REG - Slingsby(H.C.)Plc - Proposed cancellation of admission to AIM
20/11/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251120:nRST2622Ia&default-theme=true
RNS Number : 2622I Slingsby(H.C.)Plc 20 November 2025
The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended. With the publication of this announcement,
this information is now considered to be in the public domain.
20 November 2025
H C SLINGSBY PLC
("Slingsby" or the "Company" or the "Group")
Proposed cancellation of admission of Ordinary Shares to trading on AIM
Proposed adoption of New Articles
and
Notice of General Meeting
HC Slingsby PLC (AIM: SLNG), one of the market leaders in the distribution of
industrial and commercial equipment, today announces the proposed cancellation
of admission of its Ordinary Shares to trading on AIM (the "Cancellation") and
the proposed adoption of new articles of association (the "New Articles").
A circular (the "Circular") will today be posted to Shareholders which
includes notice of a General Meeting of the Company which is being convened
for 15 December 2025 at the offices of Hill Dickinson LLP, 11 Wellington
Place, Leeds, LS1 4AP at 2.00 p.m. (the "General Meeting") at which the
following Resolutions will be proposed for the purposes of implementing the
following Proposals:
· Resolution 1, which will be proposed as a special resolution and which
is conditional upon the passing of Resolution 2, is to approve the
Cancellation (the "Cancellation Resolution").
· Resolution 2, which is proposed as a special resolution and which is
conditional upon the passing of Resolution 1 and the Cancellation becoming
effective, is to approve the adoption of the New Articles.
The Company has received irrevocable undertakings from Shareholders including
the Directors, representing approximately 73.12 per cent. of the Company's
issued ordinary share capital, to vote in favour of the Resolutions.
The Cancellation Resolution is conditional, pursuant to Rule 41 of the AIM
Rules, upon the approval of Shareholders holding not less than 75 per cent. of
the votes cast by Shareholders (whether present in person or by proxy) at the
General Meeting.
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 22
December 2025 and that the effective date of the Cancellation will be 23
December 2025.
A copy of this announcement and the Circular will be made available shortly on
the Investors section of the Company's website at www.slingsby.com
(http://www.slingsby.com) .
The above summary should be read in conjunction with the full text of this
announcement and the Circular, extracts from which are set out below. All
capitalised terms used throughout this announcement shall have the meanings
given to such terms in the Definitions section of this announcement below and
as defined in the Circular. References to 'this document' refer to the
Circular. References to numbered 'Parts' below refer to the relevant parts of
the Circular.
For further information, please contact:
H C Slingsby PLC Tel: 01274 535 030
Andrew Kitchingman, Non-Executive Chairman
Morgan Morris, Group Chief Executive
Allenby Capital Limited (Nominated adviser and Broker) Tel: 020 3328 5656
Alex Brearley / Ashur Joseph (Corporate Finance)
Amrit Nahal (Sales and Corporate Broking)
EXTRACTS FROM THE CIRCULAR
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2025(1)
Announcement of the Proposals 7.00 a.m. on 20 November
Publication of this document 20 November
Latest time and date for receipt of proxy appointments 2.00 p.m. on 11 December
General Meeting 2.00 p.m. on 15 December
Last day of dealings in Ordinary Shares on AIM 22 December
Cancellation of admission of the Ordinary Shares to trading on AIM 7.00 a.m. on 23 December
Expected adoption of New Articles On or around 23 December following Cancellation becoming effective
Notes:
1. All of the times referred to in this document refer to UK
time, unless otherwise stated.
2. Each of the above times and/or dates is subject to change
at the absolute discretion of the Company If any of the above times and/or
dates should change, the revised times and/or dates will be announced through
a Regulatory Information Service.
PART 1
LETTER FROM THE CHAIRMAN OF HC SLINGSBY PLC
Proposed cancellation of admission to trading on AIM and adoption of new
articles of association
And
Notice of General Meeting
1. Introduction and summary
Slingsby is a UK-based supplier of industrial and commercial equipment,
providing a wide range of workplace products such as storage, handling, and
safety solutions. Founded in 1893 and headquartered in Shipley, West
Yorkshire, the Company serves businesses across the lifting, storage safety,
security and hygiene sectors. It operates primarily through its online
platform and catalogues, offering over 45,000 products to support efficient
and safe workplace operations.
