TIDMJLH
RNS Number : 0764B
John Lewis Of Hungerford PLC
31 May 2023
31 May 2023
John Lewis of Hungerford plc
("John Lewis of Hungerford " or the "Company ")
Proposed cancellation of admission to trading on AIM of ordinary
shares, re-registration as a private limited company, adoption of
new articles of association and
notice of general meeting
John Lewis of Hungerford (AIM: JLH), the specialist manufacturer
and retailer of kitchens, bedrooms and freestanding furniture ,
announces the proposed cancellation of admission to trading on AIM
of its ordinary shares (the "Cancellation"), re-registration as a
private limited company (the "Re-registration") and adoption of new
articles of association (the "New Articles") (together, the
"Proposals").
The Directors have undertaken a review to evaluate the benefits
and drawbacks to the Company and its Shareholders of retaining the
admission to trading on AIM of the Ordinary Shares. This review has
included, amongst other matters, the limited trading in the
Ordinary Shares, the considerable cost associated with maintaining
the Company's admission to trading on AIM, the management time and
the legal and regulatory burden associated with being a quoted
company . For these reasons, the Directors have concluded that the
Proposals are in the best interests of the Company and its
Shareholders as a whole. Further details of the background to and
reasons for the Proposals are set out in Appendix I to this
announcement.
The Proposals are subject to Shareholder approval and
accordingly, a circular will be sent to Shareholders today setting
out the background to and reasons for the Proposals (the
"Circular") and which will contain a notice convening a general
meeting (the "General Meeting") at which Shareholders will be
invited to consider and, if thought fit, approve the resolutions to
implement the Proposals. Extracts of the Circular can be found in
Appendix I to this announcement.
To be passed, the Cancellation Resolution requires, pursuant to
Rule 41 of the AIM Rules, the approval of not less than 75 per
cent. of the votes cast by Shareholders at the General Meeting. The
resolution to approve the Re-registration and the adoption of the
New Articles also requires the approval of not less than 75 per
cent. of the votes cast by Shareholders at the General Meeting.
The General Meeting will be held at the Company's offices at
Unit B5, Grove Business Park, Downsview Road, Wantage, Oxfordshire
OX12 9FA on Friday, 16 June 2023 at 11am.
A copy of the Circular and the New Articles will be made
available later today on the Company's website at
www.john-lewis.co.uk/investors/.
Expected timetable of principal events
Announcement of the Proposals 31 May 2023
Posting of the Circular and Forms of Proxy 31 May 2023
Latest time and date for receipt of completed 11 a.m. on 14 June
Forms of Proxy 2023
Time and date of General Meeting 11 a.m. on 16 June
2023
Company's announcement of result of General 16 June 2023
Meeting
Expected last day of dealings in the Ordinary 28 June 2023
Shares on AIM
Expected time and date of the AIM Cancellation 7.00 a.m. on 29 June
2023
Expected date of Re-registration on or around 21 July
2023
Appendices
Please refer to Appendix I to this announcement which sets out
further details of the Proposals, as extracted from the
Circular.
Unless otherwise stated, capitalised terms in this announcement
have the meanings ascribed to them in Appendix II to this
announcement.
Enquiries:
John Lewis of Hungerford plc
Kiran Noonan - Chief Executive Officer and
Acting Chairman 01235 774300
Allenby Capital Limited (Nominated Adviser
and Broker)
Nick Naylor / George Payne (Corporate Finance)
Matt Butlin / Amrit Nahal (Sales and Corporate
Broking) 020 3328 5656
APPIX I - EXTRACTS FROM THE CIRCULAR TO SHAREHOLDERS
LETTER FROM THE ACTING CHAIRMAN
1. Introduction
On 11 May 2023, the Company announced the exchange of contracts
for a sale and leaseback transaction (the "Announcement)" in
respect of the Property for cash consideration of GBP3.0 million
(the "Sale and Lease Back Transaction"). Alongside the announcement
of the Sale and Leaseback Transaction, the Company also announced
the intended cancellation of admission to trading on AIM of the
Ordinary Shares, together with its proposed re-registration as a
private limited company, which will be accompanied by the adoption
of the New Articles.
The Cancellation Resolution is conditional, pursuant to Rule 41
of the AIM Rules, upon the approval of not less than 75 per cent.
of the votes cast by Shareholders (whether present in person or by
proxy) at the General Meeting, notice of which is set out at the
end of this Document.
