TIDMCIHL
RNS Number : 6535Q
Caribbean Investment Holdings Ltd
29 October 2021
29 October 2021
Caribbean Investment Holdings Limited
(the "Company")
Proposed Cancellation of Admission of Ordinary Shares to trading
on AIM and Notice of General Meeting
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
("MAR"). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INFORMATION IS
NOW CONSIDERED IN THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
NEITHER THIS ANNOUNCEMENT, NOR ANYTHING CONTAINED HEREIN, SHALL
FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER
OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
Caribbean Investment Holdings Limited (AIM: CIHL) or (the
"Company"), announces its intention to cancel the admission to
trading of the Company's ordinary shares ("Ordinary Shares") on AIM
(the "Cancellation").
The Company hereby provides the requisite 20 business days'
notice of the intended Cancellation. Subject to the requisite
approval by the Company's shareholders (the "Shareholders"), the
Company intends that the last day of trading of its Ordinary Shares
on AIM will be 29 November 2021, and the proposed Cancellation will
be effective from 7.00 am London time on 30 November 2021.
The Company's Notice of the General Meeting (the "Notice") and
the accompanying Form of Proxy, for use by Shareholders who hold
Ordinary Shares in certificated form and a Form of Direction, for
use by Depositary Interest holders in connection with the General
Meeting, will be published on the Company's website at
https://www.cihltd.co on 1 November 2021.
The Notice and this announcement set out the background to and
reasons for the Cancellation, additional information on the
implications of the Cancellation for the Company and its
Shareholders and why the Board believes the Cancellation to be in
the best interests of the Company and of the Shareholders as a
whole.
The Company is proposing to seek Shareholder consent to cancel
admission of its Ordinary Shares to trading on AIM. Pursuant to
Rule 41 of the AIM Rules, the Company has notified the London Stock
Exchange of the date of the proposed Cancellation. The AIM Rules
require that a cancellation of a company's shares from trading on
AIM requires the consent of not less than 75 per cent. of votes
cast by shareholders in a general meeting. The General Meeting of
the Company will be held at Third Floor, The Matalon Business
Centre, Coney Drive, Belize City, Belize, Central America at 12
p.m. (Belize time) /6 p.m. (UK time) on 17 November 2021.
The Company is not seeking to cancel the admission of the
Company's Ordinary Shares on the Bermuda Stock Exchange ("BSX"),
and the listing of the Company's Ordinary Shares on the Bermuda
Stock Exchange ("BSX") will continue after Cancellation. However,
the Company will seek the approval of the BSX for an upgrade in the
status of its listing from secondary listing to primary listing in
accordance with the Bermuda Stock Exchange Listing Regulations.
Expected Timetable of Principal Events
Announcement of the Cancellation ....................................................... 29 October 2021
Publication of the Notice of General Meeting....................................... 1 November 2021
Latest time and date for receipt of Forms 12 p.m. (Belize time)/6
of Direction........................ p.m. (UK time) on 14
November 2021
Latest time and date for receipt of Forms 12 p.m. (Belize time)
of Proxy .............................. /6 p.m. (UK time) on
15 November 2021
Time and date of General Meeting.......................................................... 12 p.m. (Belize time)
/6 p.m. (UK time) on
17 November 2021
Announcement of results of General Meeting....................................... 17 November 2021
Last day of admission to trading on AIM 29 November 2021
of the Company's Ordinary
Shares.....................................................................................
.......................
Expected date of Cancellation With effect from 7
........................................................................................... a.m.(UK time) on 30
..... November 2021
Expected date of the BSX becoming the 30 November 2021
Company's primary
listing....................................................................................
........................
Expected date of the amendments to the 6 December 2021
Articles of
Association................................................................................
...................
Notes:
1. References to times and dates above are to London times and
dates unless otherwise stated.
2. If the above times and/or dates change, the revised times
and/or dates will be notified, as appropriate, to the Financial
Conduct Authority and/or the Company's shareholders (by
announcement through the Regulatory Information Service of the
London Stock Exchange plc).
3. In the case of above events for which expected times and/or
dates are not yet known, the expected times and/or dates will be
notified once known, as appropriate, to the Financial Conduct
Authority and/or the Company's shareholder (by announcement through
the Regulatory Information Service of the London Stock Exchange
plc).
4. All events in the above timetable following the holding of
the General Meeting are conditional upon the passing of the
Resolutions.
5. The implementation of the amendments to the Articles of
Association is conditional upon registration of them with the BVI
Registrar of Companies.