On 20 November 2025 the Company announced that the Board recommends the
Cancellation of the admission of the Company's Ordinary Shares on AIM and the
adoption of New Articles and is convening the General Meeting for such
purposes.
The purpose of this document is, amongst other things, to provide you with
more information about the background to and reasons for the Proposals, to
explain the consequences of the Proposals, to explain why the Board considers
the Proposals to be in the best interests of the Company and its Shareholders
as a whole and why the Directors unanimously recommend that you vote in favour
of the Resolutions to be proposed at the General Meeting, notice of which is
set out at the end of this document.
If the Cancellation Resolution is passed at the General Meeting, it is
anticipated that the Cancellation will become effective at 7.00 a.m. on 23
December 2025. The Cancellation Resolution is conditional, pursuant to Rule 41
of the AIM Rules, upon the approval of Shareholders holding not less than 75
per cent. of the votes cast by Shareholders (whether present in person or by
proxy) at the General Meeting, notice of which is set out at the end of this
document.
The Company has received irrevocable undertakings from Shareholders including
the Directors, representing approximately 73.12 per cent. of the Company's
issued ordinary share capital, to vote in favour of the Resolutions.
In accordance with Rule 41 of the AIM Rules, the Company 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 23 December 2025.
Following the Cancellation there will be no formal market mechanism enabling
Shareholders to trade Ordinary Shares and there will not be a formal matched
bargain facility in place. 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 22 December 2025 and that the effective date of the Cancellation will be 23
December 2025.
2. Recent trading and prospects
Unaudited Group sales in the nine months to 30 September 2025 were 3 per cent.
lower when compared to the same period in the prior financial year. Despite
the reduction in sales, lower overhead costs have resulted in an unaudited
operating profit before exceptional items of £45,000 (2024: £131,000
loss).
Unaudited loss before tax for the nine months to 30 September 2025 was
£237,000 after an exceptional item of £42,000 relating to the costs of the
formal sale process under the Takeover Code which took place in the first
quarter of the year and after £231,000 of interest relating to the defined
benefit pension scheme. The unaudited loss before tax in the nine months
ended 30 September 2024 was £526,000 (after exceptional costs associated with
the retirement of Dominic Slingsby of £200,000 and interest relating to the
defined benefit pension scheme of £203,000).
The market continues to be highly competitive, and the Group continues to
remain cautious regarding the outlook for the remainder of the current
financial year. This is particularly the case given the increase in
operating costs resulting from the increases in the national minimum wage,
employers' national insurance and from changes to business rates. It also
appears that certain customers are deferring their spending decisions
pending the outcome of the Chancellor's 2025 Autumn Statement in late
November.
The impact that these factors may have on demand for the Group's products
going forward is difficult to forecast. There also continues to be the
potential for credit related issues should customers become insolvent.
Cash Position
The Group had unaudited net debt of approximately £340,000 as at 30 September
2025 compared to unaudited net debt of £360,000 as at 30 September 2024 and
net debt of £550,000 as at 31 December 2024. The Group's banking facilities
remain in place and the Group continues to make payments to the defined
benefit pension scheme in accordance with the agreement reached with the
scheme's trustee in March 2024.
3. Background to and reasons for the Cancellation
The Board has conducted a review of the benefits and drawbacks for the Company
and its Shareholders of retaining the admission to trading of the Ordinary
Shares on AIM. The Board has taken into consideration numerous factors, both
positive and negative, and considered the interests of all Shareholders in
reaching its decision. Following this review, the Board has concluded that the
continued admission to trading of the Ordinary Shares on AIM is not
appropriate and, accordingly, believe that the Cancellation will be in the
best interests of the Company and its Shareholders as a whole for the reasons
set out below.
