TIDMHRO
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
Number of Percentage
H.R. Owen of Total Voting
Name of Shareholder Shares 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 10.00 a.m. on
of completed Forms of Proxy and receipt 12 March 2014
of electronic proxy appointments
via CREST
General Meeting 10.00 a.m. on
14 March 2014
Record date for participation in 6.00 p.m. on
the BPI Offer 14 March 2014
Latest time and date for receipt 1.00 p.m. on
of Forms of Acceptance and TTE Instructions 14 April 2014
in relation to the BPI Offer
Last day of dealings on the Official 14 April 2014
List
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 14 March 2014
Date"
"Cancellation" the cancellation of Admission
or "De-listing"
"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. H.R. Owen plc, a company registered
Owen" 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 the increased mandatory cash offer
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 London Stock Exchange plc
Exchange"
"Notice of General the notice of General Meeting set
Meeting" 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" ordinary shares of 50 pence each
or "Shares" 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 the United Kingdom of Great Britain
Kingdom" and Northern Ireland
"UK Listing Authority" the Financial Conduct Authority
or in its capacity as competent authority
"UKLA" under FSMA
This information is provided by RNS
The company news service from the London Stock Exchange
END
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