TIDMRAV
RNS Number : 6628K
Raven Property Group Limited
06 May 2022
6 May 2022
Raven Property Group Limited ("Raven" or the "Company")
Publication of Circulars in connection with the Proposed
De-Listing of Ordinary Shares and Preference Shares
On 17 March 2022, the Board announced the proposed divestment of
its Russian business to Prestino Investments Ltd, a Cypriot
company, to be owned and controlled by its Russian management team,
led by Igor Bogorodov together with the proposed cancellation of
the London listing of the Company's Ordinary Shares and Preference
Shares (the "De-Listings") (together, the "Transaction"). Raven's
ability to exercise the put option is conditional, inter alia, on
the Company's cancellation of the London listing of its Ordinary
Shares and the subsequent completion of the disposal is subject to
a number of conditions (including relevant regulatory conditions)
which can be waived at the Company's discretion.
With regard to the De-Listings, the Company announces that it
has today posted circulars including notices convening the General
Meeting to Ordinary Shareholders and a separate class meeting of
Preference Shareholders in respect of the De-Listings and details
of the Transaction.
A copy of each of the circulars has been submitted to the
National Storage Mechanism and will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The
circulars will also shortly be available on the Company's website
at www.theravenpropertygroup.com.
A copy of the Chairman's Letter, contained within the General
Meeting Circular, has been included at the foot of this
announcement.
Audiocast
The Company also announces that the Board will be conducting an
audiocast for Raven shareholders on 19 May 2022 at 11.00 a.m.
regarding the Transaction. Should you wish to listen, please
register and submit your questions by emailing Benn Garnham,
Company Secretary, bgarnham@theravenpropertygroup.com . Those who
have registered for the audiocast may submit questions to the Board
via the same email address by no later than 14 May 2022.
No new material information will be disclosed during the
audiocast.
The person responsible for arranging for the release of this
announcement on behalf of the Company is Benn Garnham, Company
Secretary.
Enquiries
Raven Property Group Limited Tel: + 44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications (public relations Tel: +44 (0) 203 151 7008
adviser)
Tim Robertson
Fergus Young
Singer Capital Markets (UK broker) Tel: +44 (0) 207 496 3000
Investment Banking - James Maxwell
/ Alex Bond
Markets - Alan Geeves / James Waterlow
Java Capital (South African Sponsor) Tel: +27 (11) 722 3050
Jean Tyndale-Biscoe / Andrew Brooking
Renaissance Capital (Russian broker) Tel: + 7 495 258 7770
David Pipia
Ravenscroft Consultancy & Listing Tel: + 44 (0) 1481 732746
Services Limited (TISE sponsor)
Semelia Hamon
About Raven Property Group
Raven Property Group Limited was founded in 2005 to invest in
class A warehouse complexes in Russia and lease to Russian and
International tenants. Its Ordinary Shares and Preference Shares
are listed on the Main Market of the London Stock Exchange and
admitted to the Official List of the UK Listing Authority and the
Official List of The International Stock Exchange ("TISE"). Its
Ordinary Shares also have a secondary listing on the main board of
the Johannesburg Stock Exchange and the Moscow Stock Exchange. The
Group operates out of offices in Guernsey, Moscow and Cyprus and
has an investment portfolio of circa 1.9 million square metres of
Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don,
Novosibirsk and Nizhny Novgorod and 49,000 square metres of
commercial office space in St Petersburg. For further information
visit the Company's website: www.theravenpropertygroup.com
LETTER FROM THE CHAIRMAN
Raven Property Group Limited
(a company incorporated in Guernsey under the Companies
(Guernsey) Law, 2008, as amended, with registered no. 43371)
Directors: Registered and Head Office:
Sir Richard Wilson Jewson, Non-Executive Chairman P.O. Box
522
Anton John Godfrey Bilton, Executive Deputy Chairman Second
Floor
Glyn Vincent Hirsch, Chief Executive Officer La Vieille Cour
Mark Sinclair, Chief Financial Officer La Plaiderie
Colin Andrew Smith, Chief Operating Officer St. Peter Port
Michael James Hough, Non-Executive Director Guernsey
David Christopher Moore, Non-Executive Director GY1 6EH
Russell Colin Field, Non-Executive Director Channel Islands
Philip Humphrey Martin Swire, Non-Executive Director
Lysa Hardy, Non-Executive Director
6 May 2022
Dear Shareholders
PROPOSED CANCELLATION OF ORDINARY SHARES FROM THE OFFICIAL LIST
PROPOSED AMMENTS TO THE ARTICLES
1. Introduction
On 17 March 2022, the Company announced that it proposes to
cancel the admission of the Company's Ordinary Shares from listing
on the Financial Conduct Authority's Official List and from trading
on the London Stock Exchange's Main Market for listed securities.