Limited free float and lack of liquidity in the Ordinary Shares
The Directors believe that the current and historical levels of liquidity in
trading of the Company's Ordinary Shares on AIM do not, in itself, offer
investors the opportunity to trade in meaningful volumes or with frequency
within an active market and in a way that provides additional value to the
Shareholders compared to if the Company was an unquoted company. The Directors
believe that the pool of readily tradeable shares outside of the holdings of
the Directors and certain substantial shareholders is limited.
Cost, management time and the legal and regulatory burden associated with
maintaining the Company's admission to trading on AIM
The Directors believe that the considerable management time and cost and the
legal and regulatory burden associated with maintaining the Company's
admission to trading on AIM is, in the Board's opinion, disproportionate to
the benefits of the Company's continued admission to trading on AIM,
particularly given the limited and inconsistent liquidity in the Ordinary
Shares as described above. Given the lower costs associated with unquoted
company status, the Cancellation will reduce the Company's recurring
administrative and adviser costs which the Board believes can be better spent
supporting and investing in the Group's business. These administrative and
adviser cost savings include:
· Nominated adviser and broker fees;
· London Stock Exchange fees;
· Audit cost premium associated with being a quoted company, including
the greater time required to meet regulatory and disclosure obligations; and
· Legal review costs on general market compliance matters.
The Cancellation will also permit the re-allocation of some internal resources
and allow more time for the Board to focus on commercial and operational
matters.
Business and Strategic Flexibility
The Board believes that its flexibility to move quickly and explore, initiate
and participate in transactional or strategic opportunities will be enhanced
by the Cancellation, without the Company having the constraints of triggering
announcement obligations. This may be advantageous in the Company's business
development discussions which may ultimately benefit the Company and
Shareholders as a whole.
Support from Shareholders
The Company has obtained irrevocable undertakings for the Proposals from
Shareholders representing 73.12 per cent. of the Company's current issued
share capital. Further details are set out below.
As a result of this review and following careful consideration, the Board
considers the disadvantages associated with maintaining the admission of the
Ordinary Shares to trading on AIM to be disproportionately high when compared
to the perceived benefits and therefore, the Board has unanimously concluded
that the Proposals are in the best interests of the Group and its Shareholders
as a whole.
4. Process for, and principal effects of, the Cancellation
Under the AIM Rules, the Company is required to give at least 20 clear
Business Days' notice of the Cancellation. Additionally, the Cancellation will
not take effect until at least five clear Business Days have passed following
the passing of the Cancellation Resolution. If the Cancellation Resolution is
passed at the General Meeting, it is proposed that the last day of trading in
the Ordinary Shares on AIM will be 22 December 2025 and that the Cancellation
will take effect at 7.00 a.m. on 23 December 2025.
Under the AIM Rules, it is a requirement that the Cancellation must be
conditional upon the consent of not less than 75% of votes cast by
Cancellation Resolution is conditional Shareholders given at the General
Meeting. Accordingly, the Notice of General Meeting set out in at the end of
this Document contains a special resolution to approve the Cancellation.
The principal effects of the Cancellation will include, among other things,
the following:
· as a (unquoted) public limited company, there will be no formal market
mechanism enabling Shareholders to trade Ordinary Shares, and no price will be
publicly quoted for the Ordinary Shares;
· it is possible that, following the publication of this document, the
liquidity and marketability of the Ordinary Shares may be significantly
reduced (more than its current subdued levels), and their value adversely
affected (however, as set out above, the Directors believe that the existing
liquidity in the Ordinary Shares is, in any event, limited);
· the Ordinary Shares may be more difficult to sell compared to shares
of companies traded on AIM (or any other recognised market or trading
exchange);
· in the absence of a formal market and quoted price, it may be
difficult for Shareholders to determine the market value of their investment
in the Company at any given time;
· the regulatory and financial reporting regime applicable to companies
whose shares are admitted to trading on AIM will no longer apply. In
particular:
o the Company will no longer be subject to UK MAR regulating inside
information and other matters;
o 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;
o Shareholders will no longer be afforded the protections given by the AIM
Rules, such as the requirement to appoint a nominated adviser or the
requirement that Shareholders be notified of price sensitive information or
certain events or that the Company should 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
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;
· Allenby Capital will cease to be AIM nominated adviser to the Company
for the purpose of the AIM Rules;
· The Company intends to cease its CREST facility in due course
following the Cancellation and although the Ordinary Shares will remain
transferable, they will cease to be transferable through CREST and
Shareholders who hold Ordinary Shares in CREST will receive share
certificates;
· stamp duty may 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 and Wales in accordance with and subject to
the Act, notwithstanding the Proposals.
