TIDMESKN
RNS Number : 9380I
Esken Limited
17 August 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, HONG KONG, THE PEOPLE'S REPUBLIC
OF CHINA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL
FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER
OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO
PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE
DISPOSE OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE
MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN
AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS REFERRED TO
BELOW. A COPY OF THE PROSPECTUS IS AVAILABLE ON ESKEN LIMITED'S
WEBSITE AT WWW.ESKEN.COM /INVESTORS .
17 August 2021
Esken Limited
("Esken" or the "Company")
Results of General Meeting
The Company announces that, at the General Meeting held earlier
today, the resolutions set out in the Notice of General Meeting
(the "Resolutions") contained in the combined prospectus and
circular published by the Company on 28 July 2021 (the
"Prospectus") were duly passed without amendment on a poll by the
requisite majorities. The full text of the resolutions is set out
in the Notice of General Meeting.
Details of the total votes received in relation to the
Resolutions (representing 59.37% of the Company's existing issued
ordinary share capital of 630,926,123 Shares) are as follows:
Resolution For Against
No. of % No. % Votes withheld Total votes
votes of votes * cast
------------ ------ ---------- ----- --------------- ------------
Approval
of the
Capital
Raise,
the Subscription
Letters
and authority
to issue
the New
1 Shares 374,221,890 99.91 339,639 0.09 222,739 374,561,529
------------------ ------------ ------ ---------- ----- --------------- ------------
Authority
to issue
the New
Shares
as if article
5.2 of
the Articles
did not
2 apply ** 374,180,007 99.90 381,522 0.10 222,739 374,561,529
------------------ ------------ ------ ---------- ----- --------------- ------------
Authority
to apply
a discount
of greater
than 10
per cent.
to middle
market
price of
3 the Shares 374,212,859 99.91 342,243 0.09 229,165 374,555,102
------------------ ------------ ------ ---------- ----- --------------- ------------
Approval
of issue
of Shares
to Toscafund
Asset Management
in connection
with the
Firm Placing
and Placing
4 *** 193,377,122 99.82 342,757 0.18 181,064,389 193,719,879
------------------ ------------ ------ ---------- ----- --------------- ------------
Approval
of the
terms of
5 the Investment 374,209,305 99.91 345,797 0.09 229,166 374,555,102
------------------ ------------ ------ ---------- ----- --------------- ------------
* A vote withheld is not a vote in law and is not counted in the
calculation of the votes "For" or "Against" a resolution.
** Passed as a special resolution.
*** I n accordance with the Listing Rules, Toscafund Asset
Management and its associates (as defined in the Listing Rules)
were not permitted to vote on Resolution 4 .
The passing of the Resolutions will enable the Company to
proceed with the fully underwritten Firm Placing and Placing and
Open Offer to raise gross proceeds of GBP55 million (together, the
"Capital Raise"). The Capital Raise remains conditional upon,
amongst other things, Admission becoming effective by 8.00 a.m. on
26 August 2021 (or such later time and date as the Company and the
Joint Bookrunners may agree, being not later than 8.00 a.m. on 31
August 2021).
Applications have been made to the FCA and to the London Stock
Exchange for 394,410,618 New Shares to be admitted to the premium
listing segment of the Official List of the Financial Conduct
Authority and to trading on the London Stock Exchange's main market
for listed securities. It is expected that Admission will become
effective, and dealings in the New Shares will commence, at 8.00
a.m. on 26 August 2021.
In accordance with Listing Rule 9.6.2R, a copy of the
Resolutions has been submitted to the National Storage Mechanism
and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The results
of the General Meeting held on 17 August 2021 will be available to
view on the Company's website at www.esken.com/investors.
The New Shares will, when issued, be credited as fully paid and
will rank pari passu in all respects with the Existing Shares and
carry the right to receive all dividends and distributions
declared, made or paid in respect of the Shares after
Admission.
The approval of the terms of the Investment enables London
Southend Airport Company Limited, as Borrower, to proceed to
completion of the Investment and draw down the Loan on the Closing
Date (being the date of Admission). The Investment remains subject
to satisfaction of various conditions precedent, including
announcement of the completion of the Capital Raise.
The total issued share capital of Esken following Admission will
be 1,025,336,741 Shares, with no Shares held in treasury. The total
number of voting rights of the Company will therefore be
1,025,336,741 and this figure may be used by Shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change in their
interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Capitalised terms not otherwise defined in this announcement
have the meanings given to them in the Prospectus, which is
available on the Company's website ( www.esken.com/investors) .
