REG - Leeds Group PLC - Proposed Cancellation, Reregistration & EGM
19/11/2024 13:00
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RNS Number : 8351M Leeds Group PLC 19 November 2024
19 November 2024
Leeds Group plc
("Leeds" or the "Company")
Proposed Cancellation of Admission of Ordinary Shares to trading on AIM
Re-Registration as a Private Company and Adoption of New Articles
and
Notice of Extraordinary General Meeting
The Company announces that it is proposing to cancel the admission of the
Ordinary Shares of the Company to trading on AIM and to re-register the
Company as a private company.
On 27 March 2024, Leeds Group announced that the sale of Hemmers-Itex Textil
Import Export GmbH (''Hemmers''), previously the main operating subsidiary of
the Group, had been completed. The cash consideration of £501,000 was based
on the net book value of the assets of Hemmers, excluding its three
properties, less an agreed discount. The Group retained the three
properties, through its subsidiary company Leeds Group Nordhorn Property GmbH
(''LG Nordhorn''), and secured an agreement with Hemmers to lease all three of
the properties. However, Hemmers has recently given notice on one of the
properties, effective 30 November 2024, and this property is now being
marketed for rental.
Following the sale, Leeds Group was considered to be an AIM Rule 15 cash shell
as it no longer had any substantial trading activities. Under the AIM Rules,
the Company had six months from the date of sale to either make an
acquisition, which would constitute a reverse takeover under Rule 14 of the
AIM Rules or be re-admitted to trading on AIM as an investing company under
the AIM Rules (which requires the raising of at least £6 million) failing
which its shares would then be suspended from trading on AIM pursuant to Rule
40 of the AIM Rules. As previously communicated, the Company has not been
able to meet these requirements and therefore the Ordinary Shares were
suspended from trading on the AIM market on 30 September 2024. Once
suspended, the Ordinary Shares cannot be traded on the AIM market. The
Ordinary Shares will be automatically cancelled from admission to the AIM
market six months from the date of suspension, should the reason for the
suspension not have been rectified.
The Directors have, after a period of review, concluded that it is in the best
interests of the Company and its Shareholders to seek Shareholder approval for
the cancellation of the Admission and for the Company to be re-registered as a
private limited company. In accordance with Rule 41 of the AIM Rules, the
Company has notified the London Stock Exchange of the date of the proposed
Cancellation. As part of the above review, the Directors considered the
Company's small capital base, the lack of liquidity in the trading of its
Ordinary Shares on AIM and its limited activities (being the ownership and
rental of three commercial properties in Germany following the completion of
the disposal of Hemmers in March 2024).
The Company is seeking Shareholders' approval for the Cancellation and
Re-registration at an EGM, which has been convened for 11.00 a.m. on 11
December 2024 at the Radisson Blu Hotel, Manchester Airport, M30 3RA. If the
Cancellation Resolution is passed at the EGM, it is anticipated that the
Cancellation will become effective at 7.00 a.m. on 19 December 2024.
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 EGM in respect of
the Cancellation Resolution and, accordingly, the Cancellation Resolution will
be proposed as a special resolution. Under the Companies Act, the
Re-registration and the adoption of the New Articles must be approved by not
less than 75 per cent. of votes cast by Shareholders at the EGM in respect of
the Re-registration Resolution and, accordingly, the Re-registration
Resolution will also be proposed as a special resolution.
A document containing the notice of the EGM has today been posted on the
Company's website and has been sent to those Shareholders who have elected to
receive hard copies of Shareholder communications to provide information on
the background to, and reasons for, the proposed Cancellation and the
Re-registration, to explain the consequences of the Resolutions and provide
reasons why the Directors unanimously consider the Resolutions to be in the
best interests of the Company and its Shareholders as a whole.
Enquiries:
Leeds Group plc Tel: 01937 547877
Dawn Henderson
Cairn Financial Advisers LLP Tel: 020 7213 0880
Nominated Adviser
Sandy Jamieson / Liam Murray / James Western
The following information has been extracted from the document, and includes
the definitions used in the document and this announcement, and an expected
timetable of the principal events. As such, references, including page
numbers, may be incorrect and Shareholders should read the document in full.