5. The Takeover Code
The Takeover Code (the "Code") applies to any company which has its registered
office in the UK, the Channel Islands or the Isle of Man if any of its equity
share capital or other transferable securities carrying voting rights are
admitted to trading on a UK regulated market, a UK multilateral trading
facility, or a stock exchange in the Channel Islands or the Isle of Man. The
Code therefore applies to the Company as its securities are admitted to
trading on AIM, which is a UK multilateral trading facility.
The Code also applies to any company which has its registered office in the
UK, the Channel Islands or the Isle of Man if any of its securities were
admitted to trading on a UK regulated market, a UK multilateral trading
facility, or a stock exchange in the Channel Islands or the Isle of Man at any
time during the preceding two years.
Accordingly, if the Cancellation is approved by Shareholders at the General
Meeting and becomes effective, the Code will continue to apply to the Company
for a period of two years after the Cancellation, following which the Code
will cease to apply to the Company.
While the Code continues to apply to the Company, a mandatory cash offer will
be required to be made if either:
· any person acquires an interest in shares which (taken together with
the shares in which the person or any person acting in concert with that
person is interested) carry 30% or more of the voting rights of the company;
or
· any person, together with persons acting in concert with that person,
is interested in shares which in the aggregate carry not less than 30% of the
voting rights of a company but does not hold shares carrying more than 50% of
such voting rights and such person, or any person acting in concert with that
person, acquires an interest in any other shares which increases the
percentage of shares carrying voting rights in which that person is
interested.
Brief details of the Takeover Panel, and of the protections afforded by the
Code, are set out in Part 2 of this document.
Before voting on the Cancellation, you may want to take independent
professional advice from an appropriate independent financial adviser.
6. 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 Cancellation.
The Directors are aware that certain Shareholders may be unable or unwilling
to hold Ordinary Shares in the event that the Cancellation is approved and
becomes effective. Such Shareholders may consider selling their interests in
the market prior to the Cancellation becoming effective. The Board is not
making any recommendation as to whether or not Shareholders should buy or sell
their Ordinary Shares.
Following the Cancellation
There will not be a formal matched bargain facility in place following
Cancellation.
Following Cancellation, as the Ordinary Shares will no longer be traded on a
public market, the Company intends to use reasonable endeavours where possible
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 (shareholders@slingsby.com
(mailto:shareholders@slingsby.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 share
transactions might take place. The Company may choose to cease providing such
introductions at any time in the future, in its absolute discretion.
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 22 December 2025 and
that the effective date of the Cancellation will be 23 December 2025.
7. Provision of information, services and facilities following the
Cancellation
The Company currently intends to continue to provide certain information,
services and facilities to Shareholders following the Cancellation. The
Company will:
· communicate information to Shareholders about the Company's ongoing
performance, to the extent required by the Act, including in relation to its
annual accounts; and
· continue, for at least 12 months following the Cancellation, to
maintain the investor section of its website (https://www.slingsby.com/
(https://www.slingsby.com/) ), although Shareholders should be aware that
there will be no obligation on the Company to:
o include the information required under the Disclosure Guidance and
Transparency Rules, AIM Rule 26;
o update the website as currently required by the AIM Rules; or
o facilitate introductions and communication amongst Shareholders who wish
to sell their Ordinary Shares and those persons who wish to purchase Ordinary
Shares as stated in Section 6 of this document and the Company may choose to
cease providing such introductions at any time in the future, in its absolute
discretion.
