Mucklow(A.& J.)Group Plc - Proposed Cancellation and Repayment
The Board of A&J Mucklow Group Plc (the "Company") announces the Company's proposed cancellation and repayment of all of the 7 per cent. cumulative preference shares of £1.00 each in the capital of the Company (ISIN: GB0006091622) (the "Preference Shares").
Following the completion of LondonMetric's acquisition of the entire issued and to be issued ordinary share capital of the Company, the Board has undertaken a review to evaluate the extent to which maintaining the Preference Shares in issue as a class of listed securities of the Company remains appropriate. The Board no longer considers it appropriate to maintain the Preference Shares as a separate class of capital due to the administrative burden and costs associated with the Preference Shares and the maintenance of their listing on the standard listing segment of the Official List. As a result, the Board now recommends the proposal to cancel and repay the issued Preference Shares.
It is therefore proposed to carry out the Cancellation and Repayment by means of a Court approved reduction of share capital under the Companies Act. If so approved, the holders of Preference Shares will receive £1.60 for each Preference Share held which includes any dividends accrued from 1 July 2019 to the effective date of the Cancellation. The Repayment represents a premium of approximately:
· 55 per cent. to £1.0325, being the volume weighted average price per Preference Share for published trades (totalling 17,000 Preference Shares) on the London Stock Exchange in the six-month period ended 12 August 2019 (being the latest practicable date before publication of this announcement); and
· 60 per cent. to the par value per Preference Share of £1.00.
The Company will today post to its Shareholders a circular in connection with the Cancellation containing a notice convening a General Meeting at which a resolution to approve the Cancellation will be put to Shareholders and a notice convening a Class Meeting at which consent to the Cancellation will be sought from Preference Shareholders (the "Circular").
The Cancellation and Repayment are conditional on:
· the passing of the General Meeting Resolution to be proposed at the General Meeting;
· the passing of the Class Meeting Resolution to be proposed at the Class Meeting;
· the Cancellation being approved by the Court; and
· the Court Order being registered by the Registrar of Companies.
The Board has been advised that LondonMetric will vote in favour of the General Meeting Resolution in respect of its holding of all of the Ordinary Shares, which represents approximately 98.9 per cent. of the entire issued share capital of the Company.
The Company has received irrevocable undertakings to vote in favour of the Class Meeting Resolution to be proposed at the Class Meeting, in respect of a total of 117,500 Preference Shares, representing approximately 17.4 per cent. of the issued Preference Shares of the Company. The Company has also received confirmation from those holding on behalf of clients an aggregate of 280,003 Preference Shares, representing approximately 41.5 per cent. of the issued Preference Shares of the Company, that they will recommend to their clients to vote in favour of the Class Meeting Resolution to be proposed at the Class Meeting.
It is anticipated that the initial directions hearing in relation to the Cancellation will take place on 13 September 2019, with the Court hearing taking place on 24 September 2019 and the Cancellation becoming effective on that day, following the necessary registration of the Court Order at Companies House.
Cancellation of the Preference Shares is expected to become effective on 24 September 2019. By no later than 8 a.m. on 25 September 2019, the Preference Shares will cease to be listed on the standard listing segment of the Official List.
Cheques and CREST payments pursuant to the Repayment are expected to be posted and made by 8 October 2019. All remittances will be sent to holders of Preference Shares (or in accordance with their directions) at their own risk.