TIDMTJI
RNS Number : 8496V
Tejoori Limited
08 November 2017
The following amendment has been made to the 'Proposed
cancellation and notice of GM' announcement released on 7 November
2017 at 3.30 pm under RNS No 8299V.
In the letter from the Chairman in the third paragraph of
section 6 entitled "Trading in the Ordinary Shares after
Cancellation" the email address of the contact at the Company has
now been included.
All other details remain unchanged.
The full amended text is shown below.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
7 November 2017
Tejoori Limited
("Tejoori" or the "Company")
Proposed cancellation of admission to trading and notice of
General Meeting
The Board of Tejoori (AIM: TJI), the Dubai-based
Shari'a-compliant investment company, announces the Company's
proposed cancellation from trading on AIM ("Cancellation").
As previously announced by the Company the Directors have been
evaluating the merits of remaining on AIM and, following the
divestment of the Company's investment portfolio, the most
effective and efficient manner in which to return cash to
shareholders. Following careful consideration the Board has
concluded that it is in the best interests of shareholders to
effect the Cancellation and, following the Cancellation, return
cash to shareholders by way of a voluntary liquidation of the
Company, which the Board believe will maximise the return to
Shareholders.
The Company will shortly post to its shareholders a circular
(the "Circular") in connection with Cancellation containing a
notice convening a general meeting of the Company (the "General
Meeting") to be held at 3.00 p.m. (Dubai time GMT+4) on 22 November
2017 at Roda Al Bustan Hotel located in Al Garhoud, Near Terminal
1, Casablanca Street, Dubai, United Arab Emirates.
The above summary should be read in conjunction with the full
text of this announcement and the Circular. Extracts from the
Circular, which sets out the background to and reasons for the
Company seeking Cancellation, are set out below and a copy of the
Circular will shortly be available on the Company's website,
www.tejooriltd.ae.
Defined terms used in this announcement have the meaning set out
at the end of this announcement and as in the Circular.
For further information:
Tejoori Limited Tel: +971 4 2839316
Abdullah Lootah, CEO ceo@tejooriltd.ae
Allenby Capital Limited Tel: +44 (0)203 328 5656
(Nominated Adviser
and Broker)
Nick Athanas / Asha
Chotai
EXTRACTS FROM THE CIRCULAR
The following has been extracted without amendment from, and
should be read in conjunction with, the Circular to Shareholders
dated 7 November 2017, which will be available shortly from the
Company's website: www.tejooriltd.ae.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
(All times shall be London local time unless otherwise indicated
below)
The Circular and Forms of Proxy 7 November 2017
posted to Shareholders (by first
class post)
Latest time and date for the Forms 11:00 a.m. on 17
of Direction from the Depositary November 2017
Interest holders to arrive with
the Depositary
Latest time for Depositary Interest 11:00 a.m. on 17
holders to provide voting instructions November 2017
via the CREST system for the General
Meeting
Latest time and date for receipt 11:00 a.m. on 20
of Forms of Proxy and CREST Proxy November 2017
Instructions for the General Meeting
Date and time of General Meeting 3:00 p.m. Dubai
Local Time (GMT+4)
on 22 November
2017
Expected last day for dealings in 5 December 2017
Ordinary Shares on AIM
Expected time and date of Cancellation 7:00 a.m. on 6
December 2017
Each of the times and dates above is subject to change. Dates
set after the General Meeting assume that the General Meeting is
not adjourned and that the Resolutions are passed. If any of the
above times and/or dates change, any such change will be notified
to Shareholders by an announcement.
LETTER FROM THE CHAIRMAN
1. Introduction
Having consulted with the Company's advisers, your Directors
have concluded that it is in the overall interests of the Company
and its Shareholders if the admission of the Ordinary Shares to
trading on AIM is cancelled and the Company commences a Voluntary
Liquidation following the Cancellation. Accordingly, earlier today,
the Company announced proposals to cancel the admission of the
Company's Ordinary Shares to trading on AIM. Pursuant to Rule 41 of
the AIM Rules, the Company has, through its nominated adviser,
notified the London Stock Exchange of the intended date of the
proposed Cancellation.
This letter sets out the background to and reasons for the
Cancellation and the Voluntary Liquidation, why your Board believes
it to be in the best interests of Shareholders as a whole and its
recommendation to Shareholders to vote in favour of the
Cancellation.
