TIDMCIN
RNS Number : 7227N
City Of London Group PLC
11 August 2017
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE
IN THE PUBLIC DOMAIN.
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CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN CITY OF LONDON GROUP PLC OR ANY
OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE
FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON
IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF CITY OF
LONDON GROUP PLC.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
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11 August 2017
CITY OF LONDON GROUP PLC
("COLG" or "the Company")
Proposed Reverse Takeover of Milton Homes, Subscriptions and
Open Offer
The board of COLG (AIM:CIN), is pleased to announce today that
it has conditionally agreed the acquisition of Milton Homes and a
proposed GBP11 million equity fundraising.
Summary
-- The Company proposes to acquire the entire issued share
capital of Milton Homes, a provider of equity release products for
residential property, for consideration of GBP20.2 million,
approximately equal to net tangible assets, from DV4, a fund
advised by specialist real estate investment advisory company
Delancey. The consideration for the Acquisition will comprise
GBP13.2 million in New Ordinary Shares in COLG and GBP7 million in
cash.
-- The Company proposes to raise GBP11 million through an equity
fundraising comprising GBP7 million through non-pre-emptive
Subscriptions and GBP4 million through a fully underwritten Open
Offer both at a price of 90p per share (equivalent of 4.5p before
the proposed 20 for 1 consolidation detailed below).
-- MBIL has agreed to subscribe for GBP5.8 million in New
Ordinary Shares and to underwrite the Open Offer in full, in
respect of any entitlements not taken up.
-- In addition, unconnected investors have agreed to subscribe
for GBP1.2 million in New Ordinary Shares and Peel Hunt may also
subscribe, in lieu of part of MBIL's subscription, to ensure that a
free float of 10% is achieved following completion of the
Acquisition.
-- Following completion of the Acquisition, the Subscriptions
and the Open Offer, DV4 and MBIL (and its concert parties) will
hold 51% and up to 39% respectively of the enlarged issued ordinary
share capital of COLG (assuming no take-up by other shareholders in
the Open Offer).
-- The Company proposes to change its status from an investing
company (for the purposes of the AIM Rules) to a trading
company.
-- The Company proposes to amend its articles of association and
to reorganise its share capital, to allow the Subscriptions and
Open Offer to proceed and to consolidate its ordinary shares on a
20-for-1 basis.
The Acquisition will constitute a reverse takeover under Rule 14
of the AIM Rules. Accordingly the Acquisition is conditional, among
other things, upon the approval of the Company's shareholders in a
general meeting. In accordance with the AIM Rules, the ordinary
shares in the Company will be suspended from trading with effect
from 7.30am today by the London Stock Exchange until an admission
document has been published in connection with the proposals
referred to above.
The Acquisition, Subscriptions and Open Offer are also
conditional on, inter alia, whitewash approvals being granted by
the Panel pursuant to Rule 9 of the Takeover Code (with respect to
the obligations to make mandatory general offers to the Company's
shareholders, which might otherwise be triggered by the prospective
controlling holdings of both DV4 and MBIL (with its concert
parties)) and such whitewash approvals being formally approved by
the Company's independent shareholders in general meeting, in
compliance with the Takeover Code. At the time of this
announcement, there can be no absolute certainty that such
approvals will be forthcoming.
Commenting on the transaction, Paul Milner, Chairman of COLG,
said:
"The Board believes that the acquisition of Milton Homes
presents the Company and its shareholders with an attractive
opportunity to acquire a business in the equity release sector.
Building on the potential that exists within CAML, Milton Homes
will enable the Group to develop a broad based financing business
and moreover the additional balance sheet strength will give access
to a wider range of funding lines. We have in place a strong and
experienced Board and senior management team ideally placed to
drive investor value".
Commenting on the transaction, Colin Wagman, deputy chairman of
Delancey and Chairman of Milton Homes, said:
"This acquisition is very positive for all of the parties.
Milton Homes now has the opportunity to advance its business
prospects with access to a wider pool of capital and to provide it
with more profile to enable it to expand its equity release
products. Following the transaction, the existing shareholders will
retain a substantial involvement in the future of the business. We
are delighted that DV4 will continue as the majority
shareholder."
