Publication of Prospectus Subscription shares

RNS Number : 0057Y

Utilico Emerging Markets Limited

03 September 2015

 



For immediate release on 3 September 2015

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, SOUTH AFRICA, ANY EEA STATE (OTHER THAN THE UK) OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE OR ACQUIRE ANY TRANSFERABLE SECURITIES (AS DEFINED IN SCHEDULE 11A OF THE FINANCIAL SERVICES AND MARKETS ACT 2000), NOR SHALL IT FORM THE BASIS OF ANY CONTRACT FOR THE SALE OF ANY INTEREST IN A TRANSFERABLE SECURITY OR A SOLICITATION, INDUCEMENT, ADVICE OR RECOMMENDATION TO EFFECT ANY TRANSACTION OF ANY KIND WHATSOEVER. POTENTIAL INVESTORS SHOULD READ THE RELEVANT PROSPECTUS (WHICH HAS BEEN PUBLISHED FOLLOWING APPROVAL BY THE UK LISTING AUTHORITY) CAREFULLY BEFORE ANY INVESTMENT DECISION IS MADE.

Utilico Emerging Markets Limited

Publication of Prospectus in respect of proposed Bonus Issue of up to 42,648,758 Subscription Shares

Utilico Emerging Markets (the 'Company') has today published a prospectus (the 'Prospectus') which has been approved by the UK Listing Authority setting out details of the proposed bonus issue and convening a special general meeting to consider resolutions to give effect, inter alia, thereto.

The text of the Chairman's letter extracted from the Prospectus which contains details of the bonus issue is set out below.

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar. co.uk/uk/NSM and on the Company's website www.uem.bm

Terms used and not defined in this announcement bear the meaning given to them in the Prospectus.

Chairman's Letter

"To holders of Ordinary Shares and Depositary Interests

INTRODUCTION

The Board announced today a bonus issue of Subscription Shares to Existing Ordinary Shareholders. Implementation of the Bonus Issue requires amendments to the Bye-laws to provide for the rights of the Subscription Shares. The Bonus Issue is therefore conditional on the passing of the Resolutions to be proposed at the Special General Meeting of the Company to be held at Vineyard Hotel, Colinton Road, Newlands 7700, Cape Town, South Africa on Tuesday 22 September 2015 at 9.05 a.m. (local time).The Bonus Issue is also conditional on the admission of the Subscription Shares to the standard segment of the Official List and to trading on the Main Market of the London Stock Exchange.

The purpose of this Prospectus is to provide you with details and to explain the benefits of the Bonus Issue and to set out the reasons why the Directors are recommending that you vote in favour of the Resolutions.

THE BONUS ISSUE

The Company is proposing to issue Subscription Shares to Qualifying Shareholders on the basis of one Subscription Share for every five Existing Ordinary Shares, subject to the passing of the Resolutions set out in the Notice of Special General Meeting. The Subscription Shares will be issued by way of a bonus issue to Qualifying Shareholders and will be listed on the standard segment of the Official List and tradable on the Main Market of the London Stock Exchange. The ISIN of the Subscription Shares is BMG931071374 and the ticker is UEMS. Up to 42,648,758 Subscription Shares will be issued pursuant to the Bonus Issue and their par value of 0.005 pence per share (being £2,132.44 in aggregate if 42,648,758 Subscription Shares are issued) will be paid up in full out of the Company's share premium account.

Qualifying Shareholders' entitlements will be assessed against the Register on the Record Date, being 22 September 2015. Fractions of Subscription Shares will not be allotted or issued and entitlements will be rounded down to the nearest whole number of Subscription Shares.

THE SUBSCRIPTION SHARE RIGHTS

Each Subscription Share will confer the right (but not the obligation) to subscribe for one Ordinary Share on exercise of the Subscription Shares Rights and on payment of the Subscription Price. The Subscription Share Rights may be exercised on the last business day of each of February 2016, August 2016, February 2017, August 2017 and February 2018, following which they will lapse. Subscription Shareholders will be sent a reminder of their Subscription Share Rights in advance of these dates. The Ordinary Shares arising on exercise of the Subscription Share Rights will be allotted within ten Business Days of the relevant exercise date. To be exercised, a notice of exercise must be received by Computershare no later than 5.00 p.m. on the Business Day before the relevant Subscription Date. Subscription Shares will rank equally with each other and will not carry the right to receive any dividends from the Company or to attend and/or vote at general meetings of the Company (although the Subscription Shareholders have the right to vote in certain circumstances where a variation of the Subscription Share Rights is proposed). However, Ordinary Shares arising on the exercise of the Subscription Share Rights will rank pari passu with the Ordinary Shares currently in issue.

