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RNS Number : 1429I
Sutton Harbour Holdings PLC
22 November 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM, ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER
TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS DEEMED BY THE
COMPANY TO CONSTITUTE INSIDE INFORMATION UNDER THE MARKET ABUSE
REGULATION (EU) NO. 596/2014.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT.
22 November 2018
SUTTON HARBOUR HOLDINGS PLC
("Sutton Harbour" or "the Company")
Open Offer of up to 10,344,951 Open Offer Shares
at 29 pence per share to raise approximately GBP3.0 million
Notice of General Meeting
Sutton Harbour Holdings plc (AIM:SUH), is pleased to announce
that it will today post a circular to qualifying shareholders
regarding an Open Offer of up to 10,344,951 New Ordinary Shares at
29 pence ("Issue Price") to raise up to approximately GBP3.0
million (before expenses) conditional on the passing of the
Resolutions at the General Meeting. The Issue Price represents a
premium of 1.8 per cent to the closing price on 21 November 2018,
being the latest practical date prior to the announcement of the
Open Offer, and a 3.7 per cent discount to the 90-day volume
weighted average price (VWAP).
Qualifying Shareholders will have a Basic Entitlement of 77 Open
Offer Share for every 786 Existing Ordinary Shares held and will
also have the opportunity to apply for additional shares through
the Excess Application Facility.
The General Meeting will be held at 10 a.m. on 10 December 2018
at the offices of the Company's solicitors, Michelmores LLP, 6 New
Street Square, London EC4A 3BF.
The Company will be, today, posting a circular to shareholders
containing details of the Open Offer and the notice of the General
Meeting. Capitalised terms in this announcement are as defined in
that Circular.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2018
Record Date for entitlement to participate 6:00 p.m. on 20 November
in the Open Offer
Announcement of the Open Offer 22 November
Dispatch of this document, the Form of 22 November
Proxy and, to certain Qualifying Non-CREST
Shareholders, the Application Form
Ex-Entitlement Date for the Open Offer 8:00 a.m. on 22 November
Basic Entitlements and Excess Entitlements As soon as practicable
credited to CREST stock accounts of Qualifying after
CREST Shareholders 8:00 a.m. 23 November
Recommended latest time and date for 4:30 p.m. on 30 November
requesting withdrawal of Basic Entitlements
and Excess Entitlements from CREST
Latest time for depositing Basic Entitlements 3:00 p.m. on 3 December
and Excess Entitlements into CREST
Latest time and date for splitting Application 3:00 p.m. on 4 December
Forms (to satisfy bona fide market claims
only)
Latest time and date for return of Forms 10.00 a.m. on 6 December
of Proxy
Latest time and date for receipt of completed 11:00 a.m. on 6 December
Application Forms and payment in full
under the Open Offer or settlement of
relevant CREST instruction (as appropriate)
Record date for the General Meeting 6.00 p.m. on 6 December
Time and date of General Meeting 10.00 a.m. on 10 December
Results of General Meeting and Open Offer 10 December
announced through RNS
Admission of and dealings in Open Offer 8:00 a.m. on 11 December
Shares expected to commence on AIM
Open Offer Shares in uncertificated form 11 December
expected to be credited to accounts in
CREST (uncertificated holders only)
Expected date of despatch of definitive Within 10 Business
share certificates for the Open Offer Days of Admission
Shares in certificated form (certificated
holders only)
Notes:
1 The ability to participate in the Open Offer is subject to
certain restrictions relating to Qualifying Shareholders with
registered addresses or located or resident in countries outside
the UK (particularly the Excluded Overseas Shareholders), details
of which are set out in paragraph 6 of Part II of the Circular.
Subject to certain exceptions, Application Forms will not be
despatched to, and Open Offer Entitlements will not be credited to
the stock accounts in CREST of, Shareholders with registered
addresses in any of the Restricted Jurisdictions.
2 Each of the times and dates set out in the above timetable and
mentioned in the Circular is subject to change by the Company (with
the agreement of Arden), in which event details of the new times
and dates will be notified to the London Stock Exchange and the
Company will make an appropriate announcement to a Regulatory
Information Service.
3 References to times in this document are to London times unless otherwise stated.
4 Different deadlines and procedures for applications may apply
in certain cases. For example, if you hold your Ordinary Shares
through a CREST member or other nominee, that person may set an
earlier date for application and payment than the dates noted
above.
5 If you require assistance please contact Computershare on 0370
707 1326. The helpline is open between 8:30 a.m. - 5:30 p.m.,
Monday to Friday excluding public holidays in England and Wales.
Please note that Computershare cannot provide any financial, legal
or tax advice and calls may be recorded and monitored for security
and training purposes.
--Ends--
For further information:
Sutton Harbour Holdings plc 01752 204 186
Philip Beinhaker, Executive
Chairman
Arden Partners plc (Nominated
Adviser) 0207 614 5900
Paul Shackleton
Benjamin Cryer
Maria Gomez de Olea
Publication of this Announcement and availability of hard
copies
A copy of this Announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Sutton Harbour's website at
www.suttonharbourholdings.co.uk by no later than 12 noon on the
Business Day following the date of this Announcement.
Neither the content of Sutton Harbour's websites nor the content
of any websites accessible from hyperlinks on such website (or any
other websites) are incorporated into, or form part of, this
Announcement nor, unless previously published by means of a
Regulatory Information Service, should any such content be relied
upon in reaching a decision regarding the matters referred to in
this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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