REG - Steppe Cement Ltd - Proposed Return of Cash to Shareholders and EGM
05/04/2024 07:15
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RNS Number : 4070J Steppe Cement Limited 05 April 2024
5 April 2024
Steppe Cement Ltd
("Steppe Cement" or the "Company")
Proposed Reduction & Repayment of Capital and Notice of EGM
Steppe Cement (AIM: STCM), the AIM-traded Kazakh cement producer, is pleased
to announce the Proposed Capital Repayment of approximately 1.5 pence per
Ordinary Share, effected by way of Capital Reduction pursuant to Section
53(9A) of the Labuan Companies Act 1990, and its Notice of EGM.
The Proposed Capital Repayment requires Shareholder approval of the Special
Resolution to be proposed at an Extraordinary General Meeting of the Company
to be held at Suite 10.1, 10th Floor, West Wing, Rohas Perkasa, 8 Jalan Perak,
Kuala Lumpur, Malaysia on Friday, 26 April 2024 at 4.00 p.m. MYT.
Subject to the approval of the Special Resolution at the EGM, the Capital
Reduction will have the effect of reducing the Company's share capital from
USD73,760,924 (divided into 219,000,000 Ordinary Shares) to USD69,599,924
(divided into 219,000,000 Ordinary Shares), and that such reduction be
effected by the capital repayment of USD4,161,000 in cash, which will be paid
in GBP, and is expected to equate to approximately 1.5 pence per Ordinary
Share, to Entitled Shareholders at the Record Date.
The number of outstanding Ordinary Shares will remain the same at 219,000,000.
A copy of the Circular containing more information in relation to the Capital
Reduction and Proposed Capital Repayment, and Notice of EGM, will today be
posted to Shareholders and will shortly be available on the Company's website
at https://www.steppecement.com/investors/aim-rule-26/
(https://www.steppecement.com/investors/aim-rule-26/) .
Terms used in this announcement, but which are otherwise undefined shall have
the same meanings as set out in the Circular. This announcement and the
summary of the Capital Reduction and Proposed Return of Capital should be read
in conjunction with the Circular.
For further information, please contact:
Steppe Cement Ltd www.steppecement.com
Javier del Ser Pérez, Chief Executive Officer Tel: +(603) 2166 0361
Strand Hanson Limited (Nominated & Financial Adviser and Broker) www.strandhanson.co.uk (http://www.strandhanson.co.uk)
James Spinney / Ritchie Balmer / Robert Collins Tel: +44 20 7409 3494
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.
Key extracts from the Circular are set out below:
Details of the Proposed Capital Repayment by way of Capital Reduction and
Notice of Extraordinary General Meeting
1. INTRODUCTION
Steppe Cement operates the Karaganda cement factory in Kazakhstan. The Company
has a 100% subsidiary in Malaysia that in turns owns a 100% subsidiary in
Netherlands that holds 100% of three Kazakh companies. It has a current annual
production capacity of 2 million tonnes of cement. In the year ended 31
December 2022, the Company made a net profit of circa USD 18 million or
approximately 6.5 pence per Ordinary Share. The company paid a 5 pence
dividend in late 2022. In 2023 the turnover of the company was 7% lower than
in 2022.
The Board expressed its intention to pay a dividend of 2 to 3 pence in 2023.
However, new tax legislation which has taken effect in Malaysia, the
Netherlands and Kazakhstan, has made the Company's current corporate structure
inefficient for the purposes of making shareholder distributions by way of a
dividend. Dividends would potentially now be subject to tax charges arising in
multiple jurisdictions.
2. RATIONALE FOR THE PROPOSED CAPITAL REPAYMENT
Steppe Cement Ltd and the subsidiaries in its structure in Malaysia and the
Netherlands have sufficient capital to maintain their operations and pay their
expenses together with making all currently foreseeable investments in plant
and machinery. The Capital Reduction will allow the Company to return excess
capital to its shareholders while maintaining adequate reserves for future
development. As noted above, distribution via a dividend would potentially
incur tax charges in numerous jurisdictions, whilst distribution via a share
buy-back, the possibility of which has been explored, was found to be
logistically inefficient. Accordingly, the Proposed Capital Repayment is
considered by the Board to be the most effective and economical method of
return of capital to shareholders and the Board believes that the proposed
Capital Reduction is worth the extra time and expense. The Board would like to
have the full support and participation of the shareholders of the Company as
the resolution requires a 75% approval ratio.
For the avoidance of doubt, the number of shares outstanding after the Capital
Reduction has taken effect will remain the same.
3. EFFECTS OF THE PROPOSED CAPITAL REPAYMENT
3.1 Share Capital
If the Special Resolution is approved at the EGM, the Capital Reduction will
have the effect of reducing the Company's share capital by USD4,161,000
(approximately £3,285,000) from USD73,760,924.00 to USD69,599,924.00 by
cancelling and extinguishing capital to the extent of 1.9 US cents per share
(being the reduction in the stated capital of USD4,161,000 divided by the
219,000,000 Ordinary Shares in issue) on each fully paid up ordinary share of
no par value each in the Company and the amount by which the stated capital is
so cancelled will be distributed (in GBP) to Shareholders from the Group's
existing cash resources.
In accordance with Section 53(9A) of the Labuan Companies Act 1990, the
reduction of share capital by way of a special resolution, may be made without
confirmation by the court so long as the Directors declare by way of a
Declaration of Solvency.
The Capital Reduction shall in no way affect the validity of the Shareholders'
existing share certificates or CREST holdings.