The full terms of the Subscription Shares are set out in Part 6 of this Prospectus.

SUBSCRIPTION PRICE

The Subscription Price will be equal to the unaudited published NAV per Ordinary Share as at 5.00 p.m. on 22 September 2015, plus a one per cent. premium to such NAV per Ordinary Share, rounded up to the nearest whole pence. The NAV for the purposes of calculating the Subscription Price will be the unaudited value of the Company's assets calculated in accordance with the Company's accounting policies (including revenue items for the current financial year) less all prior charges and other creditors at their par value (including the costs of the Bonus Issue). Prior charges include all loans and overdrafts that are to be used for investment purposes.

The New Bye-laws will provide that the Subscription Price is subject to adjustment upon the occurrence of certain corporate events affecting the Company before the Final Subscription Date in February 2018. The relevant corporate events include consolidations or sub-divisions of share capital, pre-emptive offers of securities to Ordinary Shareholders, takeover offers and the liquidation of the Company. Such adjustments serve to protect either the intrinsic value or the time value of the Subscription Shares, or both.

The percentage premium applying on exercise and the resulting Subscription Price reflect the Board's confidence in the Company's medium to long-term prospects and its hope that Qualifying Shareholders will be able to exercise their Subscription Share Rights and acquire Ordinary Shares on favourable terms in the future.

It is expected that an announcement setting out the Subscription Price will be made on 23 September 2015.

BENEFITS OF AND REASONS FOR THE BONUS ISSUE

The Directors believe that the Bonus Issue is an attractive way of increasing the funds available to the Company to take advantage of investment opportunities in accordance with its investment policy and thereby assist in the growth of the Company's investment portfolio. The Directors also consider that the Bonus Issue will have the following advantages:

·     the Subscription Shares are expected to represent an attractive way for investors to participate in any future NAV growth of the Company through conversion into Ordinary Shares at a predetermined price;

·     Qualifying Shareholders will receive securities which may be traded in a similar fashion to their existing Ordinary Shares;

·     Qualifying Shareholders will receive securities which are qualifying investments for the purposes of a stocks and shares ISA and permitted investments for the purposes of a SIPP;

·     the ongoing charges per Ordinary Share are expected to fall on the exercise of the Subscription Share Rights as the capital base of the Company will increase and the Company's fixed costs will be spread across a larger number of Ordinary Shares;

·     liquidity in the market for the Ordinary Shares may improve on exercise of the Subscription Share Rights as the number of Ordinary Shares in issue will increase; and

·     the Bonus Issue may broaden the Company's shareholder base as the Subscription Shares are bought and sold in the market, attracting new investors and improving liquidity for Shareholders.

IMPLEMENTATION OF THE BONUS ISSUE

The implementation of the Bonus Issue will require Shareholders to approve the Resolutions which are to be proposed at the Special General Meeting, as set out below under the heading "Special General Meeting". If passed, the Resolutions will:

a)    increase the Company's authorised share capital from £135,001,000 to £135,005,000 by the creation of 80 million shares of par value of 0.005 pence each, and that such shares be designated as Subscription Shares, having the rights and being subject to the restrictions set out in the New Bye-laws proposed to be adopted by the Company;

b)    approve the adoption of the New Bye-laws containing the Subscription Share Rights;

c)    disapply the pre-emption rights contained in the Bye-laws in relation to the issue of up to 42,648,758 Subscription Shares and the allotment of the Ordinary Shares pursuant to the exercise of the Subscription Share Rights;

d)    authorise the consolidation, sub-division or redemption of any share capital in connection with the exercise of the Subscription Share Rights so as to enable conversion of the Subscription Shares into Ordinary Shares in accordance with the Subscription Share Rights; and

e)    authorise the purchase by the Company of Subscription Shares representing up to 14.99 per cent. of the Company's issued Subscription Shares immediately following Admission (subject to certain conditions), as more fully described under the heading "Authority to Repurchase Shares" below.

