REG - Circle Property PLC - AIM Cancellation

Circle PropertyAnnouncement

17/05/2023 07:00

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RNS Number : 6347Z  Circle Property PLC  17 May 2023

17 May 2023

Circle Property plc

("Circle", the "Company" or the "Group")

 

Cancellation of admission of Ordinary Shares to trading on AIM

 

Further to the announcement dated 24 February 2023 and the passing of the
resolutions at the Extraordinary General Meeting held on 22 March 2023, Circle
Property plc (AIM: CRC), announces that in accordance with Rule 41 of the AIM
Rules, the last day of dealings of the Company's Ordinary Shares on AIM will
be 31 May 2023. Cancellation of the admission of the Ordinary Shares to
trading on AIM will become effective following the issue of a Dealing Notice
at 7.00 a.m. on 1 June 2023 ("Cancellation").

 

The Company has completed two returns of capital via B share issues to
shareholders totalling approximately £62.23 million (213 pence per Ordinary
Share), comprising approximately £46.16 million (158 pence per Ordinary
Share) in March 2023 and approximately £16.07 million (55 pence per Ordinary
Share) in April 2023.

 

As announced on 24 February 2023, it was the Board's intention to have sold
the Company's final remaining asset, 300 Pavilion Drive, Northampton, prior to
Cancellation occurring, in order for the disposal proceeds to be returned to
shareholders by way of a return of capital whilst the Company was admitted to
trading on AIM. However, the Board stated at that time that it would keep this
under review noting the costs associated with maintaining a quotation on AIM.
On 4 May 2023, the Company announced the exchange and completion of the
disposal of its final remaining asset, 300 Pavilion Drive, Northampton for
£2.85 million.

 

Maintaining the Company's admission to trading on AIM requires significant
management time, legal and regulatory obligations and comes with material
financial costs (such as professional fees, London Stock Exchange fees and
other costs associated with being an AIM-traded company) that the Directors
believe are disproportionate to the benefits to the Company.

 

The Company's cash position as at the date of this announcement is £3.2
million. In order to minimise ongoing costs, the Board is proceeding with the
Cancellation and confirms that a modest final return of capital (expected to
be no more than £1.1 million (4 pence per Ordinary Share)) will be made to
shareholders following Cancellation. It is expected that the final return of
capital by way of a B share issue will be made in September 2023, subject to
the timing of receipt of an HMRC VAT refund and after accounting for the
Group's termination costs including, inter alia, final completion audits, the
contracted incentive payments totalling £1.2 million to be paid to the
Executives (as detailed and defined in the announcement dated 17 March 2023)
and additional employee termination costs.

 

As soon as possible following the Cancellation and the final return of
capital, it is the Board's intention to liquidate the Group solvently and
therefore no matched bargain facility will be implemented and there will be no
formal market for shareholders to effect transactions in the Ordinary Shares
following Cancellation. The principal effects of the Cancellation were
detailed in the Company's announcement dated 24 February 2023.

 

Shareholders should be aware that when the Cancellation takes effect, they
will at that time cease to hold shares in a quoted company and will become
shareholders in an unquoted company which will be likely significantly to
reduce the marketability and liquidity of the Ordinary Shares and the
principal effects referred to above will automatically apply to the Company
from the date of the Cancellation.

 

The expected timetable of principal events in relation to the Cancellation is
as follows:

 

 Notice provided to the London Stock Exchange to notify it of the proposed  24 February 2023
 Cancellation

 Expected last day of dealings in Ordinary Shares on AIM                    31 May 2023

 Expected time and date of Cancellation                                     7.00 a.m. on 1 June 2023

 Notes:

 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.

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the UK version of the EU
Market Abuse Regulation (2014/596) which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended and supplemented from time to
time.

 

Enquiries:

 

 Circle Property Plc                     +44 (0)20 7930 8503
 John Arnold, CEO

 Edward Olins, COO

 Cenkos Securities plc                  +44 (0)20 7397 8900
 Katy Birkin

 George Lawson

 Radnor Capital                         +44 (0)20 3897 1830

 Joshua Cryer

 Iain Daly

 Camarco                                +44 (0)20 3757 4992
 Ginny Pulbrook

 Rosie Driscoll

 

 

 

 

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