REG - John Lewis Of Hunger - Proposed AIM cancellation & notice of GM

John Lewis of HungerfordAnnouncement

31/05/2023 07:00

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RNS Number : 0764B  John Lewis Of Hungerford PLC  31 May 2023

31 May 2023

 

John Lewis of Hungerford plc

("John Lewis of Hungerford " or the "Company ")

 

Proposed cancellation of admission to trading on AIM of ordinary shares,
re-registration as a private limited company, adoption of new articles of
association and

notice of general meeting

 

John Lewis of Hungerford (AIM: JLH), the specialist manufacturer and retailer
of kitchens, bedrooms and freestanding furniture, announces the proposed
cancellation of admission to trading on AIM of its ordinary shares (the
"Cancellation"), re-registration as a private limited company (the
"Re-registration") and adoption of new articles of association (the "New
Articles") (together, the "Proposals").

 

The Directors have undertaken a review to evaluate the benefits and drawbacks
to the Company and its Shareholders of retaining the admission to trading on
AIM of the Ordinary Shares. This review has included, amongst other matters,
the limited trading in the Ordinary Shares, the considerable cost associated
with maintaining the Company's admission to trading on AIM, the management
time and the legal and regulatory burden associated with being a quoted
company. For these reasons, the Directors have concluded that the Proposals
are in the best interests of the Company and its Shareholders as a whole.
Further details of the background to and reasons for the Proposals are set out
in Appendix I to this announcement.

 

The Proposals are subject to Shareholder approval and accordingly, a circular
will be sent to Shareholders today setting out the background to and reasons
for the Proposals (the "Circular") and which will contain a notice convening a
general meeting (the "General Meeting") at which Shareholders will be invited
to consider and, if thought fit, approve the resolutions to implement the
Proposals. Extracts of the Circular can be found in Appendix I to this
announcement.

 

To be passed, the Cancellation Resolution requires, pursuant to Rule 41 of the
AIM Rules, the approval of not less than 75 per cent. of the votes cast by
Shareholders at the General Meeting. The resolution to approve the
Re-registration and the adoption of the New Articles also requires the
approval of not less than 75 per cent. of the votes cast by Shareholders at
the General Meeting.

 

The General Meeting will be held at the Company's offices at Unit B5, Grove
Business Park, Downsview Road, Wantage, Oxfordshire OX12 9FA on Friday, 16
June 2023 at 11am.

 

A copy of the Circular and the New Articles will be made available later today
on the Company's website at www.john-lewis.co.uk/investors/.

 

Expected timetable of principal events

 

 Announcement of the Proposals                                 31 May 2023
 Posting of the Circular and Forms of Proxy                    31 May 2023
 Latest time and date for receipt of completed Forms of Proxy  11 a.m. on 14 June 2023
 Time and date of General Meeting                              11 a.m. on 16 June 2023
 Company's announcement of result of General Meeting           16 June 2023
 Expected last day of dealings in the Ordinary Shares on AIM   28 June 2023
 Expected time and date of the AIM Cancellation                7.00 a.m. on 29 June 2023
 Expected date of Re-registration                              on or around 21 July 2023

 

Appendices

 

Please refer to Appendix I to this announcement which sets out further details
of the Proposals, as extracted from the Circular.

 

Unless otherwise stated, capitalised terms in this announcement have the
meanings ascribed to them in Appendix II to this announcement.

 

Enquiries:

 

 John Lewis of Hungerford                                                                                          01235 774300
 plc

 Kiran Noonan - Chief Executive Officer and Acting Chairman

 Allenby Capital Limited (Nominated Adviser and Broker)                                                            020 3328 5656

 Nick Naylor / George Payne (Corporate Finance)

 Matt Butlin / Amrit Nahal (Sales and Corporate Broking)

 

 

APPENDIX I - EXTRACTS FROM THE CIRCULAR TO SHAREHOLDERS

 

LETTER FROM THE ACTING CHAIRMAN

1.   Introduction

 

On 11 May 2023, the Company announced the exchange of contracts for a sale and
leaseback transaction (the "Announcement)" in respect of the Property for cash
consideration of £3.0 million (the "Sale and Lease Back Transaction").
Alongside the announcement of the Sale and Leaseback Transaction, the Company
also announced the intended cancellation of admission to trading on AIM of the
Ordinary Shares, together with its proposed re-registration as a private
limited company, which will be accompanied by the adoption of the New
Articles.