The Cancellation will require Shareholder approval and the
Company is convening a general meeting to propose the necessary
resolutions to effect each the Cancellation. A notice convening the
General Meeting, to be held at 3:00 p.m. Dubai time (11.00 a.m. UK
time) on 22 November 2017, is set out at the end of the
Circular.
Following the Cancellation the Directors will seek to return the
net cash resources of the Company to Shareholders and, as part of
this distribution to Shareholders, the Directors will recommend to
Shareholders that the Directors engage a liquidator to carry out a
members' voluntary liquidation of the Company.
2. Background to and reasons for the proposed Cancellation
Over the past 12 months the Company has been realising its
existing investment portfolio culminating in the sale of the final
plot of land in Arjan previously owned by Tejoori in February 2017.
Following the disposal the Company has no remaining investments and
its sole asset is the cash held at bank by the Company. As at 31
October 2017 the Company held cash balances of approximately
AED64.7 million (equivalent to approximately US$17.6 million at the
prevailing exchange rate).
The Board has considered a number of options such as the Company
continuing as a listed cash shell and the return of a majority of
cash to Shareholders by way of a dividend. However, the Board would
also need to seek a new investment or series of investments and, in
all likliehood, new board members to implement any revised
investing strategy. The Board considered that the potential for
significant costs, uncertainties and risks associated with this
option outweighed the potential premium that any new investor(s)
might attach to the Company as a cash shell. The Board has also
considered other ways of returning surplus capital to Shareholders
but concluded this was too costly and could generate dividends that
would be taxable to Shareholders as opposed to a return of
capital.
Following careful consideration, the Board has concluded that it
is in the best interests of Shareholders to effect the Cancellation
and, following the Cancellation, return cash to Shareholders by way
of a Voluntary Liquidation, which the Board believe will maximise
the return to Shareholders. It is anticipated that, assuming the
Board's recommendations receive required Shareholder approval, the
proposed liquidators would plan to make orderly distributions of
capital to Shareholders in the course of the liquidation of the
Company.
The appointment of a liquidator, the Voluntary Liquidation and
related actions will require, inter alia, the approval of
Shareholders in a further general meeting to be convened after
Cancellation has taken place and will require a further circular to
be published and sent to Shareholders.
3. Trading update and AIM Rule 15 status
The Company announced on 24 February 2017 the completion of the
sale of their final remaining plot of land in Dubai for a gross
consideration of approximately US$5.8 million. Following this sale
the Company had divested of its entire investment portfolio and
continued to hold cash and wakala deposits only. As at 31 October
2017 the Company's sole asset is cash balances of approximately
AED64.7 million (equivalent to approximately US$17.6 million at the
prevailing exchange rate).
As announced in the Company's interim results released on 30
March 2017, following the sale of the final plot of land in
February 2017 the Company is deemed to have disposed of all of its
assets within the meaning of Rule 15 of the AIM Rules. As such
Tejoori has 12 months from the date of this disposal, being 23
February 2017, to implement its current investing policy in
accordance with Rule 15 of the AIM Rules otherwise the Company's
shares will be suspended from trading on AIM pursuant to Rule 40 of
the AIM Rules for Companies.
As previously announced the Company's stated strategy is to
return cash to shareholders and not to re-invest the cash proceeds
from recent disposals into new investment opportunities. The return
of capital is to be effected by a Voluntary Liquidation which the
Company will be seeking to implement following the Cancellation.
Shareholders should be aware that if the Cancellation is not
approved in the general meeting of the Company convened for 22
November 2017 then the Company would not be in a position to
proceed with the Voluntary Liquidation while the Company remains as
an AIM quoted company. In this scenario the Company would need to
examine other ways of returning capital to shareholders however it
is the view of the Directors that the Voluntary Liquidation is the
most efficient manner to maximise the return of cash to
shareholders. In addition if the Cancellation is not approved by
Shareholders in the General Meeting there would be an increased
likliehood that the Company's shares will be suspended from trading
for not implementing its current investing policy in accordance
with the timeframe outlined above.
