REG - Global Invacom Group - Notice of EGM
26/09/2023 07:30
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RNS Number : 5988N Global Invacom Group Limited 26 September 2023
GLOBAL INVACOM GROUP LIMITED
("Global Invacom", the "Company" or the "Group")
NOTICE OF EGM
Singapore/London, 26 September 2023 - further to the Company's announcement on
6 September 2023, Global Invacom (SGX: QS9) (AIM: GINV), the global provider
of satellite communications equipment and electronics, today notifies that it
has today made available on its website, at
https://globalinvacom.com/pages/investor-relations, a circular to shareholders
("Circular") containing a notice convening an extraordinary general meeting
("EGM") for the purposes of seeking shareholder approval for the cancellation
of admission of the Company's ordinary shares ("Shares") to trading on AIM
("AIM Delisting"), together with associated documents relating to the EGM and
the AIM Delisting.
The EGM will be held at Level 2, Grand Salon, Conrad Centennial Singapore, 2
Temasek Boulevard, Singapore 038982 on Thursday, 26 October 2023 at 3.00 p.m.
Singapore time (8.00 a.m. UK time).
It is expected that the Circular, which sets out, inter alia, the background
to and reasons for the AIM Delisting and additional information on the
implications of the AIM Delisting for the Company and its shareholders, will
be posted to shareholders today and that the AIM Delisting will occur on
Friday, 3 November 2023.
The Company's Shares will remain listed on the Mainboard of the Singapore
Exchange Securities Trading Limited ("SGX-ST") after AIM Delisting, and all
public trading of securities in the Company will take place on that exchange.
The Appendix to this announcement is extracted from the Circular.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS((1))
Dispatch of the Circular and the enclosed documents to the shareholders Day 1 Tuesday, 26 September 2023
Latest date for CPF/SRS investors who wish to vote to approach their 7 business days before EGM Tuesday, 17 October 2023 at 3.00 p.m. (Singapore time)
respective CPF agent bank or SRS operators
Tuesday, 17 October 2023 at 8.00 a.m. (UK time)
Last date for receipt of Form of Instruction from Depositary Interests ("DI") 7 days before EGM Thursday, 19 October 2023 at 3.00 p.m. (Singapore time)
holders
Thursday, 19 October 2023 at 8.00 a.m. (UK time)
Latest date for receipt of Proxy Form from shareholders (other than CPF/SRS 48 hours before EGM Tuesday, 24 October 2023 at 3.00 p.m. (Singapore time)
investors)
Tuesday, 24 October 2023 at 8.00 a.m. (UK time)
Date and time of EGM Not less than 20 clear business days from Day 1 Thursday, 26 October 2023 at 3.00 p.m. (Singapore time)
Thursday, 26 October 2023 at 8.00 a.m. (UK time)
Place of EGM - The EGM will be held at Level 2, Grand Salon, Conrad Centennial Singapore, 2
Temasek Boulevard, Singapore 038982
Expected last day of dealings on AIM Day before AIM Delisting Thursday, 2 November 2023
Expected cancellation of admission of the Company's Shares to trading on AIM 5 clear business days after EGM Friday, 3 November 2023 at 2.00 p.m. (Singapore time)
Friday, 3 November 2023 at 7.00 a.m. (UK time)
DI termination Day after AIM Delisting Monday, 6 November 2023
Note:
(1) Each of the times and dates in the above timetable are
subject to change. The Company will notify the market and shareholders by
announcement to the SGX-ST and the AIM if there are any changes to this
timetable.
For further information, please contact:
Global Invacom Group Limited www.globalinvacom.com (http://www.globalinvacom.com/)
Gordon Blaikie, Interim Chief Executive Officer via Vigo Consulting
Strand Hanson Limited (Nominated Adviser and Broker) www.strandhanson.co.uk (http://www.strandhanson.co.uk/)
James Harris / Richard Johnson / David Asquith Tel: +44 20 7409 3494
Vigo Consulting (UK Media & Investor Relations) www.vigoconsulting.com (http://www.vigoconsulting.com/)
Jeremy Garcia / Fiona Hetherington / Kendall Hill Tel: +44 20 7390 0238
ginv@vigoconsulting.com (mailto:ginv@vigoconsulting.com)
About Global Invacom Group Limited
Global Invacom Group comprises a number of companies specialising in
innovative technology, products and solutions for the satellite ground
equipment sector. Uniquely, the Group provides fully integrated manufacturing
for most of its product lines providing additional quality and supply chain
assurance to a global blue-chip customer base in the satellite communications,
satellite TV and satellite navigation markets.
The Group has an established global presence with sales offices, research and
development centres and manufacturing facilities across the world, including
Singapore, China, Indonesia, the Philippines, Malaysia, Israel, the UK, and
the USA.