 

The Cancellation Resolution is conditional, pursuant to Rule 41 of the AIM
Rules, upon the approval of not less than 75 per cent. of the votes cast by
Shareholders (whether present in person or by proxy) at the General Meeting,
notice of which is set out at the end of this Document.

 

The Company is seeking Shareholders' approval of the Resolutions, including
the Cancellation Resolution, at the General Meeting, which has been convened
for 11 am on Friday, 16 June 2023 at the Company's offices at Unit B5, Grove
Business Park, Downsview Road, Wantage, Oxfordshire OX12 9FA. 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 29 June 2023.

 

The purpose of this Document is to seek Shareholders' approval for the
Resolutions, to provide information on the background and reasons for, and
consequences of, the Cancellation, the Re-registration and the adoption of the
New Articles and to set out why the Directors unanimously consider the
Cancellation, the Re- registration and the adoption of the New Articles to be
in the best interests of the Company and its Shareholders as a whole.

 

Shareholders should note that the Directors intend to offer Shareholders the
opportunity to sell their Ordinary Shares through the Buy Back Offer later in
the year, following completion of the Capital Reorganisation and the Company's
audit for the year ending 30 June 2023.  Several large Shareholders have
informally indicated to the Board that they do not intend to sell any of their
Ordinary Shares should the Buy Back Offer be implemented. In addition, the
Directors do not intend to sell any of their Ordinary Shares should the Buy
Back Offer be implemented. Further details about the Buy Back Offer will be
sent to Shareholders later this year.

 

The Notice convening the General Meeting is set out at the end of this
Document.

 

2.   Reasons for the Cancellation

 

The Directors have conducted a review of the benefits and drawbacks to the
Company and its Shareholders in retaining its quotation on AIM and maintaining
its existing corporate structure. The Board believes that the Cancellation is
in the best interests of the Company and its Shareholders as a whole. In
reaching this conclusion, the Directors have considered the following key
factors, amongst others:

·    in light of the limited trading in the Ordinary Shares, the
considerable cost associated with maintaining the Company's admission to
trading on AIM of the Ordinary Shares (such as nominated adviser and broker
fees, London Stock Exchange fees and the costs associated with being a quoted
company in having a higher level corporate governance and audit scope, which
the Directors estimate in aggregate amount to circa. £250,000 per annum) are,
in the Directors' opinion, disproportionately high, when compared to the
benefits, and the Board believes that these funds could be better utilised;

·    the Board believes, with a lack of liquidity, the current share price
of the Ordinary Shares, and therefore the market capitalisation of the
Company, does not accurately reflect the Company's value and adversely affects
the ability of the Board to pursue certain strategic objectives;

·    the management time and the legal and regulatory burden associated
with maintaining the Company's admission to trading on AIM of the Ordinary
Shares is, in the Directors' opinion, disproportionate to the benefits to the
Company;

·    the visibility afforded to competitors of the Company, by virtue of
the regular market updates is, in the Directors' opinion, excessive and
reduces the Company's ability to develop and promote the business with the
privacy and confidentiality that competitors of the Company are able to do as
private businesses; and

·    decision making can be geared towards stock-market updates and can
therefore be short term in its focus. The Board believes that improvements in
the operational management of the Company following the Cancellation would
contribute to the improved performance of the Company.

 

Following careful consideration, the Directors believe that it is in the best
interests of the Company and Shareholders to seek the proposed Cancellation at
the earliest opportunity.

 

3.   Principal effects of 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 should consider selling their Ordinary
Shares in the market prior to the Cancellation becoming effective.

 

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 5 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 28 June 2023 and that the Cancellation will
take effect at 7.00 a.m. on 29 June 2023.

 

The principal effects of the Cancellation will be that:

·    there will be no formal market mechanism enabling Shareholders to
trade their Ordinary Shares on AIM or any other recognised market or trading
facility;

·    whilst the Ordinary Shares will remain freely transferrable, it is
possible that the liquidity and marketability of the Ordinary Shares will, in
the future, be even more constrained than at present and that the value of
such shares may be adversely affected as a consequence;

·    in the absence of a formal market and quote, it may be more 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;

·    Shareholders will no longer be afforded the protections given by the
AIM Rules, such as the requirement to be notified of certain events and the
requirement that the Company seek shareholder approval for certain corporate
actions, where applicable, including substantial transactions, financing
transactions, reverse takeovers, related party transactions and fundamental
changes in the Company's business, including certain acquisitions and
disposals;

·    the Company will cease to have an independent nominated adviser and
broker;

·    whilst the Company's CREST facility will remain in place post the
Cancellation, the Company's CREST facility may be cancelled in the future and,
although the Ordinary Shares will remain transferable, they may cease to be
transferable through CREST. In this instance, Shareholders who hold Ordinary
Shares in CREST will receive share certificates; 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 Company will remain registered with the Registrar of Companies in England
and Wales in accordance with and subject to the Companies Act 2006,
notwithstanding the Cancellation. Shareholders should also note that the
Takeover Code will continue to apply to the Company following the Cancellation
for the period of 10 years from the date of the Cancellation.

