TIDMIBPO
RNS Number : 9683W
iEnergizer Limited
21 April 2023
21 April 2023
iEnergizer Limited
(the "Company" or the "Group")
Proposed Cancellation of Admission to Trading on AIM and Notice
of General Meeting
iEnergizer Limited (AIM:IBPO.L), an international and full
service Business Process Outsourcing (BPO) business, announces that
it will shortly be posting a circular to shareholders (the
"Circular") in connection with a proposal for the cancellation of
admission of the ordinary shares in the Company (the "Ordinary
Shares ") to trading on AIM (the "Cancellation"), pursuant to Rule
41 of the AIM Rules for Companies (the "AIM Rules ").
The Circular will include a notice of a general meeting of the
Company which is being convened for 10:00 a.m. on 16 May 2023, at
the Company's registered office St Martins House, Le Bordage, St
Peter Port, Guernsey, GY1 4EA (the "General Meeting"), for the
purposes of considering and, if thought fit, passing the requisite
shareholder resolution to approve the Cancellation. In accordance
with the requirements of the AIM Rules, the Cancellation is
conditional upon the approval of not less than 75 per cent. of the
votes cast by Shareholders (whether present in person or by proxy)
at the General Meeting.
Further information on the proposed Cancellation and the General
Meeting is set out below. Terms defined in this announcement bear
the meanings set out in the Appendix to this announcement.
1. Background and reasons for Cancellation
The Directors have conducted a review of the benefits and
drawbacks to the Company and its shareholders in retaining its
quotation on AIM, and believe that Cancellation is in the best
interest of the Company and its Shareholders as a whole. In
reaching this conclusion, the Directors have considered the
following key factors:
-- the Directors believe that the continued quotation on
AIM is unlikely to provide the Company with significantly
wider access to capital;
-- the considerable cost, management time and the legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM are, in the Directors' opinion,
disproportionate to the benefits to the Company; and
-- EICR (Cyprus) Limited ("EICR") holds 82.74 per cent. of
the Company's current issued share capital, resulting
in a limited free float and liquidity of the Ordinary
Shares with the consequence that the Directors believe
that the quotation of the Ordinary Shares on AIM does
not, in itself, offer investors the opportunity to trade
in meaningful volumes or with frequency within an active
market.
Following careful consideration, the Directors believe that it
is in the best interests of the Company and Shareholders, taken as
a whole, to seek the proposed Cancellation at the earliest
opportunity.
2. Process for, and principal effects of, the Cancellation
Under the AIM Rules, the Company is required to give at least 20
clear Business Days' notice of Cancellation. If the Resolution is
passed at the General Meeting, it is proposed that the last day of
trading in Ordinary Shares on AIM will be 24 May 2023 and that the
Cancellation will take effect at 7:00
a.m. on 25 May 2023.
The principal effects of the Cancellation will be that:
-- there will be no formal market mechanism enabling the
Shareholders to trade Ordinary Shares and no recognised
market or trading facility is intended to be put in place
to facilitate the trading of the Ordinary Shares (save
for the intended Matched Bargain Facility set out below);
-- while the Ordinary Shares will remain freely transferrable,
it is possible that the liquidity and marketability of
the Ordinary Shares will, in the future, be more constrained
than at present and the value of such shares may be adversely
affected as a consequence;
-- 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 and the Company will no longer be
subject to the Market Abuse Regulation regulating inside
information;
-- Shareholders will no longer be afforded the protections
given by the AIM Rules, such as the requirement to be
notified of certain events, AIM Rule 26 (requirement to
provide certain information on the Company's website),
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 transparency and corporate governance within
the Company may not be as stringent as for a company quoted
on AIM;
-- Strand Hanson Limited will cease to be the Company's nominated
adviser and the Company will cease to have a broker;
-- whilst the Company's CREST facility will r emain in place
immediately post the Cancellation, the Company's CREST
facility may be cancelled in the future. Although the
Ordinary Shares will remain transferable, they may cease
to be transferable through CREST. In this instance, Shareholders
who hold Ordinary Shares in CREST will receive share certificates;
-- the Relationship Agreement between the Company, EICR (Cyprus)
Limited, Anil Aggarwal, Geophysical Substrata Ltd and
Strand Hanson Limited (as novated) dated 27 August 2016
shall terminate on Cancellation, with the effect that,
inter alia, there shall be no ongoing contractual obligation
upon EICR (Cyprus) Limited and Geophysical Substrata Ltd.,
which are private companies both controlled by Anil Aggarwal
(the "Controlling Shareholder") to ensure that the Company
carries on its business independently of the Controlling
Shareholder or that transactions and relationships between
Controlling Shareholder and the Company are at arm's length
and on normal commercial terms; and
-- the Cancellation may have personal taxation consequences
for Shareholders. Shareholders who are in any doubt about
their tax position should consult their own professional
independent tax adviser.
