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H.R. Owen PLC - Proposed de-listing

RNS Number : 4541A
H.R. Owen PLC
19 February 2014
 

19 February 2014

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

 

H.R. Owen Plc

 

Proposed cancellation of admission to the Official List and to trading on London Stock Exchange's main market

 

and

 

Cash Offer from Berjaya Philippines Inc. ("BPI")

 

The Board of H.R. Owen announces that it will today post a circular to shareholders convening a General Meeting at which it will seek shareholder approval for the proposed cancellation of Admission to the Official List and to trading on the London Stock Exchange's main market for listed securities (the "De-listing" or "Cancellation").

 

The General Meeting will be held at Jack Barclay, 18 Berkeley Square, London W1J 6AE, at 10:00 a.m. on 14 March 2014.  Should the De-listing be approved at the General Meeting, it is anticipated that Cancellation will take effect from 15 April 2014.

 

Background to and Reasons for the proposed Cancellation

 

On 17 July 2013, the Board of H.R. Owen received from BPI an offer for the Company of 130 pence per Ordinary Share.  Subsequently, on 12 September 2013, the Board received an Increased Mandatory Cash Offer from BPI of 170 pence per share for the Company, which, as announced on 13 September 2013, the Board considered represented fair value for H.R. Owen. As a result, the Board recommended that Shareholders accept the Increased Mandatory Cash Offer at 170 pence per Ordinary Share.

 

The Increased Mandatory Cash Offer remained open for acceptance until 11 October 2013 when BPI announced that its offer for the Company had closed. Following the closure of its offer, BPI's total beneficial shareholding was approximately 71.19 per cent. of H.R. Owen's issued share capital.

 

As at 18 February 2014 (being the latest practicable date prior to the publication of this announcement), the Company's share register is dominated by two substantial Shareholders as set out below

 

Name of Shareholder

Number of H.R. Owen Shares

Percentage of Total Voting Rights

BPI

17,829,551

71.19%

Bentley

6,589,934

26.31%


24,419,485

97.50%

 

In order to comply with the UK listing requirements for premium listed companies, a company must have at least 25 per cent. of its shares in public hands.  However, as at 18 February 2014 (being the latest practicable date prior to the publication of this announcement), the total number of outstanding Shares in H.R. Owen in public hands (which for this purpose excludes the Shares held by Bentley as well as the Shares held by BPI) was only 625,369, representing approximately only 2.5 per cent. of H.R. Owen's issued share capital.

In the Board's opinion, having regard to its understanding of the intentions of its two major Shareholders, it is unlikely that the Company will be able to meet the minimum free float requirements of a premium listed company. Therefore, in order to prevent the Company from not complying with the requirements of the Listing Rules concerning the number of shares in public hands, the Board has decided to apply for and seek a De-Listing and to cancel the admission of the Ordinary Shares on the Official List and to trading on the London Stock Exchange's main market for listed securities.

Under the Listing Rules, the De-listing can only be effected by the Company after securing approval of a special resolution of Shareholders in general meeting, and the expiration of a period of not less than 20 business days from the date of the Shareholder approval. Under the London Stock Exchange's Admission and Disclosure Standards, the Company must advise the London Stock Exchange of the De-listing not less than 20 business days before the date it intends trading in the Ordinary Shares to be discontinued. Assuming that Shareholders approve the Resolution, it is proposed that the De-listing will take place on 15 April 2014.

 

Following the De-listing, the liquidity and marketability of Ordinary Shares will be significantly reduced and it is likely that there will be limited opportunities for Shareholders to realise their investments. In addition, as the Company will no longer be a Company listed on the Official List it will no longer be required to comply with the UK Corporate Governance Code.

 

Current trading and prospects

 

As announced on 20 January 2014, the Company had an encouraging finish to the year ended 31 December 2013. The strong trading performance seen in the first half was followed by a robust second half performance and this was further complemented by a continued strong performance in used cars.

 

As a consequence of strong trading across the Company's marques, the Company announced that the Board expected the results for the year ended 31 December 2013 to be ahead of management's expectations.

 

Irrevocable undertakings

 

The Board has received irrevocable undertakings from both BPI and Bentley (representing, in aggregate, 97.5 per cent. of the Company's issued share capital) to vote in favour of the Resolution to be proposed to Shareholders at the General Meeting to approve the De-listing.

 

Recommendation to Shareholders in relation to the De-Listing

 

The Board considers the De-listing to be in the best interests of Shareholders as a whole. Accordingly, the Board is unanimously recommending that Shareholders vote in favour of the Resolution at the General Meeting.

 

Offer from BPI

 

In the offer documentation relating to its offer for the Company published in July 2013 and subsequently in September 2013, BPI stated that if its offer became unconditional, then the current intention of BPI was to enable H.R. Owen to maintain its listing on the main market of the London Stock Exchange. However, as noted above, to comply with the UK listing requirements for premium listed companies, a company must have at least 25 per cent. of its shares in public hands, and as the number of outstanding shares in H.R. Owen now in public hands represents only approximately 2.5 per cent. of H.R. Owen's issued share capital, for the reason stated above the Board has decided to seek a De-listing and to cancel the Admission.

 

In light of the De-listing, it is considered appropriate that Qualifying Shareholders should be offered a further opportunity to sell their Shares to BPI at 170 pence per Share, being the same price as the Increased Mandatory Cash Offer that BPI made on 12 September 2013 and which the H.R. Owen Board recommended at the time.