Global Invacom Group Limited is listed on the Mainboard of the Singapore
Exchange Securities Trading Limited and its shares are admitted to trading on
the AIM Market of the London Stock Exchange.
For more information, please refer to www.globalinvacom.com
(http://www.globalinvacom.com/)
APPENDIX
1. INTRODUCTION
The Board is convening an EGM to be held physically to seek the approval of
Shareholders in relation to the proposed cancellation of the admission of the
Company's Shares to trading on AIM. If approved, following the AIM Delisting,
the Company's Shares will remain listed on the Mainboard of SGX-ST and all
public trading of securities in the Company will take place on that exchange.
The purpose of this Circular is to seek Shareholders' approval for the
Resolution, to provide Shareholders with the background to and reasons for the
AIM Delisting, to explain the consequences of the AIM Delisting and to explain
why the Directors unanimously consider the AIM Delisting to be in the best
interests of the Company and its Shareholders as a whole and recommend voting
in favour of the Resolution at the EGM.
The AIM Rules for Companies require that, unless LSE otherwise agrees, the
cancellation of a company's shares from trading on AIM requires the consent of
not less than 75% of votes cast by its shareholders given in a general
meeting.
Shareholders' approval will be sought at the EGM to be convened and held at
Level 2, Grand Salon, Conrad Centennial Singapore, 2 Temasek Boulevard,
Singapore 038982 on Thursday, 26 October 2023 at 3.00 p.m. (Singapore time)
8.00 a.m. (UK time). The Notice of EGM is set out on pages EGM-1 to EGM-3 of
this Circular.
If the Resolution is approved at the EGM, it is expected that the AIM
Delisting will take effect on Friday, 3 November 2023 at 2.00 p.m. (Singapore
time) 7.00 a.m. (UK time) and the last day of trading on AIM will be Thursday,
2 November 2023.
Shareholders are advised that neither SGX-ST nor LSE assumes responsibility
for the contents of this Circular, including the correctness of any statements
or opinions made, or reports contained in this Circular. Shareholders who have
any doubt as to the action they should take, should consult their stockbrokers
or other professional advisers immediately.
In the event that the Resolution is not approved, the Company's Shares will
remain admitted to trading on AIM.
2. PROPOSED CANCELLATION OF ADMISSION OF THE COMPANY'S SHARES
TO TRADING ON AIM
2.1. BACKGROUND TO AND REASONS FOR THE AIM DELISTING
The Company was incorporated on 25 March 2002 and has a primary listing of its
Shares on the SGX-ST. It has been admitted to trading on AIM since 2 July
2014.
The reasons for originally listing on AIM were to help support and strengthen
the growth opportunities of the Group and enhance the value of the Company and
the Shares. The Board was of the view that the AIM admission would:
(a) provide the Company with additional capital for future
expansion and other business plans;
(b) provide the Company with an additional channel to raise
capital and gain access to a wider range of institutional and retail
investors, who will be able to participate and trade in the equity of the
Company in Sterling pounds; and
(c) enhance the Company's profile internationally,
therefore benefitting the Company's long-term visibility, reputation, growth
and development with investors and customers.
The Directors have for some time been assessing the advantages and
disadvantages to the Company and its Shareholders in retaining its dual
listing structure and in particular its listing on AIM. The Directors have now
concluded and believe that seeking the AIM Delisting is in the best interests
of the Company and its Shareholders as a whole. In reaching this conclusion,
the Board has considered the following key factors, amongst others:
(a) the considerable cost, management time and the legal and
regulatory burden associated with maintaining the Company's admission to
trading on AIM which, in the Directors' opinion, are disproportionate to the
benefits to the Company;
(b) AIM does not offer investors the opportunity to trade in
meaningful volumes per se or with frequency within an active market. With low
trading volumes, the Company's Share price can move up or down significantly
following trades of small numbers of Shares; and
(c) in light of the limited liquidity in the Shares, the
Directors believe that continued admission to trading on AIM no longer
sufficiently provides the Company with the advantages of providing access to
capital.
