No-6748H-Recommended Proposals for: cancellation of admission to trading on AIM; introduction of a new parent company by means of a scheme of arrangement; and tender offer to buy back up to 20 per cent. of issued shares at 150p per share

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15 November 2018

Introduction

  • Rasmala plc (“Old Rasmala”), the current parent company of the Group, today announces details of proposals to cancel the admission of its shares to trading on AIM (the “Cancellation”) and to change the Group’s corporate structure by inserting a new company, incorporated in the BVI, as the ultimate parent company of the Group.
  • It is intended that this new corporate structure will be implemented by way of a scheme of arrangement under Part 26 of the Companies Act (the “Scheme”). For this purpose, Rasmala Holdings Limited (“New Rasmala”) was incorporated on 9 November 2018 in accordance with BVI law under registered number 1997633 and with its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
  • Upon the Scheme, which will be subject to certain conditions as described below, becoming effective, New Rasmala will become the holding company of the Group and the existing holding company, Old Rasmala, will be re-registered as a private limited company.
  • The Board considers the Proposals to be in the best interests of Old Rasmala Shareholders as a whole.
  • Immediately following the Scheme becoming effective, New Rasmala proposes to undertake a tender offer to buy back up to 20 per cent. of its issued shares at 150 pence per share.

Reasons for the Proposals

The Board has concluded that a lack of liquidity and the costs associated with being an AIM company mean that admission to trading on AIM no longer serves the interests of Rasmala or its shareholders. Rasmala accordingly proposes to cancel the admission of its shares to trading on AIM.

The Board also considers (particularly in view of the proposed cancellation of the admission of the Company’s shares to trading on AIM) that a UK holding company is no longer the most appropriate structure for the Group given that the majority of the Company’s shareholders are non-UK investors and the business of the Group operates principally outside of the UK.

Accordingly, the Board, after detailed consideration, is of the view that the introduction of a newly incorporated BVI entity as the new holding company of the Group will provide the most appropriate structure for the Group and best support its ongoing strategic and commercial aims and unanimously recommend that Shareholders vote in favour of the Scheme at the Court Meeting and vote in favour of the Resolution to be proposed at the General Meeting.

Summary of the Scheme

The Scheme will be carried out on a share-for-share basis with the result that all Old Rasmala Shareholders will become shareholders in New Rasmala and New Rasmala’s share register immediately after the Scheme becomes effective will replicate exactly the shareholdings in Old Rasmala immediately before the Scheme becomes effective.

As each Shareholder will receive the same number of New Rasmala Shares under the Scheme as they currently hold of Old Rasmala Shares, each Shareholder’s percentage shareholding (including as to voting rights) will not change as a result of the Scheme.

Irrevocable Undertakings in relation to the Scheme

Abdallah Y. Al-Mouallimi and Zak Hydari are interested in Old Rasmala by virtue of their indirect interests in HBG Small Cap 3 Limited, which holds 8.84 per cent. of the shares in Old Rasmala. HBG Small Cap 3 Limited has given an irrevocable undertaking in respect of its shareholding in Old Rasmala to vote in favour of the Scheme at the Court Meeting and in favour of the Resolution at the General Meeting.

Irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and in favour of the Resolution at the General Meeting have also been procured from other Shareholders holding, in aggregate, approximately 13.57 per cent. of the issued shares of Old Rasmala.

Therefore, Shareholders holding, in aggregate, 22.41 per cent. of the issued shares of Old Rasmala as at 15 November 2018 (the latest practicable date before the publication of this announcement) have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and in favour of the Resolution at the General Meeting.

Tender Offer

In order to allow shareholders who do not wish to remain investors in an unquoted group an opportunity to realise their investment, New Rasmala will undertake a tender offer to buy back up to 20 per cent. of its issued shares (as at the Scheme Effective Date) (the “Tender Offer”) at the tender price of 150 pence per share, a premium of 5.3 per cent. to the mid-market closing price of 142.5 pence per share on 15 November 2018. The Tender Offer will open immediately following the Scheme becoming effective and will remain open for six weeks.

The Tender Offer is being made available to all Eligible New Rasmala Shareholders who are on the New Rasmala share register at the close of business on 29 January 2019, with the exception of holders in certain overseas jurisdictions. New Rasmala Shareholders can decide whether they want to tender all, some or none of their New Rasmala Shares

The Tender Offer is conditional, inter alia, on the completion of the Scheme and Cancellation. Accordingly, it will open immediately following the time at which the Scheme becomes effective. The Tender Offer will remain open for six weeks and will close at 1.00 p.m. on 29 January 2019.

