REG - Caledonian Trust PLC - Proposed cancellation of trading on AIM
25/10/2024 15:45
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RNS Number : 7409J Caledonian Trust PLC 25 October 2024
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 AND SUCH PERSONS
SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
25 October 2024
Caledonian Trust plc
("Caledonian Trust", the "Company" or the "Group")
Proposed cancellation of admission of Ordinary Shares to trading on AIM
Proposed re-registration as a private limited company and adoption of new
Articles of Association
and
Notice of General Meeting
Caledonian Trust plc, the Edinburgh-based property investment holding and
development company, announces the proposed cancellation of admission of its
Ordinary Shares to trading on AIM, its proposed re-registration as a private
limited company and the proposed adoption of new articles of association.
The Directors consider it is in the best interests of the Company and its
Shareholders taken as a whole to cancel the admission of the Ordinary Shares
to trading on AIM. A circular will be sent to Shareholders today and will
shortly be available on the Company's website, www.caledoniantrust.com
(http://www.caledoniantrust.com) , setting out the background to and reasons
for the Resolutions. The Company is seeking Shareholder approval for the
Proposals at a general meeting, to be convened for 11.00 a.m. on 18 November
2024 at the Company's office at 61a North Castle Street, Edinburgh EH2 3LJ.
Pursuant to Rule 41 of the AIM Rules, the Company through its nominated
adviser, Allenby Capital Limited, has notified the London Stock Exchange of
the date of the proposed Cancellation which is expected to become effective at
7.00 a.m. on 26 November 2024 if the Cancellation Resolution is passed at the
General Meeting.
The Cancellation is conditional 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.
As at today's date, the Company has received irrevocable undertakings from
certain Shareholders representing approximately 85.3 per cent. of the
Company's issued share capital to vote in favour of the Resolutions,
comprising the Ordinary Shares held by directors and certain their connected
parties.
Enquiries:
Caledonian Trust plc
Douglas Lowe, Chairman and Chief Executive Officer Tel: 0131 220 0416
Mike Baynham, Finance Director Tel: 0131 220 0416
Allenby Capital Limited
(Nominated Adviser and Broker)
Nick Athanas Tel: 0203 328 5656
Dan Dearden-Williams
APPENDIX - EXTRACTS FROM THE CIRCULAR TO SHAREHOLDERS
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or date
Announcement of proposed Cancellation, Re-registration and adoption of New 25 October 2024
Articles
Publication and posting of this Document and the Form of Proxy 25 October 2024
Latest time for receipt of proxy appointments in respect of the General 11.00 a.m. on 16 November 2024
Meeting
General Meeting 11.00 a.m. on 18 November 2024
Announcement of result of General Meeting 18 November 2024
Last day of dealings in Ordinary Shares on AIM 25 November 2024
Cancellation 7.00 a.m. on 26 November 2024
Expected re-registration as a private company by 31 December 2024
Each of the dates in the above timetable is subject to change at the absolute
discretion of the Company. References to time in this Document are to London
time. The timetable above assumes 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. If any of the above
times and/or dates change, the revised time(s) and/or date(s) will be notified
to Shareholders by announcement through a Regulatory Information Service.
LETTER FROM THE INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSED VOLUNTARY CANCELLATION OF ADMISSION OF THE ORDINARY SHARES TO
TRADING ON AIM
RE-REGISTRATION AS A PRIVATE LIMITED COMPANY AND ADOPTION OF NEW ARTICLES
AND
NOTICE OF GENERAL MEETING
1. Introduction
As announced by the Company on 25 October 2024 the Directors, after careful
consideration of the Company's listing on AIM, have concluded that there are
clear benefits both from a financial and business perspective to cancel the
listing.
The Directors consider it is in the best interests of the Company and its
Shareholders taken as a whole to cancel the admission of the Ordinary Shares
to trading on AIM. As a result, the Company is seeking Shareholders'
approval of the Cancellation at the General Meeting, which is being convened
for 11.00 a.m. on 18 November 2024 at the Company's office at 61a North Castle
Street, Edinburgh EH2 3LJ.
Notice of the General Meeting is set out in Part II of this document. Pursuant
to Rule 41 of the AIM Rules, the Company through its nominated adviser,
Allenby Capital Limited, has notified the London Stock Exchange of the date of
the proposed Cancellation which is expected to become effective at 7.00 a.m.
on 26 November 2024 if the Cancellation Resolution is passed at the General
Meeting.