It is anticipated that the effective date of the Ordinary Share
De-Listing will be 28 June 2022. In the interim, with effect from
7.30 a.m. on 17 March 2022, the admissions to listing of the
Company's Shares on the Financial Conduct Authority's Official List
and to trading on the London Stock Exchange's Main Market for
listed securities were suspended. The listings of the Company's
Shares on TISE, the JSE and MOEX were also suspended.
Under the Listing Rules, the Ordinary Share De-Listing requires
the Company to obtain, at a general meeting, approval from a
majority of not less than 75 per cent. of the votes attaching to
the Ordinary Shares voted on the resolution.
In addition, the Company proposes, conditional upon the Ordinary
Share De-Listing and to take effect from the Ordinary Share
De-Listing Effective Time, to adopt the Amended Articles, which are
intended to make the Company's articles of incorporation more
appropriate for an unlisted company.
Therefore, the purpose of this Circular is (i) to provide
Shareholders with details of the Ordinary Share De-Listing,
particulars of the proposed amendments to the Articles and the
Resolutions to be proposed at the General Meeting, (ii) to convene
the General Meeting at which the Resolutions will be proposed,
(iii) to explain why, in the Board's opinion, the Ordinary Share
De-Listing and the proposed amendments to the Articles are in the
best interests of the Shareholders as a whole, and (iv) to
recommend that Shareholders vote in favour of the Resolutions on
which they are entitled to vote.
Shareholders should read the whole of this Circular and not just
rely on the summarised information set out in this letter. SA
Shareholders should also refer to the Letter to SA Shareholders,
which contains additional information regarding the General Meeting
that is relevant to them.
Further details of the Ordinary Share De-Listing, the proposed
amendments to the Articles and the Resolutions which will be put to
the Shareholders at the General Meeting are set out below. The
Notice of the General Meeting is set out at the end of this
document.
2. Background to and reasons for the Ordinary Share
De-Listing
As announced on 17 March 2022, the events in Ukraine which began
on 24 February 2022 and the subsequent impact of the existing
international sanctions on Russia and Russian Counter-Sanctions
have made it impracticable for the Company's business to continue
in its current form.
The impact of these sanctions on the Company and its business
are numerous and include: the inability to communicate with
internationally-sanctioned banks with which members of the Group
have facilities; severe limitations on the ability to move funds
within the Group; the diminishing ability and number of
international parties that will transact in Roubles outside of
Russia and convert them into alternative currencies; the effect of
the sanctions and Counter-Sanctions on the ability to transfer
funds and assets within the Group and on the Group's Russian
Management Team in their day-to-day roles as employees of an
internationally-owned company; and the willingness of advisers and
international banking counterparties to engage with the Company
going forward.
These factors have completely compromised the Company's business
model, its ability to assess its current financial position and to
inform the market accordingly.
Consequently, the Company requested from the FCA a suspension of
listing of its Ordinary Shares and Preference Shares and a
suspension to trading on the London Stock Exchange of the same
Shares, which took effect from 7.30 a.m. on 17 March 2022. Similar
suspensions applied to the Company's listings on TISE, JSE and
MOEX.
At the same time, in light of these extraordinary events, it
became necessary for the Board to take extraordinary measures to
protect all employees and other stakeholders in the Company,
including entering into the Put Option Agreement with the intention
of divesting the Group's Russian business to members of its Russian
Management Team. The Board considered this the most effective way
to meet sanction and Counter-Sanction requirements. Following Put
Option Completion, Prestino will gain control of the Group's
Russian business. The Russian Management Team will operate that
business and secure the investment property portfolio.