Following the above considerations, the Directors are of the view the AIM
admission has not fulfilled the anticipated outcomes to the extent envisaged;
in particular, there has been no material access to additional capital and the
AIM listing has not markedly benefitted the Group's expansion. The Directors
have considered the pros and cons of maintaining a dual listing structure and
the Board has decided to implement the AIM Delisting for the following
reasons:
· The continued listing on AIM is unlikely to provide the
Company with significantly wider or more cost-effective access to capital than
its listing on the Mainboard of SGX-ST;
· The AIM listing does not offer investors the opportunity
to trade in meaningful volumes or with frequency within an active market;
· The AIM Delisting may enhance the liquidity of trading in
the Company's securities by combining on the Mainboard of SGX-ST the volume of
transactions from both SGX-ST and AIM;
· Having securities solely listed on the Mainboard of
SGX-ST, rather than dual-listed on SGX-ST and AIM as is the case at present,
is expected to enhance the profile of the Company with investors based in
Asia;
· A Singapore main market only listing structure provides
for a streamlined operation that places it more clearly within the ranks of
comparable international technology companies in the satellite and
communications sector;
· The cost of complying with the AIM Rules for Companies is
duplicative of that for complying with the market rules in Singapore and the
Company sees advantages in reducing its cost base as it progresses its
development of technology and commercial strategy;
· Internal and external financial, administrative and legal
time spent on compliance with the AIM Rules for Companies is duplicative of
that required for compliance with the Singapore market rules. The costs are
disproportionate to the benefits;
· Shares will still be tradeable on a public market,
through SGX-ST on the Mainboard of SGX-ST; and
· The original reasons for the dual listing on AIM, to
increase liquidity and access to capital, have not materialised.
Accordingly, the Directors believe that it is no longer in the best interests
of the Company or its Shareholders as a whole for the Company to retain
admission of its Shares to trading on AIM.
For the purposes of AIM Delisting, the Company has appointed professional
advisers to monitor and assist in the process of the AIM Delisting and no
discrepancies have been identified between the applicable laws, rules and
regulations in both UK and Singapore.
2.2. PROCESS OF CANCELLATION
Under the AIM Rules for Companies, it is a requirement that, unless LSE
otherwise agrees, the AIM Delisting must be conditional upon the consent of
not less than 75% of votes cast by the shareholders at a general meeting.
Accordingly, the Company is proposing the Resolution at the EGM.
In addition, the Company is required to give a notice period of not less than
twenty (20) business days from the date on which notice of the intended AIM
Delisting is notified via a Regulatory Information Service and is given to
LSE. Accordingly, the Company (through its nominated adviser, Strand Hanson
Limited) has notified LSE of the Company's intention, subject to the
Resolution being passed at the EGM, to cancel the admission of the Company's
Shares to trading on AIM. Accordingly, if the Resolution is approved, the last
day of dealings in the Shares on AIM is expected to be on Thursday, 2 November
2023, and the AIM Delisting is expected to become effective on Friday, 3
November 2023 at 2.00 p.m. (Singapore time) 7.00 a.m. (UK time).
Upon the AIM Delisting becoming effective, the Company will no longer be
required to comply with the AIM Rules for Companies.
Certain Shareholders may be unable or unwilling to hold Shares if the AIM
Delisting is approved and becomes effective. Such Shareholders should seek tax
advice and consider their options prior to the AIM Delisting.
2.3. PRINCIPAL EFFECTS OF THE AIM DELISTING
If the Resolution is passed at the EGM, Shareholders will no longer be able to
buy and sell Shares on AIM after Thursday, 2 November 2023, being the last day
of dealings on AIM. However, the Company's Shares will remain listed on the
Mainboard of SGX-ST, which is a public market. Further details on how to
effect transactions on SGX-ST after the AIM Delisting are set out in Section
2.4 below.
As a company incorporated in Singapore, the Company will continue to be
subject to the requirements of the Companies Act.
Following the AIM Delisting taking effect, the Company will no longer be
subject to the AIM Rules for Companies or be required to retain the services
of a nominated adviser as required under the AIM Rules of Companies as the
principal adviser of the Company for the compliance of AIM Rules of Companies.
The Company will no longer be required to comply with the continuing
obligations set out in the DTRs or, provided the Company's securities remain
outside the scope of the regulation, UK MAR. In addition, the Company and its
Shareholders will no longer be subject to the provisions of the DTRs relating
to the disclosure of changes in significant shareholdings in the Company. The
Company will, however, continue to comply with all regulatory requirements for
the SGX-ST, including all applicable rules and regulations of SGX-ST and the
Singapore Code, and applicable disclosure obligations.
The principal effects of the AIM Delisting will be:
(a) there will no longer be a public market mechanism in the UK
through CREST for Shareholders to settle trades settling in the form of
Depositary Interests and no price will be publicly quoted for the Shares in
the UK;
(b) it is possible that, following announcement of the AIM
Delisting and publication of this Circular, the liquidity and marketability of
the Shares on AIM may be reduced, and the value of such Shares may be
consequently adversely affected;
(c) the AIM Rules for Companies will no longer apply to the
Company and, accordingly, Shareholders will no longer be afforded the
protections given by the AIM Rules for Companies. In particular, the Company
will not be bound (unless required by the regulations of SGX-ST, as
applicable) to:
· comply with the corporate governance practices applicable
to AIM companies;
· comply with AIM Rule 26, obliging the Company to publish
prescribed information on its website;
(d) the Company will continue to voluntarily disclose
significant Shareholder interests and to include this information and the
number of securities in issue on its website;
(e) the Company will cease to retain an AIM nominated adviser or
UK broker and its agreements with the same will be terminated;
(f) the cancellation might have personal taxation consequences
for Shareholders. Shareholders who are in any doubt about their tax position
should consult their own professional adviser immediately;
(g) following the AIM Delisting, the Company intends to
terminate the Depositary Interests facility, resulting in securities no longer
being capable of being held or transacted within the CREST system ("DI
Termination");
(h) Holders of Depositary Interests have the option, prior to
the DI Termination, to cancel their Depositary Interests and take receipt of
the underlying securities through their nominated nominee or custodian in CDP.