To holders of Ordinary Shares
Dear Shareholder,
Proposed Cancellation of Admission of Ordinary Shares to trading on AIM
Re-Registration as a Private Company and Adoption of New Articles
and
Notice of Extraordinary General Meeting
1. Introduction
On 19 November 2024, the Company announced the proposal to cancel the
admission of the Ordinary Shares to trading on AIM and to re-register the
Company as a private company.
On 27 March 2024, Leeds Group announced that the sale of Hemmers, previously
the main operating subsidiary of the Group, had been completed. The cash
consideration of £501,000 was based on the net book value of the assets of
Hemmers, excluding its three properties, less an agreed discount. The Group
retained the three properties, through its subsidiary company LG Nordhorn, and
secured an agreement with Hemmers to lease all three of the properties.
However, Hemmers has recently given notice on one of the properties, effective
30 November 2024, and this property is now being marketed for rental.
Following the sale, Leeds Group was considered to be an AIM Rule 15 cash shell
as it no longer had any substantial trading activities. Under the AIM Rules,
the Company had six months from the date of sale to either make an
acquisition, which would constitute a reverse takeover under Rule 14 of the
AIM Rules or be re-admitted to trading on AIM as an investing company under
the AIM Rules (which requires the raising of at least £6 million) failing
which its shares would then be suspended from trading on AIM pursuant to Rule
40 of the AIM Rules. As previously communicated, the Company has not been
able to meet these requirements and therefore the Ordinary Shares were
suspended from trading on the AIM market on 30 September 2024. Once
suspended, the Ordinary Shares cannot be traded on the AIM market. The
Ordinary Shares will be automatically cancelled from admission to the AIM
market six months from the date of suspension, should the reason for the
suspension not have been rectified.
The Directors have, after a period of review, concluded that it is in the best
interests of the Company and its Shareholders to seek Shareholder approval for
the cancellation of the Admission and for the Company to be re-registered as a
private limited company. In accordance with Rule 41 of the AIM Rules, the
Company has notified the London Stock Exchange of the date of the proposed
Cancellation. As part of the above review, the Directors considered the
Company's small capital base, the lack of liquidity in the trading of its
Ordinary Shares on AIM and its limited activities (being the ownership and
rental of three commercial properties in Germany following the completion of
the disposal of Hemmers in March 2024).
The Company is seeking Shareholders' approval for the Cancellation and
Re-registration at the EGM, which has been convened for 11.00 a.m. on 11
December 2024 at the Radisson Blu Hotel, Manchester Airport, M30 3RA. If the
Cancellation Resolution is passed at the EGM, it is anticipated that the
Cancellation will become effective at 7.00 a.m. on 19 December 2024.
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 EGM in respect of
the Cancellation Resolution and, accordingly, the Cancellation Resolution will
be proposed as a special resolution. Under the Companies Act, the
Re-registration and the adoption of the New Articles must be approved by not
less than 75 per cent. of votes cast by Shareholders at the EGM in respect of
the Re-registration Resolution and, accordingly, the Re-registration
Resolution will also be proposed as a special resolution.
The purpose of this document is to provide information on the background to,
and reasons for, the proposed Cancellation and the Re-registration, to explain
the consequences of the Resolutions and provide reasons why the Directors
unanimously consider the Resolutions to be in the best interests of the
Company and its Shareholders as a whole.
The Notice of the EGM is set out in Part III of this document.
2. Background to and reasons for the Cancellation
Following completion of the Disposal announced 27 March 2024, the Company is
regarded, pursuant to the AIM Rules, as an AIM Rule 15 cash shell. As the
Company had not sought to become an investing company pursuant to AIM Rule 8
or to make an acquisition which constitutes a reverse takeover under AIM Rule
14 ("Readmission Transaction"), the Ordinary Shares were suspended from
trading on 30 September 2024 pursuant to AIM Rule 40 and remain suspended.
Thereafter, if a Readmission Transaction has not been completed within a
further six-month period, Admission will be automatically cancelled.