8. Adoption of New Articles of Association
In connection with the Cancellation, it is proposed that the Company should
adopt the New Articles in place of the existing articles of association.
Subject to the passing of Resolution 2 to be proposed at the General
Meeting, the New Articles will be adopted following the Cancellation becoming
effective. As the Company will remain an unquoted public limited company
immediately following the Cancellation there will be minimal amendments to the
existing articles of association. The Company will continue to hold an
annual general meeting for so long as it remains an unquoted public limited
company. The principal changes to the Company's existing articles of
association are set out below:
· The New Articles will not contain certain of the detailed provisions
of the current articles of association which are common for listed companies,
and which will not be necessary for the Company following the Cancellation.
· The Slingsby Shareholders will as a class have the right to appoint
and remove one independent third party to be a director of the Company subject
to the Slingsby Shareholders holding between them no less than 25% of the
issued Ordinary Shares from time to time.
· The Chadwick Shareholders will as a class have the right to appoint
and remove one independent third party to be a director of the Company subject
to the Chadwick Shareholders holding no less than 25% of the issued Ordinary
Shares from time to time.
A copy of the proposed New Articles will be available for inspection on the
Company's website at: https://www.slingsby.com/ (https://www.slingsby.com/)
from the date of this document until the end of the General Meeting.
9. The General Meeting
Set out at the end of this document is a notice convening the General Meeting
to be held on 15 December 2025 at the offices of Hill Dickinson LLP, 11
Wellington Place, Leeds, LS1 4AP at 2.00 p.m., at which the following
Resolutions will be proposed for the purposes of implementing the Proposals.
· Resolution 1, which will be proposed as a special resolution and which
is conditional upon the passing of Resolution 2, is to approve the
Cancellation.
· Resolution 2, which is proposed as a special resolution and which is
conditional upon the passing of Resolution 1 and the Cancellation becoming
effective, is to approve the adoption of the New Articles.
10. Irrevocable Undertakings
The Company has received irrevocable undertakings from the Directors to vote
in favour of the Resolutions in respect of their entire holdings amounting to,
in aggregate 158,989 Ordinary Shares representing approximately 14.42 per
cent. of the Ordinary Shares and voting rights in the Company as at the date
of this document.
In addition, the Company has received irrevocable undertakings from other
Shareholders holding 647,119 Ordinary Shares representing approximately 58.70
per cent. of the Ordinary Shares and voting rights in the Company as at the
date of this document.
Accordingly, the Company has received irrevocable undertakings from
shareholders to vote in favour of the Resolutions in respect of an aggregate
806,108 Ordinary Shares representing approximately 73.12 per cent. of the
Ordinary Shares and voting rights in the Company as at the date of this
document.
11. Action to be taken
Shareholders can vote electronically via the Investor Centre app or by
accessing the web browser at https://uk.investorcentre.mpms.mufg.com/
(https://uk.investorcentre.mpms.mufg.com/) . Alternatively, a hard copy Form
of Proxy may be requested from MUFG Corporate Markets. The Form of Proxy
should be completed and signed in accordance with the instructions thereon and
returned to the Company's registrars, MUFG Corporate Markets at PXS 1 Central
Square 29 Wellington Street Leeds LS1 4DL, as soon as possible, but in any
event so as to be received by no later than 2.00 p.m. on 11 December 2025 (or,
if the General Meeting is adjourned, 48 hours (excluding any part of a day
that is not a working day) before the time fixed for the adjourned meeting).DN
5.
If you hold your Ordinary Shares in uncertificated form in CREST, you may vote
using the CREST Proxy Voting service in accordance with the procedures set out
in the CREST Manual. Further details are also set out in the notes
accompanying the Notice of General Meeting at the end of this document.
Proxies submitted via CREST must be received by MUFG Corporate Markets at
PXS 1 Central Square 29 Wellington Street Leeds LS1 4DL (ID RA10) by no later
than 2.00 p.m. on 11 December 2025 (or, if the General Meeting is adjourned,
48 hours (excluding any part of a day that is not a working day) before the
time fixed for the adjourned meeting).