AUTHORITY TO REPURCHASE SHARES

In order to allow the Company to repurchase Subscription Shares, the Company is seeking authority at the Special General Meeting to buy back up to 14.99 per cent. of the issued Subscription Shares immediately following Admission. This authority to purchase Subscription Shares is contained within Resolution 4. This is in addition to the authority being sought at the 2015 Annual General Meeting to make market purchases of Ordinary Shares representing (subject to certain conditions) up to 14.99 per cent. of the Company's then issued ordinary share capital.

Repurchases of Ordinary Shares and Subscription Shares will be made through the market at the discretion of the Board, and will only be made when market conditions are considered by the Board to be appropriate and in accordance with the Listing Rules. Purchases through the market will not exceed the higher of: (i) 5 per cent. above the average of the middle market quotations (as derived from the Official List) for the five consecutive dealing days ending on the dealing day immediately preceding the date on which the purchase is made; and (ii) the higher of the price quoted for: (a) the last independent trade of; or (b) the highest current independent bid for, any number of Ordinary Shares or Subscription Shares, as applicable, on the trading venue where the purchase is carried out. In addition, repurchases of Ordinary Shares will only be made in the market at prices below the prevailing NAV per Ordinary Share. Ordinary Shares repurchased might not be cancelled but rather held as treasury shares and may be subsequently re-issued. Any Subscription Shares repurchased will be cancelled and will not be held in treasury for re-issue or resale.

It is anticipated that authorisation for repurchases of both Ordinary Shares and Subscription Shares will be sought at the annual general meeting in 2016 and beyond.

ADOPTION OF NEW BYE-LAWS

If the Resolutions are approved, the New Bye-laws will be adopted. The New Bye-laws will set out the Subscription Share Rights.

In addition, in order to comply with technical guidance issued by the UK Listing Authority since the Company's migration to the premium segment of the Official List and to trading on the main market of the London Stock Exchange, the New Bye-laws will not include the existing provisions relating to the transfer of Shares which give the Board discretion to refuse to register a transfer of Shares: (a) where the holding of such Shares may result in regulatory, pecuniary, legal, taxation or material administrative disadvantage for the Company or the Shareholders as a whole; or (b) in favour of any person who, by virtue of his holding, may in the opinion of the Directors give rise to a breach of any applicable law or requirement in any jurisdiction or may cause or be likely to cause the Company, the Shareholders or the Joint Portfolio Managers some legal, pecuniary or material disadvantage or cause or be likely to cause the assets of the Company to be considered "plan assets" within the meaning of the regulations adopted under the US Employee Retirement Income Security Act of 1974, as amended (ERISA), or which holding would or might result in the Company or the Joint Portfolio Managers being required to register or qualify under the US Investment Companies Act of 1940, as amended or other US law. The Board also currently has the discretion to require the compulsory transfer of Shares in the circumstances described in (b) above. Instead of these existing provisions, under the New Bye-laws, the Board may decline to transfer, convert or register a transfer of Shares, or may require the transfer of any Shares, which are owned or appear to be owned by a Non-Qualified Holder.

Except as described above, the New Bye-laws will not otherwise vary from the Existing Bye-laws. The New Bye-laws will be on display at the registered office of the Company and at the offices of Norton Rose Fulbright LLP from the date of this Prospectus until the end of the Special General Meeting and at the Special General Meeting itself for the duration of the meeting and for at least 15 minutes prior to the meeting.

ADMISSION AND DEALINGS

Applications will be made to the UK Listing Authority for the Subscription Shares to be admitted to the standard segment of the Official List and to the London Stock Exchange for such shares to be admitted to trading on its Main Market. It is expected that Admission will occur, and that dealings will commence, on 24 September 2015. On Admission, the Subscription Shares will confer rights to subscribe for new Ordinary Shares representing, in aggregate, up to 20 per cent. of the then issued ordinary share capital of the Company.