The Board is making no recommendation to Eligible New Rasmala Shareholders in relation to their participation in the Tender Offer.

Circulars explaining the terms of the Scheme and Tender Offer are expected to be posted to Old Rasmala Shareholders on 19 November 2018. The Court Meeting and the General Meeting are expected to be held on 13 December 2018 and the Scheme is expected to become effective on 18 December 2018.

Letters of intent in relation to the Tender Offer

Shareholders holding, in aggregate, 2,362,669 Old Rasmala Shares, representing 15 per cent. of the issued shares of Old Rasmala as at 15 November 2018 (the latest practicable date before the publication of this announcement), have confirmed to the Company that they do not intend to participate in the Tender Offer.

This summary should be read in conjunction with the full text of this Announcement. The Chairman’s Statement below has been extracted from the circular to be sent to shareholders in relation to the Scheme. Definitions and an expected timetable of principal events can be found at the end of this announcement.

Enquiries:

Rasmala plc

Tel: +971 4 363 5600

Zak Hydari, CEO

Stockdale Securities

Tel: +44 (0)20 7601 6100

Antonio Bossi, David Coaten, Bradley Wright

IMPORTANT NOTICE

This announcement does not constitute an invitation or offer to sell, or the solicitation of an invitation or offer to buy, any security. None of the securities referred to in this announcement shall be sold, issued, subscribed for, purchased, exchanged or transferred in any jurisdiction in contravention of applicable law.

The New Rasmala Shares have not been, and will not be, registered under the US Securities Act. Neither the SEC nor any US state securities commission or regulatory authority has reviewed or approved this announcement or the Scheme. Any representation to the contrary is a criminal offence in the United States.

Stockdale, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting as financial adviser and nominated adviser for the Company in connection with the Scheme and is not acting for and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the matters described in this announcement. Stockdale’s responsibilities as nominated adviser under the AIM Rules are solely owed to the London Stock Exchange. No representation or warranty, express or implied, is made by Stockdale as to any of the contents of this announcement. Stockdale has not authorised the contents of, or any part of, this announcement and (without limiting the statutory rights of any person to whom this announcement is issued) no liability whatsoever is accepted by Stockdale for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, for which the Company and its Directors are solely responsible.

This announcement may contain certain forward-looking statements. These forward-looking statements relate to matters that are not historical facts and by their nature, involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not an assurance of future performance. The Group’s actual results of operations, financial condition and liquidity, and the development of the business sector in which the Group operates, may differ materially from those suggested by any forward-looking statements contained in this announcement. Neither Old Rasmala nor New Rasmala undertakes any obligation to update any forward-looking statements.

Definitions and interpretation

Capitalised terms used in this announcement are as defined in the list of definitions incorporated at the end of this announcement unless defined elsewhere herein or the context requires otherwise.

Unless otherwise indicated, all references in this announcement to “sterling”, “pounds sterling”, “£”, “pence”, “penny” or “p” are to the lawful currency of the UK.

Words importing the singular shall include the plural and vice versa. Words importing the masculine gender shall include the feminine or neutral gender and vice versa.

All references to a statutory provision or law or to any order or regulation shall be construed as a reference to that provision or law, order or regulation as extended, modified, replaced or re-enacted from time to time.

“Chairman’s Statement

1. Introduction

Rasmala plc (“Old Rasmala” or the “Company”), the current parent company of the Group, announced on 16 November 2018 details of proposals to cancel the admission of its shares to trading on AIM (the “Cancellation”) and to change the Group’s corporate structure by inserting a new company, incorporated in the BVI, as the ultimate parent company of the Group. It is intended that this new corporate structure will be implemented by way of a scheme of arrangement under Part 26 of the Companies Act (the “Scheme”).

For this purpose, Rasmala Holdings Limited (“New Rasmala”) was incorporated on 9 November 2018 in accordance with BVI law under registered number 1997633 and with its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands.

Upon the Scheme, which will be subject to certain conditions as described in paragraph 4 of Part II of this document, becoming effective, New Rasmala will become the holding company of the Group and Old Rasmala will be re-registered as a private limited company. The Cancellation is expected to take effect at the same time as the Scheme becomes effective.

The purpose of this letter is to explain why the Board considers the Proposals to be in the best interests of Old Rasmala Shareholders as a whole.

2. Reasons for the Proposals

The Board has concluded that a lack of liquidity and the costs associated with being an AIM company mean that admission to trading on AIM no longer serves the interests of the Company or its shareholders. The Company accordingly proposes to cancel the admission of its shares to trading on AIM.