The Company will remain registered with the Registrar of
Companies in Guernsey in accordance with and subject to the
Companies (Guernsey) Law, 2008 (as amended) (the "Law"),
notwithstanding the Cancellation.
It is noted, however, that the majority of the Company's
Directors and senior management will be resident outside of the UK,
Channel Islands or Isle of Man and the Company will have no
business operations based in the UK, Channel Islands or Isle of
Man. Consequently, following the Cancellation and on the basis of
no further changes to the Board, the Takeover Code will no longer
apply to the Company after the Cancellation. However, in the event
that, subsequent to the Cancellation, further Board changes result
in the Company's place of central management and control being in
the UK, Channel Islands or Isle of Man, the Company may once again
become subject to the Code. Information on the Takeover Code is set
out in Schedules 1 and 2 at the end of this announcement.
The Company will continue to be bound by the Articles (which
require shareholder approval for certain matters) following the
Cancellation.
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
3. Transactions in the Ordinary Shares prior to and post the proposed Cancellation
Prior to Cancellation
Shareholders should note that they are able to trade in the
Ordinary Shares on AIM prior to Cancellation.
Post Cancellation
Shareholders should note that, post Cancellation, there will be
no dealing and settlement arrangements in the Ordinary Shares on
AIM.
The Board is aware that the proposed Cancellation, should it be
approved by Shareholders at the General Meeting, would make it more
difficult for Shareholders to buy and sell Ordinary Shares should
they wish to do so.
The Company, therefore, intends to make arrangements for a
matched bargain facility to be established post Cancellation in
order to assist Shareholders wishing trade in the Ordinary Shares
post Cancellation, assuming the Cancellation Resolution is passed
(the "Matched Bargain Facility"). It is envisaged that the Matched
Bargain Facility would be in place for at least one year post
Cancellation and would be reviewed on an annual basis thereafter.
Under the intended Matched Bargain Facility, Shareholders or
persons wishing to acquire or dispose of Ordinary Shares will be
able to leave an indication with the Matched Bargain Facility
provider, through their stockbroker (as such provider is expected
to be unable to deal directly with members of the public), of the
number of Ordinary Shares that they are prepared to buy or sell at
an agreed price. In the event that the Matched Bargain Facility
provider is able to match that order with an opposite sell or buy
instruction, they would contact both parties and then effect the
bargain. Should the Cancellation become effective and the Company
put in place the Matched Bargain Facility, details will be made
available to Shareholders on the Company's website and directly by
letter or e-mail (where appropriate). It should be noted, however,
that there is no guarantee that the Matched Bargain Facility will
established or as to the liquidity such a facility would afford the
Ordinary Shares post Cancellation,
therefore Shareholders should carefully consider, inter alia,
the effects of the proposed Cancellation set out above and seek
their own independent advice when assessing the likely impact of
the Cancellation on them.
If Shareholders wish to buy or sell Ordinary Shares on AIM they
must do so prior to the Cancellation becoming effective. As noted
above, in the event that Shareholders approve the Cancellation, it
is anticipated that the last day of dealings in the Ordinary Shares
on AIM will be 24 May 2023 and that the effective date of the
Cancellation will be 25 May 2023.
4. Process for Cancellation
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by
Shareholders at a General Meeting. Accordingly, the Notice of
General Meeting set out in Part II of the Circular contains a
special resolution to approve the Cancellation.
The Company 's major shareholder, EICR has confirmed to the
Directors that it intends to vote or procure votes in favour of the
Resolution, in respect of all Ordinary Shares held by it, currently
amounting to 157,306,152 Ordinary Shares in aggregate, representing
approximately 82.74 per cent. of the issued share capital of the
Company. Accordingly, the Directors expect that the Resolution will
be passed at the General Meeting.
