Adams PLC Proposed Change of Investing Policy (4487N)
09 August 2017 - 4:00PM
UK Regulatory
TIDMADA
RNS Number : 4487N
Adams PLC
09 August 2017
Adams plc
("Adams" or the "Company")
Proposed Change of Investing Policy
Notice of Extraordinary General Meeting
The Company announces the posting of a circular to Shareholders
today setting out proposals to change the Company's Investing
Policy, which is subject to the approval of Shareholders at a
general meeting. The circular contains a notice of the
Extraordinary General Meeting at to be held at IOMA House, Hope
Street, Douglas, Isle of Man, IM1 1AP, on 8 September 2017 at 11.20
a.m. (or as soon thereafter as the Annual General Meeting of the
Company also being held on that date, concludes or is
adjourned).
Proposal to revise the existing Investing Policy
Under the existing Investing Policy adopted by the Company at an
EGM on 8 March 2013, the focus of the Board is to seek to acquire
an interest or interests in undervalued or pre-commercialisation
projects and assets in the biotechnology sector, whilst also
considering opportunities in the wider technology sector as well as
opportunities that may arise in other sectors. The principal
geographic focus is on opportunities in the UK or Europe but the
Board will also consider possible opportunities anywhere in the
world.
The Board now believes that the Company and its Shareholders
would benefit from the adoption of a revised Investing Policy which
provides the Directors with a broader, more flexible approach to
creating shareholder value.
Proposed revised Investing Policy
The proposed revised Investing Policy is:
The Board will seek to acquire a direct and/or indirect
interests in special situation investment opportunities that have
an element of distress, dislocation, dysfunction or other special
situation attributes and that they perceive to be undervalued. The
principal focus will be in the small to middle-market
capitalisation sectors in the UK or Europe but the Directors will
also consider possible special situation opportunities anywhere in
the world if they believe there is an opportunity to generate added
value for Shareholders.
The Directors intend to identify investment opportunities
offering the potential to deliver a favourable return to
Shareholders over the medium to long term, primarily in the form of
a capital gain. A particular consideration will be to identify
businesses which, in the opinion of the Directors, are under-valued
due to any of a number of special situations that adversely impact
the business's short-term prospects and/or underlying value but
which business interests the Directors believe have a solid
fundamental core or sound development potential to present
opportunities for value creation.
The Company's interest in a potential investment may range from
a minority position to 100 per cent. ownership and the interest may
be either quoted or unquoted. Investments may be made in shares, or
by the acquisition of assets (including intellectual property) of a
relevant business, or by entering into partnerships, joint
ventures, equity derivatives, contracts for differences or other
equity or debt related securities that the Board deem
appropriate.
There will be no limit on the number of projects into which the
Company may invest, and the Company's financial resources may be
invested in a number of propositions or in just one investment,
which may be deemed to be a reverse takeover pursuant to Rule 14 of
the AIM Rules.
While the Directors intend to take into account the level of
existing funds available for investment when assessing the amount
of any investment, it is not proposed that there be any maximum
investment limit.
The Company may be both an active and a passive investor
depending on the nature of the individual investments.
Although the Company intends to be a medium to long term
investor, there will be no minimum or maximum limit on the length
of time that any investment may be held and short-term investments
may be made.
The Company will not have a separate investment manager.
The Company may require additional funding as investments are
made and new opportunities arise. The Directors may offer new
Ordinary Shares by way of consideration, as well as cash, thereby
helping to preserve the Company's cash resources. The Company may,
in appropriate circumstances, issue debt securities or otherwise
borrow money to complete an investment.
Given the nature of the Company's Investing Policy, the Company
does not intend to make regular periodic disclosures or
calculations of net asset value other than at the time of
publication of its half year and annual results.
The Board's principal focus will be on achieving capital growth
for Shareholders.
Enquiries:
Adams plc
Mike Bretherton Tel: +44 1534 719761
Nomad - Cairn Financial Advisers
LLP
Sandy Jamieson, James Caithie Tel: +44 207 213
0880
Broker - Peterhouse Corporate
Finance Limited
Heena Karani Tel: +44 207 469
3393
This information is provided by RNS
The company news service from the London Stock Exchange
END
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