 

Shareholders will find set out in Appendices I and II of the Circular, details of an offer from BPI to Qualifying Shareholders at a price of 170 pence per Share and the terms under which this offer by BPI will be made. The Shares acquired by BPI pursuant to the BPI Offer will be acquired fully paid with full title guarantee and free from all liens, charges, equities, encumbrances, options, rights of pre-emption and other third party rights and interests of any nature whatsoever and together with all rights attaching thereto, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after 19 February 2014.

 

Views of the H.R. Owen Board

 

When BPI made its original offer for H.R Owen, the intention of BPI was to maintain admission of the Ordinary Shares of H.R. Owen on the Official List and for trading in the Company's shares to continue on London Stock Exchange's main market for listed securities. Certain Shareholders may therefore have decided not to accept the Increased Mandatory Cash Offer for the Company in order to maintain their investment in H.R. Owen which they assumed would remain a listed business.  

 

However, upon De-listing there is likely to be very limited trading in H.R. Owen Shares. It is therefore likely that there will be limited opportunity for Shareholders in H.R. Owen to realise their investment after De-listing.

 

The BPI Offer therefore represents an opportunity for Qualifying Shareholders to achieve an immediate cash exit for their Shares, prior to De-listing taking effect, at a price equal to the price of the Increased Mandatory Cash Offer that BPI announced on 12 September 2013 and which the Board felt represented fair value for the Company and subsequently recommended all Shareholders to accept on 13 September 2013.

 

H.R. Owen Board Recommendation in relation to the BPI Offer

 

The Board considers that the BPI Offer provides Qualifying Shareholders with an opportunity to realise their investment in the Company at a price equal to the price of the Increased Mandatory Cash Offer and unanimously recommends that Qualifying Shareholders who do not wish to hold their Shares in an unlisted company should accept the BPI Offer.

 

The BPI Offer will be open for acceptance to Qualifying Shareholders until 1.00 p.m. (London time) on 14 April 2014. Once the BPI Offer has closed and De-listing has occurred, the liquidity and marketability of Ordinary Shares will be significantly reduced and it is likely that there will be limited opportunities for Shareholders to realise their investments.

 

The expected timetable of key events and definitions used in this announcement are set out in the Appendix to this announcement.

 

Contacts

 

H.R. Owen plc (020 7245 1122)

Debbie Hewitt

 

Charles Stanley Securities (020 7149 6000)

Marc Milmo

Carl Holmes

James Greenwood

 

Halkin Communications (07904 680 547)

Sara Batchelor

 

 

Appendix

 

Expected Timetable of Key Events

 

Event

Date

Publication of the Circular

 19 February 2014

Latest time and date for receipt of completed Forms of Proxy and receipt of electronic proxy appointments via CREST

10.00  a.m. on 12 March 2014

General Meeting

10.00 a.m. on 14 March 2014

Record date for participation in the BPI Offer

6.00 p.m. on 14 March 2014

Latest time and date for receipt of Forms of Acceptance and TTE Instructions in relation to the BPI Offer

1.00 p.m. on 14 April 2014

Last day of dealings on the Official List

14 April 2014

Cancellation effective

8:00 a.m. on 15 April 2014

 

 

Definitions

 

The following definitions apply throughout this announcement unless the context requires otherwise:

 



"Admission"

the admission of the Ordinary Shares on the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities



"Bentley"

Bentley Motors Limited



"Board"

the board of directors of the Company



"BPI"

Berjaya Philippines Inc.



"BPI Offer"

the cash offer being made by BPI  at the BPI Offer Price to acquire the Shares held by Qualifying Shareholders at 6.00 p.m. on the BPI Offer Record Date



"BPI Offer Price"

170 pence in cash per Share



"BPI Offer Record Date"

 14 March 2014



"Cancellation" or "De-listing"

the cancellation of Admission



"Circular"

the circular posted by the Company to Shareholders on 19 February 2014, setting out details of the Cancellation and the BPI Offer and including the Notice of General Meeting



"Company" or "H.R. Owen"

H.R. Owen plc, a company registered in England and Wales with registered number 1753134



"FSMA"

the Financial Services and Markets Act 2000 of the United Kingdom, as amended



"General Meeting"

the general meeting of the Company to be convened by the Notice of General Meeting to be held at Jack Barclay, 18 Berkeley Square, London W1J 6AE at 10.00 a.m. on 14 March 2014



"Increased Mandatory Cash Offer"

the increased mandatory cash offer announced on 12 September 2013 by BPI at 170 pence per Ordinary Share to acquire the entire issued and to be issued share capital of the Company not already owned by BPI



"Listing Rules"

the listing rules and regulations published by the UKLA acting under Part VI of FSMA as amended from time to time



"London Stock Exchange"

London Stock Exchange plc



"Notice of General Meeting"

the notice of General Meeting set out at the end of the Circular



"Official List"

the list maintained by the United Kingdom Listing Authority in accordance with section 74(1) of FSMA for the purposes of Part VI of FSMA



"Ordinary Shares" or "Shares"

ordinary shares of 50 pence each in the capital of the Company



"Qualifying Shareholders"

Shareholders other than Bentley or any of its subsidiaries or associates



"Resolution"

the resolution set out in the Notice of General Meeting which seeks Shareholder approval for the De-listing



"Shareholders"

holders of the Ordinary Shares from time to time



"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland



"UK Listing Authority" or

"UKLA"

the Financial Conduct Authority in its capacity as competent authority under FSMA



 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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