Defined terms are set out at the end of this announcement.
Enquiries
City of London Group
plc +44 (0)20 7601
Paul Milner 6108
---------------------------- -----------------
Peel Hunt LLP (nominated
adviser and broker)
James Britton, Rishi +44 (0)20 7418
Shah 8900
---------------------------- -----------------
The PR Office (PR adviser)
Marc Cohen, Jonathon
Garfield +44 20 7284 6969
---------------------------- -----------------
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the
Financial Conduct Authority in the United Kingdom. Peel Hunt is
acting solely as nominated adviser, under the AIM Rules, for the
Company and no one else in connection with the contents of this
announcement and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the
contents of this announcement nor will it be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the contents of
this announcement. Apart from the responsibilities and liabilities,
if any, which may be imposed on Peel Hunt by the Financial Services
and Markets Act 2000, or the regulatory regime established
thereunder, Peel Hunt accepts no responsibility whatsoever, and
makes no representation or warranty, express or implied, for the
contents of this announcement including its accuracy, completeness
or verification or for any other statement made or purported to be
made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this announcement,
whether as to the past or the future. Peel Hunt accordingly
disclaims all and any liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of the contents of this
announcement or any such statement.
In connection with the proposals referred to in this
announcement, Peel Hunt and its respective affiliates, may act as
investors for their own accounts, may subscribe for or purchase
ordinary shares in the Company and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own
accounts in such ordinary shares and other securities of the
Company or related investments in connection with such proposals or
otherwise. Accordingly, references to the ordinary shares being
offered, subscribed, acquired or otherwise dealt in should be read
as including any offer to, or subscription, acquisition, or dealing
by Peel Hunt and any of its respective affiliates acting as
investors for their own accounts. In addition, Peel Hunt or its
respective affiliates may enter into financing arrangements and
swaps in connection with which it or its affiliates may from time
to time acquire, hold or dispose of ordinary shares. Peel Hunt has
no intention to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Notes to Editors:
City of London Group plc is admitted to trading on AIM (TIDM:
CIN) and is currently an investing company focused on providing
finance to the SME sector, including professional services firms.
It does this through investments in companies providing lease
finance and loan finance.
www.cityoflondongroup.com
Details of the transaction
COLG has entered into a conditional share purchase agreement
with DV4, a fund advised by specialist real estate investment
advisory company Delancey, to conditionally acquire the entire
issued share capital of Milton Homes, an equity release provider.
The total consideration of GBP20.2 million will be satisfied by a
cash amount of GBP7 million and GBP13.2 million by the issue of
c.14.7 million New Ordinary Shares (the "Consideration
Shares").
A total of GBP11 million is proposed to be raised by COLG
through an equity fundraising comprising Subscriptions for GBP7
million of New Ordinary Shares and an Open Offer for GBP4 million
of New Ordinary Shares, both at a price of 90 pence per New
Ordinary Share (the "issue price"). The proceeds of the
Subscriptions will be used as part of the consideration for the
Acquisition.
The Subscriptions are conditional, among other things, on the
Acquisition proceeding, but the Open Offer is not. MBIL has agreed
to subscribe for GBP5.8 million in the Subscriptions and to
underwrite the GBP4 million Open Offer.
In addition, as part of the Subscriptions, unconnected investors
have agreed to subscribe for GBP1.2 million in New Ordinary Shares
and Peel Hunt may also subscribe, in lieu of part of MBIL's
subscription, to ensure that a free float of 10% is achieved
following completion of the Acquisition.
In order for the Subscriptions and Open Offer to proceed, the
Company is proposing to amend its articles of association and to
undertake a share capital reorganisation involving the
sub-division, re-designation and consolidation of the Company's
ordinary share capital such that, following the re-organisation,
for every 20 Existing Ordinary Shares of the Company, a shareholder
will hold 1 New Ordinary Share.
Following the transaction, both MBIL (and parties acting in
concert with it) (the "MBIL Concert Party") and DV4 will separately
own over 30% of the outstanding ordinary shares in COLG.