For those Holders who have not given instructions to the UK Depositary
Interests Registrar prior to the DI Termination, any remaining Depositary
Interests shall be withdrawn and a Holder shall be entered onto the Singapore
register as a Shareholder and issued a share certificate by the Registrars.
Please see Sections 2.4, 2.5 and Appendix B for further details.
After the AIM Delisting, the Company's Shares shall remain listed on the
SGX-ST and the Company shall be obliged to comply with the Singapore Code and
the Listing Manual, including making disclosures as required by the SGX-ST
rules. To avoid doubt, there is no change in the number of Shares in the share
capital of the Company.
These considerations are not exhaustive, and Shareholders should seek their
own independent advice when assessing the likely impact of the AIM Delisting
on them.
Shareholders should be aware that if the AIM Delisting takes effect, they will
at that time cease to hold Shares in a company whose Shares are admitted to
trading on AIM and the matters set out above, including the DI Termination,
will automatically apply to the Company from the date of the AIM Delisting.
Shareholders who continue to hold Shares through their nominated nominee or
custodian, as a participant within CDP, following the AIM Delisting will
continue to be notified in writing of the availability of key documents on the
SGXNet at http://www.sgx.com/securities/company-announcements.
Details of the application of the City Code and the Singapore Code to the
Company following the AIM Delisting are set out in Section 2.6 of this
Circular.
Upon receipt of a valid DI Cancellation Form, the UK Depositary Interests
Registrar shall implement the instructions of Holders who have submitted their
DI Cancellation Form to the UK Depositary Interests Registrar prior to the DI
Termination.
For those Holders who have not submitted such instructions, the UK Depositary
Interests Registrar and the Registrars (where applicable) shall procure that
there is a bulk withdrawal of the Depositary Interests and the Registrars
shall add the names of such Holders onto the Singapore register and issue
share certificates to the same.
Please note, Holders that have not lodged a valid DI Cancellation Form, to
receive Shares in their nominated CDP participant account, and instead receive
Shares in certificated form may not have continued immediate access to the
ability to trade and transact in those Shares. This is due to the time it will
take to receive the share certificate, which will be sent by the Registrars to
each relevant Holder by post and such certificate will need to be returned to
the relevant Holder's broker in Singapore at the point of a trade or deposit
to the CDP.
Other than the timing issue referred to in the preceding paragraph (during
which Holders may not be able to trade and transact in those Shares),
Shareholders' rights and entitlements should not be affected other than as set
out in this Section Error! Reference source not found. and in Sections 2.4 and
2.5 below.
2.4. TRADING OF SHARES PRIOR TO AND AFTER AIM DELISTING
2.4.1. Prior to the AIM Delisting
As at Friday, 15 September 2023, a breakdown of the current Shares is as
follows:
(a) Total Shares issued on SGX-ST and AIM 282,402,299 Shares
(b) The number of Shares represented by Depositary Interests on 1,995,089 Shares
AIM
(c) Total Shares on SGX-ST (including Treasury Shares) 280,407,210 Shares
(d) Treasury Shares 10,740,072 Shares
(e) Total Shares on SGX-ST (excluding Treasury Shares) 269,667,138 Shares
Prior to the AIM Delisting, Shares may be held in certificated or
uncertificated form.
A Shareholder who holds Shares in certificated form will hold a physical share
certificate and their name will be on the register of members in Singapore
maintained by the Registrars. Such Shareholders are able to transfer their
Shares in accordance with the Company's Constitution or may dematerialise the
same to hold Depositary Interests which may be traded on SGX-ST (via CDP or a
nominee/broker with a CDP Account) or AIM (through CREST).
Only uncertificated Shares in the form of Depositary Interests (representing
Shares) are traded on AIM. Prior to the AIM Delisting, Holders or their
nominees/brokers (as applicable) (whose details are contained on the register
of Depositary Interests maintained by the UK Depositary Interests Register),
may trade such Depositary Interests through the CREST system.
Shareholders may trade Shares on AIM prior to the AIM Delisting by giving
instructions to their broker/nominee who will effect such trades through the
CREST system.
Prior to the AIM Delisting, Shareholders may, but are not obliged to, sell
their Shares or trade their Depositary Interests.