The Directors have undertaken a review to evaluate the options available to
the Company and the benefits and drawbacks to the Company and its
Shareholders of retaining the Admission. This review has included, amongst
other matters, the public market share trading and valuation volatility of the
Company and the increasing costs of maintaining a public listing. There has
been limited liquidity in the Ordinary Shares for some time.
Following this review, the Directors have concluded that the Cancellation is
in the best interests of the Company and its Shareholders as a whole and that
the Company will instead seek admission to JP Jenkins securities matching
platform. Further details of the background to and reasons for the
Cancellation are set out below:
· following the Disposal of Hemmers, the Company has limited
trading activities;
· the Ordinary Shares are currently suspended and the Directors
believe that a Readmission Transaction is unlikely to occur prior to
Cancellation;
· there is limited liquidity in the Ordinary Shares and, as a
result, the Directors believe that continued Admission no longer sufficiently
provides the Company with the advantage of providing wider or more
cost-effective access to capital in the medium to longer-term;
· as a result of the limited liquidity in Ordinary Shares
highlighted above, the Admission does not necessarily offer investors the
opportunity to trade in meaningful volumes 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 volumes of Ordinary Shares; and
· the considerable cost, management time and the legal and
regulatory burden associated with maintaining the Admission are
disproportionate to the benefits to the Company given that the continued
admission to trading on AIM is unlikely to provide the Company with
significantly wider or more cost-effective access to capital.
Following careful consideration, the Directors believe that it is in the best
interests of the Company and Shareholders to seek the proposed Cancellation
and Re-registration.
3. 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 Cancellation. Additionally, 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 EGM, it is proposed that the last day of trading in Ordinary
Shares on AIM will be 18 December 2024 and that the Cancellation will take
effect at 7.00 a.m. on 19 December 2024.
The principal effects of the Cancellation will be that:
· there will no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares through AIM, although it is
planned that the Ordinary Shares will be admitted to trading on the JP Jenkins
securities matching platform (see below for more details);
· 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 material
developments or events (including substantial transactions, financing
transactions, related party transactions and certain acquisitions and
disposals) and the separate requirement to seek shareholder approval for
certain other corporate events such as reverse takeovers or fundamental
changes in the Company's business;
· Cairn would cease to be the Company's nominated adviser and
broker;
· the Company will no longer be required to publicly disclose any
change in major shareholdings in the Company under the AIM Rules or the DTRs;
· the Company will no longer be subject to UK MAR regulating inside
information and other matters;
· whilst the Company's CREST facility will remain in place
immediately 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 which case,
Shareholders who hold Ordinary Shares in CREST will receive share
certificates);
· stamp duty will be due on transfers of shares and agreements to
transfer shares unless a relevant exemption or relief applies to a particular
transfer;
· the Ordinary Shares are likely to be more difficult to trade
compared to shares of companies trading on AIM;
· 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; and
· the Cancellation and Re-registration may have taxation or other
commercial consequences for Shareholders. Shareholders who are in any doubt
about their tax position should consult their own professional independent tax
adviser.
Shareholders should also be aware that if the Cancellation and the
Re-registration takes place, the Takeover Code will cease to apply to the
Company (see below for more details).
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 on the register of
companies in England & Wales in accordance with and, subject to the
Companies Act, notwithstanding the Cancellation and the Re-registration.
The Resolutions to be proposed at the EGM include the adoption of the New
Articles, with effect from the Re-registration. A copy of the New Articles can
be viewed at www.leedsgroup.plc.com.
4. The Takeover Code
The Takeover Code applies to all offers for companies which have their
registered office in the UK, 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 UK regulated market or a UK multilateral
trading facility or on any stock exchange in the Channel Islands or the Isle
of Man.
The Code also applies to all offers for companies (both public and private)
which have their registered offices in the UK, the Channel Islands or the Isle
of Man which are considered by the Panel to have their place of central
management and control in the UK, the Channel Islands or the Isle of Man, but
in relation to private companies only if one of a number of conditions is 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 UK
regulated market or a UK multilateral trading facility or on any stock
exchange in the Channel Islands or the Isle of Man at any time in the
preceding ten years.