The Company is seeking Shareholders' approval of the
Resolutions, including the Cancellation Resolution, at the General
Meeting, which has been convened for 11 am on Friday, 16 June 2023
at the Company's offices at Unit B5, Grove Business Park, Downsview
Road, Wantage, Oxfordshire OX12 9FA. If the Cancellation Resolution
is passed at the General Meeting, it is anticipated that the
Cancellation will become effective at 7.00 a.m. on 29 June
2023.
The purpose of this Document is to seek Shareholders' approval
for the Resolutions, to provide information on the background and
reasons for, and consequences of, the Cancellation, the
Re-registration and the adoption of the New Articles and to set out
why the Directors unanimously consider the Cancellation, the Re-
registration and the adoption of the New Articles to be in the best
interests of the Company and its Shareholders as a whole.
Shareholders should note that the Directors intend to offer
Shareholders the opportunity to sell their Ordinary Shares through
the Buy Back Offer later in the year, following completion of the
Capital Reorganisation and the Company's audit for the year ending
30 June 2023. Several large Shareholders have informally indicated
to the Board that they do not intend to sell any of their Ordinary
Shares should the Buy Back Offer be implemented. In addition, the
Directors do not intend to sell any of their Ordinary Shares should
the Buy Back Offer be implemented. Further details about the Buy
Back Offer will be sent to Shareholders later this year.
The Notice convening the General Meeting is set out at the end
of this Document.
2. Reasons for the Cancellation
The Directors have conducted a review of the benefits and
drawbacks to the Company and its Shareholders in retaining its
quotation on AIM and maintaining its existing corporate structure.
The Board believes that the Cancellation is in the best interests
of the Company and its Shareholders as a whole. In reaching this
conclusion, the Directors have considered the following key
factors, amongst others:
-- in light of the limited trading in the Ordinary Shares, the
considerable cost associated with maintaining the Company's
admission to trading on AIM of the Ordinary Shares (such as
nominated adviser and broker fees, London Stock Exchange fees and
the costs associated with being a quoted company in having a higher
level corporate governance and audit scope, which the Directors
estimate in aggregate amount to circa. GBP250,000 per annum) are,
in the Directors' opinion, disproportionately high, when compared
to the benefits, and the Board believes that these funds could be
better utilised;
-- the Board believes, with a lack of liquidity, the current
share price of the Ordinary Shares, and therefore the market
capitalisation of the Company, does not accurately reflect the
Company's value and adversely affects the ability of the Board to
pursue certain strategic objectives;
-- the management time and the legal and regulatory burden
associated with maintaining the Company's admission to trading on
AIM of the Ordinary Shares is, in the Directors' opinion,
disproportionate to the benefits to the Company;
-- the visibility afforded to competitors of the Company, by
virtue of the regular market updates is, in the Directors' opinion,
excessive and reduces the Company's ability to develop and promote
the business with the privacy and confidentiality that competitors
of the Company are able to do as private businesses; and
-- decision making can be geared towards stock-market updates
and can therefore be short term in its focus. The Board believes
that improvements in the operational management of the Company
following the Cancellation would contribute to the improved
performance of the Company.
Following careful consideration, the Directors believe that it
is in the best interests of the Company and Shareholders to seek
the proposed Cancellation at the earliest opportunity.
3. Principal effects of the Cancellation
The Directors are aware that certain Shareholders may be unable
or unwilling to hold Ordinary Shares in the event that the
Cancellation is approved and becomes effective. Such Shareholders
should consider selling their Ordinary Shares in the market prior
to the Cancellation becoming effective.
Under the AIM Rules, the Company is required to give at least 20
clear Business Days' notice of the Cancellation. Additionally, the
Cancellation will not take effect until at least 5 clear Business
Days have passed following the passing of the Cancellation
Resolution. If the Cancellation Resolution is passed at the General
Meeting, it is proposed that the last day of trading in the
Ordinary Shares on AIM will be 28 June 2023 and that the
Cancellation will take effect at 7.00 a.m. on 29 June 2023.