Under the Put Option Agreement the Company has the option to
transfer RRHCL, the holding company of the Group's Russian
business, to Prestino, a Cypriot company to be wholly-owned and
controlled by members of the Russian Management Team. Following Put
Option Completion, the Company will retain an economic interest in
RRHCL via the RRHCL Loans in the principal amounts of GBP43,092,789
and RUB 1,064,897,197 and the RRHCL Preference Shares with an
aggregate nominal value of GBP711,966,315, attracting a coupon of 8
per cent., 15 per cent. and 10 per cent. per annum respectively and
all with a term of ten years until maturity.
As noted in section 6 of this Part 1 (Letter from the Chairman),
following Put Option Completion the assets of the Company will
comprise the RRHCL Loans and RRHCL Preference Shares, together with
the Company's existing UK land bank inventory, investment in the
RHL joint venture and cash. Exercise of the Put Option is
conditional upon the Ordinary Share De-Listing and Put Option
Completion is subject to a number of conditions (including relevant
regulatory conditions) which can be waived at the Company's
discretion.
The Board has concluded that the Company should now de-list its
Ordinary Shares as:
-- it will enable the Company to exercise the Put Option in a
timely manner (the Ordinary Share De-Listing being a condition to
its exercise), which the Board considers to be in the best
interests of all the Company's Shareholders, employees and other
stakeholders;
-- following Put Option Completion, the business as described in
section 6 of this Part 1 (Letter from the Chairman) will no longer
satisfy the requirements for a Premium Listing on the London Stock
Exchange; and
-- the uncertainty over access to cash flows from Russia and
RRHCL's ability to service the RRHCL Loans and RRHCL Preference
Shares will persist following Put Option Completion and, unless
there is a significant lifting of the existing sanctions and
Counter-Sanctions in the near term, this uncertainty will mean that
the Board will continue to be unable to assess the value of those
instruments. As a result, the Ordinary Shares and Preference Shares
would remain suspended, which, after a period of time, would likely
result in the automatic cancellation of their listing on the London
Stock Exchange.
It is also expected that the Ordinary Share De-Listing and
Preference Share De-Listing will result in a reduction to the
Company's Sterling expenses of approximately GBP1.5 million per
annum through the removal of costs directly associated with a
public listing.
The Board considered whether the Company could maintain a
listing of its Ordinary Shares on another market or exchange but
concluded that, as it was unclear whether and when the
circumstances described above that led to the suspensions in
trading of the Shares would change sufficiently to allow any
suspensions (even if the listings were maintained on another market
or exchange) to be lifted, it is not practicable to maintain any
listing of the Ordinary Shares at this time.
The Board will continue to assess ways in which it can create
value for Shareholders and in the future, subject to there being
favourable business conditions (including the significant easing of
current sanctions and Counter-Sanctions), the Board would consider
a re-listing of the Ordinary Shares and Preference Shares on
suitable exchanges.
Shareholders should note that, if the Ordinary Share De-Listing
proceeds, Shareholders will not be able to vote on the exercise of
the Put Option by the Company.
3. Details of the Put Option Agreement
As noted above, the Company has entered into the Put Option
Agreement to allow it to dispose of the entire issued ordinary
share capital of RRHCL (being the existing (direct or indirect)
owner of all of the Group's Russian assets and related debt) to
Prestino, which will be the wholly-owned corporate vehicle of
certain members of the Russian Management Team, for nominal
consideration. The Company's ability to exercise the Put Option
under the Put Option Agreement is conditional on the Ordinary Share
De-Listing. Put Option Completion is subject to a number of
conditions set out in the Put Option Agreement (including obtaining
the Local Regulatory Consents), each of which conditions can be
waived at the Company's discretion.
There is no binding obligation on the Company to exercise the
Put Option and its exercise is solely at the discretion of the
Company, subject to completion of the Ordinary Share De-Listing.
However, in the event that the Put Option is exercised and
following Put Option Completion, the Company would retain an
economic interest in RRHCL via the RRHCL Loans in the principal
amounts of GBP43,092,789 and RUB 1,064,897,197 and the RRHCL
Preference Shares with an aggregate nominal value of
GBP711,966,315, attracting a coupon of 8 per cent., 15 per cent.
and 10 per cent. per annum respectively and all with a term of ten
years until maturity.