The Board also considers (particularly in view of the proposed cancellation of the admission of the Company’s shares to trading on AIM) that a UK holding company is no longer the most appropriate structure for the Group given that the majority of the Company’s shareholders are non-UK investors and the business of the Group operates principally outside of the UK.

Accordingly, the Board, after detailed consideration, is of the view that the introduction of a newly incorporated BVI entity as the new holding company of the Group will provide the most appropriate structure for the Group and best support its ongoing strategic and commercial aims.

In order to allow shareholders who do not wish to remain investors in an unquoted group an opportunity to realise their investment, New Rasmala will undertake a tender offer to buy back up to 20 per cent. of its issued shares (the “Tender Offer”) at the tender price of 150 pence per share. The Tender Offer will open immediately following the Scheme becoming effective and will remain open for six weeks. A circular explaining the terms of the Tender Offer is provided to Rasmala Shareholders together with this document.

Old Rasmala Shareholders holding, in aggregate, approximately 15 per cent. of the issued share capital of Old Rasmala as at 15 November 2018 (the latest practicable date before the publication of this document), and who will hold equivalent holdings of New Rasmala Shares upon the Scheme becoming effective, have given expressions of intent not to tender their New Rasmala Shares under the Tender Offer.

3. The Cancellation

Application has been made to the London Stock Exchange in respect of the cancellation of the admission to trading on AIM of the Old Rasmala Shares, contingent on the Scheme becoming effective. It is expected that admission to trading on AIM of the Old Rasmala Shares will be cancelled at the same time as the Scheme becomes effective and the last day of dealings in Old Rasmala Shares is therefore expected to be 14 December 2018.

4. The Scheme

The introduction of New Rasmala as the new parent company of the Group will be carried out by way of a scheme of arrangement in accordance with Part 26 of the Companies Act.

Under the Scheme, all Old Rasmala Shares will be transferred to New Rasmala and in consideration for this Old Rasmala Shareholders will receive one New Rasmala Share for each Old Rasmala Share transferred. The transfer of the Old Rasmala Shares to New Rasmala will result in Old Rasmala becoming a wholly owned subsidiary of New Rasmala. Information on the New Rasmala Shares to be issued to Old Rasmala Shareholders is included in paragraph 3 of Part IV of this document.

The Scheme requires the approval of Old Rasmala Shareholders at the Court Meeting. If the Scheme is approved by the requisite majority of Old Rasmala Shareholders, an application will be made to the Court to sanction the Scheme.

If the Scheme is sanctioned by the Court, the Scheme will come into effect on the Scheme Effective Date.

If the Scheme has not become effective by the Longstop Date, it will lapse, in which event there will not be a new parent company of the Group, Old Rasmala Shareholders will remain shareholders of Rasmala and the Old Rasmala Shares will continue to be admitted to trading on AIM.

5. New Rasmala Board

The Directors of Old Rasmala are also the directors of New Rasmala.

Details of the indirect interests of certain of the Directors in the share capital of Old Rasmala are set out in paragraph 5 of Part IV of this document.

6. Shareholder safeguards

As a company with its registered office in the UK the shares of which are admitted to trading on AIM, Old Rasmala is subject to the provisions of the Takeover Code. New Rasmala, as a BVI-incorporated company, will not be subject to the Takeover Code, and acquisitions of shares in, or offers for shares of, New Rasmala, will not be subject to the protections afforded by the Takeover Code. For further details please see paragraph 8 of Part II of this document.

For details of key differences between shareholder rights afforded by English law and the articles of association of Old Rasmala, and BVI law and the articles of association of New Rasmala, please refer to paragraph 6 of Part IV of this document.

7. Overseas Shareholders

The implications of the Scheme for, and the distribution of this document and the accompanying documents to, Overseas Shareholders may be affected by the laws of relevant jurisdictions. Such persons should therefore inform themselves about and observe all applicable legal requirements.

It is the responsibility of any person into whose possession this document comes to satisfy themselves as to their full observance of the laws of the relevant jurisdiction in connection with the Scheme. Overseas Shareholders should consult their own legal and tax advisers with respect to the legal, financial and tax consequences of the Scheme in their particular circumstances. Further information in this regard is included in paragraph 12 of Part II of this document.

8. Action to be taken

It is expected that on 13 December 2018 the Court Meeting and General Meeting will be held to seek shareholder approval for the Scheme and certain ancillary matters. The notice of the Court Meeting and the notice of the General Meeting are each set out in Part VII of this document.

