Raven Russia Limited Notice of AGM and Tender Offer (3189M)
April 27 2018 - 2:00AM
UK Regulatory
TIDMRUS
RNS Number : 3189M
Raven Russia Limited
27 April 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
27 April 2018
Raven Russia Limited ("Raven Russia" or "the Company")
2017 Annual Report, Notice of Annual General Meeting and
amendments to the Company's articles of incorporation ("the
Articles")
Proposed Purchase of 1 in every 17 Ordinary Shares of 1p each in
the Company ("Ordinary Shares") at 52p per share by way of a tender
offer ("the Tender Offer")
On 12 March 2018, the Board of Raven Russia announced in its
results for the year ended 31 December 2017, that the Company
intended to offer to purchase 1 in every 17 Ordinary Shares by way
of a tender offer at a price of 52p per share. The Tender Offer
will also present tendering shareholders with an opportunity to
sell more than their pro rata entitlement (up to their entire
holding of Ordinary Shares) to the extent that other shareholders
tender less than their pro rata entitlement. In such case, surplus
tenders will be accepted in proportion to the number of additional
Ordinary Shares tendered so that the total number of Ordinary
Shares purchased does not exceed 38,857,185 (assuming no valid
exercise of the Company's warrants or conversion of the Company's
cumulative convertible redeemable preference shares of no par value
("Convertible Preference Shares") in the period). If the maximum
number of 38,857,185 Ordinary Shares is acquired (assuming no valid
exercise of the Company's warrants or conversion of the Company's
Convertible Preference Shares in the period), this will result in
an amount of GBP20.2 million being paid by the Company to its
shareholders. It is intended that the Ordinary Shares purchased
under the Tender Offer will be cancelled and not available for
re-issue.
The Tender Offer is open to all holders of Ordinary Shares on
the Company's register at 6.00 p.m. on Wednesday 30 May 2018, who
may participate by tendering all or a proportion of their pro rata
entitlement of Ordinary Shares at 1 for 17 at 52p per share. No
Ordinary Shares will be purchased in relation to the Tender Offer
unless the relevant resolution to be proposed at the Annual General
Meeting is passed.
Raven Russia notes the recent announcement by Aviva plc of its
ability to cancel certain irredeemable shares it had issued at or
close to par value through a reduction of capital, and the
resulting interest from the UK Financial Conduct Authority and a
number of institutional investors. The Company has taken its own
legal advice on the matter. In light of that advice, the Board
considers it appropriate to put to shareholders at the Annual
General Meeting proposed amendments to the Articles that would
provide that a reduction of capital of the Company's cumulative
redeemable preference shares of 1p each ("Preference Shares") or
Convertible Preference Shares (which, in effect, could implement a
cancellation of such shares at a significant discount to their
market price) should require the specific class consent of the
relevant class of shares. The amendments will also require the
class consent of the holders of Preference Shares (in so far as
they relate to the rights attaching to the Preference Shares) and
the holders of Convertible Preference Shares (in so far as they
relate to the rights attaching to the Convertible Preference
Shares).
The Company is also seeking shareholder approval at the Annual
General Meeting to change its name to Raven Property Group
Limited.
Raven Russia announces that it will be posting to shareholders
today a circular containing full details of the Tender Offer, the
2017 Annual Report and a notice of the Annual General Meeting
convened for 10.00 a.m. on Thursday 31 May 2018. Circulars
convening class meetings of the preference shareholders and
convertible preference shareholders (in respect of the proposed
amendments to the Articles) at 11.00 a.m. and 11.15 a.m.,
respectively, on Thursday 31 May 2018 will also be posted to
preference shareholders and convertible preference shareholders
today.
Copies of the circulars, the tender offer forms, the 2017 Annual
Report and the forms of proxy will be submitted to the National
Storage Mechanism and will shortly be available for inspection at
http://www.morningstar.co.uk/uk/nsm In addition, the circulars and
2017 Annual Report will be available on the Raven Russia website
(www.ravenrussia.com) and each of the documents may also be
obtained from the Company Secretary.
The Company is considering secondary listings of its securities
on the Johannesburg and Moscow exchanges and will update the market
as these progress.
Enquiries
Raven Russia Limited Tel: + 44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications Tel: +44 (0) 203 151 7008
Tim Robertson
Toby Andrews
N+1 Singer Tel: +44 (0) 20 7496 3000
Corporate Finance - James Maxwell / Liz Yong
Sales - Alan Geeves / James Waterlow
Numis Securities Limited Tel: + 44 (0) 207 260 1000
Alex Ham / Jamie Loughborough / Alasdair Abram
Ravenscroft Tel: + 44 (0) 1481 729100
Jade Cook
About Raven Russia
Raven Russia was founded in 2005 to invest in class A warehouse
complexes in Russia and lease to Russian and International tenants.
Its Ordinary Shares, Preference Shares and Warrants are listed on
the Main Market of the London Stock Exchange and admitted to the
Official List of the UK Listing Authority and the Official List of
The International Stock Exchange ("TISE"). Its Convertible
Preference Shares are admitted to the Official List of TISE and to
trading on the SETSqx market of the London Stock Exchange. The
Group operates out of offices in Guernsey, Moscow and Cyprus and
has an investment portfolio of circa 1.8 million square metres of
Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don and
Novosibirsk and 49,000 square metres of commercial office space in
St Petersburg. For further information visit the Company's website:
www.ravenrussia.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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