traded on the SGX-ST are registered in the name of
CDP or its nominees and held by CDP for and on behalf of persons
who maintain, either directly, or through a Depository Agent,
securities accounts with the CDP. The persons named in the
Depository Register are deemed to be Shareholders of the
Company.
The brokerage commission in respect of Shares is freely
negotiable. Fees may be applicable for a withdrawal of Shares and
Holders should check with their nominee beforehand.
Following the AIM Delisting, Shares will still be tradeable on
the Mainboard of SGX-ST but will not be tradeable on AIM or through
CREST and, following the DI Termination, the securities will no
longer be capable of being held or transacted through CREST.
For those Holders with Depositary Interests for which a DI
Cancellation Form is received prior to the DI Termination, the
Depositary Interests will be cancelled in the UK and the underlying
Shares transferred to the nominated CDP participant in Singapore,
where the nominee to whom such interests were transferred will
maintain securities accounts with CDP and hold the same on the
Holders' behalf.
Holders will be able to give instructions to their nominees to
transfer/withdraw their interests and the relevant nominee will
provide Holders with further details in that respect. It is
important that Holders allow sufficient time for their current
nominee to act on any such instructions prior to the DI
Termination, and Holders should contact their nominee as early as
possible to understand the instruction process, timings and any
fees payable .
In Singapore, a Shareholder may transfer all or any of their
Shares which are in certificated form by an instrument of transfer
which must be delivered to the registered office of the Company (or
such other place as the Board determines) accompanied by the
certificates of the Shares to be transferred. The instrument of
transfer must be signed by or on behalf of the transferor and the
transferee and must be witnessed.
A Shareholder may transfer all or any of their Shares which are
in uncertificated form and are traded on the SGX-ST by means of a
book-entry in the register maintained by CDP in accordance with the
SFA.
The Board may refuse to register the transfer of a Share which
is not fully paid or on which the Company has a lien.
The Board may refuse to register a transfer of a certificated
Share unless:
(a) in the case of registered transfers, such fee not exceeding
two Singapore dollars (S$2) (or such other sum as may be prescribed
or approved by the SGX-ST from time to time) as the Board may from
time to time require, is paid to the Company for the registration
of each transfer (except that CDP shall not be liable to pay any
fee in respect of the registration of a transfer);
(b) the amount of proper duty (if any) with which each
instrument of transfer is chargeable under any law for the time
being in force relating to stamps is paid;
(c) the instrument of transfer, duly stamped in accordance with
any law for the time being in force relating to stamp duty, is
deposited at the registered office or at such other place (if any)
as the Board appoints accompanied by the certificates of the Shares
to which it relates, and such other evidence as the Board may
reasonably require to show the right of the transferor to make the
transfer and, if the instrument of transfer is executed by some
other person on his behalf, the authority of the person to do so;
and
(d) the instrument of transfer is in respect of only one (1) class of share.
2.5. OPTIONS FOR UK HOLDERS
Depositary Interests exist only in uncertificated form and are
only available to members of the CREST system or their sponsored
members. It is possible to cancel holdings of Depositary Interests
(in uncertificated form) into Shares in Singapore either (a)
represented by book-entry interests in uncertificated form through
CDP or (b) in certificated form represented by a physical share
certificate on the register of members in Singapore.
The position for Shareholders prior to the AIM Delisting is
outlined in Section 2.4.1 above.
Prior to the AIM Delisting, Holders of Depositary Interests
may:
(a) trade Shares represented by their Depositary Interests prior to the AIM Delisting; or
(b) complete and return the DI Cancellation Form to the UK
Depositary Interests Registrar prior to the DI Termination as
detailed in Section 2.7; or
(c) take no action, in which case their Depositary Interests
shall be cancelled and the Holders shall be named as Shareholders
on the Singapore Register and issued share certificates by the
Registrars, such Shares comprising an equivalent number as the
cancelled Depositary Interests.