The Subscription Shares will be in registered form and may be held either in certificated form or as Depositary Interests in uncertificated form and settled through CREST. CREST is a computerised paperless settlements system, which allows securities to be transferred via electronic means, without the need for a written instrument of transfer. Foreign securities cannot be held or traded in the CREST system. To enable investors to settle their Subscription Shares through CREST, the DI Depositary will hold the relevant Subscription Shares and will issue dematerialised Depositary Interests representing the underlying Subscription Shares to the relevant Qualifying Shareholders. Dealings in the Subscription Shares in advance of the crediting of the relevant Depositary Interests acquired shall be at the risk of the person concerned.

The DI Depositary will hold the Subscription Shares on trust for the respective underlying Subscription Shareholders. This trust relationship is documented in a deed executed by the DI Depositary. The Depositary Interests are independent English securities and are held on a register maintained by the Registrars. The Depositary Interests have the same security code as the Subscription Shares that they represent and do not require a separate admission to the London Stock Exchange.

Shareholders wishing to settle Subscription Shares through CREST can transfer their holding to the DI Depositary, which will then issue Depositary Interests representing the relevant transferred Subscription Shares. The Depositary Interest holder will not hold a certificate evidencing the underlying Subscription Share. Depositary Interests are issued on a one-for-one basis against the relevant Subscription Shares that they represent for all purposes. Any payments received by the DI Depositary will be passed on to each Depositary Interest holder noted on the Depositary Interest register as the beneficial owner of the relevant Subscription Shares.

Participation in CREST is voluntary and Shareholders who wish to hold the Subscription Shares outside of CREST will be entered on the Register of Members and issued with a share certificate evidencing ownership.

Application will be made by the DI Depositary for Depositary Interests representing the Subscription Shares to be admitted to CREST on Admission. Investors should be aware that Subscription Shares delivered in certificated form are likely to incur, on an ongoing basis, higher dealing costs than those Subscription Shares held through CREST. Subscription Shares initially issued in certificated form may subsequently be exchanged for Depositary Interests, which can be deposited into CREST in accordance with the procedure described above. Certificates in respect of Subscription Shares held in certificated form are expected to be despatched in the week commencing 28 September 2015 or as soon as practicable thereafter.

Temporary documents of title will not be issued pending the delivery of Subscription Shares to the persons entitled thereto. The Ordinary Shares resulting from the exercise of the Subscription Share Rights will rank pari passu with the Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the relevant Ordinary Shares).

COSTS OF THE BONUS ISSUE

The Company's fixed expenses in connection with the Bonus Issue are estimated to amount to approximately £300,000 (inclusive of VAT). These expenses will be borne by the Company and will be taken into account in the Company's NAV with effect from the date of this Prospectus.

RESTRICTED SHAREHOLDERS

The issue of Subscription Shares to persons who have a registered or mailing address in Restricted Territories may be affected by the law or regulatory requirements of the relevant jurisdiction. The Subscription Shares are not being issued to Restricted Shareholders. The Board will allot any Subscription Shares due to Restricted Shareholders to a market maker who will sell such Subscription Shares promptly at the best price obtainable. The proceeds of sale will be paid to the Restricted Shareholders entitled to them save that entitlements of less than £5.00 per Restricted Shareholder will be retained by the Company for its own account.

Notwithstanding any other provision of this Prospectus, the Company reserves the right to permit any Shareholder to receive Subscription Shares under the Bonus Issue if the Company, in its sole and absolute discretion, is satisfied at any time prior to the Special General Meeting that the transaction in question is exempt from, or not subject to the legislation or regulations giving rise to the restrictions in question.

Restricted Shareholders who believe that they are entitled to take up Subscription Shares under the Bonus Issue should contact Computershare as soon as possible to discuss the matter. The telephone number for Computershare is [phone].

Any Shareholder who is in any doubt as to his position should consult an appropriate independent professional adviser without delay.