4. Principal effects of Cancellation
The principal effects that the Cancellation will have on
Shareholders include the following:
-- there will no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares on AIM (or any other
recognised market or trading exchange);
-- it will be more difficult for Shareholders to determine the
market value of their investment in the Company at any given
time;
-- the Company will no longer be subject to the AIM Rules and,
accordingly, Shareholders will no longer be afforded the
protections given by the AIM Rules- in particular, the Company will
not be bound to: make any public announcements of material events,
or to announce interims or final results; comply with any of the
corporate governance practices applicable to AIM companies;
announce substantial transactions and related party transactions;
or comply with the requirement to obtain shareholder approval for
reverse takeovers and fundamental changes in the Company's
business;
-- the Company will cease to retain a nominated adviser and broker; and
-- the Cancellation might have either positive or negative
taxation consequences for Shareholders. Shareholders who are in any
doubt about their tax position should consult their own
professional independent adviser immediately.
Notwithstanding the Cancellation the Company will continue to
comply with the applicable statutory requirements and the Company's
memorandum and articles of association.
The Board intends to continue to maintain the Company's website
(www.tejooriltd.ae) until the Voluntary Liquidation has been
completed. Shareholders should be aware that following Cancellation
there will be no obligation on the Company to include the
information required under AIM Rule 26 or to update the website as
required by the AIM Rules. In addition Shareholders are reminded
that, as the Company is incorporated in the BVI, Shareholders are
not afforded the protections provided by the Takeover Code,
however, they will have all rights pursuant to the BVI Business
Companies Act and the Company's Memorandum and Articles of
Association.
5. Cancellation Process
The Cancellation is conditional on the approval of not less than
75 per cent. of votes cast by Shareholders (in person or by proxy)
at a general meeting. Resolution 1 in the Notice of General
Meeting, which is set out at the end of the Circular, proposes that
admission of the Ordinary Shares to trading on AIM be
cancelled.
Under the AIM Rules, Cancellation requires the expiration of a
period of not less than 20 clear Business Days from the date on
which notice of the intended Cancellation is given to the London
Stock Exchange. The Company has notified the London Stock Exchange
of the proposed Cancellation. Cancellation will occur no earlier
than five clear Business Days after the General Meeting and it is
expected that trading in the Ordinary Shares on AIM will cease at
the close of business on 5 December 2017, with Cancellation
expected to take effect at 7:00 a.m. on 6 December 2017.
Shareholders should be aware that if Cancellation is approved by
Shareholders and takes effect, they will as from that time cease to
hold shares in a company whose shares are admitted to trading on
AIM. Following Cancellation, there will be limited opportunities
for Shareholders to realise their investment in the Company other
than pursuant to the proposed Voluntary Liquidation.
6. Trading in the Ordinary Shares after Cancellation
Following Cancellation, the Ordinary Shares will not be traded
on any public market and the CREST facility will be cancelled. The
Ordinary Shares will remain capable of being transferred in paper
form for a limited time in accordance with the provisions of the
Memorandum and Articles of Association of the Company until the
Voluntary Liquidation has commenced. Transfers of interests in
shares in certificated form should be sent to the Company's
registrars, Capita Registrars Limited, The Registry, 34 Beckenham
Road, Beckenham, Kent, BR3 4TU. Existing share certificates remain
valid until completion of the Voluntary Liquidation.
Prior to the commencement of the Voluntary Liquidation the
Company intends to use reasonable endeavours to facilitate
introductions and communication among Shareholders who wish to sell
their Ordinary Shares and those persons who wish to purchase
Ordinary Shares. To do this, Shareholders or persons who wish to
acquire or sell Ordinary Shares will be able to leave an indication
with the Company that they are prepared to buy / sell Ordinary
Shares at a specified price. In carrying out such introductions the
Company will not arrange transactions and will take no
responsibility in respect of the timeframe and manner in which
introductions or communications (if any) are made or as to the
price at which any trades might take place.
Shareholders or persons wishing to trade in the Company's
Ordinary Shares following Cancellation and prior to commencement of
the Voluntary Liquidation should contact the Company via email to
nabila@tejooriltd.ae, giving an indication that they are prepared
to buy or sell at an agreed price.
As the Company intends to undertake a Voluntary Liquidation
after the Cancellation, the Company intends to cancel the
Depositary Interest facility representing the Ordinary Shares
shortly after Cancellation. Following the cancellation of the
Depositary Interest facility Shareholders will be able to continue
to trade their Ordinary Shares in certificated form.
The appointment of a liquidator, the Voluntary Liquidation and
related actions will require, inter alia, the approval of
Shareholders in a further general meeting to be convened after
Cancellation has taken place and will require a further circular to
be published and sent to Shareholders.