Please see the Q&A for UK Holders contained in Appendix B
for further information.
The position for Shareholders after the AIM Delisting (if
approved) is outlined in Section 2.4.2 above.
2.6. APPLICATION OF THE CITY CODE AND THE SINGAPORE CODE
Following the AIM Delisting, the Company will remain a public
limited company incorporated in Singapore.
Shareholders should note that, whilst the City Code does not
apply to the Company and therefore, they have no protection under
the City Code, they will receive the protections afforded by the
Singapore Code which is broadly similar to the City Code.
Before giving approval to the AIM Delisting, Shareholders who
are in any doubt as to the application of the Singapore Code to
them, should speak to a professional adviser who is qualified to
advise on such matters, or they should contact the Council
directly.
2.7. INFORMATION FOR UK HOLDERS
Holders are asked to complete and return the Form of Instruction
to the UK Depositary Interests Registrar to ensure it reaches them
as soon as possible and not later than seven (7) days before the
EGM.
If the Resolution is passed at the EGM, any dealings in the
Company's Shares on AIM, settling in the form of Depositary
Interests, will continue to be traded through CREST until UK market
close on Thursday, 2 November 2023.
To effect the concurrent DI Termination, the UK Depositary
Interests Registrar is required to give thirty (30) days' notice to
the Holders terminating the UK Depositary facility in respect of
the Depositary Interests. Such notice shall be deemed to be given
by the publication of this Circular, but termination of the
facility shall not take effect until completion of the bulk
withdrawal detailed below.
Prior to the DI Termination, Holders are asked to complete and
return the DI Cancellation Form to the UK Depositary Interests
Registrar for the UK Depositary Interests Registrar to implement
the instructions of the Holders based on the DI Cancellation
Form.
In the event a valid DI Cancellation Form has been received from
a Holder, the UK Depositary Interests Registrar is entitled to
deliver to the transferee named in such instruction any securities
into which the underlying Shares have been delivered.
If a valid DI Cancellation Form has been received by the
required time, the UK Depositary Interests Registrar shall, to the
extent it is lawfully able, action such instructions.
If valid DI Cancellation Form have not been received from all
Holders, at the point of DI Termination, the remaining Depositary
Interests shall be cancelled and the Registrars notified by the UK
Depositary Interests Registrar to enter the names of the relevant
Holders onto the Singapore register and issue share certificates to
the same (such Shares comprising a number equivalent to the
Depositary Interests which have been cancelled).
It is envisaged that the above referenced cancellation and
transfer will generally require two (2) to four (4) days to
complete.
Holders who intend to complete a DI Cancellation Form will need
to check with their nominees if there are any fees payable in
respect of a withdrawal, and the time by which they need to notify
their nominee of the request.
Any Holders requiring further information on moving between the
settlement systems will be able to obtain further information from
the UK Depositary Interests Registrar.
2.8. TAXATION
Many investors purchase AIM-quoted shares because they are
classed as unlisted/unquoted securities which may qualify holders
who are UK tax residents and UK domiciled for relief from
inheritance taxation and certain other preferential tax benefits.
The Company cannot and does not provide any form of taxation advice
to Shareholders and therefore Shareholders are strongly advised to
seek their own taxation advice to confirm the consequences of the
delisting.
2.8.1. UK Stamp Duty
No stamp duty should be payable on the transfer of Shares
provided that the instrument effecting such transfer (if any) is
executed and kept outside the UK and does not relate to anything
done or to be done in the UK. No stamp duty reserve tax should be
payable on agreements to transfer Shares, on the basis that the
Shares are issued by a body corporate and not incorporated in the
UK, provided that such Shares are not registered on a register kept
in the UK.