The Cancellation is conditional 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.
As at today's date, the Company has received irrevocable undertakings from
certain Shareholders representing approximately 85.3 per cent. of the
Company's issued share capital to vote in favour of the Resolutions,
comprising the Ordinary Shares held by directors and certain their connected
parties.
Shareholders should note that if the Cancellation proceeds, then their ability
to realise their Ordinary Shares will be significantly reduced. The Company is
making arrangements to assist Shareholders to trade in the Ordinary Shares
following Cancellation, if the Cancellation Resolution is passed as set out in
paragraph 5 of this Part 1.
The purpose of this Document is to seek Shareholders' approval of the
Resolutions, to provide information on the background and reasons for the
Cancellation and the Re-registration and associated adoption of the New
Articles, to explain the consequences of the Cancellation and the
Re-registration and associated adoption of the New Articles and provides
reasons why the Directors unanimously consider the Cancellation to be in the
best interests of the Company and its Shareholders as a whole and are
recommending that Shareholders vote in favour of the Resolutions.
The Notice of the General Meeting is set out at the end of this Document.
2. Update on current trading and outlook
Following completion of the financial year end on 30 June 2024 the Company
provides the following update on its headline results for the previous
financial year as well as a further trading and corporate update. It should be
noted that these results are unaudited and that the Company does not plan to
publish its audited accounts until after the General Meeting has been held and
the Cancellation has become effective. These headline results are accurate to
the best of the knowledge and belief of the Directors but without having been
audited and should therefore be reviewed in that context.
Year ended Year ended
30-Jun-24 30-Jun-23
£000 £000
Group turnover from continuing operations 1,005 3,038
Gross profit from continuing operations 355 1,104
(Loss) / profit before taxation from continuing operations (986) 718
Basic (loss) / earnings per share - continuing operations (p) (8.37) 6.09
Dividends per share (p) Nil Nil
Total borrowings 4,020 4,020
Net assets per share (p) 195.1 203.4
The Group's property investment business reduces slightly with the sale of the
public house in Alloa in October 2024, after the year end. In our increasing
development business at Brunstane in East Edinburgh, we have completed the
construction of the final part of the listed former steading, the Steading
Courtyard, comprising five new build stone faced houses over 8,650ft2, with
the last of the five houses being sold in August 2023 for £0.66m.
St. Margaret's House continues to be fully let to a charity, Edinburgh
Palette, which has reconfigured and sub-let all the space to over 200 artists,
artisans, entrepreneurs and galleries. The Company has negotiated a small
increase of the rent by £50,000 to £186,750 per annum.
At St. Margaret's we have gained and, subsequently, endured the planning
permission for a development of 377 student bedrooms and 107 residential
flats. Furthermore, we have secured a non-material variation of the consent
to increase the number of studio rooms in the student block to 277 from 73
while reducing the number of cluster bedrooms from 304 to 84. We have
recently appointed Scarlett Land and Development Ltd to advise on the sale of
St. Margaret's House and we plan to launch a marketing campaign when interest
rates have fallen or are likely to fall.
The Group's strategy continues to be the development of its sites whenever
market conditions are favourable in the Edinburgh housing market areas and in
the geographical extension north and east that is occurring, while maximising
the value of its investment portfolio.
Market conditions are now expected to improve and it is expected that, by
Spring 2025, long-term mortgage interest rates should have declined
sufficiently to allow a sustained recovery in the UK housing market. We are
planning developments to become available for sale in 2026. While we hold
planning permission on the relevant sites, preparatory work requires at least
a 12-month lead time before construction commences. Thus, we have been
undertaking such preparatory work on candidate sites, including Brunstane and
Wallyford. The next phase of development at Brunstane requires the completion
of the access road and the surface water infiltration basin which we have been
in discussions with Scottish Water and City of Edinburgh Council for some
time.
We continue to review and update our existing consents at Belford Road with
improvements within the existing consent, so providing 20 modern high amenity
flats in keeping with the high quality and varied style of the location. The
improved design incorporates changes necessary for new insulation standards
and other environmental improvements, and improves fenestration, the internal
layout, and the external and internal finishes. The planning process has
been subject to continued delays and this updated design, while originally
deemed suitable, was then refined and has been further refined, but is yet to
be approved. In order to expedite this non-material variation to the
planning consent, we have approached a specialist planning consultant to
undertake the necessary further negotiations with the planning department.