Furthermore, Rule 41 of the AIM Rules requires any AIM company
that wishes the London Stock Exchange to cancel the admission of
its shares to trading on AIM to notify shareholders and to
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date. In
accordance with AIM Rule 41, the Directors have notified the London
Stock Exchange of the Company's intention, subject to the
Resolution being passed at the General Meeting, to cancel the
Company's admission of the Ordinary Shares to trading on AIM on 21
April 2023. Accordingly, if the Resolution is passed the
Cancellation will become effective at 7:00 a.m. on 25 May 2023. If
the Cancellation becomes effective, Strand Hanson Limited will
cease to be nominated adviser of the Company and the Company will
no longer be required to comply with the AIM Rules.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication and posting of the Circular 28 April 2023
and Form of Proxy to Shareholders
Latest time and date for receipt of completed 10:00 a.m. on 12 May 2023
Forms of Proxy in respect of the General
Meeting
Time and date of the General Meeting 10:00 a.m. on 16 May 2023
Expected last day of dealings in Ordinary 24 May 2023
Shares on AIM
Expected time and date of Cancellation 7:00 a.m. on 25 May 2023
Notes:
(1) ) All of the times referred to above refer to London time,
unless otherwise stated.
(2) Each of the times and dates in the above timetable is
subject to change. If any of the above times and/or dates change,
the revised times and dates will be notified to Shareholders by an
announcement through a Regulatory Information Service.
(3) The Cancellation requires the approval of not less than 75
per cent. of the votes cast by Shareholders at the General
Meeting.
For further information please contact:
iEnergizer Limited
Nicholas David Saul +44 (0)1481 731059
Elizabeth Anne Powell
FTI Consulting - Communications Adviser
Alex Beagley +44 (0)20 3727 1000
Eleanor Purdon
Strand Hanson - Nominated Adviser
James Dance +44 (0)20 7409 3494
James Bellman
Canaccord Genuity Limited - Joint Broker
Max Hartley, Thomas Diehl, (Corporate +44 (0)20 7523 8000
Finance)
This announcement contains inside information as defined in
Regulation (EU) No. 596/2014 on market abuse which is part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
("MAR") and is made in accordance with the Company's obligations
under article 17 of MAR. The person responsible for arranging the
release of this announcement on behalf of the Company is Nicholas
David Saul. Upon publication of this announcement, this inside
information is now considered to be in the public domain. This
announcement has been issued by and is the sole responsibility of
the Company.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, or vote in any manner, any securities
pursuant to this announcement or otherwise. The distribution of
this announcement in jurisdictions outside the United Kingdom may
be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about and observe
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
Strand Hanson Limited ("Strand Hanson"), a member firm of the
London Stock Exchange ("LSE"), is authorised and regulated by the
Financial Conduct Authority and acts as nominated adviser and
broker to Company. Strand Hanson Limited is acting solely for
Company in connection with the Cancellation and will not be
responsible to anyone other than the Company for providing the
protections afforded to its customers or for advising any other
person in relation to the contents of this announcement or on any
transaction or arrangement referred to in this announcement.
The statements contained in this announcement that are not
historical facts are "forward-looking" statements. These
forward-looking statements are subject to a number of substantial
risks and uncertainties, many of which are beyond the Company's
control and actual results and developments may differ materially
from those expressed or implied by these statements for a variety
of factors. These forward-looking statements are statements based
on the Company's current intentions, beliefs and expectations about
among other things, the Company's financial condition, prospects,
growth, strategies and the industry in which the Company operates.
Forward-looking statements are typically identified by the use of
forward-looking terminology such as "believes", "expects", "may",
"will", "could", "should", "intends", "estimates", "plans",
"assumes" or "anticipates" or the negative thereof or other
variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. In addition, from time to time, the
Company or its representatives have made or may make
forward-looking statements orally or in writing. Furthermore, such
forward-looking statements may be included in, but are not limited
to, press releases or oral statements made by or with the approval
of an authorised executive officer of the Company. No assurance can
be given that such future results will be achieved; actual events
or results may differ materially from those expressed in or implied
by these statements as a result of risks and uncertainties facing
the Company and its subsidiaries. Many of these risks and
uncertainties relate to factors that are beyond the Company's
ability to control or estimate precisely, such as changes in
taxation and fiscal policy, future market conditions, currency
fluctuations, the behaviour of other market participants, the
actions of governmental regulators and other risk factors such as
the Company's ability to continue to obtain financing to meet its
liquidity needs, changes in the political, social and regulatory
framework in which the Company operates or in economic or
technological trends or conditions, including inflation and
consumer confidence, on a global, regional or national basis. Such
risks and uncertainties could cause actual results to vary
materially from the future results indicated, expressed or implied
in such forward-looking statements. The forward-looking statements
contained in this announcement speak only as of the date of this
announcement and the Company undertakes no duty to update any of
them publicly in light of new information or future events, except
to the extent required by applicable law or regulation.