If you are an institutional investor you may also be able to appoint a proxy
electronically via the Proxymity platform, a process which has been agreed by
the Company and approved by the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io (http://www.proxymity.io) .
The submission of a proxy appointment will not preclude Shareholders from
attending the General Meeting and voting in person should they so wish.
The release, publication or distribution of this document in jurisdictions
other than the UK may be restricted by laws or regulations and therefore
persons into whose possession this document come, should inform themselves
about, and observe, any such restrictions. Any failure to comply with any such
restrictions may constitute a violation of the securities laws or regulations
of such jurisdictions.
Before deciding what action to take in respect of the Resolutions, you are
advised to read the whole of this document and not merely rely on certain
sections of this document. If you are in any doubt as to the action you should
take, you should immediately seek your own personal financial advice from an
appropriately qualified independent professional adviser.
Shareholders are encouraged to appoint the chair of the General Meeting as
their proxy with directions as to how to cast their vote on the Resolutions
proposed. The appointment of a proxy will not preclude Shareholders from
attending and voting at the General Meeting in person should they so wish.
It is important that as many votes as possible are cast. Whether or not you
plan to attend the General Meeting in person, you are encouraged to submit a
proxy appointment as soon as possible
12. Recommendation
The Directors consider the Proposals to be in the best interests of the
Company and its Shareholders as a whole and accordingly recommend unanimously
Shareholders to vote in favour of the Resolutions to be proposed at the
General Meeting as they have irrevocably undertaken to do in respect of their
beneficial holdings.
Yours faithfully
Andrew Kitchingman
Non-Executive Chairman
PART 2
SUMMARY OF KEY PROVISIONS OF THE TAKEOVER CODE
The Code
The Code is issued and administered by the Panel. The Code currently applies
to the Company and, accordingly, Shareholders are entitled to the protections
afforded by the Code.
The Code and the Panel operate principally to ensure that shareholders in an
offeree company are treated fairly and are not denied an opportunity to decide
on the merits of a takeover and that shareholders in the offeree company of
the same class are afforded equivalent treatment by an offeror. The 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 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 other matters to which the Code applies. They are applied by
the Panel in accordance with their spirit in order to achieve their underlying
purpose.
In addition to the General Principles, the Code contains a series of rules.
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.
A summary of key points regarding the application of the Code to takeovers is
set out in the Appendix.
Appendix
THE TAKEOVER CODE
The following is a summary of key provisions of the Code which apply to
transactions to which the Code applies. You should note that, by voting in
favour of the Cancellation, you will be giving up protections afforded by the
Takeover Code in the event that, as expected, the Takeover Code ceases to
apply to the Company following a period of two years after the Cancellation
becoming effective.
Equality of treatment
General Principle 1 of the Code states that all holders of the securities of
an offeree company of the same class must be afforded equivalent treatment.
Furthermore, Rule 16.1 requires that, except with the consent of the Panel,
special arrangements may not be made with certain shareholders in the offeree
company if there are favourable conditions attached which are not being
extended to all shareholders.
Information to shareholders
General Principle 2 requires that the holders of the securities of an offeree
company must have sufficient time and information to enable them to reach a
properly informed decision on the takeover bid. Consequently, a document
setting out full details of an offer must be sent to the offeree company's
shareholders.
The opinion of the offeree board and independent advice
The board of the offeree company is required by Rule 3.1 to obtain competent
independent advice as to whether the financial terms of any offer are fair and
reasonable and the substance of such advice must be made known to its
shareholders. Rule 25.2 requires the board of the offeree company to send to
shareholders and persons with information rights its opinion on the offer and
its reasons for forming that opinion. That opinion must include the board's
views on: (i) the effects of implementation of the offer on all the company's
interests, including, specifically, employment; and (ii) the offeror's
strategic plans for the offeree company and their likely repercussions on
employment and the locations of the offeree company's places of business.
The document sent to shareholders must also deal with other matters such as
interests and recent dealings in the securities of the offeror and the offeree
company by relevant parties and whether the directors of the offeree company
intend to accept or reject the offer in respect of their own beneficial
shareholdings.