Our developments require a stable and active housing market, and with cost
inflation having stabilised, we do not depend on further price increases for
successful development, as most of these sites were purchased unconditionally
for prices near their then existing use value. A major component of the
Group's enhancement of value lies in securing planning permission, and in the
extent of that permission. For development or trading properties, unlike
investment properties, no change is made to the Group's balance sheet even
when improved development values have been obtained. Naturally, however, the
balance sheet will reflect such enhanced value as the properties are developed
or sold.
The strategy of the Group continues to be conservative, but responsive to
market conditions, so continuing a philosophy that underpins our change from
being primarily an investment property company to expanding our now extensive
development programme. This change in strategy allowed us to escape the
devastation caused by the 2008 Great Recession from which most sections of the
property sector either never fully recovered or had to be recapitalised, and
to avoid both the extensive loss in value associated with the Covid-19
pandemic and the damaging secular market changes that have already and will
continue seriously to affect the value of the vast majority of the property
investment sector.
3. Background to and reasons for the proposed Cancellation,
Re-Registration and adoption of New Articles
The Directors have conducted a comprehensive review of the benefits and
drawbacks to the Company and its Shareholders in retaining its quotation on
AIM and believe that the Cancellation is in the best interests of the Company
and its Shareholders as a whole. The Company has concluded that the
regulatory, financial and other obligations of maintaining Admission now
outweigh the benefits received.
In reaching this conclusion, the Directors have considered the following key
factors, amongst others.
- The benefits of a quotation on AIM normally include wider access to
capital, lower cost of capital and a higher profile and accompanying
publicity. At present the Company experiences no perceptible such benefits
and, in the view of the Directors, is unlikely to do so in the near future.
- In contrast the disbenefits of a quotation on AIM are presently
being directly experienced. The direct financial costs of maintaining the
AIM quotation approach £100,000 per annum and seem likely to continue to
rise. This includes regulatory and professional fees, management time and
the costs associated with preparing interim accounts and the extra cost of
auditing an AIM quoted company.
Given the minimal advantage of an AIM quotation and the considerable
disadvantages of an AIM quotation, the Directors recommend the cancellation of
the Company's listing on AIM.
4. Process for, and principal effects of, Cancellation
The Company welcomes all Shareholders who wish to remain shareholders of
Caledonian Trust in the event of Cancellation. However, the Directors are
aware that certain Shareholders may be unable, or unwilling, to hold Ordinary
Shares in a private company in the event that the Cancellation is approved and
becomes effective. Such Shareholders may consider selling their Ordinary
Shares in the market prior to the Cancellation becoming effective.
Rule 41 of the AIM Rules requires any AIM company that wishes 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 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, to cancel the Company's admission of its Ordinary Shares
to trading on AIM on 18 November 2024. Accordingly, if the Cancellation
Resolution is passed at the General Meeting, the Cancellation will become
effective at 7.00 a.m. on 26 November 2024.
If the Cancellation becomes effective, Allenby Capital will cease to be the
nominated adviser of the Company pursuant to the AIM Rules and the Company
will no longer be required to comply with the AIM Rules. However, the Company
will remain subject to the Takeover Code, details of which are set out below.
Under the AIM Rules, it is a requirement that the Cancellation must be
approved via a special resolution by Shareholders holding not less than 75 per
cent. of votes cast by Shareholders (by proxy or in person) at the General
Meeting. Accordingly, the Notice of General Meeting set out at the end of this
Document contains the Cancellation Resolution.
The principal effects of the Cancellation will include the following:
· as a private company, there will be no formal market mechanism
enabling Shareholders to trade in the Ordinary Shares;
· there will be no formal market quote or live pricing for the
Ordinary Shares, therefore it may be more difficult to sell Ordinary Shares
or for Shareholders to determine the market value of their investment in the
Company, compared to shares of companies admitted to trading on AIM (or any
other recognised market or trading exchange);
· it is possible that immediately following the publication of this
Circular, the liquidity and marketability of the Ordinary Shares may be
significantly reduced and their value adversely affected (however, as set out
above, the Directors believe that the liquidity in the Ordinary Shares is
currently and has recently been in any event limited);
· the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no longer apply
albeit the Company will remain subject to the Takeover Code for a period of
time (see below for more details);
· Shareholders will no longer be afforded the protections given by
the AIM Rules, such as the requirement to be notified of price sensitive
information or certain events and the requirement that the Company seek
shareholder approval for certain corporate actions, where applicable,
including substantial transactions, reverse takeovers, related party
transactions and fundamental changes in the Company's business, including
certain types of acquisitions and disposals;
· the levels of disclosure and corporate governance within the
Company will not be as stringent as for a company quoted on AIM;
· the Company will no longer be subject to UK MAR regulating inside
information and other matters;
· the Company will no longer be required to publicly disclose any
change in major shareholdings in the Company under the Disclosure Guidance and
Transparency Rules;
· Allenby Capital will cease to be nominated adviser to the Company
for the purpose of the AIM Rules;
· whilst the Company's CREST facility will remain in place post the
Cancellation and it is anticipated that this will be maintained for at least
12 months, 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 which case, Shareholders who hold Ordinary
Shares in CREST will receive share certificates);
· stamp duty will be due on transfers of shares and agreements to
transfer shares unless a relevant exemption or relief applies to a particular
transfer; 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 above considerations are not exhaustive and Shareholders should seek their
own independent advice when assessing the likely impact of the Cancellation on
them.
