AIM Cancellation

Circle Property PLC

17 May 2023

 

17 May 2023

Circle Property plc

("Circle", the "Company" or the "Group")

Cancellation of admission of Ordinary Shares to trading on AIM

Further to the announcement dated 24 February 2023 and the passing of the resolutions at the Extraordinary General Meeting held on 22 March 2023, Circle Property plc (AIM: CRC), announces that in accordance with Rule 41 of the AIM Rules, the last day of dealings of the Company's Ordinary Shares on AIM will be 31 May 2023. Cancellation of the admission of the Ordinary Shares to trading on AIM will become effective following the issue of a Dealing Notice at 7.00 a.m. on 1 June 2023 ("Cancellation").

The Company has completed two returns of capital via B share issues to shareholders totalling approximately £62.23 million (213 pence per Ordinary Share), comprising approximately £46.16 million (158 pence per Ordinary Share) in March 2023 and approximately £16.07 million (55 pence per Ordinary Share) in April 2023.

As announced on 24 February 2023, it was the Board's intention to have sold the Company's final remaining asset, 300 Pavilion Drive, Northampton, prior to Cancellation occurring, in order for the disposal proceeds to be returned to shareholders by way of a return of capital whilst the Company was admitted to trading on AIM. However, the Board stated at that time that it would keep this under review noting the costs associated with maintaining a quotation on AIM. On 4 May 2023, the Company announced the exchange and completion of the disposal of its final remaining asset, 300 Pavilion Drive, Northampton for £2.85 million.

Maintaining the Company's admission to trading on AIM requires significant management time, legal and regulatory obligations and comes with material financial costs (such as professional fees, London Stock Exchange fees and other costs associated with being an AIM-traded company) that the Directors believe are disproportionate to the benefits to the Company.

The Company's cash position as at the date of this announcement is £3.2 million. In order to minimise ongoing costs, the Board is proceeding with the Cancellation and confirms that a modest final return of capital (expected to be no more than £1.1 million (4 pence per Ordinary Share)) will be made to shareholders following Cancellation. It is expected that the final return of capital by way of a B share issue will be made in September 2023, subject to the timing of receipt of an HMRC VAT refund and after accounting for the Group's termination costs including, inter alia, final completion audits, the contracted incentive payments totalling £1.2 million to be paid to the Executives (as detailed and defined in the announcement dated 17 March 2023) and additional employee termination costs.

As soon as possible following the Cancellation and the final return of capital, it is the Board's intention to liquidate the Group solvently and therefore no matched bargain facility will be implemented and there will be no formal market for shareholders to effect transactions in the Ordinary Shares following Cancellation. The principal effects of the Cancellation were detailed in the Company's announcement dated 24 February 2023.

Shareholders should be aware that when the Cancellation takes effect, they will at that time cease to hold shares in a quoted company and will become shareholders in an unquoted company which will be likely significantly to reduce the marketability and liquidity of the Ordinary Shares and the principal effects referred to above will automatically apply to the Company from the date of the Cancellation.

The expected timetable of principal events in relation to the Cancellation is as follows:

Notice provided to the London Stock Exchange to notify it of the proposed Cancellation	24 February 2023
Expected last day of dealings in Ordinary Shares on AIM	31 May 2023
Expected time and date of Cancellation	7.00 a.m. on 1 June 2023
Notes: Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

Enquiries:

Circle Property Plc	[phone]
John Arnold, CEO Edward Olins, COO
Cenkos Securities plc	[phone]
Katy Birkin George Lawson Radnor Capital Joshua Cryer Iain Daly	[phone]
Camarco	[phone]
Ginny Pulbrook Rosie Driscoll

 

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