If the Cancellation Resolution and the Re-registration Resolution are both
approved by Shareholders at the EGM and become effective, the Company will be
re-registered as a private company and its securities will no longer be
admitted to trading on a regulated market or a multilateral trading facility
in the United Kingdom. In these circumstances, the Takeover Code will only
apply to the Company if it is considered by the Panel to have its place of
central management and control in the United Kingdom, the Channel Islands or
the Isle of Man. This is known as the "residency test". In determining whether
the residency test is satisfied, the Panel has regard primarily to whether a
majority of a company's directors are resident in these jurisdictions. On
Cancellation and Re-registration, the Company will have two Directors,
following the intended resignation of Mr Jan Holmstrom after the AGM on 20
November 2024, only one of whom is resident in these jurisdictions,
accordingly the residency test will not be satisfied and the Code will no
longer apply to the Company.
As a result, in the event that the Cancellation and Re-registration are
approved by Shareholders at the EGM and becomes effective, the Code will then
cease to apply to the Company and Shareholders will no longer be afforded the
protections provided by the Code, including the requirement for a mandatory
cash offer to be made if either:
(a) 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% or more; or
(b) a person, together with persons acting in concert with it, 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 it,
acquires an interest in any other shares which increases the percentage of
shares carrying voting rights in which it is interested.
Accordingly major Shareholders in the Company would be free to acquire further
Ordinary Shares from other Shareholders to take their interest to 30% or more
without incurring an obligation to make a mandatory cash offer to all other
Shareholders.
Brief details of the Panel, and of the protections afforded by the Code (which
will cease to apply following the Re-registration), are set out below and in
the Appendix to this document.
Before giving your consent to the Re-registration, you may want to take
independent professional advice from an appropriate independent financial
adviser.
The Code
The Code is issued and administered by the Panel. The Code currently applies
to the Company and, accordingly, its shareholders are entitled to the
protections afforded by the Code.
The Code and the 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 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 Code
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 all other matters with which the Code is concerned. They are
applied by the Panel in accordance with their spirit to achieve their
underlying purpose.
In addition to the General Principles, the Code contains a series of Rules.
Some of the Rules provide more detail on how the General Principles will be
applied by the Panel and others govern specific aspects of takeover procedure.
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.
Giving up the protection of the Code
A summary of key points regarding the application of the Code to takeovers
generally is set out in the Appendix. You are encouraged to read this
information carefully as it outlines certain important protections which you
will be giving up if you agree to the Re-registration.
If the Re-registration Resolution is not passed, the Company will remain as a
public company, and the Takeover Code will continue to apply.
5. Transactions in the Ordinary Shares prior to and post the
proposed Cancellation
5.1 Prior to Cancellation
Shareholders should note that they are currently unable to trade in the
Ordinary Shares on AIM prior to Cancellation as the Ordinary Shares remain
suspended from trading. Subject to completion of the Cancellation,
Shareholders will hold Ordinary Shares in an unlisted company.
5.2 Dealing and settlement arrangements post Cancellation and Matched
Bargaining Facility
In the event that the Cancellation proceeds, there will be no market facility
for dealing in the Ordinary Shares and no price will be publicly quoted for
Ordinary Shares as from close of business on 18 December 2024, assuming the
Cancellation Resolution is approved on 11 December 2024 at the EGM. As such,
interests in Ordinary Shares are unlikely thereafter to be readily capable of
sale and, where a buyer is identified, it may be difficult to place a fair
value on any such sale.
The Company is making arrangements for a Matched Bargain Facility to assist
Shareholders to trade in the Ordinary Shares to be put in place from the date
of the Cancellation, if the Cancellation Resolution is passed. The Matched
Bargain Facility will be provided by JP Jenkins. JP Jenkins is a trading name
of InfinitX Limited and is an appointed representative of Prosper Capital LLP,
which is authorised and regulated by the FCA.
Under the Matched Bargain Facility, Shareholders or persons wishing to acquire
or dispose of Ordinary Shares will be able to leave an indication with JP
Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with
members of the public), of the number of Ordinary Shares that they are
prepared to buy or sell at an agreed price. In the event that JP Jenkins is
able to match that order with an opposite sell or buy instruction, it would
contact both parties and then effect the bargain (trade). Shareholdings remain
in CREST and can be traded during normal business hours via a UK regulated
stockbroker. Should the Cancellation become effective, and the Company puts in
place the Matched Bargain Facility, details will be made available to
Shareholders on the Company's website at www.leedsgroup.plc.uk.