Rule 20.1 states that, except in certain circumstances, information and
opinions relating to an offer or a party to an offer must be made equally
available to all offeree company shareholders and persons with information
rights as nearly as possible at the same time and in the same manner.
DEFINITIONS
The following definitions apply throughout this document unless the context
otherwise requires:
"Act" the Companies Act 2006 (as amended from time to time)
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time
to time
"Allenby Capital" Allenby Capital Limited, the Company's AIM nominated adviser and broker
"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 and the London Stock Exchange is open for trading
the cancellation of admission of the Ordinary Shares to trading on AIM in
accordance with Rule 41 of the AIM Rules, subject to the passing of the
Cancellation Resolution
"Cancellation"
"Cancellation Resolution" Resolution 1 to be proposed at the General Meeting, which is inter-conditional
on Resolution 2 to be proposed at the General Meeting
"certificated form" or "in certificated form" an Ordinary Share recorded on a company's share register as being held in
certificated form (namely, not in CREST)
"Chadwick Shareholders" Michael Chadwick and DLMI Management Ltd (to the extent beneficially owned by
Michael Chadwick)
the City Code on Takeovers and Mergers
"Takeover Code" or the "Code"
"Company" or "Slingsby" H C Slingsby plc, a company incorporated and registered in England and Wales
under the Act with registered number 00452716
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)(as amended
from time to time)
"Dealing Day" a day on which the London Stock Exchange is open for business in London
"Directors" or "Board" the directors of the Company whose names are set out on page 4 of this
document, or any duly authorised committee thereof
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"FCA" the UK Financial Conduct Authority
"Form of Proxy" the form of proxy for use in connection with the General Meeting which can be
requested
"FSMA" the Financial Services and Markets Act 2000 (as amended from time to time)
"General Meeting" the general meeting of the Company to be held at the offices of Hill Dickinson
LLP, 11 Wellington Place, Leeds, LS1 4AP at 2.00 p.m. on 15 December 2025 (or
any adjournment thereof), notice of which is set out at the end of this
document
"Group" the Company, its subsidiaries and its subsidiary undertakings
"London Stock Exchange" London Stock Exchange Group plc
"New Articles" the new articles of association of the Company proposed to be adopted
following the Cancellation becoming effective, to replace its current articles
of association, subject to the passing of Resolution 2 to be proposed at the
General Meeting
"Notice of General Meeting" the notice convening the General Meeting which is set out at the end of this
document
"Ordinary Shares" ordinary shares of 25 pence each in the capital of the Company
"Panel" or "Takeover Panel" the Panel on Takeovers and Mergers
"Proposals" together, the Cancellation and the adoption of the New Articles
"Regulatory Information Service" a service approved by the FCA for the distribution to the public of regulatory
announcements and included within the list maintained on the FCA's website
"Resolutions" the resolutions set out in the Notice of General Meeting, which are
inter-conditional upon each other
"Shareholders" holders of Ordinary Shares from time to time
"Slingsby Shareholders" Dominic Slingsby, Fiona Slingsby, Christian Slingsby, Robina Slingsby, JF
Slingsby Grandchildren's Trust, Hugh Padfield, Harry Padfield, Jessica
Padfield, Jill Crowther Jones and Thomas Jones
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
"UK MAR" law of the United Kingdom including by virtue of the European Union
(Withdrawal) Act 2018 (as amended from time to time)
"UK" the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form" an Ordinary Share recorded on a company's share register as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCGPGCUGUPAPUB
Copyright 2019 Regulatory News Service, all rights reservedRecent news on H C Slingsby
See all newsREG - Slingsby(H.C.)Plc - Holding(s) in Company
AnnouncementREG - Slingsby(H.C.)Plc - Proposed cancellation of admission to AIM
AnnouncementREG - Slingsby(H.C.)Plc - Half-year Report
AnnouncementREG - Slingsby(H.C.)Plc - Result of Annual General Meeting
AnnouncementREG - Slingsby(H.C.)Plc - AGM statement
Announcement