Accordingly, subject to waivers in relation to Rule 9 of the
Takeover Code being conditionally granted by the Panel, resolutions
to approve such waivers (in respect of the proposed shareholdings
of the MBIL Concert Party and DV4) will be proposed to the
Company's independent shareholders in a general meeting in
accordance with the requirements of the Takeover Code.
Background to the transaction
The Board has been actively pursuing opportunities to increase
the Company's financial strength and provide a platform for future
development for some time. In doing so, it began discussions with
Milton Homes which have concluded with the agreement of the
proposals set out in this announcement.
In 2015, COLG moved its listing from the Official List to AIM
with a view to continuing to develop the businesses of its two
platforms, Credit Asset Management Limited (CAML) and Trade Finance
Partners Limited (TFPL). While the business of CAML continued
satisfactorily, the Board did consider other strategic options for
that business, including a sale. Following investigation of various
options, the Board concluded that it would retain CAML within the
Group but reduce its costs. As disclosed in the Company's 2017
annual report, CAML reported positive operating profit before
shareholder capital charges for the financial year ending 31 March
2017.
As previously announced, TFPL was put into administration in
March 2017 and the investment in that business has been written
down to zero. The Board was therefore keen to identify new
opportunities for the Company, so that it remained viable for it to
retain its AIM quotation and to provide benefits for COLG's
shareholders.
The Board was therefore enthused by the opportunity to acquire
Milton Homes, which gives the Group greater diversity and
attractive long term prospects. The Board believes that the
Acquisition presents the Company and its shareholders with an
attractive opportunity to benefit from a business with significant
potential to develop in the growing equity release sector.
Milton Homes
Milton Homes Limited is an equity release provider which has a
current UK residential property portfolio of 586 properties with a
market value of GBP77 million as at 30 June 2017.
The Milton Homes business was founded in 2004 and acquired its
first portfolio of UK residential properties in the same year. In
2007, Milton Homes acquired Retirement Plus, another home reversion
plan provider and administrator, which consolidated Milton Homes'
position in the equity release market. The Retirement Plus business
is based on a form of home reversion plan which has a different
structure from standard home reversion products, enabling it to be
competitive in the market. In 2009 Milton ceased to acquire homes
putting the business into run off.
The existing property portfolio is well-diversified across
different regions of the UK and property type. As at 30 June 2017,
83 per cent. of the portfolio was held in freehold interests. It
had a market value of GBP77 million, with a vacant possession value
of GBP106 million as at 30 June 2017.
The Board plans to start acquiring additional homes for equity
release. The restart plan is expected to take 12-18 months and will
require updating of business systems and the rebuilding of Milton
Homes' marketing and distribution network. The plan envisages
investment of approximately GBP15 million in the first year with a
total of GBP100 million over a five year period.
Change of status to trading company
The completion of the Acquisition will result in a change of
status of COLG from an investing company to a trading company under
the AIM Rules.
Incoming directors
The Board announces the appointment of Lorraine Young as an
independent non-executive director with immediate effect.
Lorraine set up her own company secretarial and corporate
governance advisory practice following a career in the City. She is
now a partner at Shakespeare Martineau LLP and a non-executive
director of PHSC plc, an AIM quoted company which provides health,
safety and security management services across a range of sectors.
She is a past President and a Fellow of ICSA, The Governance
Institute. In her previous roles at Brambles Industries plc and
Standard Chartered PLC, she was involved in acquisitions and
disposals, bid defence, directors' induction and continuing
professional development and promoting clear communication to
shareholders and employees. Lorraine graduated from Leeds
University with a BSc (Hons) degree in Chemical Sciences.
A full list of Lorraine Young's current directorships and past
directorships held within the last five years are listed at the end
of this announcement.
On completion of the Acquisition it is intended that the
following individuals will be appointed to the Board:
Colin Wagman (Non-executive Chairman)
Colin was admitted as a member of the Institute of Chartered
Accountants in England and Wales in 1970. He practiced as a
specialist in business structuring and tax planning and became a
senior partner of his central London practice in the 1980s. Since
1998 he has been Deputy Chairman and Chief Financial Officer of
Delancey which is the principal adviser to the Delancey property
funds which own several billion pounds of property investments and
development in the UK.