For further information contact:
Caribbean Investment Holdings Limited
UK +44 (0)207 248 6700
Belize +501 227 7178
Cenkos Securities plc
Nicholas Wells +44 (0)207 397 8920
Note: This and other press releases are available at the
Company's web site: http://www.cihltd.co.
Introduction
The Company announces proposals to cancel the admission of the
Company's Ordinary Shares to trading on AIM (the "Cancellation")
and to amend the Articles of Association of the Company (together,
the "Proposals").
Shareholders are invited to attend the Company's General Meeting
("GM" or "General Meeting") to seek approval for the Proposals,
which will be held at the offices of the Company at Third Floor,
The Matalon Business Centre, Coney Drive, Belize City, Belize,
Central America at 12 p.m. (Belize time) (6 p.m. UK time) on 17
November 2021.
An explanation of the resolutions to be considered at the GM is
set out at the end of this announcement (together, the
"Resolutions"). Implementation of the Proposals is conditional upon
of the Resolutions being passed at the General Meeting.
If Shareholders wish to vote on the Resolutions but cannot
attend the GM, they can appoint a proxy to exercise all or any of
their rights to attend and vote at the GM by using one of the
methods set out in the additional notes to the Notice of General
Meeting.
Background
The Company's Ordinary Shares were admitted to trading on AIM in
April 1999.
Pursuant to Rule 41 of the AIM Rules for Companies (the "AIM
Rules"), the Company has notified the London Stock Exchange of the
intention to cancel the admission of the Company's Ordinary Shares
to trading on AIM, subject to shareholder approval. The AIM Rules
require that a cancellation of a company's shares from trading on
AIM requires the consent not less than 75 per cent. of votes cast
by shareholders in a general meeting.
Under the AIM Rules, the Company is required to give the London
Stock Exchange at least 20 business days' notice of the
Cancellation and separately notify shareholders that it wishes to
cancel the admission of its shares to trading on AIM. Accordingly,
the directors (through the Company's nominated adviser, Cenkos)
have notified the London Stock Exchange of the Company's intention,
subject to the Resolutions being passed at the General Meeting, to
cancel the admission of the Ordinary Shares to trading on AIM on 30
November 2021.
If Resolution 1 is passed at the General Meeting, it is proposed
that the last day of admission to trading on AIM of the Ordinary
Shares will be 29 November 2021 and that Cancellation will take
effect at 7.00 a.m. (UK time) on 30 November 2021. Subject to the
approval of Resolution 1, if Resolution 2 is passed at the General
Meeting, it is proposed that the amendments to the Articles of
Association shall be effective once registered
with the BVI Registrar of Companies, which is expected to occur on 6 December 2021.
Upon the Cancellation becoming effective, Cenkos Securities Plc
will resign as nominated adviser to the Company and the Company
will no longer be required to comply with the AIM Rules.
The Company is not seeking to cancel the admission of the
Ordinary Shares on the Bermuda Stock Exchange ("BSX"), and the
listing of the Ordinary Shares on the Bermuda Stock Exchange
("BSX") will continue after Cancellation. However, the Company will
seek the approval of the BSX for an upgrade in the status of its
listing from secondary listing to primary listing in accordance
with the Bermuda Stock Exchange Listing Regulations ("BSX
Regulations"). The directors have notified the BSX of the Company's
intention, subject to Shareholder approval, to cancel the admission
of the Ordinary Shares to trading on AIM, and have requested that
upon Cancellation occurring, the listing of the Ordinary Shares on
the BSX will be upgraded from a secondary listing to a primary
listing simultaneously with the Cancellation, and the BSX has given
a preliminary indication that it would be minded to grant such a
change in status, subject to the compliance by the Company with
various administrative requirements.
Reasons for the Cancellation
The board of directors of the Company (the "Board") has decided,
subject to the Resolutions being passed at the General Meeting, to
implement the Cancellation for the following reasons:
-- The trading volumes on AIM of the Ordinary Shares have been
low for a protracted period of time (other than since the
announcement on 23 September 2021 of the Company's Share Purchase
Plan (the "Share Purchase Plan")), and the Board considers that the
costs of maintaining the admission of the Ordinary Shares to
trading on AIM (including the costs of complying with the AIM Rules
for Companies) are disproportionate to the benefits to the Company
and Shareholders of continuing to maintain the admission of the
Ordinary Shares to trading on AIM.