APPIX
The following definitions apply throughout this announcement,
unless the context requires.
"AIM" AIM, the market operated by the London Stock
Exchange
"AIM Rules" the rules and guidance for companies whose
shares are admitted to trading on AIM entitled
"AIM Rules for Companies" published by the
London Stock Exchange, as amended from time
to time
"Articles" the articles of incorporation of the Company
as amended from time to time
"Business Day" a day (excluding Saturday, Sunday and public
holidays in England and Wales) on which banks
are generally open for business in London for
the transaction of normal banking business
"Cancellation" the proposed cancellation of admission of the
Ordinary Shares to trading on AIM, subject
to passing of the Resolution and in accordance
with Rule 41 of the AIM Rules
"Circular" the document containing information about the
Cancellation and the Notice of General Meeting
that shall be posted to the Company's Shareholders
"Company" iEnergizer Limited, a company incorporated
and registered in Guernsey under the Companies
(Guernsey) Law 2008, as amended, with registration
number 51870
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001
(SI2001/3755), as amended from time to time,
including any provisions of or under the laws
of Guernsey which alter or replace such regulations
"Directors" or "Board" the directors of the Company. The Board comprises
the directors at any time or the directors
present at a duly convened meeting at which
a quorum is present or, as the case may be,
the directors assembled as a committee of such
Board
"EICR" EICR (Cyprus) Limited, the majority shareholder
of the Company
"Form of Proxy" the form of proxy enclosed with the Circular
for use at the General Meeting or at any adjournment
thereof
"General Meeting" the General Meeting of the Company convened
for 10:00 a.m. on 16 May 2023 and any adjournment
thereof, notice of which will be set out in
"Independent Directors" the Circular
the Directors, other than Anil Aggarwal (the
founder of iEnergizer and the ultimate beneficial
owner of EICR) and Ashish Madan
"London Stock Exchange" London Stock Exchange plc
"Notice of General the notice of General Meeting contained within
Meeting" or "Notice" the Circular to be posted to the Company's
shareholders
"Ordinary Shares" ordinary shares of par value GBP0.01 in the
capital of the Company, and "Ordinary Share"
means any one of them
"Panel" the UK Panel on Takeovers and Mergers
"Registrars" Link Market Services (Guernsey) Limited, PXS1,
Central Square, 29 Wellington Street, Leeds,
LS1 4DL
"Regulatory Information has the meaning given to it in the AIM Rules
Service" for any of the services approved by the London
Stock Exchange for the distribution of AIM announcements
and included within the list maintained on the
website of the London Stock Exchange
"Resolution" the resolution to be proposed at the General
Meeting in the form set out in the Notice of
General Meeting
"Shareholders" holders of Ordinary Shares from time to time
and "Shareholder" means any one of them
"Takeover Code" or the City Code on Takeovers and Mergers
the "Code"
"United Kingdom" the United Kingdom of Great Britain and Northern
Ireland
A reference to "GBP" is to pounds sterling, being the lawful
currency of the UK.
SCHEDULE 1: THE CITY CODE ON TAKEOVERS AND MERGERS
The Code applies to all offers for companies which have their
registered office in the UK, the Channel Islands or the Isle of Man
if any of their equity share capital or other transferable
securities carrying voting rights are admitted to trading on a UK
regulated market or a UK multilateral trading facility or on any
stock exchange in the Channel Islands or the Isle of Man.
The Code also applies to all offers for companies (both public
and private) which have their registered office in the UK, the
Channel Islands or the Isle of Man which are considered by the
Panel to have their place of central management and control in the
UK, the Channel Islands or the Isle of Man.
If the Cancellation is approved by Shareholders at the General
Meeting and becomes effective, the Company's securities will no
longer be admitted to trading on a UK regulated market or a UK
multilateral trading facility or on any stock exchange in the
Channel Islands or the Isle of Man. In these circumstances, the
Takeover Code will only apply to the Company if it is considered by
the Panel to have its place of central management and control in
the United Kingdom, the Channel Islands or the Isle of Man. This is
known as the "residency test". In determining whether the residency
test is satisfied, the Takeover Panel has regard primarily to
whether a majority of a company's directors are resident in these
jurisdictions.