Shareholders should note that any sales of Depositary Interests, if
significant, could have a negative effect on the trading price of the Shares.
2.4.2. After the AIM Delisting
Following the subsequent DI Termination, Shares can be held in certificated or
uncertificated form in Singapore.
The Registrars will maintain the principal register of members in Singapore
and act as the share registrar and transfer agent of the Company.
Certificates for Shares issued by the Registrars will be valid for delivery in
respect of dealings effected on the SGX-ST.
All Shares traded on the SGX-ST are registered in the name of CDP or its
nominees and held by CDP for and on behalf of persons who maintain, either
directly, or through a Depository Agent, securities accounts with the CDP. The
persons named in the Depository Register are deemed to be Shareholders of the
Company.
The brokerage commission in respect of Shares is freely negotiable. Fees may
be applicable for a withdrawal of Shares and Holders should check with their
nominee beforehand.
Following the AIM Delisting, Shares will still be tradeable on the Mainboard
of SGX-ST but will not be tradeable on AIM or through CREST and, following the
DI Termination, the securities will no longer be capable of being held or
transacted through CREST.
For those Holders with Depositary Interests for which a DI Cancellation Form
is received prior to the DI Termination, the Depositary Interests will be
cancelled in the UK and the underlying Shares transferred to the nominated CDP
participant in Singapore, where the nominee to whom such interests were
transferred will maintain securities accounts with CDP and hold the same on
the Holders' behalf.
Holders will be able to give instructions to their nominees to
transfer/withdraw their interests and the relevant nominee will provide
Holders with further details in that respect. It is important that Holders
allow sufficient time for their current nominee to act on any such
instructions prior to the DI Termination, and Holders should contact their
nominee as early as possible to understand the instruction process, timings
and any fees payable.
In Singapore, a Shareholder may transfer all or any of their Shares which are
in certificated form by an instrument of transfer which must be delivered to
the registered office of the Company (or such other place as the Board
determines) accompanied by the certificates of the Shares to be transferred.
The instrument of transfer must be signed by or on behalf of the transferor
and the transferee and must be witnessed.
A Shareholder may transfer all or any of their Shares which are in
uncertificated form and are traded on the SGX-ST by means of a book-entry in
the register maintained by CDP in accordance with the SFA.
The Board may refuse to register the transfer of a Share which is not fully
paid or on which the Company has a lien.
The Board may refuse to register a transfer of a certificated Share unless:
(a) in the case of registered transfers, such fee not
exceeding two Singapore dollars (S$2) (or such other sum as may be prescribed
or approved by the SGX-ST from time to time) as the Board may from time to
time require, is paid to the Company for the registration of each transfer
(except that CDP shall not be liable to pay any fee in respect of the
registration of a transfer);
(b) the amount of proper duty (if any) with which each
instrument of transfer is chargeable under any law for the time being in force
relating to stamps is paid;
(c) the instrument of transfer, duly stamped in accordance
with any law for the time being in force relating to stamp duty, is deposited
at the registered office or at such other place (if any) as the Board appoints
accompanied by the certificates of the Shares to which it relates, and such
other evidence as the Board may reasonably require to show the right of the
transferor to make the transfer and, if the instrument of transfer is executed
by some other person on his behalf, the authority of the person to do so; and
(d) the instrument of transfer is in respect of only one (1)
class of share.
2.5. OPTIONS FOR UK HOLDERS
Depositary Interests exist only in uncertificated form and are only available
to members of the CREST system or their sponsored members. It is possible to
cancel holdings of Depositary Interests (in uncertificated form) into Shares
in Singapore either (a) represented by book-entry interests in uncertificated
form through CDP or (b) in certificated form represented by a physical share
certificate on the register of members in Singapore.
The position for Shareholders prior to the AIM Delisting is outlined in
Section 2.4.1 above.
Prior to the AIM Delisting, Holders of Depositary Interests may:
(a) trade Shares represented by their Depositary Interests
prior to the AIM Delisting; or
(b) complete and return the DI Cancellation Form to the UK
Depositary Interests Registrar prior to the DI Termination as detailed in
Section 2.7; or
(c) take no action, in which case their Depositary
Interests shall be cancelled and the Holders shall be named as Shareholders on
the Singapore Register and issued share certificates by the Registrars, such
Shares comprising an equivalent number as the cancelled Depositary Interests.
Please see the Q&A for UK Holders contained in Appendix B for further
information.
The position for Shareholders after the AIM Delisting (if approved) is
outlined in Section 2.4.2 above.
2.6. APPLICATION OF THE CITY CODE AND THE SINGAPORE CODE
Following the AIM Delisting, the Company will remain a public limited company
incorporated in Singapore.