The principal effects of the Cancellation will be that:
-- there will be no formal market mechanism enabling
Shareholders to trade their Ordinary Shares on AIM or any other
recognised market or trading facility;
-- whilst the Ordinary Shares will remain freely transferrable,
it is possible that the liquidity and marketability of the Ordinary
Shares will, in the future, be even more constrained than at
present and that the value of such shares may be adversely affected
as a consequence;
-- in the absence of a formal market and quote, it may be more
difficult for Shareholders to determine the market value of their
investment in the Company at any given time;
-- the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply;
-- Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of certain
events and the requirement that the Company seek shareholder
approval for certain corporate actions, where applicable, including
substantial transactions, financing transactions, reverse
takeovers, related party transactions and fundamental changes in
the Company's business, including certain acquisitions and
disposals;
-- the Company will cease to have an independent nominated adviser and broker;
-- whilst the Company's CREST facility will remain in place post
the Cancellation, the Company's CREST facility may be cancelled in
the future and, although the Ordinary Shares will remain
transferable, they may cease to be transferable through CREST. In
this instance, Shareholders who hold Ordinary Shares in CREST will
receive share certificates; and
-- the Cancellation may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax
position should consult their own professional independent tax
adviser.
The Company will remain registered with the Registrar of
Companies in England and Wales in accordance with and subject to
the Companies Act 2006, notwithstanding the Cancellation.
Shareholders should also note that the Takeover Code will continue
to apply to the Company following the Cancellation for the period
of 10 years from the date of the Cancellation.
The Resolutions to be proposed at the General Meeting include
the adoption of the New Articles with effect from completion of the
Cancellation. A summary of the principal changes being made by the
adoption of the New Articles is included in Part II of this
Document.
The above considerations are not exhaustive, and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
4. Transactions in Ordinary Shares prior to and post the proposed Cancellation
Prior to Cancellation
Shareholders should note that they will be able to continue
trading in the Ordinary Shares on AIM prior to the date of the
Cancellation. If Shareholders approve the Cancellation, it is
anticipated that the last day of dealings in the Ordinary Shares on
AIM will be 28 June 2023.
Post Cancellation
Proposed Buy Back Offer
Once the Cancellation and Re-registration are completed, the
Company intends to undertake a share buyback transaction. It is
intended that this buyback transaction will be through the
implementation of a buyback offer through which the Company will
offer to purchase a certain maximum number of the Ordinary Shares
so as to provide those Shareholders who wish to sell their Ordinary
Shares with the opportunity to do so, subject to such transaction
complying with the Companies Act and possible scaling back of
applications should there be excess demand (the "Buy Back Offer").
Any Ordinary Shares successfully bought back by the Company,
pursuant to the Buy Back Offer, would subsequently be cancelled. It
is intended that if the Buy Back Offer is implemented it would be
conditional on, amongst other things, approval by Shareholders of a
capital reorganisation, which would involve the reduction of the
share premium account of the Company in order to create sufficient
distributable reserves (the "Capital Reorganisation"), and the
approval by Shareholders of the Buy Back Offer and its contractual
terms in accordance with the Companies Act. The Company expects to
commence the Buy Back Offer once its year-end audit for the year
ending 30 June 2023 has been completed. Whilst it is the Directors
intention to implement the Buy Back Offer, Shareholders will be
updated after the audit for the year ending 30 June 2023 has taken
place and Shareholders should note that there is no certainty that
the Buy Back Offer will be implemented.
The Directors currently anticipate that the Buy Back Offer, if
implemented, would be at a buy back price of approximately 1.5
pence per Ordinary Share, reflecting the average traded price of
the Ordinary Shares over the 4-week period prior to 11 May 2023
(being the date of the Announcement). Several large Shareholders
have informally indicated to the Board that they do not intend to
sell any of their Ordinary Shares should the Buy Back Offer be
implemented. In addition, the Directors do not intend to sell any
of their Ordinary Shares should the Buy Back Offer be
implemented.
The Board will write to Shareholders in due course should they
implement the Buy Back Offer with further details of its terms and
conditions.
With the Board focused on returning the Company to sustained
profitability, it expects the Company to improve this further
through the cost savings made from the Cancellation, together with
a materially improved balance sheet, subject to completion of the
Capital Reorganisation. It is the intention of the Board following
the intended Capital Reorganisation to thereafter distribute a
proportion of any profits on an ongoing basis in future years
through a combination of further share buybacks and/or dividend
payments.
Trading in Ordinary Shares post Cancellation
Following the Cancellation, the Company intends to consider the
alternative arrangements available to provide a mechanism to assist
Shareholders to sell Ordinary Shares should they so wish (including
the Company using its 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). However, there can be no certainty that any such
arrangements will be put in place and it is likely that it will be
much harder to sell Ordinary Shares following the Cancellation.
If Shareholders wish to buy or sell Ordinary Shares on AIM they
must do so prior to the Cancellation becoming effective. As noted
above, in the event that Shareholders approve the Cancellation, it
is anticipated that the last day of dealings in the Ordinary Shares
on AIM will be 28 June 2023.