Summaries of the terms of the RRHCL Loans and the RRHCL
Preference Shares are set out at Parts 2 (RRHCL Loan Terms) and 3
(RRHCL Preference Share Terms) respectively of this Circular.
The RRHCL Preference Shares are not convertible and have been
issued to the Company as part of a restructuring of RRHCL's balance
sheet, converting the total of its existing share premium account
into RRHCL Preference Shares by way of a bonus issue. The
Company/RRHCL Loan Agreement was entered into on the date of the
bonus issue of the RRHCL Preference Shares.
Due to the current circumstances in Russia, the introduction of
international sanctions and Counter-Sanctions, exchange controls
limiting the movement and conversion of Roubles to hard currency
and the impact that is having and will continue to have on the
Russian economy, the Board is unable to assess at this time the
current value of the RRHCL Loans and RRHCL Preference Shares or the
ability of RRHCL to make interest payments under the RRHCL Loans or
pay dividends on the RRHCL Preference Shares in the future. This
situation is likely to persist following Put Option Completion
unless there is a significant lifting of the existing sanctions and
Counter-Sanctions. As a result, the Board anticipates interest
payments on the RRHCL Loans and dividends on the RRHCL Preference
Shares to accumulate, rather than be paid periodically as further
described in Parts 2 (RRHCL Loan Terms) and Parts 3 (RRHCL
Preference Share Terms) of this Circular.
Should the Ordinary Share De-Listing not complete and as a
consequence the Company is not able to exercise the Put Option, the
Board believes that the business and its employees would continue
to be exposed to the risk of inadvertently breaching existing
sanctions and/or Counter-Sanctions. Ultimately this could lead to a
heightened risk that sanctioned banks enforce security over the
Group's assets or that some larger sequestration of the Group's
property portfolio results. The Board considers that Put Option
Completion will provide the best route to allow all the parties
involved to operate effectively in accordance with sanctions and
Counter- Sanctions and to preserve the value in the business.
4. The Russian Management Team
The Russian Management Team is headed by Igor Bogorodov.
Following Put Option Completion, Igor will indirectly, through
Prestino, hold 92% of the issued ordinary share capital of RRHCL.
Igor has been the Russian General Director of the Group since its
inception and, along with Anton Bilton and Glyn Hirsch, was
integral in first developing the business on the ground. He is also
a director of Prestino and RRHCL, and is a holder of both the
Company's Ordinary Shares and Preference Shares.
The other members of the Russian Management Team hold senior
positions in the business and have, on average, 12 years of
service. All have holdings of the Company's Ordinary Shares.
5. Details of the Ordinary Share De-Listing
Conditional upon the Ordinary Share De-Listing Resolution being
approved at the General Meeting, the Company will apply to cancel
the admission to listing of the Ordinary Shares on the Premium
Segment of the Financial Conduct Authority's Official List and
their admission to trading on the London Stock Exchange's Main
Market for listed securities. Cancellation of the admission to
listing of the Ordinary Shares on the Official List is expected to
take effect at 8.00 a.m. on 28 June 2022, being not less than 20
business days from the passing of the Ordinary Share De- Listing
Resolution.
In accordance with the Listing Rules, the Ordinary Share
De-Listing Resolution is subject to approval being obtained from a
majority of not less than 75 per cent. of the votes attaching to
the Ordinary Shares voted on the resolution. If the requisite
percentage of Ordinary Shareholders does not approve the Ordinary
Share De-Listing Resolution, the Ordinary Shares will continue to
be admitted to listing on the Premium Segment of the Financial
Conduct Authority's Official List and to trading on the London
Stock Exchange's Main Market for listed securities (albeit trading
in the Shares is currently suspended). In such circumstances it
will not be possible for the Company to exercise the Put
Option.