Shareholders should note that, whilst the City Code does not apply to the
Company and therefore, they have no protection under the City Code, they will
receive the protections afforded by the Singapore Code which is broadly
similar to the City Code.
Before giving approval to the AIM Delisting, Shareholders who are in any doubt
as to the application of the Singapore Code to them, should speak to a
professional adviser who is qualified to advise on such matters, or they
should contact the Council directly.
2.7. INFORMATION FOR UK HOLDERS
Holders are asked to complete and return the Form of Instruction to the UK
Depositary Interests Registrar to ensure it reaches them as soon as possible
and not later than seven (7) days before the EGM.
If the Resolution is passed at the EGM, any dealings in the Company's Shares
on AIM, settling in the form of Depositary Interests, will continue to be
traded through CREST until UK market close on Thursday, 2 November 2023.
To effect the concurrent DI Termination, the UK Depositary Interests Registrar
is required to give thirty (30) days' notice to the Holders terminating the UK
Depositary facility in respect of the Depositary Interests. Such notice shall
be deemed to be given by the publication of this Circular, but termination of
the facility shall not take effect until completion of the bulk withdrawal
detailed below.
Prior to the DI Termination, Holders are asked to complete and return the DI
Cancellation Form to the UK Depositary Interests Registrar for the UK
Depositary Interests Registrar to implement the instructions of the Holders
based on the DI Cancellation Form.
In the event a valid DI Cancellation Form has been received from a Holder, the
UK Depositary Interests Registrar is entitled to deliver to the transferee
named in such instruction any securities into which the underlying Shares have
been delivered.
If a valid DI Cancellation Form has been received by the required time, the UK
Depositary Interests Registrar shall, to the extent it is lawfully able,
action such instructions.
If valid DI Cancellation Form have not been received from all Holders, at the
point of DI Termination, the remaining Depositary Interests shall be cancelled
and the Registrars notified by the UK Depositary Interests Registrar to enter
the names of the relevant Holders onto the Singapore register and issue share
certificates to the same (such Shares comprising a number equivalent to the
Depositary Interests which have been cancelled).
It is envisaged that the above referenced cancellation and transfer will
generally require two (2) to four (4) days to complete.
Holders who intend to complete a DI Cancellation Form will need to check with
their nominees if there are any fees payable in respect of a withdrawal, and
the time by which they need to notify their nominee of the request.
Any Holders requiring further information on moving between the settlement
systems will be able to obtain further information from the UK Depositary
Interests Registrar.
2.8. TAXATION
Many investors purchase AIM-quoted shares because they are classed as
unlisted/unquoted securities which may qualify holders who are UK tax
residents and UK domiciled for relief from inheritance taxation and certain
other preferential tax benefits. The Company cannot and does not provide any
form of taxation advice to Shareholders and therefore Shareholders are
strongly advised to seek their own taxation advice to confirm the consequences
of the delisting.
2.8.1. UK Stamp Duty
No stamp duty should be payable on the transfer of Shares provided that the
instrument effecting such transfer (if any) is executed and kept outside the
UK and does not relate to anything done or to be done in the UK. No stamp duty
reserve tax should be payable on agreements to transfer Shares, on the basis
that the Shares are issued by a body corporate and not incorporated in the UK,
provided that such Shares are not registered on a register kept in the UK.
No stamp duty should be payable on the transfer of Depositary Interests
representing Shares provided that there is no instrument effecting such
transfer. In addition, provided that the Depositary Interests representing
Shares fall within the definition of "depositary interest" in Regulation 2 of
the Stamp Duty Reserve Tax (UK Depositary Interests in Foreign Securities)
Regulations 1999 (SI 1999/2383), no stamp duty reserve tax should be payable
on agreements to transfer such Depositary Interests.
2.8.2. Singapore Stamp Duty
A transfer of Shares in certificated form will generally be subject to
Singapore stamp duty at the rate of 0.2% of the higher of the consideration
given for the Shares and their net asset value. This stamp duty should be paid
by the buyer or transferee unless the transfer documents provide otherwise.
A transfer of Shares represented by Depositary Interests (including those
issued as book-entry interests within CDP), should not be subject to Singapore
stamp duty.
It is strongly recommended that Shareholders obtain appropriate professional
advice in respect of these and other taxes.
3. DIRECTORS' RECOMMENDATION
Having fully considered the rationale and benefit of the AIM Delisting, the
Directors are of the opinion that the AIM Delisting is in the best interests
of the Company. For the reasons set out in Section 2 of this Circular, the
Directors unanimously recommend that Shareholders vote in favour of
Resolution, being the special resolution relating to the AIM Delisting at the
forthcoming EGM.
4. ACTION TO BE TAKEN BY SHAREHOLDERS
The Company's EGM is being convened, and will be held physically at Level 2,
Grand Salon, Conrad Centennial Singapore, 2 Temasek Boulevard, Singapore
038982.
