Alpha Pyrenees Trust Limited Intention to Delist (3142S)
23 June 2018 - 2:34AM
UK Regulatory
TIDMALPH
RNS Number : 3142S
Alpha Pyrenees Trust Limited
22 June 2018
22 June 2018
LEI: 213800NEM44T9QHNQV27
Alpha Pyrenees Trust Limited (the "Trust" or the "Company")
Delisting of Ordinary Shares
Alpha Pyrenees Trust Limited announces today that it has applied
for a cancellation of the listing of its ordinary shares on the
standard segment of the Official List and of trading on the London
Stock Exchange's ('LSE') Main Market ("Delisting").
We hereby give notice in accordance with chapter 5 of the
Listing Rules and the Admission and Disclosure Standards of the LSE
that the Delisting is intended to take effect on 25 July 2018.
BACKGROUND TO AND REASONS FOR DELISTING
Following the sale of the St. Cyr property in France on 20 June
2018, the Trust has completed its orderly realisation process
supported by its lender, Barclays Bank PLC: the net proceeds from
this final sale will be used to reduce the Trust's bank borrowings
and the Trust will then proceed with a full winding up of its
group.
As the Board has previously anticipated, the completion of the
sales process has not resulted in any return to ordinary
shareholders, following the repayment of the Trust's bank
borrowings. Furthermore, there has been very limited trading in the
Trust's shares and very low levels of liquidity for some time.
Accordingly, given the lack of liquidity and the fact that the
realisation process has been completed and the intended winding up
of the Trust will shortly commence, the board of the Trust has
determined that the cost and administrative burden of maintaining
the Trust's listing is no longer justified since there is no
realistic prospect of any further returns being made to
shareholders.
EFFECTS OF DELISTING ON SHAREHOLDERS AND CORPORATE
GOVERNANCE
The principal effect of the delisting is that shareholders will
no longer be able to buy and sell ordinary shares on the main
market or any other public stock market and the Company will no
longer be required to comply with the continuing obligations set
out in the Listing Rules and the Disclosure and Transparency Rules
or the Market Abuse Regulation. In particular, the Company will not
be bound to announce to the market inside information or material
events, changes in share capital, administrative changes or
material transactions, to announce interim or final results, or to
publish annual or interim reports as required under those rules
(although it will be required to file reports with the Guernsey
Registry within 12 months of the financial year end). Persons
discharging managerial responsibilities will not be required to
notify the Trust of transactions carried out by them in the
ordinary shares, nor will they be required to refrain from dealing
in the shares during certain periods as required under the Market
Abuse Regulation. Furthermore, the Company will no longer be
required to comply with corporate governance requirements
applicable to publicly listed companies, and the Company will no
longer be subject to the provisions of the Disclosure and
Transparency Rules relating to the disclosure of changes in
significant shareholdings in the Company. The Company will continue
to comply with applicable laws and regulations, including the
principles and guidance set out in the Finance Sector Code of
Corporate Governance issued by the Guernsey Financial Services
Commission and the provisions of the Company's Articles of
Association.
The City Code on Takeovers & Mergers ("Takeover Code") will
continue to apply to the Company and its shareholders following the
Delisting.
It is the Company's intention to retain the existing Board
structure, which comprises two Directors, until the commencement of
the Company's liquidation.
Any future communication regarding the Company's affairs will be
published in the Company's website under the Investor Relations'
section and in any other form that may be required by Guernsey
law.
TRADING OF ORDINARY SHARES BEFORE AND AFTER DELISTING
During the time period following this announcement until the
Delisting takes effect, Shareholders are entitled to sell Ordinary
Shares in the market before the Delisting takes place. However,
there may not be sufficient liquidity in the market to facilitate
this. The Ordinary Shares will remain freely transferable after
Delisting in accordance with the Articles of Association and
Guernsey law, although there will be no listing or quoting of the
Ordinary Shares on any regulated market. Accordingly, the Ordinary
Shares may not be readily capable of sale, and the price at which
any such sale occurs may not reflect the value of an interest in
the Company.
The Ordinary Shares will continue to be settled through CREST,
or shareholders can require they be converted into certificated
form.
TAXATION
All Shareholders are advised to consult their professional
advisers about their own tax position, as the Delisting may have
taxation consequences for Shareholders.
For further information:
Serena Tremlett, Chairman, Alpha Pyrenees Trust Limited 01481 231100
Paul Cable, Fund Manager, Alpha Real Capital LLP 020 7391 4700
For more information on the Company, please visit
www.alphapyreneestrust.com.
FORWARD-LOOKING STATEMENTS
This trading update contains forward-looking statements which
are inherently subject to risks and uncertainties because they
relate to events and depend upon circumstances that will occur in
the future. There are a number of factors that could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements. Forward-looking statements are
based on the Board's current view and information known to them at
the date of this update. The Board does not make any undertaking to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Nothing in
this trading update should be construed as a profit forecast.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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