For the avoidance of doubt, the Company will remain registered with the
Registrar of Companies in England & Wales in accordance with, and subject
to the Companies Act, notwithstanding the Cancellation, Re-registration and
adoption of New Articles.
The Resolutions to be proposed at the General Meeting include the adoption of
the New Articles, with effect from the Re-registration. A summary of the
principal differences between the Current Articles and the proposed New
Articles is included in this Document. A copy of the New Articles is also
attached to this Document and can be viewed at www.caledoniantrust.com
(https://www.proton-motor.com/en/) .
5. Transactions in the Ordinary Shares prior to and post the Proposed
Cancellation
Prior to the Cancellation
Shareholders should note that they are able to continue trading in the
Ordinary Shares on AIM prior to the date of Cancellation. If the requisite
majority of Shareholders approve the Cancellation Resolution at the General
Meeting, it is anticipated that the last day of dealings in the Ordinary
Shares on AIM will be 25 November 2024. The Board is not making any
recommendation as to whether or not Shareholders should buy or sell Ordinary
Shares.
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 25 November 2024 and
that the effective date of the Cancellation will be 26 November 2024.
Following Cancellation
Following Cancellation, as the Ordinary Shares will no longer be traded on a
public market, the Company intends to use reasonable endeavours to facilitate
introductions and communication amongst shareholders who wish to sell their
Ordinary Shares and those persons who wish to purchase Ordinary Shares. To
do this, shareholders or persons wishing to acquire or sell Ordinary Shares
will be able to leave an indication with the Company at the following email
address (webmail@caledoniantrust.com) that they are prepared to buy or sell a
specified number of Ordinary Shares at a specified price. In the event that
the Company is able to match that order with an offer to sell or buy
instruction, the Company will contact both parties to effect the order. In
carrying out such activities, the Company will take no responsibility to match
up shareholders wishing to sell and purchase Ordinary Shares, and no
responsibility in respect of the timeframe in which introductions or
communications (if any) are made or as to the price of which any trades might
take place.
There will not be a matched bargain facility in place following Cancellation,
however following the Cancellation the provision of a matched bargain facility
will be kept under review by the Board. In determining whether to offer a
matched bargain facility, the Company shall consider Shareholder demand for
such a facility as well as the costs to the Company and Shareholders. There
can be no guarantee that a matched bargain facility will be put in place
following Cancellation.
6. Process for the Re-registration
Following 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
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.
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. Accordingly, the Notice
of General Meeting contains the Re-registration Resolution.
Subject to, and conditional upon, the Cancellation and the passing of the
Re-Registration Resolution, 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.
7. The 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 UK regulated market or a
UK multilateral trading facility 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 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 is met - for example, if the company's shares
were admitted to trading on a UK regulated market or a UK multilateral trading
facility or on any stock exchange in the Channel Islands or the Isle of Man at
any time in the preceding ten years.
If the Cancellation and Re-registration are approved by Shareholders at the
General Meeting and become effective, the Company will be re-registered as a
private company and its securities will no longer be admitted to trading on a
regulated market or a multilateral trading facility in the United Kingdom. In
these circumstances, the Takeover Code will only apply to the Company if it is
considered by the Panel to have its place of central management and control in
the United Kingdom, the Channel Islands or the Isle of Man. This is known as
the "residency test". In determining whether the residency test is satisfied,
the Panel has regard primarily to whether a majority of a company's directors
are resident in these jurisdictions.