Please check that you have received the following with this document:

· a pink Form of Proxy for use in respect of the Court Meeting; and

· a blue Form of Proxy for use in respect of the General Meeting.

If you have not received all of these documents, please contact Link Asset Services on 0371 664 0321. 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. The helpline is open between 9 am – 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Whether or not you plan to attend the Meetings, if you hold your Old Rasmala Shares:

· in certificated form, you are requested to complete, sign and return to the Registrars the pink Form of Proxy for use at the Court Meeting and the blue Form of Proxy for use at the General Meeting; and

· in uncertificated form, you are requested to complete and return CREST proxy instructions to the Registrars in respect of the Court Meeting and the General Meeting,

in each case in accordance with the instructions included on the relevant Form of Proxy and the instructions included on the relevant notice of Meeting set out in Part VII of this document and so as to be received as soon as possible and, in any event, by no later than 48 hours (excluding non-Business Days) before the time appointed for the relevant meeting.

9. Recommendation

The Directors believe the Proposals to be in the best interests of Old Rasmala and its shareholders as a whole and, accordingly, unanimously recommend that Old Rasmala Shareholders vote in favour of the Scheme at the Court Meeting and vote in favour of the Resolution to be proposed at the General Meeting.”

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of the Scheme Circular and the Tender Offer Circular

19 November 2018

Latest time for lodging Form of Proxy for the Court Meeting (pink form)

11.00 a.m. on 11 December 2018

Latest time for lodging Form of Proxy for the General Meeting (blue form)

11.15 a.m. on 11 December 2018

Voting record time for the Court Meeting and the General Meeting

6.00 p.m. on 11 December 2018

Court Meeting

11.00 a.m. on 13 December 2018

General Meeting

11.15 a.m. on 13 December 2018

Last day of dealings in Old Rasmala Shares

14 December 2018

Scheme Record Time

6.00 p.m. on 14 December 2018

Court hearing to sanction the Scheme

17 December 2018

Scheme Effective Date

18 December 2018

Cancellation of the admission to trading on AIM of Old Rasmala Shares

18 December 2018

Tender Offer opens

18 December 2018

Closing Date – latest time and date for receipt of Tender Forms

1.00 p.m. on 29 January 2019

Record Date for the Tender Offer

close of business on 29 January 2019

Result of Tender Offer announced

30 January 2019

Completion of purchase of Shares under the Tender Offer

1 February 2019

Despatch of cheques for Tender Offer consideration in respect of Shares sold under the Tender Offer and any balance certificates in respect of any unsold Shares

by 12 February 2019

Balance certificates despatched in respect of Shares and any unsuccessfully tendered Shares

by 12 February 2019

The above times and/or dates are indicative only and may change. If any of the above times and/or dates change, the revised times and/or dates will be announced on the Group’s website at www.rasmala.com.

All references to times in this announcement are to London times unless otherwise stated.

DEFINITIONS

Articles

the articles of association of the Company, as amended from time to time

AIM

the AIM market operated by the London Stock Exchange

AIM Rules

the AIM Rules for Companies, incorporating guidance notes, published by the London Stock Exchange governing, inter alia, admission to AIM and the continuing obligations of companies admitted to AIM, as amended from time to time

Board

the board of directors of the Company

Business Day

a day (excluding Saturdays and Sundays and public holidays in England and Wales) on which banks are generally open for business in the City of London and the BVI for the transaction of normal banking business

BVI

the British Virgin Islands

Cancellation

the proposed cancellation of the admission of the Old Rasmala Shares to trading on AIM, conditional on the Scheme coming into effect

certificated or in certificated form

in relation to a share or a security, a share or security which is not in uncertificated form (i.e. not in CREST)

Closing Date

1.00 p.m. (UK time) on 29 January 2019, the date on which the Tender Offer closes, unless extended in accordance with the terms set out in this announcement

Companies Act

the Companies Act 2006, as amended from time to time

Company

see Old Rasmala

Court

the Insolvency and Companies List (formerly known as the Companies Court) of the Business and Property Courts within the Chancery Division of the High Court of Justice in England and Wales

Court Meeting

the meeting of the members of the Company to be convened by order of the Court pursuant to section 896 of the Companies Act and expected to be held at 11.00 a.m. on 13 December 2018 to consider and, if thought fit, approve the Scheme, notice of which is set out in Part VII of this announcement

CREST

the computerised system for the paperless settlement of trades in securities and the holding of securities in uncertificated form operated by Euroclear in accordance with the CREST Regulations

