Tiso Blackstar Group SE Cancellation of AIM listing (4660H)
13 Março 2018 - 4:00AM
UK Regulatory
TIDMTBGR
RNS Number : 4660H
Tiso Blackstar Group SE
13 March 2018
Tiso Blackstar Group SE
(Incorporated in England and Wales)
(Company number SE 000110)
(registered as an external company with limited liability in the
Republic of South Africa under registration number
2011/008274/10)
LSE Ticker: TBGR
JSE share code: TBG
ISIN: GB00BF37LF46
("Tiso Blackstar" or the "Company")
CANCELLATION OF AIM LISTING
Introduction
Tiso Blackstar announces that the board has decided to apply for
the cancellation of the primary listing of its shares on the
Alternative Investment Market of the London Stock Exchange ("AIM")
to be effective from 7:00am GMT on Tuesday, 17 April 2018.
The primary listing of Tiso Blackstar shares on the exchange
operated by the JSE Limited ("JSE") will continue and is not
affected by the cancellation of the AIM listing.
On cancellation of the AIM listing, the shares held on the UK
Register will be transferred to the South African Register (the
"Transfer of Shares").
Background
Tiso Blackstar listed on AIM in January 2006 and raised GBP80
million of capital at the time. In 2011, the Company completed a
secondary listing on the Alternative Exchange of the JSE ("Altx").
In July 2017, the Company transferred its listing from a secondary
listing on Altx to a dual primary listing on AIM and the Mainboard
of the JSE.
Tiso Blackstar's AIM shareholding has declined significantly
since listing on the JSE, accelerated by the 2015 merger with Times
Media Group, with the split between the UK Register (AIM) and the
South African Register (JSE) migrating from 100% AIM and 0% JSE, to
12% AIM and 88% JSE. Given the South African dominated asset base,
this trend is only likely to continue. The liquidity of the shares
on AIM has been low.
AIM listing related costs are substantial and as a result of the
dual primary listing, the principle of applying both sets of
regulations must be adhered to, which can be challenging from a
practical perspective, creating additional regulatory complexity,
costs and decreased operating flexibility. This cost and complexity
comes with no benefit of increased share liquidity or potential to
raise capital. The cancellation of the AIM listing will result in
substantial savings for the Company in both recurring and future
deal-related costs and will reduce complexity.
As at 28 February 2018 Tiso Blackstar had 272,307,233 ordinary
shares in issue. These shares are all listed on the JSE and on AIM.
The shares are held in two registers namely the UK Register
administered by Link Asset Services ("Link UK") and the South
African Register administered by Link Market Services Pty Ltd
("Link SA").
As at 28 February 2018, the Company's issued share capital was
split between the two registers as follows:
Register Number of shares % of total shares
--------------- ----------------- ------------------
South African
Register 228,790,461 88%
--------------- ----------------- ------------------
UK Register 32,129,042 12%
--------------- ----------------- ------------------
Total 272,307,233 100%
--------------- ----------------- ------------------
The cancellation of the AIM listing and resulting Transfer of
Shares will only affect those shareholders whose shares are
currently held on the UK Register. Shareholders whose shares are
held on the South African Register, including all shareholders
holding shares via a Central Securities Depository Participant
("CSDP") on the Central Securities Depository operated by Strate
Pty Ltd ("Strate CSD"), will be unaffected.
The Company will remain subject to the UK Takeover Code.
Procedure for cancellation of AIM listing
Shareholder approval for the cancellation of the AIM listing is
not required, as a result of the continued listing of Tiso
Blackstar shares on the JSE, which is an AIM Designated Market.
The shares on the UK Register on Monday, 16 April 2018, will be
transferred from the registered shareholder account on the UK
Register to a Link SA custodian account on the South African
Register, held in the shareholder's name.
Shareholders whose shares have moved to the South African
Register from the UK Register will then have the option of having
their shareholding dematerialised into a Link SA CSDP account on
the Strate CSD in South Africa or to any other financial
institution via a CSDP to enable their shares to be traded on the
JSE.
Tiso Blackstar will be sending a letter to shareholders on the
UK register in due course to advise them of the details of these
procedures and to obtain their instructions. A copy of the letter
will be available on the Company's website at
www.tisoblackstar.com
Cancellation of the listing of Tiso Blackstar's shares on AIM
will be effective at 7:00am GMT Tuesday, 17 April 2018 and the last
day to trade before the transfer of shareholdings from the UK
Register to the South African Register, as described above, is
Monday, 16 April 2018
London
13 March 2018
For further information, please contact:
Tiso Blackstar Group +44(0) 20
SE Leanna Isaac 78876017
Northland Capital Partners Tom Price / Jamie +44(0) 20
Limited Spotswood 3861 6625
+27(0) 11
JSE Sponsor: One Capital Sholto Simpson 550 5000
---------------------------- ------------------- -----------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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March 13, 2018 03:00 ET (07:00 GMT)
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