Michael Goldstein (Chief Executive Officer)
Michael was admitted as a member of the Institute of Chartered
Accountants in England and Wales in 1984. He practised as an audit
partner with particular emphasis on the Real Estate sector. He was
a Senior Audit partner in BDO LLP where he was responsible for the
management of the national audit business. Since leaving BDO in
2015, he has led the restructuring of a large family property
business where he is now Chief Executive.
Christopher Rumsey (Director)
Chris qualified as a chartered surveyor in 1984 having gained
experience in commercial and residential property with Milton
Keynes Development Corporation and afterwards as development
director of Burton Property Trust. In 1995 he joined the Dusco
Group, a regulated property investment business known for its
innovations, becoming its chief executive. In 2000 he led the
management-buy-out of Dusco, allowing him to concentrate on his
research into the potential for retirement-age individuals to gain
more from their property ownership. In turn this led to the
creation of Retirement Plus which he co-founded in 2004 and which
became part of Milton Homes in 2007.
Conditionality and timing
The proposed transaction constitutes a reverse takeover under
rule 14 of the AIM Rules. Accordingly the Acquisition is
conditional upon approval of the Company's shareholders in a
general meeting.
In addition, the Acquisition is conditional, inter alia, on
receiving regulatory approval from the Financial Conduct Authority
to the change in control of the Company and Milton Homes ("change
in control approvals").
The Company will seek approval from shareholders at a general
meeting for, or in connection with, inter alia, the following
matters, and the Acquisition, which is also conditional upon the
passing of these resolutions:
- the acquisition of Milton Homes, as constituting a reverse
takeover under Rule 14 of the AIM Rules
- the allotment and issue of New Ordinary Shares in connection
with the Open Offer and the Subscriptions and of the Consideration
Shares in part consideration for the Acquisition
- the proposed share capital reorganisation and amendments to
the articles of association of the Company
- the Company's proposed change of status from an investing
company (for the purposes of the AIM Rules) to a trading
company
- the waivers to be obtained from the Panel in relation to Rule
9 of the Takeover Code for the MBIL Concert Party and DV4, such
approval to be given by independent shareholders only.
In accordance with the AIM Rules, the ordinary shares in the
Company will be suspended from trading with effect from 7.30am
today by the London Stock Exchange until an admission document has
been published.
If shareholders grant the above approvals at a general meeting,
the proposed share capital reorganisation, amendments to the
articles of association and Open Offer will complete, or be
effected, shortly following the general meeting.
The Acquisition and Subscriptions are expected to complete
shortly following the change in control approvals being granted by
the Financial Conduct Authority, such completion to occur at the
same time as, and to be conditional on, the re-admission of the
enlarged issued ordinary share capital of the Company (i.e. the
Company's existing issued ordinary share capital together with the
share capital to be issued pursuant to the proposals above) to
trading on AIM ("Re-Admission").
The Acquisition and the Subscriptions will terminate (and
Re-Admission will not occur) if the Acquisition has not completed
on or before 31 December 2017.
Open Offer underwriting
MBIL has agreed to subscribe for up to GBP4 million of New
Ordinary Shares at 90 pence per share pursuant to the Open Offer,
if not all of the shares on offer are taken up by existing
shareholders. The funds payable upon subscription for the New
Ordinary Shares are guaranteed by Harvey Bard. Immediately
following the completion of the Open Offer (and before the issue of
any shares pursuant to the Subscriptions or the Acquisition), the
MBIL Concert Party will hold up to 77 per cent. of the issued
ordinary share capital of the Company (assuming no take-up by other
shareholders in the Open Offer).
MBIL is not being paid an underwriting fee for its underwriting
commitment.
The underwriting agreement entered into by MBIL described above
is subject to a long stop date of 14 November 2017, at which time
the obligations of MBIL and Harvey Bard will terminate if the Open
Offer has not completed.