Whilst each of the Ordinary Share De-Listing and the Preference
Share De-Listing is not conditional on the other and the Ordinary
Share De-Listing may take effect without the Preference Share
De-Listing and vice versa, if approved by the Preference
Shareholders at the Preference Shareholder Meeting, it is proposed
that the Preference Share De-Listing will also take effect on or
around the Ordinary Share De-Listing Effective Time. The Preference
Share De-Listing is subject to the Company notifying a Regulatory
Information Service, giving at least 20 business days' notice of
the intended cancellation of the listing of the Preference Shares,
and, under articles 2.6.11 and 15.1 of the Articles, to a Special
Resolution passed at a separate meeting of the Preference
Shareholders. Accordingly, a circular has been despatched to the
Preference Shareholders in relation to the Preference Shareholder
Meeting and so that the Preference Shareholders may vote upon and
approve the Preference Share De-Listing.
If the Ordinary Share De-Listing Resolution is passed, the
admission of the Ordinary Shares to TISE and MOEX will also be
cancelled. Such cancellations are expected to take place on or
around the date of the Ordinary Share De-Listing. SA Shareholders
should refer to the Letter to SA Shareholders for further
information regarding the cancellation of the JSE listing.
6. Business of the Company following the Ordinary Share
De-Listing and Put Option
Completion
Following the Ordinary Share De-Listing and Put Option
Completion, the assets of the Company will comprise the RRHCL
Preference Shares, the RRHCL Loans, UK land bank inventory with a
book value of GBP0.7 million as at 31 December 2021 and an
investment in the RHL joint venture, which had a carrying value of
GBP6.8 million as at 31 December 2021. The Company also had cash of
GBP25.8 million as at 29 April 2022.
The terms of the RRHCL Preference Shares and the RRHCL Loans are
detailed in Parts 2 (RRHCL Loan Terms) and 3 (RRHCL Preference
Share Terms) of this Circular, including the dividend of 10 per
cent. per annum and interest of 8 per cent. and 15 per cent. per
annum which accrue in favour of the Company under, respectively,
the terms of the RRHCL Preference Shares and the RRHCL Loans. Save
for any voluntary early redemptions or early prepayments (to the
extent permitted by applicable law or otherwise), the RRHCL
Preference Shares are redeemable (together with payment of any
accrued dividends and to the extent permitted by applicable law) on
the date 10 years following their allotment and the RRHCL Loans are
repayable on the date falling 10 years after the date of the
Company/RRHCL Loan Agreement.
The Company's principal business following the Ordinary Share
De-Listing and Put Option Completion will be overseeing these
investments within the constraints of their terms. The Board will
continue to monitor the day-to-day business in Russia and will
oversee compliance with the terms of the RRHCL Preference Shares
and RRHCL Loans. In addition, to the extent sanctions allow, the
Board will offer strategic advice and support to the Russian
Management Team as well as assessing any corporate opportunities
that may arise.
The Company's main obligation following the Ordinary Share
De-Listing and Put Option Completion will remain the servicing of
its own Preference Shares. In this regard, the Company announced on
30 March 2022 that the Board had resolved not to pay the Preference
Dividend for the period from 31 December 2021 up to, but excluding,
31 March 2022 and such amount is now accumulating in accordance
with the terms of the Preference Shares. The ability of the Board
to approve future quarterly instalments of the Preference Dividend
will be wholly dependent on the Company's access to sufficient
funds from the servicing of the RRHCL Loans and the RRHCL
Preference Shares.
As noted above, at this time the Board is unable to assess the
current value of the RRHCL Loans and RRHCL Preference Shares or the
ability of RRHCL to make interest payments under the RRHCL Loans or
pay dividends on the RRHCL Preference Shares in the future. This
situation will persist following Put Option Completion unless there
is a significant easing of existing sanctions and
Counter-Sanctions.
The current sanctions-related situation and consequent
uncertainties were not envisaged at the time the Company
established the FYPP. It is currently anticipated that the FYPP
will entitle the participants to a payment of approximately GBP3.2
million which, in accordance with the rules of the scheme, is to be
settled in Ordinary Shares unless the Company chooses to settle it
in cash. The very low perceived value of the Company's Ordinary
Shares could result in an anomalous outcome. The Company is
therefore in the process of renegotiating this arrangement in order
to resolve it in a satisfactory way for all stakeholders, and the
Company will present any agreed changes to Shareholders for
approval in due course. The Board considers that the very low
perceived value of the Company's Ordinary Shares is due entirely to
the events in Ukraine and the expected impact of sanctions on the
Russian economy and that such renegotiations would have been
required irrespective of the proposed Ordinary Share De-Listing and
Put Option Completion.
