Open Offer and Notice of General Meeting

RNS Number : 1429I

Sutton Harbour Holdings PLC

22 November 2018

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT.

22 November 2018

SUTTON HARBOUR HOLDINGS PLC

("Sutton Harbour" or "the Company")

Open Offer of up to 10,344,951 Open Offer Shares
at 29 pence per share to raise approximately £3.0 million

Notice of General Meeting

Sutton Harbour Holdings plc (AIM:SUH), is pleased to announce that it will today post a circular to qualifying shareholders regarding an Open Offer of up to 10,344,951 New Ordinary Shares at 29 pence ("Issue Price") to raise up to approximately £3.0 million (before expenses) conditional on the passing of the Resolutions at the General Meeting. The Issue Price represents a premium of 1.8 per cent to the closing price on 21 November 2018, being the latest practical date prior to the announcement of the Open Offer, and a 3.7 per cent discount to the 90-day volume weighted average price (VWAP).

Qualifying Shareholders will have a Basic Entitlement of 77 Open Offer Share for every 786 Existing Ordinary Shares held and will also have the opportunity to apply for additional shares through the Excess Application Facility.

The General Meeting will be held at 10 a.m. on 10 December 2018 at the offices of the Company's solicitors, Michelmores LLP, 6 New Street Square, London EC4A 3BF.

The Company will be, today, posting a circular to shareholders containing details of the Open Offer and the notice of the General Meeting. Capitalised terms in this announcement are as defined in that Circular.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2018
Record Date for entitlement to participate in the Open Offer	6:00 p.m. on 20 November
Announcement of the Open Offer	22 November
Dispatch of this document, the Form of Proxy and, to certain Qualifying Non-CREST Shareholders, the Application Form	22 November
Ex-Entitlement Date for the Open Offer	8:00 a.m. on 22 November
Basic Entitlements and Excess Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders	As soon as practicable after 8:00 a.m. 23 November
Recommended latest time and date for requesting withdrawal of Basic Entitlements and Excess Entitlements from CREST	4:30 p.m. on 30 November
Latest time for depositing Basic Entitlements and Excess Entitlements into CREST	3:00 p.m. on 3 December
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)	3:00 p.m. on 4 December
Latest time and date for return of Forms of Proxy	10.00 a.m. on 6 December
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)	11:00 a.m. on 6 December
Record date for the General Meeting	6.00 p.m. on 6 December
Time and date of General Meeting	10.00 a.m. on 10 December
Results of General Meeting and Open Offer announced through RNS	10 December
Admission of and dealings in Open Offer Shares expected to commence on AIM	8:00 a.m. on 11 December
Open Offer Shares in uncertificated form expected to be credited to accounts in CREST (uncertificated holders only)	11 December
Expected date of despatch of definitive share certificates for the Open Offer Shares in certificated form (certificated holders only)	Within 10 Business Days of Admission

Notes:

1   The ability to participate in the Open Offer is subject to certain restrictions relating to Qualifying Shareholders with registered addresses or located or resident in countries outside the UK (particularly the Excluded Overseas Shareholders), details of which are set out in paragraph 6 of Part II of the Circular. Subject to certain exceptions, Application Forms will not be despatched to, and Open Offer Entitlements will not be credited to the stock accounts in CREST of, Shareholders with registered addresses in any of the Restricted Jurisdictions.

2   Each of the times and dates set out in the above timetable and mentioned in the Circular is subject to change by the Company (with the agreement of Arden), in which event details of the new times and dates will be notified to the London Stock Exchange and the Company will make an appropriate announcement to a Regulatory Information Service.

3   References to times in this document are to London times unless otherwise stated.

4   Different deadlines and procedures for applications may apply in certain cases. For example, if you hold your Ordinary Shares through a CREST member or other nominee, that person may set an earlier date for application and payment than the dates noted above.

5   If you require assistance please contact Computershare on 0370 707 1326. The helpline is open between 8:30 a.m. - 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

--Ends--

For further information:

Sutton Harbour Holdings plc	01752 204 186
Philip Beinhaker, Executive Chairman
Arden Partners plc (Nominated Adviser)	0207 614 5900
Paul Shackleton Benjamin Cryer Maria Gomez de Olea

Publication of this Announcement and availability of hard copies

A copy of this Announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Sutton Harbour's website at www.suttonharbourholdings.co.uk by no later than 12 noon on the Business Day following the date of this Announcement.

Neither the content of Sutton Harbour's websites nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this Announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this Announcement.

 

END

 

 

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