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 18 December 2024 and that the effective date of the Cancellation will be 19
December 2024.
Shareholders will continue to be able to hold their shares in uncertificated
form (i.e. in CREST) and should check with their existing stockbroker whether
they are willing or able to trade in unquoted shares.
Shareholders should also be aware that the Matched Bargain Facility could be
withdrawn at a later date. The provision of a matched bargain facility will be
kept under review by the Board and, in determining whether to continue to
offer a matched bargain facility, the Company shall consider expected (and
communicated) Shareholder demand for such a facility as well as the
composition of the Company's register of members and the costs to the Company
and Shareholders.
6. Current Trading
On 22 October 2024, the Company released its annual report and audited
financial results for the year ended 31 May 2024 which included the following
financial information on the Company:
31 May 2024
£'000
Revenue(1) 76
Total comprehensive loss for the year(1) (410)
( )
Total assets 6,347
Total net assets 4,348
Cash 44
(1)Note these relate to the continuing operations of the Company following
completion of the Disposal announced on 27 March 2024
The Company is currently trading in line with expectations. As noted in the
annual report, Hemmers has given notice to vacate one of the properties
effective 30 November 2024 and the Company's agents in Germany are advertising
for alternative tenants.
The Company has still not received any monies from the German withholding tax
claim or the KMR insolvency which were included in the year end accounts as
other receivables of £548,000 and £660,000 respectively. The Company
understands that the German tax authorities are not expected to make any
withholding tax repayment until March to June 2025. The KMR Insolvency
administrator has been unable to give any timescales with regard to any
payments despite requests from the Company. The KMR administrator has also
recently indicated that Leeds Group may now be considered as a subordinated
creditor. The Company will dispute this as it would result in a lower
payment than expected.
7. Process for the Re-registration
As set out above, following the Cancellation, the Directors believe that the
requirements and associated costs of the Company maintaining its public
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 accordance with the Companies Act. 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.
A copy of the New Articles can be viewed at www.leedsgroup.plc.com. Under the
Companies Act, the Re-registration and the adoption of the New Articles must
be approved by not less than 75 per cent. of votes cast by Shareholders at the
EGM in respect of the Re-registration Resolution. Accordingly, the Notice of
EGM set out at the end of this document contains a special resolution to
approve the Re-registration and adopt the New Articles.
If the Cancellation Resolution and the Re-registration Resolution are approved
at the EGM, an 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 issue the
certificate of incorporation on Re-registration when it is satisfied that no
valid application can be made to cancel the Re-registration Resolution or that
any such application to cancel the Re-registration Resolution has been
determined and confirmed by the Court.
If the Resolutions are passed at the EGM, it is anticipated that the
Re-registration will become effective by 31 January 2025.
8. Process for Cancellation
Under the AIM Rules, it is a requirement that the Cancellation must be
approved by not less than 75 per cent. of votes cast by Shareholders (whether
present in person or by proxy) at the EGM in respect of the Cancellation
Resolution. Accordingly, the Notice of EGM set out in Part III of this
document contains a special resolution to approve the Cancellation.
Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the
London Stock Exchange to cancel the admission of its shares to trading on AIM
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.
In accordance with AIM Rule 41, the Directors have notified the London Stock
Exchange of the Company's intention, subject to the Cancellation Resolution
being passed at the EGM, to cancel the Admission on 19 December 2024.
Accordingly, if the Cancellation Resolution is passed, the Cancellation will
become effective at 7.00 a.m. on 19 December 2024. If the Cancellation becomes
effective, Cairn will cease to be nominated adviser and broker of the Company
and the Company will no longer be required to comply with the AIM Rules.
9. Extraordinary General Meeting
The Extraordinary General Meeting will be held at the Radisson Blu Hotel,
Manchester Airport, M30 3RA at 11.00 a.m. on 11 December 2024.
The Cancellation Resolution to be proposed at the EGM is a special resolution
to approve the Cancellation.