-- The costs of maintaining the Company's listing as a primary
listing on the BSX are significantly lower, and are expected by the
Board to remain lower, than the costs to the Company of maintaining
the admission of the Ordinary Shares to trading on AIM (even if the
regulatory burden in Bermuda is expected to increase when the
Company ceases to be dual listed, and the BSX becomes the Company's
primary listing).
-- The Ordinary Shares will still be tradeable on the BSX (see
below for further details), in addition to which the Company
intends to implement a matched bargain facility with JP Jenkins
shortly following Cancellation. Once implemented, the matched
bargain facility will, in the Board's opinion, offer Shareholders a
suitable substitute trading mechanism in the Ordinary Shares.
-- Given the financial results of the Company for the year ended
31 March 2021 (as announced on 23 September 2021), the Board does
not foresee any short to medium term need for the Company to raise
additional funds by utilising the equity capital markets and,
therefore, does not consider there to be compelling reason to
maintain the Company's status as an AIM traded company,
particularly in light of the continuing listing on the BSX and
implementation of the matched bargain facility with JP Jenkins.
-- With the ongoing COVID-19 pandemic causing significant
uncertainty within global banking markets including the Caribbean
and Belize, the Company's Board has decided not to a pay a final
dividend for the year ended 31 March 2021. The Board will review
its dividend policy for the current fiscal year once banking
markets have returned to a more stable state.
Taking all of these factors into account, the directors believe
that it is no longer in the best interests of the Company or
Shareholders as a whole for the Company to retain its AIM
quotation.
Principal Effects of the Cancellation
The principal effects of Cancellation on Shareholders, which
have been considered by the directors, are expected to be as
follows:
-- the AIM Rules will no longer apply to the Company and,
accordingly, Shareholders will no longer be afforded the
protections given by the AIM Rules, although because the Ordinary
Shares will continue to be listed on the BSX, Shareholders will
continue to benefit from and be afforded by the BSX Regulations. In
particular the Company will not be bound to:
(i) comply with any of the corporate governance practices applicable to AIM companies;
(ii) announce substantial transactions and related party
transactions required under the AIM Rules; or
(iii) comply with the requirement under the AIM Rules to obtain
shareholder approval for reverse takeovers and fundamental changes
in the Company's business; or
(iv) comply with AIM Rule 26, obliging the Company to publish
prescribed information on its website;
-- Notwithstanding the above, the Company will be bound to
comply with the provisions of Section I and Section IIIA of the BSX
Regulations, which include, inter alia, the obligation to:
(i) announce any matter that (a) is necessary to enable the
public to appraise the financial position of the Company, (b) is
necessary to avoid the establishment of a false market in the
Ordinary Shares, (c) might reasonably be expected materially to
affect market activity in and the price of the Ordinary Shares;
(ii) prepare audited annual accounts within six (6) months of
the end of the financial period to which they relate, and make them
available, together with any interim financial statements published
by the Company, to investors or prospective investors; and
(iii) ensure equality of treatment of all holders of shares of the same class;
-- the Company will no longer be subject to the Market Abuse
Regulation (Regulation S96/2014) regulating inside information;
-- the Company will no longer be subject to the Disclosure
Guidance and Transparency Rules and will therefore no longer be
required to publicly disclose any change in major shareholdings in
the Company;
-- the Company will cease to retain a nominated adviser and
broker, in connection to its admission to AIM;
-- following Cancellation, the liquidity and marketability of
the Ordinary Shares will be significantly reduced and the value of
such Ordinary Shares may be consequently adversely affected. The
Company intends, however, to implement a matched bargain facility
with JP Jenkins (in addition to maintaining the Company's listing
on the BSX), in order to give Shareholders an opportunity to trade
the Ordinary Shares following Cancellation, the Ordinary Shares may
be more difficult to trade compared to shares of companies trading
on AIM;
-- it may be more difficult for Shareholders to determine the
market value of their investment in the Company at any given
time;
-- 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.
These considerations are not exhaustive and Shareholders should
seek their own independent advice when assessing the likely impact
of the Cancellation on them.
Shareholders should be aware that if Cancellation takes effect,
they will at that time cease to hold the Ordinary Shares in a
company whose shares are admitted to trading on AIM and the matters
set out above will automatically apply to the Company from the date
of Cancellation.
The Ordinary Shares and Depositary Interests ("DIs") will remain
freely transferable following the Cancellation. Due to the
Company's listing of the Ordinary Shares on the BSX, Shareholders
will continue to be able to trade their Ordinary Shares in that
format (subject to the below restrictions), and further the Company
will put in place a matched-bargain facility with JP Jenkins after
the Cancellation.