The Takeover Panel has confirmed to the Company that, on the
basis of the current residency of the Directors, the Company will
not have its place of central management and control in the United
Kingdom, the Channel Islands or the Isle of Man following the
Cancellation. As a result, if the Cancellation is approved by
Shareholders at the General Meeting and becomes effective, the
Takeover Code will then cease to apply to the Company and
Shareholders will no longer be afforded the protections provided by
the Takeover Code, including the requirement for a mandatory cash
offer to be made if either:
(i) a person acquires an interest in shares which, when taken
together with the shares in which persons acting in concert with it
are interested, increases the percentage of shares carrying voting
rights in which it is interested to 30% or more; or
(ii) a person, together with persons acting in concert with it,
is interested in shares which in the aggregate carry not less than
30% of the voting rights of a company but does not hold shares
carrying more than 50% of such voting rights and such person, or
any person acting in concert with it, acquires an interest in any
other shares which increases the percentage of shares carrying
voting rights in which it is interested.
Brief details of the Panel, and of the protections afforded by
the Code (which will cease to apply following the Cancellation),
are set out below.
The Code
The Code is issued and administered by the Panel. The Code
currently applies to the Company and, accordingly, its Shareholders
are entitled to the protections afforded by the Code.
The Code and the Panel operate principally to ensure that
shareholders are treated fairly and are not denied an opportunity
to decide on the merits of a takeover, and that shareholders of the
same class are afforded equivalent treatment by an offeror. The
Code also provides an orderly framework within which takeovers are
conducted. In addition, it is designed to promote, in conjunction
with other regulatory regimes, the integrity of the financial
markets.
The General Principles and Rules of the Code
The Code is based upon a number of General Principles which are
essentially statements of standards of commercial behaviour. The
General Principles apply to takeovers and all other matters with
which the Code is concerned. They are applied by the Panel in
accordance with their spirit to achieve their underlying
purpose.
In addition to the General Principles, the Code contains a
series of Rules. Some of the Rules provide more detail on how the
General Principles will be applied by the Panel and others govern
specific aspects of takeover procedure. Like the General
Principles, the Rules are to be interpreted to achieve their
underlying purpose. Therefore, their spirit must be observed as
well as their letter. The Panel may derogate or grant a waiver to a
person from the application of a Rule in certain circumstances.
Giving up the protection of the Code
A summary of key points regarding the application of the Code to
takeovers generally is set out in Schedule 3. You are encouraged to
read this information carefully as it outlines certain important
protections which will no longer apply to the Company following the
Cancellation.
SCHEDULE 2: KEY PROVISIONS OF THE CODE
The following is a summary of key provisions of the Code which
apply to transactions to which the Code applies. You should note
that, following the Cancellation, the following protections
afforded by the Code will no longer apply to the Company.
Equality of treatment
General Principle 1 of the Code states that all holders of the
securities of an offeree company of the same class must be afforded
equivalent treatment. Furthermore, Rule 16.1 requires that, except
with the consent of the Panel, special arrangements may not be made
with certain shareholders in the Company if there are favourable
conditions attached which are not being extended to all
shareholders.
Information to shareholders
General Principle 2 requires that the holders of the securities
of an offeree company must have sufficient time and information to
enable them to reach a properly informed decision on the takeover
bid. Consequently, a document setting out full details of an offer
must be sent to the offeree company's shareholders.
The opinion of the offeree board and independent advice
The board of the offeree company is required by Rule 3.1 of the
Code to obtain competent independent advice as to whether the
financial terms of an offer are fair and reasonable and the
substance of such advice must be made known to shareholders. Rule
25.2 requires the board of the offeree company to send to
shareholders and persons with information rights its opinion on the
offer and its reasons for forming that opinion. That opinion must
include the board's views on: (i) the effects of implementation of
the offer on all the company's interests, including, specifically,
employment; and (ii) the offeror's strategic plans for the offeree
company and their likely repercussions on employment and the
locations of the offeree company's places of business.
The document sent to shareholders must also deal with other
matters such as interests and recent dealings in the securities of
the offeror and the offeree company by relevant parties and whether
the directors of the offeree company intend to accept or reject the
offer in respect of their own beneficial shareholdings.
Rule 20.1 states that, except in certain circumstances,
information and opinions relating to an offer or a party to an
offer must be made equally available to all offeree company
shareholders and persons with information rights as nearly as
possible at the same time and in the same manner.
Option holders and holders of convertible securities or
subscription rights
Rule 15 of the Code provides that when an offer is made and the
offeree company has convertible securities outstanding, the offeror
must make an appropriate offer or proposal to the holders of those
securities to ensure their interests are safeguarded. Rule 15 also
applies in relation to holders of options and other subscription
rights.
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END
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(END) Dow Jones Newswires
April 21, 2023 02:00 ET (06:00 GMT)
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