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REG - Esken Limited - Publication of Circular and Notice of EGM

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RNS Number : 5520S  Esken Limited  06 November 2023

 

 

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 THAT JURISDICTION

 

FOR IMMEDIATE RELEASE

 

6 November 2023

ESKEN LIMITED

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

 

Publication of Circular

 

Notice of General Meeting

 

Notification of Transfer from Premium Listing to Standard Listing

 

Irrevocable Undertakings

 

 

 

Further to the announcement by Esken, the aviation and renewable energy group,
on 1 November 2023 (the "Disposal Announcement") regarding the conditional
disposal of its wholly owned subsidiary, Esken Renewables Limited ("Esken
Renewables") (the "Disposal"); the proposal to transfer the Company's listing
from the Premium Listing segment of the Main Market of the London Stock
Exchange to the Standard Listing segment (the "Proposed Transfer"); and the
Company's proposed new Executive Remuneration Scheme, Esken today announces
that the UK Financial Conduct Authority (the "FCA") has approved a circular in
relation to the above matters (the "Circular") which will be published and
posted or made available to Shareholders shortly.

 

The Disposal, the Proposed Transfer and the implementation of the Executive
Remuneration Scheme, are all subject, inter alia, to approval of Shareholders
at a general meeting of the Company (the "General Meeting").

 

The General Meeting will be held at 9.30 a.m. on 24 November 2023, at the
offices of the Company, Third floor, 15 Stratford Place, London, England W1C
1BE.

 

A copy of the Circular is available for download from the Company's website at
www.esken.com (http://www.esken.com) .  In compliance with 9.6.1 of the
Listing Rules, copies of the Circular and Notice of General Meeting has been
submitted to the National Storage Mechanism and will be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

All defined terms in this announcement, unless otherwise stated, shall have
the same meaning as in the Disposal Announcement.

 

Recommendation

The Board believes the Disposal and the Proposed Transfer, and the Resolutions
in respect of the same to be proposed at the General Meeting to be in the best
interests of Shareholders as a whole.

As the Executive Directors will not be participating in any recommendation in
respect of the Executive Remuneration Scheme, the Non-Executive Directors
believe the Executive Remuneration Scheme and the Resolution in respect of the
same to be proposed at the General Meeting of the Company to be in the best
interests of Shareholders as a whole.

Accordingly, the Board unanimously recommends that Shareholders vote in favour
of the Resolutions in respect of the Disposal and the Proposed Transfer and
the Non-Executive Directors unanimously recommend that the Shareholders vote
in favour of the Resolution in respect of the Executive Remuneration Scheme.

 

The directors intend to vote in favour of the Resolutions in respect of their
own beneficial holdings amounting, in aggregate 2,212,070 Ordinary Shares
(representing 0.22 per cent. of the existing issued ordinary share capital of
the Company), which shares are included within the number of shares in respect
of which the Company has received irrevocable undertakings as set out below.

 

Notification of intention to transfer

 

As announced in the Disposal Announcement, the Board intends to transfer the
Company's listing from the Premium Listing segment of the Main Market of the
London Stock Exchange to the Standard Listing segment (the "Proposed
Transfer").

 

Under the Listing Rules, the Proposed Transfer requires prior approval of
Shareholders by way of special resolution. Shareholders will therefore be
asked to vote on a special resolution relating to the Proposed Transfer at the
General Meeting. If the Proposed Transfer does not occur because the Transfer
Resolution does not pass, the Company's Premium Listing will continue.

 

The date of the Proposed Transfer must not be less than 20 business days after
the passing of the Transfer Resolution at the General Meeting. The Company
intends to implement the Proposed Transfer according to the most efficient
timeline possible. Subject to the passing of the Transfer Resolution, the
Company intends to apply for the Proposed Transfer, and anticipates that the
effective date of the Proposed Transfer will be 22 December 2023.

 

Irrevocable Undertakings

 

The Company has received irrevocable undertakings to vote in favour of the
Disposal Resolution and the Transfer Resolution at the General Meeting in
respect of 526,953,870 Ordinary Shares in aggregate (representing
approximately 51.4 per cent. of the issued ordinary share capital of the
Company), including in respect of the Ordinary Shares in which the directors
are beneficially interested.

