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Proposed Move from AIM to Official List

16th May 2011 13:35

RNS Number : 6676G
Cape plc
16 May 2011
 

 

16 May 2011

 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION TO BE CONTAINED IN THE PROSPECTUS PUBLISHED BY NEW CAPE REFERRED TO BELOW.

 

NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR TO A RESIDENT, NATIONAL OR CITIZEN OF THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

 

 

 

CAPE PLC ("Cape" or the "Company")

 

Publication of Prospectus in connection with proposed move from AIM to

the Premium Listing Segment of the Official List

 

 

Further to its announcement on 9 May 2011 and its circular to shareholders of the same date, Cape announces the publication of a prospectus in respect of the proposed admission to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities (together "Admission") of the ordinary shares ("New Cape Shares") of the Group's proposed new Jersey-incorporated parent company ("New Cape") and of the intended cancellation of the admission of the Company's existing ordinary shares to trading on AIM.

 

The new Group structure is being implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

 

The prospectus of New Cape relating to Admission (the "Prospectus") has been published today and is available for viewing on the Company's website at www.capeplc.com. The Prospectus will today be submitted to the National Storage Mechanism and will be available for inspection at the National Storage Mechanism's website at www.hemscott.com/nsm.do. A copy of the Prospectus will also be available for viewing at the London offices of Lawrence Graham LLP, 4 More London Riverside, London SE1 2AU and at the registered office of the Company at 9 The Square, Stockley Park, Uxbridge, Middlesex, UB11 1FW during normal business hours on any day (Saturdays, Sundays and public holidays excepted) until the close of business on the date on which the Scheme becomes effective (or until 30 September 2011 if the Scheme is not implemented).

 

In addition, pursuant to Rule 41 of the AIM Rules for Companies, the Company hereby gives notice of the intended cancellation of admission of the Company's issued ordinary shares to trading on AIM ("AIM Trading Cancellation"). It is expected that Admission of the New Cape Shares will take place simultaneously with the AIM Trading Cancellation, and will become effective at 8.00 a.m. on 17 June 2011, subject to, inter alia, approval of the Scheme by the Company's shareholders at a Court-convened meeting and a General meeting (both convened for 25 May 2011) and sanction by the High Court.

 

 

ENQUIRIES:

Cape plc

Martin K May, Chief Executive +44 (0)20 3178 5498

Richard Bingham, Chief Financial Officer

M:Communications

Patrick d'Ancona +44 (0)20 7920 2347

Ben Simons +44 (0)20 7920 2340

Numis Securities Limited +44 (0)20 7260 1000

(Sponsor in relation to the admission of New Cape, Financial Adviser in relation to the Scheme and Joint Corporate Broker)

John Harrison, Managing Director, Corporate Finance

James Serjeant, Director, Corporate Broking

JP Morgan Cazenove +44 (0)20 7588 2828

(Joint Corporate Broker)

Laurence Hollingworth

Patrick Magee

 

 

 

NEW CAPE SHARES HAVE NEITHER BEEN MARKETED TO, NOR ARE AVAILABLE FOR PURCHASE OR EXCHANGE, IN WHOLE OR IN PART, BY THE PUBLIC IN THE UNITED KINGDOM OR ELSEWHERE IN CONNECTION WITH THE INTRODUCTION OF THE NEW CAPE SHARES TO THE OFFICIAL LIST. 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.

 

This announcement does not constitute a prospectus relating to New Cape and does not constitute, or form part of, any offer or invitation to sell or issue, or a solicitation of an offer to purchase or subscribe for, the New Cape Shares in any jurisdiction. The New Cape Shares have not been and will not be registered under the U.S. Securities Act 1993, as amended (the "Securities Act"). The New Cape Shares may not be offered or sold in the United States or to U.S. purchasers absent registration under the Securities Act or pursuant to an exemption therefrom or in a transaction not subject to the registration requirements of the Securities Act. The New Cape Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC") or any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable laws of Australia, Canada or Japan. Neither the SEC nor any regulatory authority of any state or other jurisdiction of the United States has passed upon the accuracy or adequacy of the information in this announcement. Any representation to the contrary is a criminal offence in the United States.

 

The relevant clearances have not been, and will not be, obtained from the Securities Commission of any province or territory of Canada; no prospectus in relation to Admission has been, or will be, lodged with, or registered by The Australian Securities and Investments Commission; and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to Admission. Accordingly, subject to certain exceptions, the New Cape Shares may not, directly or indirectly, be offered or sold within Canada, Australia or Japan or offered or sold to a resident of Canada, Australia or Japan.

 

Numis Securities Limited ("Numis") is acting as sponsor to New Cape in relation to Admission and is also acting as financial adviser to Cape in relation to the Scheme. Numis, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Cape and New Cape and no-one else in connection with the matters referred to herein and will not regard any other person as its client in relation thereto, and will not be responsible to anyone other than Cape and New Cape for providing the protections afforded to its clients or for providing advice in relation to the matters referred to herein.

 

This announcement has been prepared by and is the sole responsibility of Cape. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Each of Cape and Numis and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise this announcement whether as a result of new information, future developments or otherwise. The information in this announcement is subject to change.

 

Neither Numis nor any of its directors, officers, employees, advisers or agents, accept any responsibility or liability whatsoever and make no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement (whether written, oral or in a visual or electronic form, and howsoever transmitted or made available) made or purported to be made by any of them, or on behalf of them, in connection with Cape, New Cape (including their respective subsidiaries and associated companies) or the matters referred to herein and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Numis accordingly disclaims to the fullest extent permitted by law all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which any of them might otherwise have in respect of this announcement. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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