7. Taxation
Shareholders who are in any doubt about their tax position
should consult with their own independent professional adviser as
soon as possible.
8. General Meeting
Set out at the end of the Circular is a notice convening the
General Meeting to be held at 3:00 p.m. (Dubai time GMT+4) on 22
November 2017 at Roda Al Bustan Hotel located in Al Garhoud, Near
Terminal 1, Casablanca Street, Dubai, United Arab Emirates
(Telephone: +971 4 282 0000) http://www.roda-hotels.com/al-bustan
for the purposes of considering and, if thought fit, passing the
Resolutions. Resolution 1 to approve the Cancellation will be
proposed as a "special resolution" requiring the approval of not
less than 75 per cent. of the votes cast, in person or by proxy, by
Shareholders at the General Meeting. Resolution 2 will be proposed
as an ordinary resolution requiring the approval of not less than
51 per cent. of the votes cast, in person or by proxy, by
Shareholders at the General Meeting.
A meeting of Shareholders is duly constituted if, at the
commencement of the meeting, there are present, in person or by
proxy, not less than 50 per cent. of the votes of the shares
entitled to vote on the resolutions of Shareholders to be
considered at the meeting. If within two hours from the time
appointed for the meeting a quorum is not present, the meeting
shall stand adjourned to the next business day at the same time and
place, and if at the adjourned meeting there are present within one
hour from the time appointed for the meeting, in person or by
proxy, not less than one third of the votes of the shares entitled
to vote on the resolutions to be considered at the meeting those
present shall constitute a quorum but otherwise the meeting shall
be dissolved.
9. Action to be taken
You will find enclosed with the Circular a Form of Proxy and a
Form of Direction (for use in the event that any Shareholder is a
holder of Depositary Interests), in each case for use in connection
with the General Meeting or at any adjournment thereof
It is important that Shareholders have the opportunity to vote,
even if they are unable to attend the General Meeting in person. If
you are unable to come to the General Meeting you can use the
enclosed Form of Proxy or Form of Direction to nominate the
chairman of the meeting or someone else to attend the meeting and
vote for you (this person is called a proxy). Whether or not you
wish to attend the General Meeting in person, you are requested to
complete the Form of Proxy or, in the case of holders of Depositary
Interests, the Form of Direction in accordance with the
instructions printed on it and return it by post or (during normal
business hours only) by hand so as to be received by Capita
Registrars Limited, The Registry, 34 Beckenham Road, Beckenham,
Kent, BR3 4TU, United Kingdom as soon as possible and in any event
so as to arrive by no later than 11:00 a.m. on 17 November 2017.
The Form of Proxy or Form of Direction should also be sent to the
Company by email at: nabila@tejooriltd.ae.
As an alternative to returning the Form of Proxy or Form of
Direction, certain Shareholders can appoint a proxy electronically
as follows. If you hold your Ordinary Shares in uncertificated form
(i.e., in CREST) you may appoint a proxy by completing and
transmitting a CREST Proxy Instruction in accordance with the
procedures set out in the CREST Manual so that it is received by
Capita Registrars Limited (under CREST participant ID RA10) by no
later than 11:00 a.m. on 20 November 2017.
Unless the Form of Proxy or CREST Proxy Instruction is received
by the relevant date and time specified above, it will be invalid.
Completion and posting of the Form of Proxy or completing and
transmitting a CREST Proxy Instruction will not preclude you from
attending and voting in person at the General Meeting if you wish
to do so.
10. Further information
The expected timetable of principal events for the Cancellation
is set out on page 3 of the Circular. Shareholders are advised to
read the whole of the Circular.
If you require assistance in completing the Form of Proxy,
please call Capita Registrars Limited on 0871 664 0300 or, if
telephoning from outside the UK, on +44 (0) 37 1664 0300, between
9.00 a.m. and 5.30 p.m. Monday to Friday (excluding bank and public
holidays). Calls to the Capita Registrars Limited's telephone
number are charged at 10 pence per minute plus any of your service
provider's network extras. Different charges may apply to calls
from mobile telephones. Calls to the Capita Registrars Limited's
+44 (0) 37 1664 0300 number from outside the UK are charged at
applicable international rates. Calls may be recorded and monitored
randomly for security and training purposes. Capita Registrars
Limited cannot provide advice on the merits of the Cancellation and
Voluntary Liquidation nor give any financial, legal or tax
advice.