CREST Regulations

the Uncertificated Securities Regulations 2001, as amended from time to time

Directors

the members of the Board, and Director shall be construed accordingly

Eligible New Rasmala Shareholder

a New Rasmala Shareholder on the Register on the Record Date

Euroclear

Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number 02878738, the operator of CREST

Financial Conduct Authority

the Financial Conduct Authority of the United Kingdom

Forms of Proxy

the pink and blue forms of proxy enclosed with the Scheme Circular for use in connection with (i) the Court Meeting; and (ii) the General Meeting, respectively, and Form of Proxy means either of them

General Meeting

the general meeting of the members of the Company expected to be held at 11.15 a.m. on 13 December 2018 (or, if later, immediately following the conclusion of the Court Meeting) to consider and, if thought fit, approve an ancillary matter in connection with the Scheme, notice of which is set out in Part VII of the Scheme Circular

Group

see Rasmala Group

Link Asset Services

a trading name of Link Market Services Limited (trading as Link Asset Services), a private limited company with registered number 02605568, whose registered office is at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU

London Stock Exchange

London Stock Exchange plc

Longstop Date

28 February 2019 or such later date as the Board may determine and agree with the Court, or as the Court may stipulate

Rasmala

prior to the Scheme Effective Date, Old Rasmala and, on and following the Scheme Effective Date, New Rasmala

Meetings

the Court Meeting and the General Meeting, and Meeting means either of them

New Rasmala

Rasmala Holdings Limited, a company incorporated in BVI with registered number 1997633

New Rasmala Shareholder

a holder of New Rasmala Shares

New Rasmala Shares

ordinary shares of 50 pence each in New Rasmala to be issued to New Rasmala Shareholders in accordance with the terms of the Scheme

Old Rasmala or the Company

Rasmala plc, a public limited company incorporated in England and Wales and registered with number 05328847

Old Rasmala Shareholder

a holder of Old Rasmala Shares

Old Rasmala Shares

ordinary shares of 50 pence each in the capital of Old Rasmala

Overseas Shareholders

Shareholders of Rasmala who are resident in, located in, or citizens of, jurisdictions outside the UK

Panel

the Panel on Takeovers and Mergers in the UK

Proposals

(i) the Scheme and (ii) the Cancellation

Rasmala Group or Group

prior to the Scheme Effective Date, Old Rasmala and its subsidiary undertakings and, on and following the Scheme Effective Date, New Rasmala and its subsidiary undertakings

Rasmala Shareholder or Shareholder

prior to the Scheme Effective Date, an Old Rasmala Shareholder and, on and from the Scheme Effective Date, a New Rasmala Shareholder

Record Date

close of business (UK time) on 29 January 2019

Registrars

Link Asset Services

Resolution

the resolution set out in the notice of General Meeting in Part VII of the Scheme Circular, to be proposed and, if thought fit, passed at the General Meeting in connection with the implementation of the Scheme

Scheme

the scheme of arrangement proposed to be made under Part 26 of the Companies Act between the Company and its members pursuant to which New Rasmala will become the new parent company of the Group, as set out in Part III of the Scheme Circular, subject to any modification, addition or condition stipulated by the Court

Scheme Circular

the circular to be posted to the Shareholders on 19 November 2018 in connection with the Scheme

Scheme Effective Date

the date on which the Scheme becomes effective, expected to be 18 December 2018

Scheme Record Time

6.00 p.m. (London time) on the day two Business Days before the Scheme Effective Date

SEC

the United States Securities and Exchange Commission

Shareholder

see Rasmala Shareholder

Stockdale

Stockdale Securities Limited, financial adviser, nominated adviser and broker to the Company

Takeover Code

The City Code on Takeovers and Mergers (as amended from time to time) issued by the Panel

Tender Form

the tender form accompanying Shareholders’ copies of the Tender Offer Document for use by Shareholders in connection with the Tender Offer

Tender Offer

the proposed buyback by New Rasmala of up to 20 per cent. of its issued shares at a tender price of 150 per share, as described in this announcement, the Scheme Circular and the Tender Offer Document

Tender Offer Document

the document published by New Rasmala in connection with the Tender Offer, to be posted to Shareholders at the same time as the Scheme Circular

uncertificated or in uncertificated form

in relation to a share or other security, a share or other security the title to which is recorded 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

United Kingdom or UK

the United Kingdom of Great Britain and Northern Ireland

United States or US

the United States of America

US Securities Act

the United States Securities Act of 1933, as amended from time to time

Voting Record Time

6.00 p.m. on 11 December 2018