Proposed De-Listing
28 Abril 2009 - 2:00AM
UK Regulatory
TIDMREG
RNS Number : 2504R
Regent Inns PLC
28 April 2009
+----------------------------------------------------------------------------------+--+
| 28 April 2009 | |
| Regent Inns plc | |
| Proposed De-Listing of Ordinary Shares from the Official List | |
| Interim Management Statement | |
| The Board of directors of Regent Inns plc ("Regent" or "the Company"), the | |
| operator of UK late-night, entertainment-led venues and restaurants, has today | |
| posted a circular to shareholders of the Company ("the Circular") regarding a | |
| proposed cancellation of the listing of the Company's ordinary shares on the | |
| Official List and the trading in its ordinary shares on the London Stock | |
| Exchange's market for listed securities ("the De-Listing") and other related | |
| matters. A general meeting of the Company ("the General Meeting") will be held | |
| at the offices of the Company's solicitors, Lawrence Graham LLP, 4 More London | |
| Riverside, London SE1 2AU on Thursday, 14 May 2009 at 10.00 am at which a | |
| special resolution will be proposed to approve the De-Listing (and consequential | |
| amendments to the Company's articles of association) ("the Resolution"). | |
| The directors of the Company ("the Directors" or "the Board") and certain of its | |
| shareholders have irrevocably undertaken to vote in favour of the Resolution in | |
| respect of all ordinary shares of 5p each in the Company ("Ordinary Shares") | |
| which they beneficially own, amounting to in aggregate 53,063,774 Ordinary | |
| Shares (representing approximately 46.81% of the issued Ordinary Shares in the | |
| Company). | |
| In addition, Regent announces its interim management statement for the period | |
| from 28 December 2008 to date, as required by the UK Listing Authority's | |
| Disclosure and Transparency Rules. | |
| Trading in the first 8 weeks of the reporting period was commented on in the | |
| half year results for the 26 weeks ended 27 December 2008 announced on 27 | |
| February 2009. | |
| Key points relating to that 8 weeks trading period were:* | |
| like-for-like sales down 11.7% on last year* | |
| the Company is cautious about the future and continues to find market conditions | |
| very challenging | |
| Subsequent to 27 February 2009, like-for-like sales trends have not materially | |
| changed, resulting in like-for-like sales since 28 December 2008 being down | |
| 11.4%. | |
| The key points of the Circular in respect of the De-Listing are summarised | |
| below. | |
| Background to, Reasons for and Information on the De-Listing | |
| The share price of the Ordinary Shares and the resulting market capitalisation | |
| of the Company have been at very low levels relative to the past for some time | |
| and demand for shares has been extremely limited. The Company's market | |
| capitalisation is now a small fraction of its net debt. | |
| The costs associated with a listing on the Official List are now very | |
| significant in relation to the Company's operating profit and market | |
| capitalisation. | |
| The principal issue in relation to being listed on the Official List is that the | |
| specific requirements in respect of transactions that are significant in | |
| relation to the Company's market capitalisation are now particularly onerous and | |
| restrictive in the view of the directors of the Company ("the Directors" or | |
| "the Board"). In line with its strategy, the Company is currently in discussions | |
| in respect of a number of disposals, including some individual site disposals, | |
| which, under the Listing Rules, will require a circular to shareholders and the | |
| approval of shareholders before they can be completed. No waiver or relaxation | |
| of these requirements is available. If the Ordinary Shares were to remain listed | |
| on the Official List, the level of disclosure and related costs, which are | |
| considerable and disproportionate to the size of these transactions in terms of | |
| assets and consideration in the Board's view, may preclude them from being | |
| satisfactorily and economically concluded. | |
| The Directors estimate the compliance, administration and legal costs associated | |
| with the Company's listing on the Official List, excluding costs associated with | |
| significant transactions, to be in excess of GBP200,000 per annum. They expect | |
| that the majority of these costs will no longer be incurred following the | |
| De-Listing. | |
| The Board has been in discussions with its advisers in respect of the above | |
| factors and has concluded that a listing on the Official List is too onerous for | |
| Regent Inns and that it is no longer in the best interests of the shareholders | |
| of the Company. On this basis, the Directors consider that it would be in the | |
| best interests of the Company to seek the cancellation of the admission of the | |
| Company's Ordinary Shares to the Official List. | |
| Under the Listing Rules, it is a requirement that cancellation of admission to | |
| the Official List must be approved by not less than 75 per cent. of the holders | |
| of Ordinary Shares (being entitled to do so) voting in person or by proxy. | |
| Strategy following the De-Listing | |