Matched Bargain Facility
The directors are aware that, should the Cancellation be
approved by shareholders and becomes effective, it would make it
more difficult to buy and sell Ordinary Shares following the
Cancellation. Therefore, the Company intends to implement a matched
bargain facility shortly after the Cancellation to assist
Shareholders with conducting transactions in the Ordinary Shares
(the "Matched Bargain Facility").
Should the Cancellation become effective, details of the Matched
Bargain Facility, which the directors expect to be run through JP
Jenkins, will be made available to Shareholders on the Company's
website. Under the Matched Bargain Facility, Shareholders or
persons wishing to acquire or dispose of Ordinary Shares will be
able to leave an indication with J P Jenkins, through their
stockbroker (J P Jenkins is unable to deal directly with members of
the public), of the number of Ordinary Shares that they are
prepared to buy or sell at an agreed price. In the event that J P
Jenkins is able to match that order with an opposite sell or buy
instruction, they would contact both parties and then effect the
bargain.
Shareholders will continue to be able to hold their Ordinary
Shares in uncertificated form and should check with their existing
stockbroker whether they are willing or able to conduct
transactions in unquoted shares.
Bermuda Stock Exchange
If the Cancellation takes effect, the listing of the Ordinary
Shares on the BSX will switch from a secondary listing to a primary
listing. As a result, as a non-Bermudian Company, the Ordinary
Shares will be subject to the "Restricted Marketing" regime under
the BSX Regulations, where trading in the Ordinary Shares on the
BSX would be limited to Qualified Investors (as defined under the
BSX Regulations). For those Shareholders who do not meet the
Qualified Investor criteria for Restricted Marketing (the
"non-Qualified Investors"), but still wish to trade their existing
holding of the Ordinary Shares via. the BSX, such non-Qualified
Investor may only dispose of their Ordinary Shares to Qualified
Investors, and may only acquire more of the Ordinary Shares via.
the BSX if such acquisition results in them becoming a Qualified
Investor.
Depositary Interest facility
The Company's existing DI facility in the UK will not be
terminated, but rather will remain open. DI holders can, if they
wish, request to withdraw their DIs from the facility and have
Ordinary Shares issued to them (or the underlying beneficial owner)
on the Bermuda share register. Such Ordinary Shares would then be
eligible for deposit with the Bermuda Securities Depository and
tradeable on the BSX (subject to the above restrictions and the
Bermuda Securities Depository Regulations).
If DI holders have any questions about the process to withdraw
DIs from CREST they can contact the DI Depositary, Link Group, on
0371 664 0335 (or +44 208 639 3135 from outside the United
Kingdom). Calls inside and outside of the UK are charged at the
standard geographic rate and will vary by provider. Link Group are
open between 9.00 am - 5.30 pm (UK time), Monday to Friday
excluding public holidays in England and Wales. Please note that
Link Group cannot provide any financial, legal or tax advice, and
calls may be recorded and monitored for security and training
purposes.
Share Purchase Plan
As announced by the Company on 23 September 2021, the Company
has established a Share Purchase Plan to buy back Ordinary Shares
for cancellation. The Share Purchase Plan commenced on 23 September
and will, unless terminated at an earlier date, expire on March 31,
2022. Under the Share Purchase Plan, the Company previously
instructed its broker, Cenkos Securities Plc, to acquire the
Ordinary Shares to an aggregate amount of GBP2.0 Million (by market
value) for the period up to March 31, 2022. If the Cancellation
takes effect, the Company expects to continue to operate the Share
Purchase Plan via. the matched-bargain facility with JP
Jenkins.
Amendment to the Articles of Association
In conjunction with the Cancellation, the Company is also
seeking to amend its Articles of Association, as further detailed
in the explanatory note to Resolution 2 set out below.
Ongoing shareholder communication
In line with the Company's recent communication to Shareholders,
the Company will continue to communicate with Shareholders via. its
website, email or printed hard copy communications, as has been
selected by Shareholders.
Ongoing strategy of the Company following Cancellation
The Company's strategy will remain unchanged as a result of the
Cancellation, and as previously noted, the directors will review
the Company's dividend policy for the current fiscal year once
banking markets have returned to a more stable state.
Recommendation
The Board believes that the Cancellation will allow the Company
to execute its strategy whilst reducing its cost base. As such, the
Board believes that the Proposals to be considered at the GM are in
the best interests of the Company and its Shareholders as a whole.
