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RNS Number : 0505I Armadale Capital PLC 14 October 2024
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 OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 WHICH FORMS PART OF DOMESTIC UK
LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Armadale Capital Plc
("Armadale" or the "Company")
Proposed Cancellation of admission of Ordinary Shares to trading on AIM
Proposed Re-registration as a Private Limited Company
Adoption of New Articles of Association
and
Notice of General Meeting
Armadale Capital Plc (AIM: ACP), the AIM quoted investment company focused on
natural resource projects in Africa, today announces the proposed cancellation
of the admission of its ordinary shares to trading on AIM (the
"Cancellation"), re-registration of the Company as a private limited company
(the "Re-registration") and the adoption of new articles of association (the
"New Articles").
A circular ("Circular") will tomorrow be sent to Shareholders, setting out the
background to and reasons for the proposed Cancellation and the
Re-registration and associated adoption of the New Articles. The Circular will
also contain a notice convening a general meeting ("General Meeting"), at
which Shareholders are invited to consider and, if thought fit, approve the
proposed Cancellation and the Re-Registration and the associated adoption of
the New Articles.
The General Meeting will be held at Suite 23, Railway Road, Subiaco, Perth,
Western Australia 6008 on 31 October 2024 at 8:00 a.m. GMT (4:00 p.m. AWST).
The Directors consider that the proposals are in the best interests of the
Company and its shareholders as a whole and, therefore, unanimously recommend
that you vote in favour of the Resolutions at the General Meeting as each of
the Directors intends to vote, or procure the vote, in respect of, in
aggregate, 62,068,988 Ordinary Shares to which they or their connected persons
are beneficially entitled, representing approximately 9.5% of the Company's
issued ordinary share capital.
The Circular and the notice of General Meeting will be made available shortly
on the Company's website at http://armadalecapitalplc.com
(http://armadalecapitalplc.com) and defined terms used in this announcement
shall have the meaning ascribed to them in the Circular.
Process for Cancellation
Under the AIM Rules, it is a requirement that the Cancellation must be
approved by Shareholders holding not less than 75 per cent. of votes cast by
Shareholders at the General Meeting. Accordingly, the notice of General
Meeting set out in the Circular contains a special resolution to approve the
Cancellation (the "Cancellation Resolution").
Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the
London Stock Exchange to cancel the admission of its shares to trading on AIM
to notify shareholders and to separately inform the London Stock Exchange of
its preferred cancellation date at least 20 clear business days prior to such
date. In addition, a period of at least five clear business days following
Shareholders' approval of the Cancellation is required before the Cancellation
may become effective.
In accordance with AIM Rule 41, the Directors have notified the London Stock
Exchange of the Company's intention, subject to the Cancellation Resolution
being passed at the General Meeting on 31 October 2024, to cancel the
Company's admission of the Ordinary Shares to trading on AIM. Accordingly, if
the Cancellation Resolution is passed by the Shareholders, the Cancellation
will become effective at 7.00 a.m. on 13 November 2024.
The full timetable of expected events is set out at the end of this
announcement.
Process for Re-registration
Following the Cancellation, the Directors believe that the requirements and
associated costs of the Company maintaining its public 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 will be summarised in the Circular. Under the Companies Act 2006, the
Re-registration and the adoption of the New Articles must be approved by
Shareholders holding not less than 75 per cent. of votes cast by Shareholders
at the General Meeting (the "Re-registration Resolution").
If the Cancellation Resolution and the Re-registration Resolution are approved
at the General Meeting, an 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 issue the certificate of incorporation on Re-registration when it is
satisfied that no valid application can be made to cancel the Re-registration
Resolution or that any such application to cancel the Re-registration
Resolution has been determined and confirmed by the Court.
Directorate Changes
The current directors will remain in place after the proposed Cancellation and
Re-registration process.
Trading in the Ordinary Shares before and after Cancellation
Should Cancellation be approved by Shareholders at the General Meeting, the
Company will consider implementing a matched bargain facility which would
facilitate Shareholders buying and selling Ordinary Shares on a matched
bargain basis following Cancellation.
Shareholders should however be aware that the implementation of a matched
bargain facility is only under consideration at this stage and there can be no
guarantee that the Company will conclude that putting such a matched bargain
facility in place is beneficial for Shareholders. Shareholders should
therefore also be aware that should a matched bargain facility ultimately not
implemented, it may be difficult to buy and sell Ordinary Shares in Armadale
following the Cancellation should they wish to do so.