The effects of the Proposed Capital Reduction on the Company's issued and
paid-up share capital are as follows:
Unaudited as of 31 December 2023* After Proposed Capital Repayment
Capital Reduction pursuant to Proposed Capital Repayment
Share capital (USD) 73,760,924 (4,161,000) 69,599,924
Number of shares outstanding 219,000,000 - 219,000,000
*Being the most recent year end date prior to publication of the Circular.
3.2 Funding
The Proposed Capital Repayment will be funded via the Group's existing cash
balances.
3.3 Earnings per Share
The Proposed Capital Repayment will not affect the Earnings per Share of the
Company as the number of shares outstanding remains unchanged after the
Proposed Capital Repayment.
3.4 Shareholders' Interests
The Proposed Capital Repayment will not have any effect on the percentage
shareholdings of the substantial shareholders of Steppe Cement Ltd as
disclosed on the Company's website or any other shareholders' interests.
4. TAXATION
Shareholders who are in any doubt as to their tax position should consult an
appropriate professional tax adviser.
5. EXPECTED TIMEFRAME FOR COMPLETION
The Proposed Capital Repayment is expected to be completed in Q2 2024, with
further announcements, including the Record Date, to be made as appropriate by
the Company.
6. PAYMENT OF THE PROPOSED CAPITAL REPAYMENT
Depositary Interest holders will receive payment directly to their CREST
payment account by way of an assured payment obligation through the CREST
system. Certificated Shareholders will receive payment to their mandated bank
or building society account as recorded by the Registrar, or by cheque if no
such mandate is registered. Shareholders who are recorded in the books of the
Registrar as "gone away" will not have their cheque issued until they contact
the Registrar for security reasons.
7. EGM AND ACTION TO BE TAKEN
Shareholders will find the Notice of EGM and the accompanying notes at the end
of the Circular. The Special Resolution requires at least 75 per cent of votes
in favour for it to be carried.
8. BOARD'S RECOMMENDATION
The Board unanimously recommends that Shareholders vote in favour of the
Special Resolution to be proposed at the Extraordinary General Meeting.
Expected Timetable of Principal Events
Publication and posting of the Circular, the Notice of EGM and the relevant Friday, 5 April 2024
Form(s) of Proxy/Instruction
EGM 4.00 p.m. (MYT) on Friday, 26 April 2024
RNS Announcement on Capital Repayment dates On or around Thursday, 23 May 2024
Definitions
"AIM" the AIM market operated by the London Stock Exchange.
"Board" the board of directors of Steppe Cement Ltd.
"Capital Reduction" The reduction of share capital of the Company from USD73,760,924.00 divided
into 219,000,000 ordinary shares of no par value each to USD69,599,924.00
divided into 219,000,000 ordinary shares of no par value each.
"Certificated" an ordinary share recorded on a company's share register as being held in
certificated form (namely, not in CREST).
"Company or Steppe Cement" Steppe Cement Ltd (Company number LL04433).
"Circular" this Circular dated 4 April 2024.
"CREST" the system (as defined in the CREST Regulations) for the paperless settlement
of trades in securities and the holding of uncertificated securities operated
by Euroclear UK & International Limited.
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No 01/3755).
"Declaration of Solvency" a declaration of solvency by the directors of a Labuan company or foreign
Labuan company, as and when required by the provisions of the Labuan Companies
Act 1990, and is deemed to be a statutory declaration within the meaning and
effect under the *Statutory Declarations Act 1960 [Act 60] and the Penal Code
[Act 574];
"Depositary Interests" depositary interests in respect of Ordinary Shares.
"Director" the directors of the Company as at the date of this document.
"EGM" the Extraordinary General Meeting to be held online at the office of Steppe
Cement Ltd, Suite 10.1, 10(th) Floor, West Wing, Rohas Perkasa, 8 Jalan Perak,
Kuala Lumpur, Malaysia on Friday, 26 April 2024 at 4.00 p.m. MYT.
"Entitled Shareholders" persons who are registered as holders of Ordinary Shares (Certificated
Shareholders) on the Record Date and persons who are registered as holders of
Depositary Interests holders on the Record Date.
"Existing Ordinary Shares" the 219,000,000 Ordinary Shares of no par value each in the capital of the
Company in issue at the date of this document.
"Group" Steppe Cement and its subsidiary undertakings
"London Stock Exchange" London Stock Exchange plc.
"Labuan Companies Act" the Labuan Companies Act 1990 of Federal Territory of Labuan, Malaysia.
"Labuan FSA" the Labuan Financial Services Authority; the central regulatory, supervisory
and enforcement authority of the international business and financial services
industry in Labuan.
"Notice of EGM" The Notice of EGM as set out on page 10 of this Circular.
"Ordinary Shares" Ordinary Shares of no par value each in the capital of the Company.
"Proposed Capital Repayment" the Capital Repayment of, in aggregate, USD4,161,000 in cash which will be
paid in GBP (expected to equate to approximately 1.5 pence per ordinary share
of no par value each) to be made to entitled Shareholders at the Record Date,
to be effected by way of Capital Reduction pursuant to Section 53(9A) of the
Labuan Companies Act 1990.
"Record Date" date for Entitled Shareholders to receive the Proposed Capital Repayment, and
which will be announced in due course by the Board, assuming the Special
Resolution is approved.
"Registrar" Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol
BS13 8AE.
"RNS" Regulatory News Service of London Stock Exchange.
"Shareholders" the holders of any issued Ordinary Shares in the share capital of the Company
(or Depositary Interests in respect of Ordinary Shares in the share capital of
the Company) from time to time.
"Special Resolution" the special resolution in relation to the Proposed Capital Repayment to be
tabled in the EGM that requires a majority of not less than three-fourths
(75%) of such shareholders votes to be approved.
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland.
"£", "pence" and "GBP" the currency of the UK.
"USD" the currency of the United States of America.
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