On the basis of the current composition and residency of the Directors, the
residency test will be satisfied, therefore the Company will be considered by
the Panel to have its place of central management and control in the United
Kingdom, the Channel Islands or the Isle of Man. Consequently, the Takeover
Code will continue to apply to the Company following the Cancellation and the
Re-registration.
At present, the Takeover Code would continue to apply to the Company for 10
years following the Cancellation. However, if the amendments to the Takeover
Code proposed in PCP 2024/1 are adopted, the Takeover Code would cease to
apply to the Company after a period of three years following the
implementation of those amendments.
In addition, the Company's place of central management and control could
change as a result of, for example, the appointment of additional directors
who are not resident in the UK, the Channel Islands or the Isle of Man, in
which event the Takeover Code might then cease to apply to the Company.
Brief details of the Panel and the protections afforded by the Takeover Code
are set out below.
The Takeover Code
The Takeover Code is issued and administered by the Panel. The Code currently
applies to the Company and, accordingly, its shareholders are entitled to the
protections afforded by the Takeover Code. The Takeover Code and the 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. The General
Principles apply to takeovers and all other matters with which the Takeover
Code is concerned. They are applied by the 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. Some of the Rules provide more detail on how the General Principles
will be applied by the Panel and others govern specific aspects of takeover
procedure. Like the General Principles, the Rules are to be interpreted to
achieve their underlying purpose. Therefore, their spirit must be observed as
well as their letter. The Panel may derogate or grant a waiver to a person
from the application of a Rule in certain circumstances.
Continued application on Rule 9 of the Takeover Code and existing concert
party
Under Rule 9 of the Takeover Code, when any person or group of persons acting
in concert, individually or collectively, acquire an interest in shares which
carry 30 per cent. or more of the voting rights of a company; or are
interested in shares which in aggregate carry not less than 30 per cent. of
the voting rights of a company but do not hold shares carrying more than 50
per cent. of the voting rights of a company and such person or any person
acting in concert with him acquires an interest in any other shares, which
increases the percentage of the shares carrying voting rights in which he is
interested, then that person or group of persons is normally required by the
Panel to make a general offer in cash to all shareholders of that company at
the highest price paid by them for any interest in shares in that company
during the previous 12 months.
Rule 9 of the Takeover Code further provides that where any person, together
with persons acting in concert with him, holds over 50 per cent. of the voting
rights of a company to which the Takeover Code applies and acquires additional
shares which carry voting rights, then that person will not generally be
required to make a general offer to the other shareholders to acquire the
balance of the shares not held by that person or his concert parties.
As previously announced by the Company, most recently on 21 December 2022,
Douglas Lowe (Chairman and Chief Executive) is part of a concert party
pursuant to the Takeover Code, which includes the interests in the Company's
Ordinary Shares of his Close Relatives (as defined in the Takeover Code) and
Leafrealm Limited and Sheriffhall Business Park Limited, companies where
Douglas Lowe is the controlling shareholder (the "Douglas Lowe Concert
Party"), which holds in aggregate over 50% of the voting rights of the
Company. The Douglas Lowe Concert Party is interested in a total of 9,324,602
Ordinary Shares which carry 79.1% of the voting rights of the Company.
Douglas Lowe or entities controlled by Douglas Lowe may accordingly increase
their aggregate interests in shares without incurring any obligation to make
an offer under Rule 9.
8. Shareholder support
The Company has received irrevocable undertakings from Shareholders, including
the Directors who are shareholders, holding in aggregate 10,046,235 Ordinary
Shares (representing approximately 85.3 per cent. of the existing issued
ordinary share capital of the Company) to vote in favour or the Resolutions.
They have therefore irrevocably undertaken to vote in favour of the
Resolutions.
9. General Meeting
The notice convening the General Meeting to be held at 61A North Castle
Street, Edinburgh, EH2 3LJ at 11.00 a.m. on 18 November 2024 is set out at the
end of this Document.
Resolution 1 to be proposed at the General Meeting is a special resolution to
approve the Cancellation.
Conditional on the passing of Resolution 1, Resolution 2 to be proposed at the
General Meeting is a special resolution to re-register the Company as a
private company and to approve the adoption by the Company of the New
Articles.
10. Action to be taken by Shareholders
A Form of Proxy is enclosed for use at the General meeting.