5. Re-registration
Following the Cancellation, the Board believes that the
requirements and associated costs of the Company maintaining its
public limited company status will be difficult to justify and that
the Company will benefit from the more flexible requirements and
lower costs associated with private limited company status. It is
therefore proposed to re-register the Company as a private limited
company. In connection with the Re-registration, it is proposed
that the New Articles be adopted to reflect the change in the
Company's status to a private limited company. The principal
effects of the Re-registration and the adoption of the New Articles
on the rights and obligations of Shareholders and the Company are
summarised in Part II of this Document.
Application will be made to the Registrar of Companies for the
Company to be re-registered as a private limited company.
Re-registration will take effect when the Registrar of Companies
issues a certificate of incorporation on re-registration. The
Registrar of Companies will not issue the certificate of
incorporation on re-registration until the Registrar of Companies
is satisfied that no valid application can be made to cancel the
resolution to re-register the Company as a private limited
company.
6. Takeover Code
The Takeover Code applies to all offers for companies which have
their registered offices in the United Kingdom, the Channel Islands
or the Isle of Man if any of their equity share capital or other
transferable securities carrying voting rights are admitted to
trading on a regulated market or a multilateral trading facility in
the United Kingdom or on any stock exchange in the Channel Islands
or the Isle of Man.
The Takeover Code also applies to all offers for companies (both
public and private) which have their registered offices in the
United Kingdom, the Channel Islands or the Isle of Man and which
are considered by the Takeover Panel to have their place of central
management and control in the United Kingdom, the Channel Islands
or the Isle of Man, but in relation to private companies only if
one of a number of conditions are met, including that any of the
company's equity share capital or other transferable securities
carrying voting rights have been admitted to trading on a regulated
market or a multilateral trading facility in the United Kingdom or
on any stock exchange in the Channel Islands or the Isle of Man at
any time in the preceding 10 years.
Following the Cancellation and the Re-registration, the Takeover
Code will continue to apply to the Company for a period of ten
years from the Cancellation provided that the Company is considered
by the Takeover Panel to have its place of central management and
control in the United Kingdom, or the Channel Islands or the Isle
of Man. This is known as the "residency test". The way in which the
test for central management and control is applied for the purposes
of the Takeover Code may be different from the way in which it is
applied by the United Kingdom tax authorities, HMRC. Under the
Takeover Code, the Takeover Panel looks to where the majority of
the Directors are resident, amongst other factors, for the purposes
of determining where the Company has its place of central
management and control.
Based on the current composition of the Board, the residency
test will be satisfied and the Takeover Code will continue to apply
to the Company following the Cancellation and the Re-registration.
However, the Takeover Code could cease to apply to the Company in
the future if any changes to the composition of the Board result in
the majority of the Directors not being resident in the United
Kingdom, the Channel Islands and Isle of Man.
When the Takeover Code ceases to apply to the Company in the
future, Shareholders will not receive the protections afforded by
the Takeover Code in the event that there is a subsequent offer to
acquire their Ordinary Shares. This includes the requirement for a
mandatory cash offer to be made if either:
-- a person acquires an interest in shares which, when taken
together with the shares in which persons acting in concert with it
are interested, increases the percentage of shares carrying voting
rights in which it is interested to 30 per cent. or more; or
-- a person, together with persons acting in concert with it, is
interested in shares which in the aggregate carry not less than 30
per cent. of the voting rights of a company but does not hold
shares carrying more than 50 per cent. of such voting rights and
such person, or any person acting in concert with it, acquires an
interest in any other shares which increases the percentage of
shares carrying voting rights in which it is interested.
Brief details of the Takeover Panel, the Takeover Code and the
protections given by the Takeover Code are described below.
Before giving your approval to the Cancellation and the
Re-registration, Shareholders may want to take independent
professional advice from an appropriate independent financial
adviser.
The Takeover Code is issued and administered by the Takeover
Panel. The Company is a company to which the Takeover Code applies
and its Shareholders are accordingly entitled to the protections
afforded by the Takeover Code.
The Takeover Code and the Takeover Panel operate principally to
ensure that shareholders are treated fairly and are not denied an
opportunity to decide on the merits of a takeover and that
shareholders of the same class are afforded equivalent treatment by
an offeror. The Takeover Code also provides an orderly framework
within which takeovers are conducted. In addition, it is designed
to promote, in conjunction with other regulatory regimes, the
integrity of the financial markets.