The extreme volatility of the Rouble exchange rate since 24
February 2022 and the uncertainty of being able to convert Roubles
into other currencies, along with the difficulty in assessing the
valuation of RRHCL's investment property portfolio, makes it
extremely difficult to value the Company's Ordinary Shares and
Preference Shares. However Shareholders can form their own view on
these variables and assess valuation in the context of the known
quantum of RRHCL's bank debt (see section 7 of this Part 1 (Letter
from the Chairman) below).
7. The business of RRHCL
RRHCL will continue to own 19 investment properties in Russia.
As at 31 December 2021, the property portfolio was independently
valued by JLL at RUB 122.4 billion. JLL included the following
paragraph in its valuation report given the subsequent events:
"Subsequent to the valuation date, Russia launched a military
operation against Ukraine on 24 February 2022. In response, a
severe set of sanctions have been implemented and / or proposed
against Russia, which are likely to have a significant negative
impact on the economy and property markets in the country. We
confirm that there is no effect on the values reported as at the
valuation date but also confirm that those values would no longer
be valid as at the date of report."
Also at 31 December 2021, the Group had Rouble-denominated
secured debt facilities totalling RUB 42.8 billion and
Euro-denominated facilities totalling EUR291.7 million.
In the year to date, the Group has collected 98.4% of rents due
and has occupancy of 96.5% at the date of this Circular.
As intimated in JLL's independent valuation and explained
elsewhere in this Circular, the Board is unable to assess the value
of the property investment portfolio at this time.
8. Governance of the Company following the Ordinary Share
De-Listing
Following the Ordinary Share De-Listing, whilst not required,
the Company intends to retain Michael Hough and David Moore, two of
the current independent non-executive directors, to provide an
element of independent oversight and input into Board matters,
including in relation to executive remuneration. Michael Hough will
become Chairman.
9. Annual accounts for the year ended 31 December 2021
It is the intention of the Board to issue the audited financial
statements of the Group for the year ended 31 December 2021 shortly
following the Ordinary Share De-Listing Effective Time. Should the
proposed Ordinary Share De-Listing not be approved or take effect,
a further announcement on the timing of the issue of the 2021
financial statements will be made at that time.
10. Trading of the Ordinary Shares following the Ordinary Share
De-Listing
Following the Ordinary Share De-Listing, the Company intends to
put in place a secondary trading facility to allow Shareholders to
trade their Ordinary Shares. It is, however, unlikely that any such
facility will offer a comparable degree of liquidity to that
currently available as a result of the listings of the Ordinary
Shares. Share certificates representing those Ordinary Shares held
in certificated form will continue to be valid and no new Ordinary
Share certificates will be issued. Ordinary Shares held in
uncertificated form will continue to be transferable through
CREST.
As noted in section 2 of this Part 1 (Letter from the Chairman)
above, in the future, subject to there being favourable business
conditions (including the significant easing of current sanctions
and Counter-Sanctions), the Board would consider a re-listing of
the Ordinary Shares and Preference Shares on suitable
exchanges.
11. Regulatory and taxation
Shareholders should note that following the Ordinary Share
De-Listing becoming effective:
a. the regulatory regime which applies to companies with shares
admitted to listing on the Premium Segment of the Financial Conduct
Authority's Official List and to trading on the London Stock
Exchange's Main Market for listed securities will no longer apply,
including the requirement for shareholder approval under the
Listing Rules to approve transactions above a certain size not in
the ordinary course of business or with related parties; and
b. the Ordinary Share De-Listing may have implications for
Ordinary Shareholders in a Self- Invested Personal Pension ("SIPP")
or ISAs. For example, shares in unlisted companies may not qualify
for certain SIPPs under the terms of that SIPP and may not be
eligible for a stocks and shares ISA. If in any doubt, Shareholders
should consult with their SIPP or ISA provider.
12. Amendments to the Articles
The Company proposes, conditional upon the Ordinary Share
De-Listing and to take effect from the Ordinary Share De-Listing
Effective Time, to adopt the Amended Articles, principally to
ensure that the Company's articles of incorporation are appropriate
for an unlisted company (as the Company will be following the
Ordinary Share De-Listing).
