Aurora Russia Limited Review of Costs and Share Buyback (9863I)
2015年3月31日 - 6:51PM
RNSを含む英国規制内ニュース (英語)
TIDMAURR
RNS Number : 9863I
Aurora Russia Limited
31 March 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND, JAPAN OR ANY JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL.
31 March 2015
Aurora Russia Limited (the "Company")
Review of Costs and Share Buyback
Review of Costs
The Board stated at the time of the announcement of the sale of
Superstroy that it would be reviewing the cost base of the Company.
This review has now been completed and as a result the total annual
running costs of the Company for the year commencing 1 April 2015
will be budgeted at GBP380,000, a decrease of 42% on a
like-for-like basis on the costs expected to have been incurred in
the year ending 31 March 2015. Included in these savings is a 43%
reduction in the fees payable to the Company's directors (the
"Directors") to GBP105,000 in aggregate.
The Directors recognise that this fee reduction is necessary
given the fact that the Company holds only one residual investment,
but believe that the self-managed nature of the Company means that
it is appropriate, in consideration for the reduction in their
fees, to establish an incentive arrangement for the Directors.
Following a consultation with certain major Shareholders,
arrangements have therefore been entered into between the Company
and the Directors, whereby:
-- The Directors are incentivised to maximise distributions to the Company's shareholders (the "Shareholders") over a period of twelve months.
-- The incentive fee payable to the Directors will scale up
relative to the value of any such distributions made subsequent to
the date of this announcement, subject to reductions to the extent
that the realisation period extends beyond six months.
-- The Directors will receive a net reduction in fees until
distributions to the Shareholders exceed approximately GBP5.3
million.
-- Under the Company's articles, the aggregate Directors'
remuneration is limited to GBP300,000 in any financial year. The
aggregate Directors' remuneration would exceed this threshold if
distributions to Shareholders exceed approximately GBP7.6 million,
in which event the payment of such excess will be subject to
Shareholders' approval.
The Company has also entered into a new incentive arrangement
with Nicholas Henderson-Stewart (the Company's investment advisor,
the "Advisor") under which the Advisor will receive an additional
incentive fee based on distributions to Shareholders made
subsequent to the date of this announcement. The percentage of the
distributions to Shareholders payable to the Advisor will vary
according to the value and timing of such distributions, with no
payment being due until distributions exceed approximately GBP5.3
million and the payment being capped at 4% of such
distributions.
The incentive arrangements entered into between the Company and
the Directors represent a related party transaction under the AIM
Rules. In the circumstances where each of the Directors is party to
these incentive arrangements, Numis Securities Limited ("Numis") as
the Company's nominated adviser has confirmed that it considers
that the terms of the transaction are fair and reasonable insofar
as Shareholders are concerned.
Share Buyback
The Company announces that it intends on 10 April 2015 to use
its existing authority to buy back for cancellation, at a price of
10p each, up to 6,687,208 ordinary shares of 1p each in the capital
of the Company (the "Shares") (the "Buyback").
Qualified Investors (as defined in section 86(7) of the
Financial Services and Markets Act 2000 (as amended)) are invited
to apply to participate in the Buyback by contacting Numis on the
contact details below, as soon as possible and no later than 4pm on
9 April 2015:
Numis Securities Limited
Corporate: Nathan Brown / Hugh Jonathan +44 (0) 20 7260
1426/1263
Sales: James Glass / Katherine Miller, tel. + 44 (0) 20 7260
1369/1380
It is intended that Shareholders will be able to participate in
the Buyback pro rata to their current holding of Shares, and
therefore requests to participate may be subject to scaling back.
The decision to buy back Shares from any Qualified Investor shall
be at the absolute discretion of the Company and Numis.
The Buyback is subject to the requirement of the AGM resolution
that any buyback be made at a price not more than 5% above the
average market price of the shares for the five business days
preceding the date of repurchase. If the 10p price stated above
does not meet this requirement, the Buyback will be executed at the
price representing 105% of the average market price of the shares
for the five business days preceding the date of repurchase.
The Company intends to seek a renewal of its share buyback
authority in due course and the Company may, at the absolute
discretion of the Company's directors, make further returns of
capital to Shareholders through further Share buybacks or
otherwise.
The Company will make a further announcement in due course.
For further information please contact:
Gilbert Chalk, Chairman
Tel. +44 (0) 7768 527973
Numis Securities Limited
Nominated Adviser: Hugh Jonathan +44 (0) 20 7260 1263
Corporate Broking: Nathan Brown +44 (0) 20 7260 1426
Important Information
Numis Securities Limited is acting only for the Company in
connection with the matters described in this announcement and is
not acting for or advising any other person, or treating any other
person as its client, in relation thereto and will not be
responsible for providing the regulatory protection afforded to
clients of Numis Securities Limited or advice to any other person
in relation to the matters contained herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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