The General Principles and Rules of the Takeover Code
The Takeover Code is based upon a number of General Principles
which are essentially statements of standards of commercial
behaviour. For Shareholders information, these General Principles
are set out in Part I of Appendix A. The General Principles apply
to all transactions with which the Takeover Code is concerned. They
are expressed in broad general terms and the Takeover Code does not
define the precise extent of, or the limitations on, their
application. They are applied by the Takeover Panel in accordance
with their spirit to achieve their underlying purpose.
In addition to the General Principles, the Takeover Code
contains a series of Rules, of which some are effectively
expansions of the General Principles and examples of their
application and others are provisions governing specific aspects of
takeover procedure. Although most of the Rules are expressed in
more detailed language than the General Principles, they are not
framed in technical language and, like the General Principles, are
to be interpreted to achieve their underlying purpose. Therefore,
their spirit must be observed as well as their letter. The Takeover
Panel may derogate or grant a waiver to a person from the
application of a Rule in certain circumstances.
Giving up the protection of the Takeover Code
A summary of key points regarding the application of the
Takeover Code to takeovers generally is set out in Part III of this
Circular. Shareholders are encouraged to read this information
carefully as it outlines certain important protections which
Shareholders will be giving up in the future if they agree to the
Cancellation and the Re-registration and the Company subsequently
ceases to be subject to the Takeover Code in the future.
7. Process for the AIM Cancellation
Under Rule 41 of the AIM Rules, it is a requirement that the AIM
Cancellation must be approved by not less than 75 per cent. of
votes cast by Shareholders at a general meeting of the Company. In
addition, any AIM quoted company that wishes for the London Stock
Exchange to cancel the admission of its shares to trading on AIM is
required to notify shareholders and to separately inform the London
Stock Exchange of its preferred cancellation date at least 20
Business Days prior to such date.
Accordingly, the Board is hereby convening the General Meeting
to vote on the Cancellation Resolution and has noti ed the London
Stock Exchange of the Company's intention, subject to the
Cancellation Resolution being passed at the General Meeting, to
cancel the Company's admission of the Ordinary Shares to trading on
AIM on 29 June 2023. The AIM Cancellation will not take effect
until at least ve clear Business Days have passed following the
passing of the Cancellation Resolution and a dealing notice has
been issued by the London Stock Exchange.
If the Cancellation Resolution is passed at the General Meeting,
it is expected that the last day of trading in Ordinary Shares on
AIM will be 28 June 2023 and that the AIM Cancellation will take
effect at 7.00 a.m. on 29 June 2023.
8. General Meeting action to be taken
The Cancellation requires the passing of the Cancellation
Resolution and the Re-registration and the adoption of the New
Articles require the passing of the Re-registration Resolution at
the General Meeting. Accordingly, a Notice convening the General
Meeting, to be held at the Company's offices at Unit B5, Grove
Business Park, Downsview Road, Wantage, Oxfordshire OX12 9FA at 11
am on Friday, 16 June 2023 is set out at the end of this
Circular.
Whether or not you propose to attend the General Meeting, you
are requested to complete the Form of Proxy in accordance with the
instructions printed thereon and return it, duly signed, together
with any power of attorney under which it is executed, as soon as
possible but in any event so as to arrive not later than 11 am on
14 June 2023. Alternatively, proxies may be submitted
electronically using the Registrar's online portal at
www.shareregistrars.uk.com by no later than 11 am on 14 June 2023.
The electronic submission of a proxy using the Registrar's online
portal or the completion and return of a Form of Proxy will not
preclude a Shareholder from attending and voting at the General
Meeting should they so wish.
9. Recommendation
The Directors consider that the Cancellation, the
Re-registration and the adoption of the New Articles are in the
best interests of the Company and its Shareholders as a whole and,
therefore, unanimously recommend that Shareholders vote in favour
of the Resolutions at the General Meeting, as they intend to do, or
procure to be done, in respect of, in aggregate, 19,623,178
Ordinary Shares (representing approximately 10.12 per cent of the
Issued Share Capital) to which they are beneficially entitled.