Conditional on the passing of Resolution 1, Resolution 2 to be proposed at the
EGM as a special resolution to re-register the Company as a private limited
company and to approve the adoption by the Company of the New Articles.
Resolution 1 to approve the Cancellation is not conditional on Resolution 2 to
approve the Re-registration, but Resolution 2 is conditional on Resolution 1.
If Resolution 1 is passed, but Resolution 2 is not, the Company still intends
to proceed with the Cancellation.
10. Action to be taken in relation to the Extraordinary General Meeting
A Shareholder can vote by logging on to
https://investorcentre.linkgroup.co.uk/Login/Login and following the
instructions; in the case of CREST members, by utilising the CREST electronic
proxy appointment service in accordance with the procedures set out in note 6
to the Notice of EGM; in case of institutional investors, by using the
Proxymity platform in accordance with the procedures set out in note 7 to the
Notice of EGM or by requesting a hard copy form of proxy directly from the
registrars, Link Group on Tel: 0371 664 0300. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines are open
between 09:00 - 17:30, Monday to Friday excluding public holidays in England
and Wales. Or email Link Group at shareholderenquiries@linkgroup.co.uk
(mailto:shareholderenquiries@linkgroup.co.uk) .
To submit a proxy electronically using the link
https://investorcentre.linkgroup.co.uk/Login/Login you will need to log into
your Link Investor Centre account or register if you have not previously done
so. To register you will need your Investor Code which is detailed on your
share certificate. If you need help with voting online, please contact our
Registrar, Link Group. Link Investor Centre is a free app for smartphone and
tablet provided by Link Group (the company's registrar) It allows you to
securely manage and monitor your shareholdings in real time, take part in
online voting, keep your details up to date, access a range of information
including payment history and much more. The app is available to download on
both the Apple App Store and Google Play, or by scanning the relevant QR code
below.
.
To be valid, the Form of Proxy and any power of attorney or the authority
under which it is signed (or a notarial certified copy of it) must be
completed and submitted electronically using the Link Investor Centre; CREST
system; Proxymity platform; or lodged at the Registrars, Link Group, PXS 1,
Central Square, 29 Wellington Street, Leeds, LS1 4DL not later than 11.00 a.m.
on 9 December 2024.
The release, publication or distribution of this document and the Form of
Proxy in jurisdictions other than the UK may be restricted by laws or
regulations and therefore persons into whose possession this document and/or
the Form of Proxy 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 EGM 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, speaking
and voting at the EGM 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 EGM in person, you are encouraged to complete and return
your Form of Proxy as soon as possible.
11. Recommendation
The Directors consider that the Resolutions are in the best interests of the
Company and its Shareholders as a whole and, therefore, unanimously recommend
that you vote in favour of the Resolutions at the Extraordinary General
Meeting. Certain major Shareholders have confirmed to the Company their
intention to vote in favour of the Resolutions in respect of their entire
beneficial holdings being, in aggregate, 14,820,549 Ordinary Shares,
representing approximately 54.24 per cent. of the Company's existing issued
share capital.
Yours faithfully,
Jan G Holmstrom
Chair of the Board of Directors
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2024
Notice provided to the London Stock Exchange to notify it of the proposed 19 November
Cancellation
Publication and posting of this document 19 November
Latest time for receipt of proxy appointments in respect of the Extraordinary 11.00 a.m. on 9 December
General Meeting
Extraordinary General Meeting 11.00 a.m. on 11 December
Last day of dealings in Ordinary Shares on AIM 18 December
Cancellation 7.00 a.m. on 19 December
Matched Bargain Facility for Ordinary Shares commences 19 December
2025
Expected re-registration as a private company by 31 January
Note:
(1) Each of the times and dates in the above timetable is subject to change.