The Board unanimously recommends that Shareholders vote in favour
of each of them, as they intend to do in respect of their own
beneficial holdings of Ordinary Shares (and each of Peter Gaze and
Philip Osborne has irrevocably undertaken to vote in favour of the
Resolutions in respect of their aggregate holding of the Company's
shares, representing approximately 0.89 per cent. and 0.3 per cent,
respectively).
Lord Ashcroft, KCMG PC, the majority shareholder in the Company,
has also irrevocably undertaken to vote in favour of the
Resolutions in respect of his aggregate holding of the Ordinary
Shares representing approximately 79.5 per cent. of the Ordinary
Shares.
Resolutions to be tabled at the General Meeting
Cancellation
1. THAT the cancellation of the admission of the ordinary shares
of the Company to trading on AIM, the market of that name operated
by London Stock Exchange plc, be and is hereby approved.
Articles of Association
2. THAT, subject to and conditional upon Resolution 1 being
approved by shareholders at the General Meeting, the articles of
association of the Company contained in the document produced to
the General Meeting and for the purposes of identification marked
"[A]" and initialled by the Chairman of the General Meeting be
adopted as the new articles of association of the Company in
substitution for, and to the exclusion of, all the existing
articles of association of the Company.
Explanatory Notes
Cancellation of admission to AIM: Resolution 1
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by
shareholders at a General Meeting of the Company.
Articles of Association: Resolution 2
Under Resolution 2, the Company is proposing to adopt new
articles of association in substitution for the existing articles
of association, in conjunction with the Cancellation and to address
a number of historic requirements incorporated in the Articles of
Association that are no longer applicable to the Company. The
principal changes introduced by the new articles of association are
summarised below:
-- Removal of the requirement that "Publicly Held Shares" (as
defined in the Articles of Association) carry at least 35% of the
Voting Rights, and related definitions - following the
Cancellation, the Company is proposing to remove the article that
requires that "Publicly Held Shares" (i.e. those of the Company's
shares not held by any shareholder who holds more than 5% of the
total voting rights of the Company), will always carry at least 35%
of the total voting rights of the Company. This is a historic
requirement that is no longer applicable to the Company, so the
Board would propose to use this opportunity to remove this
requirement.
-- Removal of Article 98 relating to "Business Combinations" by
"Interested Persons" (as defined in the Articles of Association ) -
following the Cancellation, the Company is proposing to remove
Article 98, previously introduced as a "poison pill" defence that
prevented an "Interested Shareholder" (a shareholder with more than
15% of the total voting rights of the Company, excluding Lord
Ashcroft, KCMG PC, as a "Grandfathered Person") from seeking to
acquire control of the Company or its subsidiary through various
forms of "Business Combination", without the consent of the Board.
This article provided the Board with a defence in the event of a
hostile takeover. Following the Cancellation, the Board no longer
considers that such a provision would be required by the Company
and would propose to use this opportunity to remove this
restriction.
-- Inclusion of new shareholder "drag rights" that would apply
to transfers of shares above a certain threshold - after the
Cancellation, the Board would propose to incorporate "drag" rights
that will apply to in the event that a "majority shareholder"
(which means any shareholder that together with its relevant
nominees holds more than 50% of the ordinary shares), wishes to
dispose a "controlling interest" (which an interest of more than
50% in nominal value of the Company's shares), on bona fide arm's
length terms, such majority shareholder shall be able to drag the
holders of all shares not already owned by the person making the
offer, who shall be bound to accept or be deemed to have accepted
the offer in respect of their shares provided that all obligations
imposed on the selling shareholders are in all material respects
identical and do not oblige a shareholder to give any
representation, warranty or similar assurance except as to his
right to sell the shares registered in his name free from all
encumbrances. The proposed "drag" rights will offer an exit
mechanism for all shareholders on the same terms, and in
particular, ensure that any offers to minority shareholders will be
on the same terms as any offer to such majority shareholder. The
Board is not aware of any present intention to exercise these
rights.
Resolution 2 must be approved by a simple majority of the votes
of shares entitled to vote.
A copy of the articles of association of the Company marked to
show the changes proposed by Resolution 2 together with a copy of
the revised articles of association will be available for
inspection at www.cihltd.co from the date of this notice until the
conclusion of the General Meeting.
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MSCMPBJTMTJTTAB
(END) Dow Jones Newswires
October 29, 2021 02:00 ET (06:00 GMT)
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