Mucklow(A.& J.)Group PLC Proposed Cancellation and Repayment (7860I)

TIDM37HR

RNS Number : 7860I

Mucklow(A.& J.)Group PLC

13 August 2019

THIS ANNOUNCEMENT IS DEEMED TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION NO 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

A&J Mucklow Group Plc

Proposed Cancellation and Repayment to Preference Shareholders

The Board of A&J Mucklow Group Plc (the "Company") announces the Company's proposed cancellation and repayment of all of the 7 per cent. cumulative preference shares of GBP1.00 each in the capital of the Company (ISIN: GB0006091622) (the "Preference Shares").

Following the completion of LondonMetric's acquisition of the entire issued and to be issued ordinary share capital of the Company, the Board has undertaken a review to evaluate the extent to which maintaining the Preference Shares in issue as a class of listed securities of the Company remains appropriate. The Board no longer considers it appropriate to maintain the Preference Shares as a separate class of capital due to the administrative burden and costs associated with the Preference Shares and the maintenance of their listing on the standard listing segment of the Official List. As a result, the Board now recommends the proposal to cancel and repay the issued Preference Shares.

It is therefore proposed to carry out the Cancellation and Repayment by means of a Court approved reduction of share capital under the Companies Act. If so approved, the holders of Preference Shares will receive GBP1.60 for each Preference Share held which includes any dividends accrued from 1 July 2019 to the effective date of the Cancellation. The Repayment represents a premium of approximately:

-- 55 per cent. to GBP1.0325, being the volume weighted average price per Preference Share for published trades (totalling 17,000 Preference Shares) on the London Stock Exchange in the six-month period ended 12 August 2019 (being the latest practicable date before publication of this announcement); and

   --     60 per cent. to the par value per Preference Share of GBP1.00.

The Company will today post to its Shareholders a circular in connection with the Cancellation containing a notice convening a General Meeting at which a resolution to approve the Cancellation will be put to Shareholders and a notice convening a Class Meeting at which consent to the Cancellation will be sought from Preference Shareholders (the "Circular").

The Cancellation and Repayment are conditional on:

   --     the passing of the General Meeting Resolution to be proposed at the General Meeting; 
   --     the passing of the Class Meeting Resolution to be proposed at the Class Meeting; 
   --     the Cancellation being approved by the Court; and 
   --     the Court Order being registered by the Registrar of Companies.

The Board has been advised that LondonMetric will vote in favour of the General Meeting Resolution in respect of its holding of all of the Ordinary Shares, which represents approximately 98.9 per cent. of the entire issued share capital of the Company.

The Company has received irrevocable undertakings to vote in favour of the Class Meeting Resolution to be proposed at the Class Meeting, in respect of a total of 117,500 Preference Shares, representing approximately 17.4 per cent. of the issued Preference Shares of the Company. The Company has also received confirmation from those holding on behalf of clients an aggregate of 280,003 Preference Shares, representing approximately 41.5 per cent. of the issued Preference Shares of the Company, that they will recommend to their clients to vote in favour of the Class Meeting Resolution to be proposed at the Class Meeting.

It is anticipated that the initial directions hearing in relation to the Cancellation will take place on 13 September 2019, with the Court hearing taking place on 24 September 2019 and the Cancellation becoming effective on that day, following the necessary registration of the Court Order at Companies House.

Cancellation of the Preference Shares is expected to become effective on 24 September 2019. By no later than 8 a.m. on 25 September 2019, the Preference Shares will cease to be listed on the standard listing segment of the Official List.

Cheques and CREST payments pursuant to the Repayment are expected to be posted and made by 8 October 2019. All remittances will be sent to holders of Preference Shares (or in accordance with their directions) at their own risk.

Defined terms used but not defined in this announcement have the meanings set out in the Circular.

A copy of the Circular will be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/nsm. The Circular will also be available on the Company's website at www.mucklow.com.

 
 Enquiries 
                          +44 (0) 20 7484 
 A&J Mucklow Group Plc               9000 
 Martin McGann 
 
                          +44 (0) 20 7418 
 Peel Hunt LLP                       8900 
 Capel Irwin 
 Patrick King

Expected timetable of principal events

 
 Publication of the Circular                 13 August 2019 
 Latest time and date for lodging            10 a.m on 3 September 2019 
  Forms of Proxy for the General Meeting 
  (White Form of Proxy) or for submitting 
  proxy instructions in respect of 
  the General Meeting via the CREST 
  Proxy Voting Service 
 Latest time and date for lodging            10.15 a.m on 3 September 
  Forms of Proxy for the Class Meeting        2019 
  (Blue Form of Proxy) or for submitting 
  proxy instructions in respect of 
  the Class Meeting via the CREST Proxy 
  Voting Service 
 Voting record time for the General          10 p.m. on 3 September 
  Meeting and Class Meeting                   2019 
 General Meeting                             10 a.m. on 5 September 
                                              2019 
 Class Meeting                               whichever is the later 
                                              of 10.15 a.m. on Thursday 
                                              5 September 2019 and the 
                                              end of the General Meeting 
 Initial directions hearing                  13 September 2019* 
 Suspension of trading in the Preference     7.30 a.m. on 24 September 
  Shares                                      2019 
 Court hearing to confirm the Cancellation   24 September 2019* 
 Effective date of the Cancellation          24 September 2019* 
 Record date for Cancellation                10 p.m. on 24 September 
                                              2019 
 Cancellation of Preference Shares           by no later than 8 a.m. 
  from listing on the Official List           on 25 September 2019 
  and from trading on the Main Market 
 Expected date of CREST payments and         by 8 October 2019 
  despatch of cheques for the Repayment

* These dates are subject to change. Any change will be notified by announcement on a Regulatory Information Service.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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August 13, 2019 02:00 ET (06:00 GMT)

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