On 16 November 2018, Rasmala plc (“Old Rasmala”), the current parent company of the Group, announced 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 British Virgin Islands, as the ultimate parent company of the Group. The new corporate structure is to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act (the “Scheme”) and a scheme document was sent, or otherwise made available, to shareholders of Old Rasmala on 19 November 2018, containing information on the Scheme (the “Scheme Circular”).
Further to the announcement made on 17 December 2018 in relation to the Court sanctioning the Scheme, Rasmala is pleased to announce that the Court Order has been delivered to the Registrar of Companies and, accordingly, the Scheme has now become effective in accordance with its terms.
Accordingly, the Tender Offer is now open in accordance with the circular explaining the terms of the Tender Offer which was posted to Old Rasmala Shareholders on 19 November 2018 (the “Tender Offer Circular”). The Tender Offer will remain open for six weeks and will close at 1.00 p.m. on 29 January 2019.
It is expected that admission to trading on AIM of the Old Rasmala Shares will be cancelled with effect from 7:00 a.m. (London time) tomorrow, Wednesday 19 December 2018.
Any further updates relating to Rasmala will be posted on the Company’s website at www.rasmala.com.
Rasmala plc Tel: +971 4 363 5600
Zak Hydari, CEO
Stockdale Securities Tel: +44 (0)20 7601 6100
Antonio Bossi, David Coaten, Bradley Wright
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, unless otherwise defined, have the same meanings as set out in the Scheme Circular and Tender Offer Circular (as applicable).
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.