TAXATION

The attention of Shareholders is drawn to the summary of United Kingdom tax matters set out in Part 7 of this Prospectus. Shareholders should note that Subscription Shares are qualifying investments for the purposes of an ISA and will constitute permitted investments for the purposes of a SIPP. The exercise of Subscription Share Rights may affect the annual subscription limit available for further investment into an ISA in the relevant year. Any Shareholders who are in any doubt about their tax position or who may be subject to tax in a jurisdiction other than the United Kingdom should consult their professional adviser.

NET PROCEEDS FROM THE SUBSCRIPTION SHARES

Although there can be no certainty as to whether any or all of the Subscription Share Rights will be exercised, if the Bonus Issue proceeds and all of the Subscription Share Rights are exercised, the net proceeds that could arise on such exercise would be approximately £76.3 million, based on a NAV of 177.08 pence on 31 August 2015 (being the latest practicable date prior to the publication of this Prospectus) and assuming 42,648,758 Subscription Shares are issued pursuant to the Bonus Issue. It should be noted, however, that the Subscription Price will be calculated as at the Record Date, not as at 31 August 2015, and therefore the above figures are for illustrative purposes only.

DILUTION

The allotment and issuance of the Subscription Shares will mean that the equivalent of 20 per cent. of the Company's issued ordinary share capital will be under option immediately following the Bonus Issue. On each occasion that the Subscription Share Rights are exercised, this will dilute the shareholding of any Ordinary Shareholders who do not exercise a corresponding proportion of the Subscription Share Rights or who have sold their Subscription Shares. However, if a Qualifying Shareholder continues to hold the Subscription Shares issued to him pursuant to the Bonus Issue and exercises his Subscription Share Rights before their expiry, that Qualifying Shareholder's resulting percentage interest in the ordinary share capital of the Company will not ultimately be reduced below his percentage interest in the ordinary share capital of the Company immediately prior to the Bonus Issue. If, as is likely, the NAV per Ordinary Share at the time of exercise of the Subscription Share Rights exceeds the applicable Subscription Price, the issue of the Ordinary Shares upon such exercise will also have a dilutive effect on the NAV per Ordinary Share. The extent of such dilution will depend on the number of Subscription Shares which are converted on each occasion and the difference between the Subscription Price and the NAV per Ordinary Share prevailing at the time the new Ordinary Shares are issued pursuant to the exercise of the Subscription Share Rights.

SPECIAL GENERAL MEETING

The Bonus Issue is conditional on, amongst other things, the approval by Shareholders of all the Resolutions to be proposed at a Special General Meeting of the Company which has been convened for 9.05 a.m. (local time in South Africa) on 22 September 2015 (or, if later, as soon as practicable following the conclusion of the 2015 Annual General Meeting convened for the same day). If passed, the Resolutions will allow the Company to implement the Bonus Issue, including the adoption of the New Bye-laws.

The Resolutions that will be put to Shareholders at the Special General Meeting are:

·     Resolution 1 to increase the Company's authorised share capital from £135,001,000 to £135,005,000 by the creation of 80 million shares of par value of 0.005 pence each, and such shares to be designated as Subscription Shares, having the rights and being subject to the restrictions set out in the New Bye-laws proposed to be adopted by the Company;

·     Resolution 2 to approve the adoption of the New Bye-laws containing the rights attaching to the Subscription Shares and the new provisions relating to the restrictions on transfer of Shares (as described under the heading "Adoption of New Bye-Laws" in this Part 1) in substitution for, and to the exclusion of, the Existing Bye-Laws;

·     Resolution 3 to authorise the consolidation, sub-division or redemption of any share capital in connection with the exercise of the Subscription Share Rights so as to enable conversion of the Subscription Shares into Ordinary Shares in accordance with the Subscription Share Rights;

·     Resolution 4 to authorise the purchase by the Company of Subscription Shares representing up to 14.99 per cent. of the Company's issued Subscription Shares immediately following Admission; and

·     Resolution 5 to disapply the pre-emption rights contained in the Bye-laws in relation to the issue of the Subscription Shares and the allotment of the Ordinary Shares pursuant to the exercise of the Subscription Share Rights.

Each of Resolutions 1 to 4 will require the approval of a simple majority of the votes cast in favour of it. Resolution 5 will require the approval of a 75 per cent. majority of the votes cast in respect of it.

