TIDMQIL
RNS Number : 0666V
Qannas Investments Limited
29 November 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Qannas Investments Limited
("Qannas", or the "Company")
Update on transaction
and
Proposed cancellation of admission to trading on AIM
Qannas announced on 3 September 2019 that it had conditionally
agreed to acquire a substantial portfolio of investment assets and
associated liabilities (the "Portfolio") from a consortium of third
party vendors (the "Transaction" and the "Announcement"). The
Announcement set out that the Transaction would, if it were to
complete, comprise a reverse takeover pursuant to Rule 14 of the
AIM Rules for Companies (the "AIM Rules") due to the size of the
Transaction relative to the Company and accordingly, the Company's
ordinary shares were suspended from trading on AIM pending
publication of an AIM admission document (the "Suspension").
Qannas, its investment manager and advisers have worked
diligently to advance the necessary workstreams to complete the
Transaction. This has included inter alia detailed due diligence of
and independent valuations of the Portfolio, transaction
structuring, finalising documentation with regard to the
Transaction with the vendors, advanced negotiations with the banks
and financing counterparties associated with the Portfolio and
arranging certain appointments to strengthen the board of
Qannas.
The directors of the Company (the "Board") remain persuaded by
the commercial and strategic merits of the Transaction, and that it
represents a compelling opportunity to significantly enhance and
broaden the existing investment portfolio of Qannas with the aim of
achieving greater scale and enhanced diversification. The
Independent Directors, having been so advised by the Company's
investment manager, are concerned that the benefits of the
Transaction will diminish as the process of completing the
Transaction extends and consider that a protracted execution phase
will increase the risk of the Transaction lapsing. Following
discussions with the vendors of the Portfolio, it has recently
become apparent that there is a material risk that the Transaction
will lapse before an AIM admission document can be finalised.
It is in this context that the Board have resolved to seek the
cancellation, as soon as possible, of the admission of its ordinary
shares to trading on AIM (the "Cancellation"). The Board considers
that the Transaction can be more expeditiously completed with
greater certainty without the parallel complexities of the
documentation and regulatory requirements of seeking a re-admission
to trading on AIM. Following completion of the Transaction, and
implementation of certain restructuring measures that the Company's
investment manager believes will derive value for the Company from
the Portfolio, the Company intends to seek a new admission to AIM
or to another regulated, liquid, market or multi-lateral trading
facility. Investors should keep in mind that any such admission
would be subject to a range of risks beyond the control of the
Company, including market conditions at the time of any such
admission, funding requirements and availability of funding,
investor appetite and the satisfaction of applicable legal and
regulatory requirements in connection with the same. Accordingly,
there can be no guarantee that the Company will be admitted to any
regulated, liquid, market or multi-lateral trading facility in the
future
The Company intends to publish a circular providing further
details on the Cancellation and convening an extraordinary general
meeting (the "EGM") of its shareholders to approve the Cancellation
to take place in December 2019. The Cancellation will be
conditional upon consent of not less than 75% of votes cast by
Qannas' shareholders at the EGM. The Board notes that Abu Dhabi
Financial Group ("ADFG"), the Company's majority shareholder, has
an interest in 75.87% of the Company's issued share capital and
ADFG has indicated its intention to vote in favour of the
Cancellation. Subject to shareholder approval, it is expected that
the Cancellation will take effect during December 2019.
The Company's shares are currently suspended from trading on AIM
and will remain suspended prior to the proposed Cancellation.
In the event that Shareholders approve the Cancellation,
Shareholders will not be able to buy or sell Shares on AIM prior to
the Cancellation becoming effective.
The Board is aware that the proposed Cancellation, should it be
approved by shareholders at the EGM, would make it more difficult
to buy and sell Qannas' ordinary shares following the Cancellation.
The Board intends to put in place an internal process that will
allow shareholders or persons wishing to acquire or sell Qannas
shares to provide an indication to the Company's administrator,
Estera, that they are prepared to buy or sell at an agreed price.
The Company will have no obligation to arrange transactions between
parties that are willing to buy and sell Shares.
The expected timetable for Cancellation is as follows:
Announcement of the Transaction 3 September 2019
Announcement of proposed Cancellation 29 November 2019
and notice provided to the London Stock
Exchange
Publication and posting of this document 3 December 2019
and Forms of Proxy
Latest time and date for receipt of completed 9:00 a.m. on 16 December
Forms of Proxy for the Extraordinary 2019
General Meeting
Time and date of the Extraordinary General 9:00 a.m. on 18 December
Meeting 2019
Expected time and date of Cancellation 7.00 a.m. on or around
31 December 2019
The Company will keep shareholders updated with regard to these
matters and further announcements will be made as and when
appropriate.
For further information, please contact:
Qannas Investments Limited Tel: 01534 844 806
Nadia Trehiou
ADCM Ltd. (Investment Manager) Tel: +971 2 639 0099
Mustafa Kheriba
finnCap Ltd Tel: 020 7220 0500
Henrik Persson/James Thompson (Corporate Finance)
Important notice
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer or
invitation to purchase, subscribe for or otherwise acquire or
dispose of, or any solicitation to purchase or subscribe for or
otherwise acquire or dispose of, any securities in any
jurisdiction. The information in this announcement does not purport
to be full or complete and is subject to change without notice.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in, into
or from any jurisdiction where to do so would constitute a
violation of the relevant securities laws of such jurisdiction. The
securities referred to in this announcement have not and will not
be registered under the US Securities Act of 1933, as amended, or
under the securities laws of any state or other jurisdiction in the
United States. No action has been taken that would permit an
offering of securities or possession or distribution of this
announcement or any offering or publicity material relating to
securities referred to in this announcement in any jurisdiction
where action for that purpose is required.
This announcement contains "forward-looking statements", which
are statements that include words such as "targets", "plans",
"believes", "expects", "aims", "intends", "anticipates",
"estimates", "will", "may", "would", "could" or "should", or words
or terms of similar effect. Forward-looking statements involve
risks and uncertainties because they relate to future events and
circumstances which are or may be beyond the control of the
Company, and actual results or outcomes could differ materially
from those expected. Any forward-looking statements in this
announcement speak only as of the date of this announcement and,
except as required by law or regulation, the Company expressly
disclaims any obligation or undertaking to update any
forward-looking statements. Any indication in this announcement of
the price at which ordinary shares of the Company have been bought
or sold in the past cannot be relied upon as a guide to future
performance.
finnCap Ltd ("finnCap"), which is authorised and regulated in
the United Kingdom by the FCA, is acting as nominated adviser and
broker to the Company and no one else in connection with the
Transaction, and will not regard any other person as its client or
be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Transaction or in relation to the contents of this
announcements or any transaction, arrangement or matter referred to
herein.
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
MSCDMMZMNRMGLZM
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