A summary of the principal changes to the Articles is set out in
Part 4 (Explanatory notes on the principal amendments to the
Articles) of this Circular. A copy of the Amended Articles, marked
to show the changes proposed, will be available for inspection
online at www.theravenpropertygroup.com until the close of the
General Meeting and at the place of the General Meeting for at
least 15 minutes prior to, and until the conclusion of, the General
Meeting and on the national storage mechanism from the date of
sending this Circular.
13. General Meeting
Under the Listing Rules, the Ordinary Share De-Listing is
conditional, inter alia, on the approval by Ordinary Shareholders
of the Ordinary Share De-Listing Resolution.
As a result of the Preference Dividend being in arrears, the
holders of Preference Shares will be entitled to vote, alongside
the holders of Ordinary Shares, on the Articles Resolution in
accordance with the notes to the Notice of General Meeting at the
end of this Circular.
Notice of the General Meeting to be held at the offices of Carey
Olsen, Carey House, Les Banques, St Peter Port, Guernsey GY1 4BZ,
Channel Islands at 9.00 a.m. on 26 May 2022 is therefore set out at
the end of this document, at which the Resolutions will be
proposed. A summary of the Resolutions is set out below.
Resolutions
1 Resolution 1 is a Special Resolution to approve the
cancellation of the Ordinary Shares from admission to listing on
the Premium Segment of the Financial Conduct Authority's Official
List and to trading on the London Stock Exchange's Main Market for
listed securities; and
2 Resolution 2 is a Special Resolution to approve and adopt the
Amended Articles, conditional upon the Ordinary Share De-Listing
and to take effect from the Ordinary Share De-Listing Effective
Time. The Amended Articles are intended to make the Company's
articles of incorporation more appropriate for an unlisted
company.
The full text of the Resolutions are set out in the Notice of
the General Meeting at the end of this Circular.
Both of the Resolutions are Special Resolutions. A special
resolution requires a majority of not less than 75 per cent. of the
votes cast (by Shareholders present in person or by proxy who are
eligible to vote on the relevant Resolution) at the General Meeting
to be in favour of the resolution in order for the resolution to be
passed. As noted above, only the holders of Ordinary Shares are
eligible to vote on the Ordinary Share De-Listing Resolution but
the holders of both the Ordinary Shares and Preference Shares are
eligible to vote on the Articles Resolution.
14. Action to be taken
Whether or not Shareholders intend to be present at the General
Meeting, Shareholders are requested to register their proxy vote as
soon as possible by:
-- logging on to www.signalshares.com and following the
instructions in order to submit your proxy appointment online;
-- requesting a hard copy Form of Proxy directly from the
registrars, Link Market Services, on tel: +44 (0) 371 664 0300.
Upon such request, a Form of Proxy will be provided for use by
Ordinary Shareholders and Preference Shareholders. Calls are
charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. - 5.30
p.m., Monday to Friday excluding public holidays in England and
Wales. Please note that Link Market Services cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes; or
-- in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with the
procedures set out in note 9 to the Notice of General Meeting.
Proxy appointments (using any of the alternatives detailed
above), whether submitted electronically or by post, must be
received by Link Market Services by no later than 9.00 a.m. on 24
May 2022.
Submitting their proxy appointments in this manner will not
preclude Shareholders from attending and voting in person at the
General Meeting should they so wish.
Further details relating to voting by proxy are set out in the
notes to the Notice of General Meeting.
As noted above, a separate circular has been despatched to
Preference Shareholders in relation to the Preference Shareholder
Meeting and the Preference Share De-Listing, and holders of
Preference Shares should also refer to that document in respect of
the Preference Share De- Listing.
15. Recommendation
The Board considers the Ordinary Share De-Listing and the
proposed amendments to the Articles to be in the best interests of
Shareholders as a whole. Accordingly, the Board unanimously
recommends that Shareholders vote in favour of those Resolutions on
which they are entitled to vote to be proposed at the General
Meeting, as the Board intends to do in relation to their own
beneficial holdings.
Yours faithfully
Sir Richard Jewson
(Chairman)
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END
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