 

As such, the Company has received irrevocable undertakings in favour of the
Disposal Resolution in respect of a sufficient number of Ordinary Shares so as
to ensure that the Disposal Resolution will pass.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates in the table below is indicative only and may be
subject to change. Please refer to the notes for this timetable set out
below.((1)(2)(3))

 Announcement of the Disposal                                                1 November 2023
 Publication and posting of the Circular and the Notice of General Meeting   6 November2023
 Latest time and date for receipt of proxy forms or electronic appointments  9.30 a.m. on 22 November 2023
 Record time for entitlement to vote at the General Meeting                  6.00 p.m. on 22 November 2023
 General Meeting                                                             9.30 a.m. on 24 November 2023
 Announcement of the results of the General Meeting                          24 November 2023
 Expected date of Completion of the Disposal((4))                            early December 2023
 Expected effective date of Proposed Transfer((4))                           22 December 2023

 

Notes:

1.                The times and dates set out in the expected
timetable of principal events above are subject to change by the Company, in
which event details of the new times and dates will be notified.

2.                References to times above are to London time.

3.                If you have any queries on the procedure for
completion and submission of the proxy forms you should contact the Company
registrar on 0371 664 0300 (or +44 (0) 371 664 0300 if calling from outside
the United Kingdom). Calls are charged at the standard geographic rate and
will vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00 a.m. and 5.30
p.m. (London time), Monday to Friday excluding public holidays in England and
Wales. Please note that the Company registrar cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for security and
training purposes.

4.                Completion is subject to certain conditions
as specified in the Circular (Summary of the Key Terms of the Disposal), which
include, amongst others, shareholder approval at the General Meeting.  The
expected date of Completion is subject to change and Completion will not
necessarily occur immediately following the General Meeting or necessarily
before the expected effective date of the Proposed Transfer.

 

Enquiries:

Esken Limited    C/o Teneo

 

Canaccord Genuity

Adam James, Emma Gabriel (Sponsor and Joint Broker)

Chris Robinson, Ben Spencer (Financial Adviser)

0207 523 8000

Teneo

Olivia Peters /Giles Kernick

020 7353 4200

esken@teneo.com

 

Important Notices

Cautionary statement

This announcement is not intended to, and does not constitute, or form part
of, any offer to sell or an invitation to purchase or subscribe for any
securities or a solicitation of any vote or approval in any jurisdiction.
Shareholders are advised to read carefully the formal documentation in
relation to the Disposal once it has been despatched. Any response to the
Disposal should be made only on the basis of the information in the formal
documentation to follow.

This announcement has been prepared for the purpose of complying with the
applicable law and regulation of the United Kingdom and information disclosed
may not be the same as that which would have been disclosed if this
announcement has been prepared in accordance with the laws and regulations of
jurisdictions outside the United Kingdom.

Important information relating to financial adviser

Canaccord Genuity Limited (the "Sponsor"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting solely for
the Company, and for no-one else, as sponsor, broker and financial adviser in
connection with the Disposal and the Proposed Transfer and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice to any other person in
relation to the Disposal and the Proposed Transfer, the content of this
announcement or any other matters described in this announcement. To the
fullest extent permitted by law, neither the Sponsor nor any of its affiliates
assumes any responsibility whatsoever for or makes any representation or
warranty express or implied, in relation to the contents of this announcement,
including its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on its behalf and nothing
contained in this announcement is, or shall be, relied upon as a promise or
representation in this respect whether as to the past, present or future, in
connection with the Company, the Group, Esken Renewables, the Continuing
Group, the Disposal or the Proposed Transfer. The Sponsor and its affiliates
accordingly disclaim to the fullest extent permitted by law all and any duty,
responsibility and liability whether arising in tort, contract or otherwise
which it might otherwise be found to have in respect of this announcement or
any such statement or otherwise.

Publication on website

A copy of this announcement will be available for inspection on the Company's
website at: www.esken.com. For the avoidance of doubt, the contents of this
website are not incorporated into and do not form part of this announcement.

 

 

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.   END  CIRFLFSDLLLRIIV

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