If a Shareholder is unable to attend the EGM and wishes to appoint a proxy to
vote on his behalf, he should complete, sign and return the Proxy Form
attached to this Circular in accordance with the instructions thereon as soon
as possible by post, to be deposited with the Company's Share Registrar at
B.A.C.S. Private Limited at 77 Robinson Road, #06-03 Robinson 77, Singapore
068896 and, in any event, not less than 48 hours before the time fixed for the
EGM. Appointment of a proxy by a Shareholder does not preclude him from
attending and voting in person at the EGM if he so wishes.
A Depositor shall not be regarded as a Shareholder entitled to attend the EGM
and to speak and vote thereat unless his name appears on the Depository
Register as certified by CDP, not less than 72 hours before the time fixed for
the EGM.
Holders of Depositary Interests should complete and return the Form of
Instruction as appended as Appendix A in this Circular to Computershare
Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY,
England as soon as possible but in any event to be received not later than
seven (7) days prior to meeting or seven (7) days before any adjourned
meeting. Further details are set out in the notes to the Notice of EGM.
5. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors, whose names appear on page 7 of this Circular, and the Company
accept individual and collective responsibility for the Company's compliance
with the AIM Rules for Companies.
The Directors collectively and individually accept full responsibility for the
accuracy of the information given in this Circular and confirm that after
making all reasonable enquiries that, to the best of their knowledge and
belief, this Circular constitutes full and true disclosure of all material
facts about the matters stated in this Circular, the Company and its
subsidiaries, and the Directors are not aware of any facts the omission of
which would make any statement in this Circular misleading.
Where information in this Circular has been extracted from published or
otherwise publicly available sources or obtained from a named source, the sole
responsibility of the Directors has been to ensure that such information has
been accurately and correctly extracted from those sources and/or reproduced
in this Circular in its proper form and context.
6. DOCUMENTS AVAILABLE FOR INSPECTION
The Constitution may be inspected at the registered office of the Company at 7
Temasek Boulevard, Level 32, Suntec Tower One, Singapore 038987 during normal
business hours from the date of this Circular up to and including the day of
the EGM.
DEFINITIONS
The following definitions apply throughout this Circular, except where the
context otherwise requires:
"AIM" : AIM, a market operated by LSE
"AIM Delisting" : The proposed cancellation of admission of the Company's Shares to trading on
AIM
"AIM Rules for Companies" : The rules and guidance for companies whose shares are admitted to trading on
AIM entitled "AIM Rules for Companies" published by LSE as amended from time
to time
"Board" : The board of Directors of the Company for the time being
"CDP" : The Central Depository (Pte) Limited, the authorised operator of the Singapore
Clearing and Settlement System
"certificated" or "in certificated form" : In relation to a Share, recorded on the Company's register as being held in
certificated form by way of a physical share certificate
"Circular" : This circular to Shareholders dated Tuesday, 26 September 2023
"City Code" : The City Code on Takeovers and Mergers of the United Kingdom, as modified and
amended from time to time, and all practice notes, rules and guidelines
thereafter, as may be issued or amended from time to time
"Companies Act" : The Companies Act 1967 of Singapore, as amended, modified or supplemented from
time to time
"Company" : Global Invacom Group Limited
"Constitution" : The Constitution of the Company
"Council" : The Securities Industry Council of Singapore
"CPF" : The Central Provident Fund of Singapore
"CREST" : The computerised settlement system to facilitate transfer of title to or
interest in securities in uncertificated form operated by Euroclear UK &
International Limited
"Depositary Interests" : Dematerialised depositary interests representing Shares as issued and held
through CREST
"Director(s)" : The director(s) of the Company for the time being
"DI Cancellation Form" : The Depositary Interests cancellation instruction for the Holders as set out
in Appendix C
"DI Termination" : The date on which, following the AIM Delisting, the Depositary Interests
services and the ability to hold or transact in the relevant securities in
CREST cease
"DTRs" : The Disclosure Guidance and Transparency Rules of the FCA
"EGM" : The extraordinary general meeting of the Company, notice of which is set out
in pages EGM-1 to EGM-3 of this Circular
"FCA" : The UK Financial Conduct Authority
"FSMA" : The Financial Services and Markets Act 2000 of United Kingdom, as amended,
modified or supplemented from time to time
"Form of Instruction" : The form of instruction for the Holders as set out in Appendix A
"Group" : The Company and its subsidiaries
"Holders" : Holders of Depositary Interests
"Listing Manual" : The listing manual of the SGX-ST, as may be amended, modified or supplemented
from time to time
"LSE" : London Stock Exchange plc
"Notice of EGM" : The notice of the EGM as set out in pages EGM-1 to EGM-3 of this Circular
"Proxy Form" : The proxy form sent with the Notice of EGM, as set out in this Circular
"Registrars" : B.A.C.S. Private Limited
"Regulatory Information Service" : A service approved by the LSE for the distribution of announcements to the
public
"Resolution" : The proposed special resolution in relation to the AIM Delisting to be passed
at the EGM as set out in the Notice of EGM