To be valid, a completed Form of Proxy, together with a power of attorney or
other designated authority, under which it is signed (or a notarially
certified copy thereof), must be deposited at the head office of the Company,
61A North Castle Street, Edinburgh, EH2 3LJ by not later than 11.00 a.m. on 16
November 2024, being 48 hours before the time fixed for the General Meeting
or adjourned meeting (as the case may be).
In the case of non-registered Shareholders who receive these materials through
their broker or other intermediary, the Shareholder should complete and send a
letter of direction in accordance with the instructions provided by their
broker or other intermediary.
11. Directors' recommendation
The Directors believe that the Resolutions to be put to the General Meeting
are in the best interests of the Company and its Shareholders as a whole and
unanimously recommend that you vote in favour of the Resolutions, as they have
irrevocably committed to do in respect of their own shareholdings.
If you are in any doubt as to the action you should take, you are recommended
to seek your own independent advice.
12. Result of General Meeting
The results of the General Meeting will be announced through a Regulatory
Information Service and on the Company's website at www.caledoniantrust.com
(https://www.proton-motor.com/en/) as soon as possible after the meeting has
been held.
Yours faithfully
Roderick Pearson
Independent Non-Executive Director
DEFINITIONS
"AIM" AIM, the market operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies, as published and amended from time to time by the
London Stock Exchange;
"Allenby Capital" Allenby Capital Limited, the Company's nominated adviser and broker pursuant
to the AIM Rules;
"Business Day" a day (excluding Saturdays, Sundays and public holidays in England and Wales)
on which banks are generally open for the transaction of normal banking
business in London;
"Cancellation" the cancellation of admission of the Ordinary Shares to trading on AIM in
accordance with Rule 41 of the AIM Rules, subject to passing of the
Cancellation Resolution;
"Cancellation Resolution" Resolution 1 to be proposed at the General Meeting;
"Companies Act" the Companies Act 2006 (as amended from time to time);
"Company" or "Caledonian Trust" Caledonian Trust Plc;
"CREST" the relevant system for the paperless settlement of trades and the holding of
uncertificated securities operated by Euroclear UK & International in
accordance with the CREST Regulations;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended);
"Current Articles" the existing articles of association of the Company adopted on 29(th) August
1988;
"Directors" or "Board" the directors of the Company, each a "Director";
"Disclosure Guidance and Transparency Rules" the disclosure rules and transparency rules made by the UK Financial Conduct
Authority pursuant to section 73A of FSMA;
"Document" this document, containing information regarding the Cancellation, the
Re-registration, the adoption of the New Articles and the General Meeting;
"Existing Ordinary Shares" the 11,783,577 existing Ordinary Shares in the capital of the Company as at
the date of this Document;
"Euroclear UK & International" Euroclear UK & International Limited, the operator of CREST;
"Form of Proxy" the form of proxy for use at the General Meeting available on request from the
Company;
"General Meeting" or "GM" the extraordinary general meeting of Shareholders to be held at 61A North
Castle Street, Edinburgh, EH2 3LJ at 11.00 a.m. on 18 November 2024;
"London Stock Exchange" London Stock Exchange plc;
"New Articles" the new articles of association of the Company proposed to be adopted pursuant
to Resolution 2(b) to be proposed at the General Meeting with the principal
differences between the Current Articles and the proposed New Articles
summarised in Part II of this Document, a copy of which is attached to this
Document and can be viewed at www.caledoniantrust.com;
"Neville Registrars" Neville Registrars Limited;
"Notice of General Meeting" the notice of General Meeting set out at the end of this Document;
"Ordinary Shares" the ordinary shares of 20p each in the capital of the Company;
"Panel" the Panel on Takeovers and Mergers;
"Registrars" Neville Registrars;
"Regulatory Information Service" has the meaning given to it in the AIM Rules for any of the services approved
by the London Stock Exchange for the distribution of AIM announcements;
"Re-registration" the proposed re-registration of the Company as a private limited company;
"Re-registration Resolution" Resolution 2(a) to be proposed at the General Meeting;
"Resolutions" the resolutions set out in the Notice of General Meeting to be proposed at the
General Meeting;
"Takeover Code" the City Code on Takeovers and Mergers;
"UK MAR" Regulation (EU) (No 596/2014) of the European Parliament and of the Council of
16 April 2014 on market abuse to the extent that it forms part of the domestic
law of the United Kingdom including by virtue of the European Union
(Withdrawal) Act 2018 (as amended from time to time);
"Shareholder(s)" holder(s) of Ordinary Shares; and
"£", "pence" or "p" the lawful currency of the United Kingdom.
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