Posting of Circular re Tuffnells Disposal

RNS Number : 7824J

Connect Group PLC

15 April 2020

 

15 April 2020

Connect Group PLC

(the "Group" or the "Company")

Circular and Notice of General Meeting in relation to the Proposed Sale of Tuffnells

Connect Group PLC announces that, further to the Company's earlier announcement today in relation to the proposed sale of Tuffnells, a shareholder circular relating to the transaction (the "Circular") has now been approved by the Financial Conduct Authority and will be posted to the Company's shareholders later today. The Circular contains further details on the proposed transaction, the Notice of General Meeting and Form of Proxy.

Availability of the Circular

A copy of the Circular will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, the Circular will be available for inspection on the Company's website (www.connectgroupplc.com) and may, subject to COVID-19 restrictions and guidance followed by the Company, be physically inspected at the offices of the Company at Rowan House, Cherry Orchard North, Kembrey Park, Swindon, SN2 8UH during usual business hours on any weekday (excluding Saturdays, Sundays and public holidays) from the date of this document up to and including the date of the General Meeting and for the duration of the General Meeting.

General Meeting

A General Meeting has been convened for 10.00 a.m. on Friday 1 May 2020 at Rowan House, Cherry Orchard North, Kembrey Park, Swindon, SN2 8UH to consider and, if thought fit, pass an ordinary resolution to approve the proposed transaction.

Shareholders who wish to vote are strongly encouraged to submit their votes by proxy as soon as possible and, in any event, by no later than 10.00 a.m. on Wednesday 29 April 2020.

In light of the Government's directive limiting gatherings to no more than two persons, it has become necessary to restrict physical participation at the General Meeting in line with our Articles of Association and current guidance and legislation. The General Meeting will be kept as concise and efficient as possible and physical attendance will be limited to the minimum number of persons to ensure the meeting is quorate and to conduct the business of the meeting. Shareholders will still be able to ask questions by email ahead of the meeting and may have limited participation at the meeting itself through an ability to listen to proceedings via a (mute only) conference telephone facility.

Further information in relation to shareholder participation in the meeting is contained within the Circular.

However, the Company also acknowledges the FCA's Statement of Policy published on 8 April 2020 in which the FCA has temporarily modified the Listing Rules to address the challenges of holding general meetings during the COVID-19 pandemic. Pursuant to these modifications to the Listing Rules, the FCA may grant the Company a dispensation from holding the General Meeting if, prior to the date of the General Meeting, the Company obtains written undertakings from shareholders holding more than 50% of the Company's issued share capital confirming that they approve of the proposed transaction and would vote in favour of the Resolution at the General Meeting, if that meeting were to be held.

If the Company obtains undertakings from shareholders holding more than 50% of the Company's issued share capital prior to the date of the General Meeting such that the FCA grants the Company a dispensation from holding the General Meeting, the Company will make a regulatory announcement of this fact, in which it will be confirmed that the Company will not proceed with the General Meeting and the proposed transaction would proceed to Completion shortly after the date of that announcement.

The definitions referenced in this announcement have the same meaning as given in the Circular published today, unless otherwise stated.

Enquiries and further information  

Connect Group PLC	Via Buchanan
Jonathan Bunting, Interim Chief Executive Officer
Tony Grace, Chief Financial Officer
Berenberg (Sponsor, Financial Adviser and Corporate Broker to the Company)	[phone]
Chris Bowman / Toby Flaux
Buchanan (PR Adviser to the Company)	[phone]
Richard Oldworth / Jamie Hooper

Important information relating to financial advisers

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") which is authorised and regulated by the German Federal Financial Supervisory Authority and subject to limited regulation in the United Kingdom by the FCA, is acting solely as sponsor, financial adviser and corporate broker to the Company and for no one else in relation to the proposed transaction, and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Berenberg or for providing advice in relation to the proposed transaction, the contents of this document or any other matters described in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed upon Berenberg by FSMA or the regulatory regime established thereunder, Berenberg does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this announcement, including as to its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the proposed transaction, and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Berenberg accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

Cautionary statement

This announcement does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any of the same, for any security.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons who are not resident in the United Kingdom should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Forward-looking statements

Certain statements contained in this announcement, constitute or may be deemed to be ''forward looking statements''. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''projects'', ''would'', ''aims'', ''plans'', ''predicts'', ''prepares'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company or the Group or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Company or the Group will operate in the future. These forward-looking statements speak only as at the date of this announcement.

 

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