11. Recommendation to Shareholders
Your Directors consider that the Cancellation is in the best
interests of the Company and Shareholders as a whole. Accordingly,
your Directors unanimously recommend that Shareholders vote in
favour of the Resolutions as they, and persons connected with the
Directors, intend to do in respect of their own beneficial
holdings, amounting, in aggregate, to 4,550,633 Ordinary Shares
representing 16.42 per cent. of the issued ordinary share capital
of the Company at the date of the Circular
Yours faithfully
Khalid Nasser Al Nasser
Chairman
DEFINITIONS
"Admission" admission to trading on AIM;
"AIM" AIM, the market of that name
operated by the London Stock
Exchange;
"AIM Rules" the "AIM Rules for Companies"
published by the London Stock
Exchange from time to time;
"Board" the board of directors of the
Company;
"Business Day" a day, other than a Saturday
or Sunday or public holiday
in
England, Wales and the BVI,
on which banks are open in
London and Road Town for general
commercial business;
"BVI" the British Virgin Islands;
"BVI Business Companies the BVI Business Companies
Act" Act (as amended from time to
time);
"Cancellation" the cancellation of admission
of the Ordinary Shares to trading
on AIM;
"certificated form" where a security is not held
in uncertificated form (i.e.
not
recorded on the register of
members of the Company as being
held in uncertificated form
in CREST);
"Company" Tejoori Limited, a company
incorporated under The International
Business Companies Act and
automatically re-registered
under the BVI Business Companies
Act;
"CREST" the relevant system (as defined
in the CREST Regulations) in
respect of which Euroclear
UK & Ireland Limited is the
Operator (as defined in the
CREST Regulations);
"CREST Proxy Instruction" the means by which a Shareholder
who holds Ordinary Shares in
CREST may appoint a proxy;
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001/3755);
"Depositary" Capita IRG Trustee Limited;
"Depositary Interests" the depositary interests issued
or "DIs" by the Depositary in respect
of and representing on a one-for-one
basis Ordinary Shares held
by the Depositary;
"DI Holders" holders of Depositary Interests;
"Directors" the directors of the Company;
"FCA" the UK's Financial Conduct
Authority;
"Form of Direction" the form of direction to be
completed by DI Holders for
use at the General Meeting;
"Form of Proxy" the form of proxy for use by
Shareholders in connection
with the General Meeting, which
accompanies the Circular;
"FSMA" the Financial Services and
Markets Act 2000;
"General Meeting" the general meeting of the
Company to be held at Roda
Al Bustan Hotel located in
Al Garhoud, Near Terminal 1,
Casablanca Street, Dubai, United
Arab Emirates at 3.00 p.m.
Dubai time (GMT+4) on 22 November
2017 or any adjournment thereof,
notice of which is set out
at the end of the Circular;
"Group" the Company and its subsidiary;
"London Stock Exchange" London Stock Exchange plc;
"Notice of General the notice convening the General
Meeting" Meeting, which is set out at
the end of the Circular;
"Ordinary Shares" the shares with a par value
of US$0.01 each in the capital
of the Company;
"participant ID" the identification code or
membership number used in CREST
to identify a particular CREST
member or other CREST participant;
"Record Date(s)" the date fixed by the directors
of the Company pursuant to
the BVI Business Companies
Act as the record date for
determining the shares that
are entitled to vote at the
meeting, being 11:00 a.m. on
17 November 2017;
"Regulatory Information a service approved by the FCA
Service" for the distribution to the
public of regulatory announcements
and included within the list
maintained on the FCA's website
at www.fca.org.uk;
"Resolutions" the resolutions to be proposed
at the General Meeting to obtain
the approval of Shareholders
to the Cancellation, as set
out in the Notice of General
Meeting (and "Resolution" means
any one of the Resolutions
as the context requires);
"Shareholders" the registered holders of Ordinary
Shares from time to time;
"Takeover Code" the City Code on Takeovers
and Mergers;
"UK" or "United the United Kingdom of Great
Kingdom" Britain and Northern Ireland;
"uncertificated" Ordinary Shares which are recorded
or "uncertificated on the register of members
form" of the Company as being held
in uncertificated form in CREST
and title to which, by virtue
of the CREST Regulations, may
be transferred by means of
CREST; and
"Voluntary Liquidation" the voluntary liquidation of
a solvent BVI company pursuant
to the BVI Business Companies
Act.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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