 

The Resolutions to be proposed at the General Meeting include the adoption of
the New Articles with effect from completion of the Cancellation. A summary of
the principal changes being made by the adoption of the New Articles is
included in Part II of this Document.

 

The above considerations are not exhaustive, and Shareholders should seek
their own independent advice when assessing the likely impact of the
Cancellation on them.

 

4.   Transactions in Ordinary Shares prior to and post the proposed
Cancellation

 

Prior to Cancellation

 

Shareholders should note that they will be able to continue trading in the
Ordinary Shares on AIM prior to the date of the Cancellation. If Shareholders
approve the Cancellation, it is anticipated that the last day of dealings in
the Ordinary Shares on AIM will be 28 June 2023.

 

Post Cancellation

 

Proposed Buy Back Offer

 

Once the Cancellation and Re-registration are completed, the Company intends
to undertake a share buyback transaction. It is intended that this buyback
transaction will be through the implementation of a buyback offer through
which the Company will offer to purchase a certain maximum number of the
Ordinary Shares so as to provide those Shareholders who wish to sell their
Ordinary Shares with the opportunity to do so, subject to such transaction
complying with the Companies Act and possible scaling back of applications
should there be excess demand (the "Buy Back Offer"). Any Ordinary Shares
successfully bought back by the Company, pursuant to the Buy Back Offer, would
subsequently be cancelled.  It is intended that if the Buy Back Offer is
implemented it would be conditional on, amongst other things, approval by
Shareholders of a capital reorganisation, which would involve the reduction of
the share premium account of the Company in order to create sufficient
distributable reserves (the "Capital Reorganisation"), and the approval by
Shareholders of the Buy Back Offer and its contractual terms in accordance
with the Companies Act.  The Company expects to commence the Buy Back Offer
once its year-end audit for the year ending 30 June 2023 has been completed.
Whilst it is the Directors intention to implement the Buy Back Offer,
Shareholders will be updated after the audit for the year ending 30 June 2023
has taken place and Shareholders should note that there is no certainty that
the Buy Back Offer will be implemented.

 

The Directors currently anticipate that the Buy Back Offer, if implemented,
would be at a buy back price of approximately 1.5 pence per Ordinary Share,
reflecting the average traded price of the Ordinary Shares over the 4-week
period prior to 11 May 2023 (being the date of the Announcement).  Several
large Shareholders have informally indicated to the Board that they do not
intend to sell any of their Ordinary Shares should the Buy Back Offer be
implemented. In addition, the Directors do not intend to sell any of their
Ordinary Shares should the Buy Back Offer be implemented.

 

The Board will write to Shareholders in due course should they implement the
Buy Back Offer with further details of its terms and conditions.

 

With the Board focused on returning the Company to sustained profitability, it
expects the Company to improve this further through the cost savings made from
the Cancellation, together with a materially improved balance sheet, subject
to completion of the Capital Reorganisation. It is the intention of the Board
following the intended Capital Reorganisation to thereafter distribute a
proportion of any profits on an ongoing basis in future years through a
combination of further share buybacks and/or dividend payments.

 

Trading in Ordinary Shares post Cancellation

 

Following the Cancellation, the Company intends to consider the alternative
arrangements available to provide a mechanism to assist Shareholders to sell
Ordinary Shares should they so wish (including the Company using its
reasonable endeavours to facilitate introductions and communication among
Shareholders who wish to sell their Ordinary Shares and those persons who wish
to purchase Ordinary Shares).  However, there can be no certainty that any
such arrangements will be put in place and it is likely that it will be much
harder to sell Ordinary Shares following the Cancellation.

 

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 28 June 2023.

 

5.   Re-registration

 

Following the Cancellation, the Board believes that the requirements and
associated costs of the Company maintaining its public limited company status
will be difficult to justify and that the Company will benefit from the more
flexible requirements and lower costs associated with private limited company
status. It is therefore proposed to re-register the Company as a private
limited company. In connection with the Re-registration, it is proposed that
the New Articles be adopted to reflect the change in the Company's status to a
private limited company. The principal effects of the Re-registration and the
adoption of the New Articles on the rights and obligations of Shareholders and
the Company are summarised in Part II of this Document.