For further enquiries please contact:
Esken Limited
Charlie Geller, Communications C/O Tulchan Communications
Director
Canaccord Genuity Limited (Joint
Sponsor, Joint Bookrunner and Joint
Global Co-ordinator) +44 20 7523 8000
Adam James / Andrew Potts / Patrick
Dolaghan
Sam Lucas
UBS AG London Branch (Joint Sponsor,
Joint Bookrunner and Joint Global
Co-ordinator) +44 207 567 8000
David James / Peter Mackie
Alex Bloch / Tom Snowball
Tulchan Communications +44 207 353 4200
Olivia Peters / David Allchurch esken@tulchangroup.com
IMPORTANT NOTICES
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for information purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The
information in this announcement is subject to change.
Neither this announcement nor anything contained in it shall
form the basis of, or be relied upon in conjunction with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
acquire any Shares referred to in this announcement except on the
basis of the information contained in the Prospectus published by
the Company in connection with the Transaction.
A copy of the Prospectus is available on the Company's website
at www.esken.com/investors. Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this announcement.
The Prospectus provides further details of the New Shares being
offered pursuant to the Capital Raise.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The New Shares, Open Offer Entitlements and Excess
Open Offer Entitlements have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
taken up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, within the United States. There will be no
offer of the New Shares in the United States. None of the New
Shares, Open Offer Entitlements, Excess Open Offer Entitlements,
this announcement or any other document connected with the Capital
Raise has been or will be approved or disapproved by the United
States Securities and Exchange Commission or by the securities
commissions of any state or other jurisdiction of the United States
or any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
the New Shares, Open Offer Entitlements, or Excess Open Offer
Entitlements or the accuracy or adequacy of this announcement or
any other document connected with the Capital Raise. Any
representation to the contrary is a criminal offence in the United
States.
This announcement is for information purposes only and, subject
to certain limited exceptions, is not intended to and does not
constitute or form part of any offer or invitation to sell, allot
or issue, or any offer or invitation to purchase or subscribe for,
New Shares, or to take up any entitlements to New Shares, in any
jurisdiction or any solicitation to purchase or subscribe for, any
securities in the United States, Australia, Canada, Hong Kong,
Japan, the People's Republic of China or the Republic of South
Africa (the "Excluded Territories") or in any jurisdiction where
such offer or invitation is unlawful, nor does the fact of its
distribution form the basis of, nor can it be relied upon in
connection with, or act as any inducement to enter into, any
contract or commitment whatsoever with respect to such securities,
the Company or otherwise.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain limited exceptions, this announcement, the Prospectus and
the Application Forms should not be distributed, forwarded to or
transmitted in or into any Excluded Territory.
The New Shares may not be offered or sold in Hong Kong, by means
of any document, other than (i) to "professional investors" as
defined in the Securities and Futures Ordinance (Cap.571, Laws of
Hong Kong) of Hong Kong (the "SFO") and any rules made under the
SFO; or (ii) in other circumstances which do not constitute an
offer to the public within the meaning of the Companies (Winding up
and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong)
of Hong Kong (the "C(WUMP)O") or an invitation to induce an offer
by the public to subscribe for or purchase any shares and which do
not result in this document being a "prospectus" as defined in the
C(WUMP)O. No advertisement, invitation or document relating to the
New Shares or this document may be issued or may be in the
possession of any person for the purpose of issue, whether in Hong
Kong or elsewhere, which is directed at, or the contents of which
are likely to be accessed or read by, the public of Hong Kong
(except if permitted to do so under the C(WUMP)O and the SFO) other
than with respect to the New Shares which are or are intended to be
disposed of only to persons outside Hong Kong or only to
"professional investors" as defined in the SFO and any rules made
under the SFO or in other circumstances which do not constitute an
offer or invitation to the public within the meaning of the
C(WUMP)O. The contents of this document have not been reviewed by
any regulatory authority in Hong Kong. You are advised to exercise
caution in relation to the offer. If you are in any doubt about any
of the contents of this document you should obtain independent
professional advice.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or
the Prospectus. This announcement does not constitute a
recommendation concerning any investor's options with respect to
the Capital Raise. The price and value of securities can go down as
well as up. Past performance is not a guide to future performance.
The contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each Shareholder or prospective
investor should consult their own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
Notice to all investors
Canaccord Genuity Limited ("Canaccord") is authorised and
regulated by the Financial Conduct Authority ("FCA") in the United
Kingdom. UBS AG London Branch ("UBS" and together with Canaccord,
the "Joint Bookrunners") is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland. It is
authorised by the Prudential Regulation Authority ("PRA") and
subject to regulation by the FCA and limited regulation by the PRA
in the United Kingdom.
Canaccord and UBS are each acting exclusively for the Company
and no one else in connection with the Capital Raise or any other
matter referred to in this announcement and will not be responsible
to anyone other than the Company for providing the protections
afforded to their respective clients or for providing advice in
connection with the Capital Raise and/or any other matter referred
to in this announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Bookrunners or by any of their
respective affiliates or agents (or any of their respective
directors, officers, employees or advisers) for the contents of the
information contained in this announcement, or any other written or
oral information made available to or publicly available to any
interested party or its advisers, or any other statement made or
purported to be made by or on behalf of either Joint Bookrunner or
any of their respective affiliates in connection with the Company,
the New Shares or the Capital Raise and any responsibility therefor
is expressly disclaimed. The Joint Bookrunners and each of their
respective affiliates accordingly disclaim all and any liability,
whether arising in tort, contract or in respect of any statements
or other information contained in this announcement and no
representation or warranty, express or implied, is made by either
Joint Bookrunner or any of their respective affiliates as to the
accuracy, completeness or sufficiency of the information contained
in this announcement.
No person has been authorised to give any information or to make
any representations other than those contained in this
announcement, the Prospectus and the Application Forms, and, if
given or made, such information or representations must not be
relied on as having been authorised by the Company or Canaccord and
UBS.
In connection with the Capital Raise, the Joint Bookrunners may
release communications to the market as to the extent to which the
book is "covered". A communication that a transaction is, or that
the books are, "covered" refers to the position of the order book
at that time. It is not an assurance that the books will remain
covered, that the transaction will take place on any terms
indicated or at all, or that if the transaction does take place,
the securities will be fully distributed by the Joint
Bookrunners.
In connection with the Capital Raise, each of their Joint
Bookrunners and any of their respective affiliates, acting as
investors for their own accounts, may take up a portion of the
shares in the Capital Raise as a principal position and in that
capacity may retain, purchase, sell, offer to sell for their own
accounts such shares and other securities of the Company or related
investments in connection with the Capital Raise or otherwise.
Accordingly, references in the Prospectus to the Shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, the Joint Bookrunners and any
of their respective affiliates acting as investors for their own
accounts. Except as required by applicable law or regulation, the
Joint Bookrunners do not propose to make any public disclosure in
relation to such transactions.
Cautionary statement regarding forward-looking statements
This announcement contains forward-looking statements, including
with respect to financial information, that are based on current
expectations or beliefs, as well as assumptions about future
events. These forward looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could", "is
confident", or other words of similar meaning. Undue reliance
should not be placed on any such statements because they speak only
as at the date of this announcement and, by their very nature, they
are subject to known and unknown risks and uncertainties and can be
affected by other factors that could cause actual results, and the
Company's plans and objectives, to differ materially from those
expressed or implied in the forward-looking statements. No
representation or warranty is made that any forward-looking
statement will come to pass.
You are advised to read the Prospectus and the information
incorporated by reference therein in their entirety, and, in
particular, the section of the Prospectus headed "Risk Factors",
for a further discussion of the factors that could affect the
Group's future performance and the industry in which it operates.
In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements, including statements
regarding prospective financial information, in this announcement
may not occur. These statements are not fact and should not be
relied upon as being necessarily indicative of future results, and
readers of this announcement are cautioned not to place undue
reliance on the forward-looking statements, including those
regarding prospective financial information.
No statement in this announcement is intended as a profit
forecast, and no statement in this announcement should be
interpreted to mean that underlying operating profit for the
current or future financial years would necessarily be above a
minimum level, or match or exceed the historical published
operating profit or set a minimum level of operating profit.
Neither the Company nor Canaccord nor UBS are under any
obligation to update or revise publicly any forward-looking
statement contained within this announcement, whether as a result
of new information, future events or otherwise, other than in
accordance with their legal or regulatory obligations (including,
for the avoidance of doubt, the Prospectus Regulation Rules, the
Listing Rules and the Disclosure Guidance and Transparency Rules).
Subject to the Prospectus Regulation Rules, the Listing Rules and
the Disclosure Guidance and Transparency Rules, the issue of this
announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date of this announcement or that the information
in it is correct as at any subsequent date.
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END
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