APPIX II - DEFINITIONS
The following de nitions and technical terms apply throughout
this announcement , unless the context otherwise requires:
"Act" or "Companies Act" the Companies Act 2006, as amended;
"Admission" the admission of the Ordinary
Shares to trading on AIM pursuant
to rule 6 of the AIM Rules;
"AIM" the market of that name operated
by London Stock Exchange;
"AIM Cancellation " or "Cancellation" the proposed cancellation of
admission of the Ordinary Shares
to trading on AIM;
"AIM Rules " the rules and guidance for companies
whose shares are admitted to
trading on AIM entitled "AIM
Rules for Companies" published
by the London Stock Exchange,
"Announcement" as amended from time to time;
has the meaning set out in paragraph
"Articles" 1 of Appendix I of this announcement;
the Company's existing articles
of association at the date of
the Circular;
"Business Day " a day (other than a Saturday
or Sunday or public holiday)
on which commercial banks are
open for general business in
"Buy Back Offer" London;
has the meaning set out in paragraph
4 of Appendix I of this announcement;
"Cancellation Resolution" resolution numbered 1 of the
Resolutions;
"Capital Reorganisation"
has the meaning set out in paragraph
4 of Appendix I of this announcement;
"Company" or "John Lewis of John Lewis of Hungerford plc
Hungerford" (or John Lewis of Hungerford
Limited following the Re-registration
and as the context implies),
a company incorporated in England
and Wales with company number
01317377, whose registered office
is Grove Business Park, Downsview
Road, Wantage, Oxfordshire, United
Kingdom, OX12 9FA;
"CREST" the electronic systems for the
holding and transfer of shares
in uncerti cated form operated
by Euroclear;
"CREST Participant" a person who is, in relation
to CREST, a system-participant
(as defined in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI2001/3755),
(as amended from time to time);
"Directors" or "Board" the directors of the Company
whose names are set out in the
Circular;
"Disclosure Guidance and Transparency the rules set out in the FCA's
Rules" Disclosure Guidance and Transparency
Rules sourcebook, including:
i) disclosure guidance in rules
1 to 3 which include signposts
to the disclosure requirements
in Articles 17, 18 and 19 of
the UK version of the Market
Abuse Regulation; ii) the transparency
rules in rules 4,5 and 6; iii)
the corporate governance rules
in rule 7; and iv) the rules
relating to primary information
providers in rule 8;
"Euroclear" Euroclear UK & International;
"FCA" the Financial Conduct Authority
of the United Kingdom;
"Form of Proxy " the form of proxy for use in
relation to the General Meeting
which accompanies the Circular;
"FSMA" the Financial Services and Markets
Act 2000 (as amended);
"Issued Share Capital" the 193,945,519 Ordinary Shares
in issue at the date of this
announcement;
"London Stock Exchange" London Stock Exchange Group plc;
"Market Abuse Regulation" or the EU Market Abuse Regulation,
"MAR" which came into effect on 3 July
2016 and, alongside the EU technical
standards for the EU Market Abuse
Regulation, was onshored into
UK law on 31 December 2020 by
the European Union (Withdrawal)
Act 2018, inclusive of changes
to the EU Market Abuse Regulation
made by the Market Abuse Exit
Regulations 2019;
"Notice" the notice convening the General
Meeting which is set out at the
end of the Circular;
"Ordinary Shares" the ordinary shares of 0.1 pence
each in the capital of the Company;
"Property" the freehold purpose-built
factory and administrative
headquarters in Grove Business
Park, Downsview Road, Wantage,
Oxfordshire, OX12 9FA;
"Regulatory Information Service" a service approved by the FCA
for the distribution to the public
of regulatory announcements;
"Registrar" Share Registrars Limited whose
registered office is at 27-28
Eastcastle Street, London, W1W
8DH;
"Registrar of Companies" Registrar of Companies in England
and Wales;
"Re-registration Resolution" resolution numbered 2 of the
Resolutions;
"Resolutions" the special resolutions proposed
to be passed at the General Meeting,
being the Cancellation Resolution
and the Re-registration Resolution;
"Restricted Jurisdiction(s)" the United States of America,
Canada, Australia, New Zealand,
the Republic of South Africa,
Japan and/or the Russian Federation;
"Sale and Lease Back Transaction" has the meaning set out in paragraph
1 of Appendix I of this announcement;
"Shareholder(s)" a holder(s) of Ordinary Shares;
"Share Schemes " the Company's Unapproved share
option plan and the Company's
EMI share option plan;
"Takeover Code " the City Code on Takeovers and
Mergers;
"Takeover Panel" the UK Panel on Takeovers and
Mergers; and
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland.
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END
MSCAMMFTMTTJBFJ
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May 31, 2023 02:00 ET (06:00 GMT)
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