"S$" : Singapore dollar, being the lawful currency of Singapore
"SFA" : The Securities and Futures Act 2001 of Singapore, as amended, modified or
supplemented from time to time
"SGXNet" : The online announcement platform hosted by SGX-ST
"SGX-ST" : Singapore Exchange Securities Trading Limited
"Singapore" : The Republic of Singapore
"Share(s)" : Ordinary share(s) in the capital of the Company, or electronic interests in
respect of such ordinary shares held through CDP or in the form of Depositary
Interests (as the case may be). To avoid doubt, there is only one (1) class of
shares issued by the Company
"Shareholders" : Holders and/or registered holders of Shares in the register of members of the
Company (as the case may be), except that where the registered holder is CDP
or its nominees, the term "Shareholders" shall, in relation to such Shares,
mean the Depositors whose securities accounts maintained with CDP are credited
with Shares
"Singapore Code" : The Singapore Code on Take-over and Mergers, as modified and amended from time
to time, and all practice notes, rules and guidelines, thereafter, as may be
issued or amended from time to time
"SRS" : Supplementary Retirement Scheme
"Sterling" or "£" : UK pounds sterling, being the lawful currency of United Kingdom
"Strand Hanson Limited" : Strand Hanson Limited, the Company's nominated adviser
"UK Depositary Interests Registrar" : Computershare Investor Services PLC
"UK MAR" : Regulation (EU) No.596/2014 which forms part of domestic law in the United
Kingdom pursuant to the European Union (Withdrawal) Act 2018
"UK" or "United Kingdom" : The United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form" : In relation to a Share, recorded under CDP's name on the Company's share
register
"%" : Per centum or percentage
Depositor, Depository Agent and Depository Register. The terms "Depositor",
"Depository Agent" and "Depository Register" shall have the same meanings
ascribed to them respectively in Section 81SF of the SFA
Gender. Words importing the singular shall, where applicable, include the
plural and vice versa and words importing the masculine gender shall, where
applicable, include the feminine and vice versa. References to persons shall,
where applicable, include corporations.
Statutes. Any reference in this Circular to any enactment is a reference to
that enactment as for the time being amended or re-enacted. Any word defined
under the Companies Act, the SFA, the Listing Manual, the Singapore Code or
any statutory modification thereof and used in this Circular shall, where
applicable, have the meaning ascribed to it under the Companies Act, the SFA,
the Listing Manual, the Singapore Code or any modification thereof, as the
case may be, unless the context requires otherwise.
Shares. Any reference in this Circular to Shares being allotted to a person
includes allotment to CDP and its nominees for the account of that person.
Time. Any reference to a time of day in this Circular shall be a reference to
Singapore time unless otherwise stated.
Rounding. Any discrepancies in the tables included herein between the listed
amounts and totals thereof are due to rounding. Accordingly, figures shown as
totals in this Circular may not be an arithmetic aggregation of the figures
that precede them.
Cautionary note regarding forward-looking statements
This Circular contains statements about the Company that are or may be
"forward-looking statements". All statements, other than statements of
historical facts, included in this Circular may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that include,
the words "targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "should", "anticipates", "estimates", "projects" or words or
terms of similar substance, or the negative thereof, are forward-looking
statements. These forward-looking statements are not guarantees of future
performance and have not been reviewed by the auditors of the Company. They
appear in a number of places throughout this Circular and include statements
regarding the intentions, beliefs and current expectations of the Company or
the Directors concerning, amongst other things, the results of operations,
financial condition, liquidity, prospects, growth and strategies of the
Company and the industry in which the Group operates.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different from any
results, performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding the present and future business strategies of
the Company and the environment in which it will operate in the future.
Past performance is not a guarantee of future performance. Investors should
not place undue reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements of the AIM
Rules for Companies), the Company does not undertake any obligation to update
publicly or revise any forward-looking statements (including to reflect any
change in expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement is based). All subsequent
forward-looking statements attributed to the Company or any persons acting on
its behalf are expressly qualified in their entirety by the cautionary
statement above. All forward-looking statements contained in this Circular are
based on information available to the Directors of the Company at the date of
this Circular, unless some other time is specified in relation to them, and
the posting or receipt of this Circular shall not give rise to any implication
that there has been no change in the facts set forth herein since such date.
Notice to overseas persons
The distribution of this Circular in certain jurisdictions may be restricted
by law and therefore persons into whose possession this Circular comes should
inform themselves about and observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.
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