Irrevocable undertakings
Harvey Bard has given an irrevocable undertaking to the Company
and DV4 to vote in favour of the resolutions to be put to
shareholders at the general meeting (excluding the Rule 9 Waiver
Resolutions) and to procure that certain shareholders with whom he
is deemed to be acting in concert vote (or will procure that their
nominees vote) in favour of those resolutions in respect of their
entire beneficial holding in the Existing Ordinary Shares, totaling
8,268,704 Existing Ordinary Shares, representing approximately 22
per cent. of the Existing Ordinary Shares. This undertaking expires
on the earlier of the conclusion of the general meeting and 31
October 2017 and does not provide for any other termination
rights.
Certain other shareholders have also given irrevocable
undertakings to the Company, on substantially the same terms as
Harvey Bard, in respect of 9,605,221 Existing Ordinary Shares,
representing 26 per cent. of the existing ordinary share
capital.
In addition, Paul Milner in his capacity as beneficial owner of
95,188 Existing Ordinary Shares, has undertaken to procure that his
shares are voted in favour of the resolutions (excluding the Rule 9
Waiver Resolutions) to be put to shareholders at the general
meeting.
Relationship agreements
MBIL and Harvey Bard (in respect of themselves and certain other
members of the MBIL Concert Party) have entered into a relationship
agreement which is conditional upon completion of the Acquisition
and admission to trading on AIM of the New Ordinary Shares issued
pursuant to the Subscriptions. Under the terms of this agreement,
MBIL and Harvey Bard have undertaken to the Company, subject to
certain exceptions, that, for so long as they (and certain other
members of the MBIL Concert Party) are entitled to (a) exercise 25
per cent. or more of the total voting rights in the Company's
shares capable of being voted at general meetings of the Company or
(b) control the appointment of a majority of directors to the board
of the Company, they shall conduct all business with the Company on
arm's length terms and on a normal commercial basis and shall not
take any action which precludes or inhibits the Company from
carrying on its business independently from them. Under this
relationship agreement, for so long as MBIL, Harvey Bard and
certain other members of the MBIL Concert Party are interested in
25 per cent. or more of the voting rights exercisable at general
meetings of the Company, MBIL, subject to certain exceptions, will
be entitled to nominate a suitable director to the Company's
Board.
DV4 has entered into a relationship agreement with the Company
on substantially the same terms as MBIL and Harvey Bard, save that,
for so long as DV4 (and its concert parties) are interested in more
than 45 per cent. of the voting rights exercisable at general
meetings of the Company, the Company shall, at the request of the
director nominated by DV4, convene a general meeting at which
certain reserved matters shall be proposed for consideration and,
if thought fit, approved by shareholders.
Subscription agreements
MBIL and Harvey Bard have entered into a subscription agreement
with the Company, which is conditional on, inter alia, the
completion of the Acquisition and Re-Admission pursuant to which,
MBIL has committed to subscribe for c.6.4 million New Ordinary
Shares in the Company for GBP5.8 million. The funds payable are
guaranteed by Harvey Bard. Immediately following Re-Admission and,
therefore, the admission to trading on AIM of the New Ordinary
Shares issued pursuant to the subscription agreements, MBIL will
hold up to 39 per cent. of the enlarged issued ordinary share
capital of the Company (assuming no take-up by other shareholders
in the Open Offer).
Certain other investors have entered into subscription
agreements with the Company on substantially the same terms as MBIL
and Harvey Bard, save for the inclusion of a guarantee. In
aggregate, these new investors have agreed to subscribe for c.1.3
million New Ordinary Shares for GBP1.2 million.
Lock-in agreements
MBIL and Harvey Bard have, pursuant to a lock-in agreement,
undertaken to the Company that they will not (or, in the case of
Harvey Bard, procure that certain other members of the MBIL Concert
Party do not) dispose of any ordinary shares in the Company in
which the MBIL Concert Party are currently interested or in which
they come to be interested as a result of the Open Offer and the
Subscriptions in the Company for a period of 12 months following
completion of the Acquisition and Re-Admission, subject to certain
typical exceptions, and that, for a further period of 6 months
thereafter, they shall only dispose of such shares on an orderly
market basis through the Company's then broker, unless the
Company's broker is unable to arrange for such disposal within 10
business days of the relevant shareholder's request. This agreement
will terminate if Re-Admission does not occur on or before 31
December 2017.