For further information contact:
Enquiries:
Armadale Capital Plc +44 (0) 20 7236 1177
Matt Bull, Director
Nomad and Broker: Cavendish Capital Markets Limited +44 (0) 20 7220 0500
Neil McDonald / Seamus Fricker
Expected Timetable of Principle Events
Event Time and/or date
Announcement of proposed Cancellation, Re-registration and adoption of New 14 October 2024
Articles
Publication and posting of this Document 15 October 2024
Latest time for receipt of proxy appointments in respect the General Meeting 8:00 a.m. on 29 October 2024
General 8:00 a.m. on 31 October 2024
Meeting
Announcement of result of General 31 October 2024
Meeting
Last day of dealings in Ordinary Shares on 12 November 2024
AIM
Cancellation 7:00 a.m. on 13 November 2024
Expected re-registration as a private company Week commencing 25 November 2024
Notes:
1) All of the times referred to in this Document refer to London time,
unless otherwise stated.
2) The timetable above assume that the Resolutions set out in the
Notice of General Meeting are passed. Events listed in the above timetable
following the General Meeting are conditional on the Resolutions being passed
at the General Meeting without amendment.
3) Each of the times and dates in the above timetable is subject to
change. If any of the above times and/or dates change, the revised times and
dates will be notified to Shareholders by an announcement through a
Regulatory Information Service.
Background to and reasons for the Proposed Cancellation and Re-registration
As part of the Company's stated strategy, and after careful consideration and
consultation with key stakeholders, the Directors have unanimously concluded
that being publicly listed is not currently to the benefit of the Company and
that the Cancellation is in the best interests of the Company and its
Shareholders as a whole. The Directors believe that, despite the quality of
the Company's assets and their potential for development, it is no longer
financially viable for Armadale to continue as an AIM quoted business given
the associated costs which could be directed towards the development of the
Company's projects.
In reaching this conclusion, the Board has considered the following key
factors (amongst others):
· The Company's need to minimise cash burn in advance of development
funding being available and the elimination of all non-core costs to help
achieve that. A continued AIM listing has become disproportionately costly and
burdensome from a regulatory perspective given the Company's current stage of
development.
· The lack of liquidity in the Company's shares and the volatility of
its share price as a result, which, in turn, has a materially adverse impact
on the perception of the Company by all stakeholders. The Directors do not
believe the current market valuation reflects the underlying strength of the
Company's projects and is negatively impacting the Company's ability to raise
the capital required for development of its assets.
· The impact of the regulatory regime on strategic flexibility. The
Board believes that, as an unlisted company, it can take and implement
decisions more quickly than is possible as publicly listed entity.
Therefore, as a result of this review, the Board has unanimously concluded
that the proposed Cancellation and Re-registration is in the best interests of
the Company and its Shareholders as a whole.
General Meeting
The Company is convening the General Meeting to consider and, if thought fit,
pass: (i) a special resolution to approve the Cancellation, and (ii) special
resolution to approve the Re-registration (including approving the New
Articles).
The General Meeting will be held at Suite 23, Railway Road, Subiaco, Perth,
Western Australia 6008 on 31 October 2024 at 8:00 a.m. GMT (4:00 p.m. AWST).
Formal notice convening the General Meeting and setting out the resolutions to
be considered is set out at the end of this Document. Shareholders are
requested to complete, sign and return the form of proxy accompanying this
Document to the Company's Registrar, Share Registrars Limited, as soon as
possible but in any event so as to be received by no later than 8:00 a.m. GMT
(4:00 p.m. AWST) on 29 October 2024 or, in the event of an adjournment of the
meeting, 48 hours before the adjourned meeting (excluding non-working days).
To be valid, forms of proxy should be completed and returned in accordance
with the instructions set out therein to Share Registrars Limited, 3 The
Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX, (by post) or Share
Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9
7XX, (by hand) as soon as possible and, in any event, no later than 8:00 a.m.
GMT (4:00 p.m. AWST) on 29 October 2024, being 48 hours (not counting any part
of a day that is not a Business Day) before the time appointed for the holding
of the General Meeting.
A copy of the Circular, the notice of General Meeting and the New Articles
will be made available on the Company's website at www.armadalecapitalplc.com.
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