| Following the De-Listing, the Board intends to operate the Company's business in | |
| the same manner and with the same objectives as were set out in the 2008 Report | |
| and Accounts. The Board's medium term objectives remain firstly the maximisation | |
| of cash flow from existing operations and the reduction of debt whilst | |
| maintaining the integrity of the Group's brands and secondly the stabilisation | |
| of sales in Walkabout. | |
| Reporting and Disclosure | |
| In addition to publishing annual accounts, it is the Board's intention following | |
| the De-Listing to keep shareholders informed of the Company's financial position | |
| through the publication of a statement in respect of the Company's performance | |
| for the first six months of each financial year and the publication of details | |
| of transactions that are, in the view of the Board, material to the Company. | |
| Corporate Governance | |
| Following the De-Listing, it is the Board's intention to continue to operate | |
| Audit and Remuneration Committees chaired in each case by an independent | |
| Director. The Executive Directors and the Non-Executive Directors all intend to | |
| continue serving the Company and to continue leading its direction. | |
| Effects of the De-Listing and Transactions in the Ordinary Shares following the | |
| De-Listing | |
| The principal effect of the De-Listing is that shareholders of the Company will | |
| no longer be able to buy and sell shares in the Company through a public stock | |
| market. Additional effects of the De-Listing are set out in the Circular. | |
| Ordinary Shares will remain freely transferable and will continue to be | |
| transferable through CREST. | |
| In addition, in order to provide potential liquidity in the Company's shares | |
| after the De-Listing, the Company intends to set up and maintain a 'matched | |
| bargain' settlement facility. Under this facility, shareholders or persons | |
| wishing to acquire shares will be able to leave an indication with the facility | |
| provider that they are prepared to buy or sell at an agreed price. In the event | |
| that the facility provider is able to match that order with an opposite sell or | |
| buy instruction, the facility provider will contact both parties and then effect | |
| the order. Shareholders who do not have their own broker may need to register | |
| with the facility provider as a new client. This can take some time to process | |
| and therefore shareholders who consider they are likely to avail themselves of | |
| this facility are encouraged to register at the earliest opportunity. The | |
| contact details of the 'matched bargain' settlement facility provider, once | |
| arranged, will be made available to shareholders on the Company's website. | |
| City Code on Takeovers and Mergers | |
| Shareholders should note that following the De-Listing, the City Code on | |
| Takeovers and Mergers ("the Takeover Code") will continue to apply to the | |
| Company for 10 years from the De-Listing becoming effective in accordance with | |
| paragraph 3(a)(iii)(A) of the 'Introduction' section of the Takeover Code. | |
| Recommendation | |
| The Board, having consulted with the Company's financial advisers, The Delphi | |
| Partnership LLP, considers the De-Listing and the proposed amendments to the | |
| Company's articles of association to be in the best interests of the | |
| shareholders of the Company as a whole. The Board is unanimously in favour of | |
| the Resolution to be proposed at the General Meeting. Accordingly, the Board | |
| unanimously recommends shareholders to vote in favour of the Resolution to be | |
| proposed at the General Meeting, as all the Directors have irrevocably | |
| undertaken to do in respect of their own beneficial shareholdings of, in | |
| aggregate, 1,320,793 ordinary shares (representing 1.16% of the current issued | |
| ordinary share capital of the Company). | |
| The Delphi Partnership LLP is an appointed representative of Capital Markets | |
| Strategy Limited which is authorised by the Financial Services Authority. | |
| Commenting on the proposal, Jim Glover, Non-Executive Chairman of Regent, said:- | |
| "The private company arena is now the most practical one for Regent and will | |
| provide a more suitable environment in which to manage the Company. | |
| After much consideration, the Board now regards the De-Listing to be in the best | |
| interests of the shareholders of Regent as a whole. It is recommending this | |
| course of action to shareholders accordingly." | |
| If the resolution is approved by shareholders of the Company, it is expected | |
| that the De-Listing will take effect at 8.00 am on 15 June 2009. | |
| - Ends - | |
| Enquiries: | |
| Regent Inns plc+44 (0) 20 8327 2540 | |
| Jim Glover, Chairman | |
| John Leslie, CEO | |
| Merlin PR+44 (0)20 7653 6620 | |
| Paul Downes +44 (0) 7900 244888 | |
| Vanessa Maydon + 44 (0) 7802 961 902 | |
| Rachel Thomas+44 (0) 7787 504447 | |
| | |
+----------------------------------------------------------------------------------+--+
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCILFSDSSIDFIA
Rare Earths (LSE:REG)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Rare Earths (LSE:REG)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