DV4 has also entered into a lock-in agreement with the Company
on substantially the same terms as MBIL and Harvey Bard in respect
of the Consideration Shares to be allotted and issued to it in
connection with the Acquisition together with any ordinary shares
in the Company in which DV4 comes to be interested as a result of
such issue.
Paul Milner has entered into a lock-in agreement with the
Company in substantially the same terms as MBIL and Harvey Bard in
respect of his beneficial interest in 95,188 Existing Ordinary
Shares together with any ordinary shares in the Company in which he
comes to be interested as a result of his interest.
Related party transactions
The Company has entered into the following related party
transactions pursuant to Rule 13 of the AIM Rules (each in
connection with the proposals described above):
- an underwriting agreement with MBIL and Harvey Bard;
- irrevocable undertakings from Harvey Bard and Paul Milner;
- a relationship agreement with MBIL and Harvey Bard;
- a subscription agreement with MBIL and Harvey Bard; and
- lock-in agreements with MBIL, Harvey Bard and Paul Milner.
Andrew Crossley and Lorraine Young, independent directors of
COLG, are of the opinion, having been so advised by Peel Hunt, that
the related party transactions set out in this announcement are
fair and reasonable insofar as the Company's shareholders are
concerned.
Disclosures required in accordance with AIM Rule 17 and Schedule
Two paragraph (g) of the AIM Rules for Companies
A full list of Lorraine Young's current directorships and
partnerships and past directorships and partnerships held within
the last five years are listed below.
Current:
PHSC plc
Lorraine Young Company Secretaries Limited
Lorraine Young Limited
Shakespeare Martineau LLP
Held within the last five years:
Lorraine Young Directors Limited
Again Productions Limited
Lorraine Young does not currently hold any shares in the capital
of the Company.
Full name: Lorraine Elizabeth Young
Previous names: Sams (maiden name)
Age: 54
Save as disclosed above, there are no further disclosures
required to be made in respect of the appointment under Schedule
2(g) or Rule 17 of the AIM Rules for Companies.
Definitions
"Acquisition" the proposed acquisition of entire
issued share capital of Milton Homes
by the Company
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange plc
"Board" the board of directors of the Company
"CAML" Credit Asset Management Limited,
a wholly owned subsidiary of the
Company
"Delancey" Delancey Real Estate Asset Management
Limited
"DV4" DV4 Limited, a real estate investment
fund
"Existing the ordinary shares of 10 pence
Ordinary Shares" each in the capital of the Company
in issue at the date of this announcement
"Group" the Company and its subsidiaries
"MBIL" Max Barney Investments Limited
"Milton Homes" Milton Homes Limited
"New Ordinary the new ordinary shares of 2 pence
Shares" each in the capital of the Company
which will be in issue immediately
following the share capital reorganisation
of the Company, as referred to in
this announcement, becoming effective
"Open Offer" the proposed underwritten open offer
of New Ordinary Shares at 90 pence
each to existing shareholders to
raise GBP4 million
"Panel" the Panel on Takeovers and Mergers
"Rule 9 Waiver the shareholder resolutions to be
Resolutions" proposed at a general meeting for
independent shareholders to approve
the whitewash approvals requested
from the Panel pursuant to Rule
9 of the Takeover Code with respect
to the obligations to make mandatory
general offers to the Company's
shareholders by DV4 and the MBIL
Concert Party
"Subscriptions" the proposed non-pre-emptive subscriptions
for New Ordinary Shares at 90 pence
each by MBIL for GBP5.8 million
and by certain unconnected new investors
for GBP1.2 million
"Takeover the City Code on Takeovers and Mergers
Code"
Forward-Looking Statements
Statements contained herein may constitute "forward-looking
statements". Forward-looking statements are generally identifiable
by the use of the words "may", "will", "should", "plan", "expect",
"anticipate", "estimate", "believe", "intend", "project", "goal" or
"target" or the negative of these words or other variations on
these words or comparable terminology.
Forward-looking statements involve a number of known and unknown
risks, uncertainties and other factors that could cause COLG's or
its industry's actual results, levels of activity, performance or
achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or
implied by such forward-looking statements. COLG does not undertake
publicly to update or revise any forward-looking statement that may
be made herein, whether as a result of new information, future
events or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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