TIDMNSH
RNS Number : 7878Q
Norish PLC
29 October 2021
The information contained within this announcement was
previously deemed by the Company to constitute inside information
as stipulated by Market Abuse Regulation (EU) No 596/2014 ("EU
MAR") and the retained UK law version of EU MAR pursuant to the
Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/310)
("UK MAR"). With the publication of this announcement via a
Regulatory Information Service, this information is now considered
to be in the public domain.
29 October 2021
Norish plc ("the Company" or "Norish")
Proposed Capital Reorganisation and Return of Capital
Proposed Change of Name and Amendment of Constitution
Notice of Extraordinary General Meeting
On 30 September 2021, the Company announced that it had entered
into a conditional agreement to sell the Company's Cold Store Group
to Nichirei Holding Holland B.V, a wholly-owned subsidiary of
Nichirei Logistics Group Inc. for a consideration of GBP65.706
million ("the Disposal"). Following the settlement of Group
indebtedness and the operation of a completion accounts mechanism
in the Sale and Purchase Agreement, this will result in a
consideration receivable by the Company of approximately GBP57.3
million.
As this results in a fundamental change of business of the
Company for the purposes of Rule 15 of the AIM Rules, the Disposal
was conditional on the passing by shareholders of a resolution
consenting to it. At an extraordinary general meeting held on 20
October 2021 the requisite resolution was duly passed and the
completion of the Disposal was announced earlier today, 29 October
2021.
The Disposal has presented an opportunity for the Company to
realise substantial cash proceeds and for Shareholders to
participate in that cash realisation. The Disposal is in line with
the Board's broader objective of generating value for Shareholders
and returning capital to Shareholders.
In light of the receipt of this capital sum, the Company now
proposes to facilitate a capital payment (the "Capital Return
Payment") to Shareholders of:
GBP1.66 per Ordinary Share held at 6:00 p.m. on Friday 19
November 2021
("the Capital Return Record Date")
In order to facilitate this return of capital, a number of
shareholder resolutions must be passed and for this purpose a
circular ("the Circular") is being despatched to Shareholders today
including a Notice of extraordinary general meeting ("the EGM") to
be held at 9:00 a.m. on 22 November 2021.
Following the passing of the Resolutions proposed at the EGM,
the par value of the Company's Ordinary Shares will have reduced
from 25 euro cents to 2.5 euro cents and they will continue to be
admitted to AIM.
- Up to and including the Capital Return Record Date, a
purchaser of Ordinary Shares will have a market claim for the
Capital Return Amount in respect of those Shares.
- From and including 23 November 2021 ("the Ex-Date"), a
purchaser of Ordinary Shares will not have a market claim for the
Capital Return Amount.
Therefore, unless the counterparties specifically agree
otherwise, a buyer of the Company's Ordinary Shares ahead of the
Ex-Date will assume the benefit to the Capital Return Payment and
the seller would need to pass the benefit to the buyer, even if the
seller is the recorded owner at the Record Date.
Kieran Mahon, Group Managing Director, will be leaving the
Company on 31 December 2021 to pursue other business interests.
Executive Chairman Ted O'Neill commented:
"I would like to express my sincere thanks to Kieran for his
dedication to the Group's businesses during his term of office and
wish him well in his new ventures."
In light of the exit of the Company from the cold store
business, your Board has decided to change the Company's name to
Roebuck Food Group plc and to change the principal objects clause
of the Company's memorandum of association to better reflect the
future development and businesses of the Company, as well as
amending and updating its constitution generally.
The Directors consider that the current trading of the
Continuing Group is in line with expectations and remain confident
of the Continuing Group's prospects for the current financial year.
Following the return of capital, the discharge of restructuring
costs and the payment of transaction fees and expenses the Company
will have approximately GBP3 million in net cash and debt of GBP2.3
million which will be used to invest in the Group's existing
product sourcing and dairy divisions. Going forward, the Directors
do not envisage the payment of dividends before 2024
The resolutions proposed to be passed at the EGM are set out in
full and are explained in the Circular and, in summary will effect
the following:
- a capital reorganisation whereby the existing Ordinary Shares
of par value 25 euro cent and subdivided into Ordinary Shares of
par value 2.5 euro cent and a redeemable share which is redeemed at
GBP1.66 per Ordinary Share;
- the change of name;
- the amendment of the Company's memorandum and articles of association;
- the replacement of the authorities to allot relevant
securities and to issue equity securities for cash approved at the
Company's 2021 annual general meeting, but reflecting the new par
value of the Ordinary Shares;
- a cancellation of undistributable reserves so as to remove the
impediment to payment of dividends that those reserves might pose
when dividends come to be paid.
The key dates are these:
Despatch of the Circular Friday 29 October 2021
Latest time and date for receipt 9:00 a.m. on Saturday 20 November
of Proxy Forms for the Extraordinary 2021
General Meeting
----------------------------------
Record time and date for voting 6:00 p.m. on Saturday 20 November
at the Extraordinary General 2021
Meeting [NOTE]
(the "EGM Record Date")
----------------------------------
Extraordinary General Meeting 9:00 a.m. on Monday 22 November
2021
----------------------------------
Record time and date for entitlement 6:00 p.m. on Monday 22 November
to Capital Return Payment 2021
(the "Capital Return Record
Date")
----------------------------------
Ex-Date for Capital Return Tuesday 23 November 2021
(the "Ex-Date")
Dealings in Ordinary Shares
with reduced par value commence
----------------------------------
Date of payment of Capital No later than 6 December 2021
Return Payment and despatch
of new certificates for Ordinary
Shares with reduced par value
----------------------------------
NOTE: As the EGM Record Date falls on a weekend date, for
practical purposes the EGM Record Date is close of business on
Friday 19 November 2021
The Circular will be available at
https://www.norish.com/investor-relations/agm-egm-docs-links
and
https://www.norishinvestors.com/agm-egm-docs-links
The Directors of the Company accept responsibility for the
contents of this announcement.
* * * * * *
Enquiries:
Norish
Aidan Hughes, Finance Director Telephone: + 44 1293 862 498
Davy (Nomad)
Anthony Farrell Telephone: + 353 1 679 6363
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END
NOGFELFIUEFSEES
(END) Dow Jones Newswires
October 29, 2021 11:25 ET (15:25 GMT)
Roebuck Food (LSE:NSH)
過去 株価チャート
から 4 2024 まで 5 2024
Roebuck Food (LSE:NSH)
過去 株価チャート
から 5 2023 まで 5 2024