If any of the above times and/or dates change, the revised times and dates
will be notified to Shareholders by an announcement through a Regulatory
Information Service
DEFINITIONS
The following definitions apply throughout this document, unless the context
requires otherwise:
"Act" the Companies Act 2006;
"AIM" the AIM market operated by the London Stock Exchange;
"AIM Rule 15 Cash Shell" has the meaning given to 'AIM Rule 15 cash shell' in the AIM Rules;
"AIM Rules" the rules and guidance notes for AIM companies and/or (as the context
requires) their nominated advisers issued by the London Stock Exchange from
time to time relating to AIM traded securities and the operation of AIM;
"Business Day" a day on which dealings in domestic securities may take place on the London
Stock Exchange;
"Cairn" Cairn Financial Advisers LLP, a limited liability partnership incorporated and
registered in England and Wales with registered number OC351689, and the
Company's nominated adviser, authorised and regulated by the FCA;
"Cancellation" the cancellation of Admission in accordance with Rule 41 of the AIM Rules,
subject to passing of the Cancellation Resolution;
"Cancellation Resolution" Resolution 1 to be proposed at the EGM;
"Company" or "Leeds Group" Leeds Group plc, a company incorporated and registered in England and Wales
with registered number 00067863;
"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);
"Current Articles" the articles of association of the Company in force as at the date of this
document;
"Directors" or "Board" the directors of the Company whose names are set out on page 5 of this
document, or any duly authorised committee thereof;
"Disposal" the sale of the entire issued share capital of Hemmers;
"DTRs" the disclosure guidance and transparency rules made by the FCA under Part VI
of FSMA (as set out in the FCA handbook), as amended from time to time;
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"Existing Ordinary Shares" the 27,320,843 Ordinary Shares in issue at the date of this document, all of
which are admitted to trading on AIM;
"Extraordinary General Meeting" or "EGM" the extraordinary general meeting (or any adjournment thereof) of the
Shareholders at which the Resolutions will be proposed to be held at 11.00
a.m. on 11 December 2024 at the Radisson Blu Hotel, Manchester Airport, M30
3RA, notice of which is set out in the Notice of EGM;
"FCA" the Financial Conduct Authority;
"Form of Proxy" the hard copy form of proxy for use in connection with the EGM;
"FSMA" the Financial Services and Markets Act 2000;
"Hemmers" Hemmers-Itex Textil Import Export GmbH, a company incorporated and registered
in Germany with registered number 131127;
"JP Jenkins" JP Jenkins, a trading name of InfinitX Limited and appointed representative of
Prosper Capital LLP;
"KMR" Stoff-Ideen-KMR GmbH, a company incorporated and registered in Germany with
registered number HRB 131456;
"LG Nordhorn" Leeds Group Nordhorn Property GmbH, a company incorporated and registered in
Germany with registered number HRB 219472;
"Link Group" the trading name of Link Market Services Limited, the Company's share
registrar;
"London Stock Exchange" London Stock Exchange plc;
"Matched Bargain Facility" the unregulated matched bargain trading facility operated by JP Jenkins for
the trading of Ordinary Shares following the Cancellation;
"New Articles" the new articles of association of the Company proposed to be adopted pursuant
to Resolution 2 to be proposed at the EGM, a copy of which can be viewed at
www.leedsgroup.plc.com;
"Notice of Extraordinary General Meeting" or "Notice of EGM" the notice convening the Extraordinary General Meeting which is set out in
Part III of this document;
"Ordinary Shares" the ordinary shares of 12 pence each in the capital of the Company;
"Panel" the Panel on Takeovers and Mergers;
"Readmission Transaction" pursuant to AIM Rule 15, the requirement for the Company to make an
acquisition or acquisitions which constitutes a reverse takeover under AIM
Rule 14 (including seeking re-admission under the AIM Rules) within six months
from 26 March 2024. Alternatively, within such time period, the Company could
seek to become an investing company pursuant to AIM Rule 8, which requires,
inter alia, the raising of at least £6 million and the publication of an
admission document;
"Re-registration" the proposed re-registration of the Company as a private limited company;
"Re-registration Resolution" Resolution 2 to be proposed at the EGM;
"Resolutions" the resolutions to be proposed at the EGM in the form set out in Part III of
this document;
"Restricted Jurisdiction" Australia, Canada, Japan, New Zealand, the Republic of South Africa or the
United States;
"Shareholders" holders of Ordinary Shares;
"Takeover Code" or the "Code" the City Code on Takeovers and Mergers issued by the Panel, as amended and
interpreted by the Panel;
"UK" or "United Kingdom" 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.
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