The Board is recommending Shareholders to vote in favour of all the Resolutions to be proposed at the Special General Meeting.

All Shareholders are entitled to attend and vote at the Special General Meeting. In accordance with the Bye-laws, all Shareholders present in person (or being a corporation, by representative) or by proxy shall upon a show of hands have one vote and upon a poll shall have one vote in respect of every Ordinary Share held. In order to ensure that a quorum is present at the Special General Meeting, it is necessary for at least two Shareholders entitled to vote to be present, whether in person or by proxy (or, if a corporation, by a representative).

The formal notice convening the Special General Meeting is set out at the end of this Prospectus.

ACTION TO BE TAKEN

Shareholders who hold their Ordinary Shares in certificated form will find enclosed with this Prospectus a Form of Proxy for use in relation to the Special General Meeting. Shareholders who hold their Ordinary Shares in certificated form are urged to complete and return the Form of Proxy so as to be received by the Registrars, Computershare Investor Services (Bermuda) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, not later than 4.00 p.m. (BST) on 18 September 2015.

Shareholders who hold their Ordinary Shares through Depositary Interests in uncertificated form will find enclosed a Form of Instruction for use at the Special General Meeting to instruct the DI Depositary how to vote on their behalf. Shareholders who hold their Ordinary Shares through Depositary Interests in uncertificated form are urged to complete and return the Form of Instruction so as to be received by the Company's DI Depositary, Computershare Investor Services PLC, at The Registrar of the Depositary Interests, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by not later than 4.00 p.m. (BST) on 17 September 2015. For Depositary Interest holders to give an instruction via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 4.00 p.m. (BST) on 17 September 2015. For this purpose, the time receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid an appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Submitting a Form of Proxy will not preclude a Shareholder from attending the Special General Meeting and voting in person should they so wish.

RECOMMENDATION

The Board considers that the Bonus Issue and the passing of the Resolutions are in the best interests of the Company and its Shareholders as a whole. Accordingly the Board unanimously recommends Shareholders to vote in favour of the Resolutions to be proposed at the Special General Meeting.

The Directors intend to vote in favour of all the Resolutions in respect of their own personal beneficial holdings of Ordinary Shares which amount to 1,350,709 Ordinary Shares in aggregate (representing approximately 0.63 per cent. of the issued ordinary share capital of the Company, excluding treasury shares, as at 1 September 2015).

Yours faithfully

Alexander Zagoreos
(Chairman)"

Expected Timetable

	2015
Latest time and date for receipt of Forms of Instruction from holders of Depositary Interests	4.00 p.m. on 17 September
Latest time and date for receipt of Forms of Proxy	4.00 p.m. on 18 September
Special General Meeting to approve the Bonus Issue and adopt the New Bye-laws	9.05 a.m. (local time) on 22 September*
Record Date for the Bonus Issue	5.00 p.m. on 22 September
Announcement of the Subscription Price	23 September
Admission of the Subscription Shares to the standard segment of the Official List and dealings in the Subscription Shares commence	8.00 a.m. on 24 September
Subscription Shares in uncertificated form credited to CREST accounts	24 September
Share certificates despatched in respect of Subscription Shares in certificated form	Week commencing 28 September
	2016
First date on which Subscription Share Rights can be exercised	29 February
	2018
Final date on which Subscription Share Rights can be exercised	28 February

* The SGM will be held at Vineyard Hotel, Colinton Road, Newlands 7700, Cape Town, South Africa on Tuesday, 22 September 2015 at 9.05 a.m. (local time) (or, if later, as soon as practicable following conclusion of the 2015 Annual General Meeting).

Notes:

The times and dates set out in the Expected Timetable above and mentioned throughout this document (save for the time and date of the Special General Meeting) may be adjusted by the Company, in which event details of the new times and dates will be notified, as required, to the UK Listing Authority and the London Stock Exchange, and, where appropriate, to Shareholders.

Unless otherwise stated, all references to times in this document are to London time.

For further information please contact:

ICM Limited Charles Jillings	01372 271486
Westhouse Securities Limited Alastair Moreton Rose Ramsden	0207 601 6118

 

END

 

 

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