 

Application will be made to the Registrar of Companies for the Company to be
re-registered as a private limited company. Re-registration will take effect
when the Registrar of Companies issues a certificate of incorporation on
re-registration. The Registrar of Companies will not issue the certificate of
incorporation on re-registration until the Registrar of Companies is satisfied
that no valid application can be made to cancel the resolution to re-register
the Company as a private limited company.

6.   Takeover Code

 

The Takeover Code applies to all offers for companies which have their
registered offices in the United Kingdom, the Channel Islands or the Isle of
Man if any of their equity share capital or other transferable securities
carrying voting rights are admitted to trading on a regulated market or a
multilateral trading facility in the United Kingdom or on any stock exchange
in the Channel Islands or the Isle of Man.

 

The Takeover Code also applies to all offers for companies (both public and
private) which have their registered offices in the United Kingdom, the
Channel Islands or the Isle of Man and which are considered by the Takeover
Panel to have their place of central management and control in the United
Kingdom, the Channel Islands or the Isle of Man, but in relation to private
companies only if one of a number of conditions are met, including that any of
the company's equity share capital or other transferable securities carrying
voting rights have been admitted to trading on a regulated market or a
multilateral trading facility in the United Kingdom or on any stock exchange
in the Channel Islands or the Isle of Man at any time in the preceding 10
years.

 

Following the Cancellation and the Re-registration, the Takeover Code will
continue to apply to the Company for a period of ten years from the
Cancellation provided that the Company is considered by the Takeover Panel to
have its place of central management and control in the United Kingdom, or the
Channel Islands or the Isle of Man. This is known as the "residency test". The
way in which the test for central management and control is applied for the
purposes of the Takeover Code may be different from the way in which it is
applied by the United Kingdom tax authorities, HMRC. Under the Takeover Code,
the Takeover Panel looks to where the majority of the Directors are resident,
amongst other factors, for the purposes of determining where the Company has
its place of central management and control.

 

Based on the current composition of the Board, the residency test will be
satisfied and the Takeover Code will continue to apply to the Company
following the Cancellation and the Re-registration. However, the Takeover Code
could cease to apply to the Company in the future if any changes to the
composition of the Board result in the majority of the Directors not being
resident in the United Kingdom, the Channel Islands and Isle of Man.

 

When the Takeover Code ceases to apply to the Company in the future,
Shareholders will not receive the protections afforded by the Takeover Code in
the event that there is a subsequent offer to acquire their Ordinary Shares.
This includes the requirement for a mandatory cash offer to be made if either:

·    a person acquires an interest in shares which, when taken together
with the shares in which persons acting in concert with it are interested,
increases the percentage of shares carrying voting rights in which it is
interested to 30 per cent. or more; or

·    a person, together with persons acting in concert with it, is
interested in shares which in the aggregate carry not less than 30 per cent.
of the voting rights of a company but does not hold shares carrying more than
50 per cent. of such voting rights and such person, or any person acting in
concert with it, acquires an interest in any other shares which increases the
percentage of shares carrying voting rights in which it is interested.

 

Brief details of the Takeover Panel, the Takeover Code and the protections
given by the Takeover Code are described below.

 

Before giving your approval to the Cancellation and the Re-registration,
Shareholders may want to take independent professional advice from an
appropriate independent financial adviser.

 

The Takeover Code is issued and administered by the Takeover Panel. The
Company is a company to which the Takeover Code applies and its Shareholders
are accordingly entitled to the protections afforded by the Takeover Code.

 

The Takeover Code and the Takeover Panel operate principally to ensure that
shareholders are treated fairly and are not denied an opportunity to decide on
the merits of a takeover and that shareholders of the same class are afforded
equivalent treatment by an offeror. The Takeover Code also provides an orderly
framework within which takeovers are conducted. In addition, it is designed to
promote, in conjunction with other regulatory regimes, the integrity of the
financial markets.

 

The General Principles and Rules of the Takeover Code

 

The Takeover Code is based upon a number of General Principles which are
essentially statements of standards of commercial behaviour. For Shareholders
information, these General Principles are set out in Part I of Appendix A. The
General Principles apply to all transactions with which the Takeover Code is
concerned. They are expressed in broad general terms and the Takeover Code
does not define the precise extent of, or the limitations on, their
application. They are applied by the Takeover Panel in accordance with their
spirit to achieve their underlying purpose.