No stamp duty should be payable on the transfer of Depositary
Interests representing Shares provided that there is no instrument
effecting such transfer. In addition, provided that the Depositary
Interests representing Shares fall within the definition of
"depositary interest" in Regulation 2 of the Stamp Duty Reserve Tax
(UK Depositary Interests in Foreign Securities) Regulations 1999
(SI 1999/2383), no stamp duty reserve tax should be payable on
agreements to transfer such Depositary Interests.
2.8.2. Singapore Stamp Duty
A transfer of Shares in certificated form will generally be
subject to Singapore stamp duty at the rate of 0.2% of the higher
of the consideration given for the Shares and their net asset
value. This stamp duty should be paid by the buyer or transferee
unless the transfer documents provide otherwise.
A transfer of Shares represented by Depositary Interests
(including those issued as book-entry interests within CDP), should
not be subject to Singapore stamp duty.
It is strongly recommended that Shareholders obtain appropriate
professional advice in respect of these and other taxes.
3. DIRECTORS' RECOMMATION
Having fully considered the rationale and benefit of the AIM
Delisting, the Directors are of the opinion that the AIM Delisting
is in the best interests of the Company. For the reasons set out in
Section 2 of this Circular, the Directors unanimously recommend
that Shareholders vote in favour of Resolution, being the special
resolution relating to the AIM Delisting at the forthcoming
EGM.
4. ACTION TO BE TAKEN BY SHAREHOLDERS
The Company's EGM is being convened, and will be held physically
at Level 2, Grand Salon, Conrad Centennial Singapore, 2 Temasek
Boulevard, Singapore 038982 .
If a Shareholder is unable to attend the EGM and wishes to
appoint a proxy to vote on his behalf, he should complete, sign and
return the Proxy Form attached to this Circular in accordance with
the instructions thereon as soon as possible by post, to be
deposited with the Company's Share Registrar at B.A.C.S. Private
Limited at 77 Robinson Road, #06-03 Robinson 77, Singapore 068896
and, in any event, not less than 48 hours before the time fixed for
the EGM. Appointment of a proxy by a Shareholder does not preclude
him from attending and voting in person at the EGM if he so
wishes.
A Depositor shall not be regarded as a Shareholder entitled to
attend the EGM and to speak and vote thereat unless his name
appears on the Depository Register as certified by CDP, not less
than 72 hours before the time fixed for the EGM.
Holders of Depositary Interests should complete and return the
Form of Instruction as appended as Appendix A in this Circular to
Computershare Investor Services PLC at The Pavilions, Bridgwater
Road, Bristol, BS99 6ZY, England as soon as possible but in any
event to be received not later than seven (7) days prior to meeting
or seven (7) days before any adjourned meeting. Further details are
set out in the notes to the Notice of EGM.
5. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors, whose names appear on page 7 of this Circular,
and the Company accept individual and collective responsibility for
the Company's compliance with the AIM Rules for Companies.
The Directors collectively and individually accept full
responsibility for the accuracy of the information given in this
Circular and confirm that after making all reasonable enquiries
that, to the best of their knowledge and belief, this Circular
constitutes full and true disclosure of all material facts about
the matters stated in this Circular, the Company and its
subsidiaries, and the Directors are not aware of any facts the
omission of which would make any statement in this Circular
misleading.
Where information in this Circular has been extracted from
published or otherwise publicly available sources or obtained from
a named source, the sole responsibility of the Directors has been
to ensure that such information has been accurately and correctly
extracted from those sources and/or reproduced in this Circular in
its proper form and context.
6. DOCUMENTS AVAILABLE FOR INSPECTION
The Constitution may be inspected at the registered office of
the Company at 7 Temasek Boulevard, Level 32, Suntec Tower One,
Singapore 038987 during normal business hours from the date of this
Circular up to and including the day of the EGM.