 

In addition to the General Principles, the Takeover Code contains a series of
Rules, of which some are effectively expansions of the General Principles and
examples of their application and others are provisions governing specific
aspects of takeover procedure. Although most of the Rules are expressed in
more detailed language than the General Principles, they are not framed in
technical language and, like the General Principles, are to be interpreted to
achieve their underlying purpose. Therefore, their spirit must be observed as
well as their letter. The Takeover Panel may derogate or grant a waiver to a
person from the application of a Rule in certain circumstances.

 

Giving up the protection of the Takeover Code

 

A summary of key points regarding the application of the Takeover Code to
takeovers generally is set out in Part III of this Circular. Shareholders are
encouraged to read this information carefully as it outlines certain important
protections which Shareholders will be giving up in the future if they agree
to the Cancellation and the Re-registration and the Company subsequently
ceases to be subject to the Takeover Code in the future.

 

7.   Process for the AIM Cancellation

 

Under Rule 41 of the AIM Rules, it is a requirement that the AIM Cancellation
must be approved by not less than 75 per cent. of votes cast by Shareholders
at a general meeting of the Company. In addition, any AIM quoted company that
wishes for the London Stock Exchange to cancel the admission of its shares to
trading on AIM is required to notify shareholders and to separately inform the
London Stock Exchange of its preferred cancellation date at least 20 Business
Days prior to such date.

 

Accordingly, the Board is hereby convening the General Meeting to vote on the
Cancellation Resolution and has notified the London Stock Exchange of the
Company's intention, subject to the Cancellation Resolution being passed at
the General Meeting, to cancel the Company's admission of the Ordinary Shares
to trading on AIM on 29 June 2023. The AIM Cancellation will not take effect
until at least five clear Business Days have passed following the passing of
the Cancellation Resolution and a dealing notice has been issued by the London
Stock Exchange.

 

If the Cancellation Resolution is passed at the General Meeting, it is
expected that the last day of trading in Ordinary Shares on AIM will be 28
June 2023 and that the AIM Cancellation will take effect at 7.00 a.m. on 29
June 2023.

 

8.   General Meeting action to be taken

 

The Cancellation requires the passing of the Cancellation Resolution and the
Re-registration and the adoption of the New Articles require the passing of
the Re-registration Resolution at the General Meeting. Accordingly, a Notice
convening the General Meeting, to be held at the Company's offices at Unit B5,
Grove Business Park, Downsview Road, Wantage, Oxfordshire OX12 9FA at 11 am on
Friday, 16 June 2023 is set out at the end of this Circular.

 

Whether or not you propose to attend the General Meeting, you are requested to
complete the Form of Proxy in accordance with the instructions printed thereon
and return it, duly signed, together with any power of attorney under which it
is executed, as soon as possible but in any event so as to arrive not later
than 11 am on 14 June 2023. Alternatively, proxies may be submitted
electronically using the Registrar's online portal at
www.shareregistrars.uk.com (http://www.shareregistrars.uk.com) by no later
than 11 am on 14 June 2023.  The electronic submission of a proxy using the
Registrar's online portal or the completion and return of a Form of Proxy will
not preclude a Shareholder from attending and voting at the General Meeting
should they so wish.

 

9.   Recommendation

 

The Directors consider that the Cancellation, the Re-registration and the
adoption of the New Articles are in the best interests of the Company and its
Shareholders as a whole and, therefore, unanimously recommend that
Shareholders vote in favour of the Resolutions at the General Meeting, as they
intend to do, or procure to be done, in respect of, in aggregate, 19,623,178
Ordinary Shares (representing approximately 10.12 per cent of the Issued Share
Capital) to which they are beneficially entitled.

 

 

APPENDIX II - DEFINITIONS

 

The following definitions and technical terms apply throughout this
announcement, unless the context otherwise requires:

 

 "Act" or "Companies Act"                      the Companies Act 2006, as amended;

 "Admission"                                   the admission of the Ordinary Shares to trading on AIM pursuant to rule 6 of

                                             the AIM Rules;

 "AIM"                                         the market of that name operated by London Stock Exchange;

 "AIM Cancellation" or "Cancellation"          the proposed cancellation of admission of the Ordinary Shares to trading on
                                               AIM;

 "AIM Rules"                                   the rules and guidance for companies whose shares are admitted to trading on

                                             AIM entitled "AIM Rules for Companies" published by the London Stock Exchange,
                                               as amended from time to time;