DEFINITIONS
The following definitions apply throughout this Circular, except
where the context otherwise requires:
"AIM" : AIM, a market operated by LSE
"AIM Delisting" : The proposed cancellation of admission of
the Company's Shares to trading on AIM
"AIM Rules for Companies" : The rules and guidance for companies whose
shares are admitted to trading on AIM entitled
"AIM Rules for Companies" published by LSE
as amended from time to time
"Board" : The board of Directors of the Company for
the time being
"CDP" : The Central Depository (Pte) Limited, the
authorised operator of the Singapore Clearing
and Settlement System
"certificated" or : In relation to a Share, recorded on the Company's
"in certificated register as being held in certificated form
form" by way of a physical share certificate
"Circular" : This circular to Shareholders dated Tuesday,
26 September 2023
"City Code" : The City Code on Takeovers and Mergers of
the United Kingdom, as modified and amended
from time to time, and all practice notes,
rules and guidelines thereafter, as may be
issued or amended from time to time
"Companies Act" : The Companies Act 1967 of Singapore, as amended,
modified or supplemented from time to time
"Company" : Global Invacom Group Limited
"Constitution" : The Constitution of the Company
"Council" : The Securities Industry Council of Singapore
"CPF" : The Central Provident Fund of Singapore
"CREST" : The computerised settlement system to facilitate
transfer of title to or interest in securities
in uncertificated form operated by Euroclear
UK & International Limited
"Depositary Interests" : Dematerialised depositary interests representing
Shares as issued and held through CREST
"Director(s)" : The director(s) of the Company for the time
being
"DI Cancellation : The Depositary Interests cancellation instruction
Form" for the Holders as set out in Appendix C
"DI Termination" : The date on which, following the AIM Delisting,
the Depositary Interests services and the
ability to hold or transact in the relevant
securities in CREST cease
"DTRs" : The Disclosure Guidance and Transparency
Rules of the FCA
"EGM" : The extraordinary general meeting of the
Company, notice of which is set out in pages
EGM-1 to EGM-3 of this Circular
"FCA" : The UK Financial Conduct Authority
"FSMA" : The Financial Services and Markets Act 2000
of United Kingdom, as amended, modified or
supplemented from time to time
"Form of Instruction" : The form of instruction for the Holders as
set out in Appendix A
"Group" : The Company and its subsidiaries
"Holders" : Holders of Depositary Interests
"Listing Manual" : The listing manual of the SGX-ST, as may
be amended, modified or supplemented from
time to time
"LSE" : London Stock Exchange plc
"Notice of EGM" : The notice of the EGM as set out in pages
EGM-1 to EGM-3 of this Circular
"Proxy Form" : The proxy form sent with the Notice of EGM,
as set out in this Circular
"Registrars" : B.A.C.S. Private Limited
"Regulatory Information : A service approved by the LSE for the distribution
Service" of announcements to the public
"Resolution" : The proposed special resolution in relation
to the AIM Delisting to be passed at the
EGM as set out in the Notice of EGM
"S$" : Singapore dollar, being the lawful currency
of Singapore
"SFA" : The Securities and Futures Act 2001 of Singapore,
as amended, modified or supplemented from
time to time
"SGXNet" : The online announcement platform hosted by
SGX-ST
"SGX-ST" : Singapore Exchange Securities Trading Limited
"Singapore" : The Republic of Singapore
"Share(s)" : Ordinary share(s) in the capital of the Company,
or electronic interests in respect of such
ordinary shares held through CDP or in the
form of Depositary Interests (as the case
may be). To avoid doubt, there is only one
(1) class of shares issued by the Company
"Shareholders" : Holders and/or registered holders of Shares
in the register of members of the Company
(as the case may be), except that where the
registered holder is CDP or its nominees,
the term "Shareholders" shall, in relation
to such Shares, mean the Depositors whose
securities accounts maintained with CDP are
credited with Shares
"Singapore Code" : The Singapore Code on Take-over and Mergers,
as modified and amended from time to time,
and all practice notes, rules and guidelines,
thereafter, as may be issued or amended from
time to time
"SRS" : Supplementary Retirement Scheme
"Sterling" or " : UK pounds sterling, being the lawful currency
GBP " of United Kingdom
"Strand Hanson Limited" : Strand Hanson Limited, the Company's nominated
adviser
"UK Depositary Interests : Computershare Investor Services PLC
Registrar"
"UK MAR" : Regulation (EU) No.596/2014 which forms part
of domestic law in the United Kingdom pursuant
to the European Union (Withdrawal) Act 2018
"UK" or "United : The United Kingdom of Great Britain and Northern
Kingdom" Ireland
"uncertificated" : In relation to a Share, recorded under CDP's
or "in uncertificated name on the Company's share register
form"
"%" : Per centum or percentage
Depositor, Depository Agent and Depository Register . The terms
"Depositor", "Depository Agent" and "Depository Register" shall
have the same meanings ascribed to them respectively in Section
81SF of the SFA
Gender . Words importing the singular shall, where applicable,
include the plural and vice versa and words importing the masculine
gender shall, where applicable, include the feminine and vice
versa. References to persons shall, where applicable, include
corporations.