                                               has the meaning set out in paragraph 1 of Appendix I of this announcement;

 "Announcement"                                the Company's existing articles of association at the date of the Circular;

 "Articles"
 "Business Day"                                a day (other than a Saturday or Sunday or public holiday) on which commercial

                                             banks are open for general business in London;

                                             has the meaning set out in paragraph 4 of Appendix I of this announcement;

 "Buy Back Offer"
 "Cancellation Resolution"                     resolution numbered 1 of the Resolutions;

 "Capital Reorganisation"                      has the meaning set out in paragraph 4 of Appendix I of this announcement;

 "Company" or "John Lewis of Hungerford"       John Lewis of Hungerford plc (or John Lewis of Hungerford Limited following
                                               the Re-registration and as the context implies), a company incorporated in
                                               England and Wales with company number 01317377, whose registered office is
                                               Grove Business Park, Downsview Road, Wantage, Oxfordshire, United Kingdom,
                                               OX12 9FA;

 "CREST"                                       the electronic systems for the holding and transfer of shares in
                                               uncertificated form operated by Euroclear;

 "CREST Participant"                           a person who is, in relation to CREST, a system-participant (as defined in the
                                               CREST Regulations);

 "CREST Regulations"                           the Uncertificated Securities Regulations 2001 (SI2001/3755), (as amended from
                                               time to time);

 "Directors" or "Board"                        the directors of the Company whose names are set out in the Circular;

 "Disclosure Guidance and Transparency Rules"  the rules set out in the FCA's Disclosure Guidance and Transparency Rules

                                             sourcebook, including: i) disclosure guidance in rules 1 to 3 which include
                                               signposts to the disclosure requirements in Articles 17, 18 and 19 of the UK
                                               version of the Market Abuse Regulation; ii) the transparency rules in rules
                                               4,5 and 6; iii) the corporate governance rules in rule 7; and iv) the rules
                                               relating to primary information providers in rule 8;
 "Euroclear"                                   Euroclear UK & International;

 "FCA"                                         the Financial Conduct Authority of the United Kingdom;

 "Form of Proxy"                               the form of proxy for use in relation to the General Meeting which accompanies
                                               the Circular;

 "FSMA"                                        the Financial Services and Markets Act 2000 (as amended);

 "Issued Share Capital"                        the 193,945,519 Ordinary Shares in issue at the date of this announcement;

 "London Stock Exchange"                       London Stock Exchange Group plc;

 "Market Abuse Regulation" or "MAR"            the EU Market Abuse Regulation, which came into effect on 3 July 2016 and,

                                             alongside the EU technical standards for the EU Market Abuse Regulation, was
                                               onshored into UK law on 31 December 2020 by the European Union (Withdrawal)

                                             Act 2018, inclusive of changes to the EU Market Abuse Regulation made by the
                                               Market Abuse Exit Regulations 2019;

 "Notice"                                      the notice convening the General Meeting which is set out at the end of the
                                               Circular;

 "Ordinary Shares"                             the ordinary shares of 0.1 pence each in the capital of the Company;

 "Property"                                    the freehold purpose-built factory and administrative headquarters in Grove
                                               Business Park, Downsview Road, Wantage, Oxfordshire, OX12 9FA;

 "Regulatory Information Service"              a service approved by the FCA for the distribution to the public of regulatory
                                               announcements;

 "Registrar"                                   Share Registrars Limited whose registered office is at 27-28 Eastcastle
                                               Street, London, W1W 8DH;

 "Registrar of Companies"                      Registrar of Companies in England and Wales;

 "Re-registration Resolution"                  resolution numbered 2 of the Resolutions;

 "Resolutions"                                 the special resolutions proposed to be passed at the General Meeting, being
                                               the Cancellation Resolution and the Re-registration Resolution;

 "Restricted Jurisdiction(s)"                  the United States of America, Canada, Australia, New Zealand, the Republic of
                                               South Africa, Japan and/or the Russian Federation;

 "Sale and Lease Back Transaction"             has the meaning set out in paragraph 1 of Appendix I of this announcement;

 "Shareholder(s)"                              a holder(s) of Ordinary Shares;

 "Share Schemes"                               the Company's Unapproved share option plan and the Company's EMI share option
                                               plan;

 "Takeover Code"                               the City Code on Takeovers and Mergers;

 "Takeover Panel"                              the UK Panel on Takeovers and Mergers; and

 "United Kingdom" or "UK"                      the United Kingdom of Great Britain and Northern Ireland.

 

 

 

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