Statutes . Any reference in this Circular to any enactment is a
reference to that enactment as for the time being amended or
re-enacted. Any word defined under the Companies Act, the SFA, the
Listing Manual, the Singapore Code or any statutory modification
thereof and used in this Circular shall, where applicable, have the
meaning ascribed to it under the Companies Act, the SFA, the
Listing Manual, the Singapore Code or any modification thereof, as
the case may be, unless the context requires otherwise.
Shares . Any reference in this Circular to Shares being allotted
to a person includes allotment to CDP and its nominees for the
account of that person.
Time . Any reference to a time of day in this Circular shall be
a reference to Singapore time unless otherwise stated.
Rounding . Any discrepancies in the tables included herein
between the listed amounts and totals thereof are due to rounding.
Accordingly, figures shown as totals in this Circular may not be an
arithmetic aggregation of the figures that precede them.
Cautionary note regarding forward-looking statements
This Circular contains statements about the Company that are or
may be "forward-looking statements". All statements, other than
statements of historical facts, included in this Circular may be
forward-looking statements. Without limitation, any statements
preceded or followed by, or that include, the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may",
"should", "anticipates", "estimates", "projects" or words or terms
of similar substance, or the negative thereof, are forward-looking
statements. These forward-looking statements are not guarantees of
future performance and have not been reviewed by the auditors of
the Company. They appear in a number of places throughout this
Circular and include statements regarding the intentions, beliefs
and current expectations of the Company or the Directors
concerning, amongst other things, the results of operations,
financial condition, liquidity, prospects, growth and strategies of
the Company and the industry in which the Group operates.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be
materially different from any results, performance or achievements
expressed or implied by such forward-looking statements. These
forward-looking statements are based on numerous assumptions
regarding the present and future business strategies of the Company
and the environment in which it will operate in the future.
Past performance is not a guarantee of future performance.
Investors should not place undue reliance on such forward-looking
statements and, save as is required by law or regulation (including
to meet the requirements of the AIM Rules for Companies), the
Company does not undertake any obligation to update publicly or
revise any forward-looking statements (including to reflect any
change in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent forward-looking statements attributed to the Company
or any persons acting on its behalf are expressly qualified in
their entirety by the cautionary statement above. All
forward-looking statements contained in this Circular are based on
information available to the Directors of the Company at the date
of this Circular, unless some other time is specified in relation
to them, and the posting or receipt of this Circular shall not give
rise to any implication that there has been no change in the facts
set forth herein since such date.
Notice to overseas persons
The distribution of this Circular in certain jurisdictions may
be restricted by law and therefore persons into whose possession
this Circular comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
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END
NOGSELEFIEDSEDU
(END) Dow Jones Newswires
September 26, 2023 02:30 ET (06:30 GMT)
Global Invacom (LSE:GINV)
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Global Invacom (LSE:GINV)
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