Migration Ord Shares from AIM to Official List

RNS Number : 3366O

Utilico Emerging Markets Limited

15 September 2011

 



For immediate release on 15 September 2011

Not for publication, distribution or release directly or indirectly into the United States of America, Australia, Canada, the republic of South Africa or Japan.

Utilico Emerging Markets Limited

Migration of Ordinary Shares from AIM to the Official List

Further to the Company's announcement on 18 August 2011 of its intention to seek a premium listing of its Ordinary Shares on the Official List of the UK Listing Authority and to apply for admission to trading of such shares on the London Stock Exchange plc's main market for listed securities, the Board has today published a prospectus containing details of these proposals. The text of the Chairman's letter extracted from the prospectus is set out below.

Introduction

I am writing to you to explain our proposals that the Company seek a premium listing of its Ordinary Shares on the Official List of the UK Listing Authority and admission to trading on the London Stock Exchange plc's main market for listed securities. The Migration is conditional on the passing of Resolutions 1 and 2 to be proposed at the Special General Meeting of the Company to be held on 4 October 2011, as well as the admission of the Ordinary Shares to a premium listing on the Official List and to trading on the Main Market.

In addition, we propose that the Company's continuation vote which in accordance with the existing Bye-laws is required to be put to Shareholders at next year's annual general meeting be brought forward to the Special General Meeting, and that if this continuation vote is passed, Shareholders next be given the opportunity to vote on the continuation of the Company at the annual general meeting to be held in 2016 and every five years thereafter.

The above proposals will involve the adoption of New Bye-laws.

Finally, the Special General Meeting will also consider the disapplication of the pre-emption rights to be contained in the New Bye-laws so as to allow the Company to allot up to 21,552,879 Ordinary Shares (equivalent to approximately 10 per cent. of the Company's current issued share capital) without such rights applying.

The purpose of this document is to provide you with details and to explain the benefits of the Migration and to set out the reasons why the Directors are recommending that you vote in favour of the Resolutions at the Special General Meeting.

The Migration and its potential benefits

Since its launch in July 2005, the Company's Ordinary Shares have been admitted to trading on AIM and the BSX. However, the Directors consider that a move to the Main Market will provide a number of potential advantages, including:

·     increasing the liquidity in the Ordinary Shares;

·     enhancing the Company's profile amongst the financial and investment community;

·     widening the pool of potential investors in the Company;

·     subject to further conditions, eligibility for inclusion in the FTSE All-Share Index; and

·     providing a more appropriate platform on which the Company can trade given its market capitalisation.

The Company is therefore proposing the Migration, under which the listing of the Ordinary Shares on AIM and the BSX will be cancelled and admission of the Ordinary Shares to a premium listing on the Official List and to trading on the Main Market will be sought. The listing of the Company's Ordinary Shares on the Channel Islands Stock Exchange was cancelled earlier this year on 15 July 2011.

All overseas companies that apply for a premium listing on the Official List must incorporate pre-emption rights equivalent to those imposed by the UK Companies Act 2006 in their constitutional documents unless such rights are contained in the law of the applicant's jurisdiction of incorporation. As a Bermuda company, the Company is not currently subject to pre-emption rights and must therefore adopt the New Bye-laws, which include such rights prior to Admission. The Company also proposes to incorporate certain takeover protections in the New Bye-laws, although these will not provide the same degree of protection afforded by the City Code. This requires a resolution of the Company's shareholders to be passed and the Migration is therefore conditional on the passing of Resolution 2 at the SGM, and also on the passing of Resolution 1 relating to the continuation of the Company as presently constituted (as referred to below).

Further details of the SGM and the relevant voting procedure are set out below. The New Bye-laws will also contain a number of miscellaneous changes that bring them up to date with best practice, the Bermuda Companies Act, and the requirements of the UK Listing Authority.

Assuming the Resolutions are passed, it is expected that Admission will become effective and that dealings in the Ordinary Shares on the Main Market will commence on 14 October 2011.

Cancellation of the Company's listing on the Bermuda Stock Exchange

As the Main Market, unlike AIM, is a recognised stock exchange for the purposes of the Ordinary Shares qualifying for inclusion in ISAs in the UK, it is proposed that the Company will delist from the BSX. Notice to cancel the listing will be given immediately following the passing of the Resolutions and it is expected that the delisting from the Bermuda Stock Exchange would become effective on or around 15 November 2011.

Continuation Vote

In accordance with the Company's existing Bye-laws, the Company is required to put a resolution to Shareholders at the annual general meeting to be held in 2012 that the Company continue as presently constituted.

The Board believes that it is appropriate to bring forward the continuation vote to the Special General Meeting which is being convened to approve the Migration. Accordingly Resolution 1 as set out in the Notice of the SGM proposes that the Company continue as presently constituted. Admission is conditional on Resolution 1 being passed. If Resolution 1 is not passed, the Migration will not proceed and in accordance with the Company's existing Bye-laws, the Board will formulate proposals to be put to Shareholders to windup, reorganise or reconstruct the Company.

If Resolution 1 is passed, it is proposed that Shareholders will be given the opportunity to vote on the continuation of the Company at the annual general meeting to be held in 2016 and at every fifth annual general meeting thereafter and provisions to this effect are included in the New Bye-laws.

Taxation

The attention of Shareholders is drawn to the summary of Bermuda and UK tax matters set out in Part 7 of this document.

Costs and expenses

The Company's expenses in connection with the Migration are estimated to amount to approximately £500,000 (inclusive of VAT).

Risk factors

The attention of Shareholders and prospective investors is drawn to the Risk Factors set out on pages 7 to 12 of this document.

Special General Meeting

The Migration is conditional, inter alia, on the passing of Resolutions 1 and 2 by the requisite majorities. Set out at the end of this document is the notice convening the Special General Meeting which has been convened for 10.00 a.m. (Bermuda time) on 4 October 2011.

The resolutions which will be proposed at the Special General Meeting are as follows:

Resolution 1 - Continuation vote

This resolution will approve the continuation of the Company as presently constituted. This resolution will require the approval of a simple majority of the votes cast in respect of it.

Resolution 2 - Adoption of New Bye-laws

This resolution will redesignate all of the Company's authorised but unissued C Shares, Subscription Shares and S Shares as Ordinary Shares and will adopt the New Bye-laws. The New Bye-laws will include pre-emption rights and the new continuation vote provisions described above, certain provisions of the City Code to allow for the Company's eligibility for inclusion in the FTSE All-Share Index, as well as incorporating certain other changes to reflect current best practice, the Bermuda Companies Act, and the requirements of the UK Listing Authority. In addition, Bye-law 3.3 relating to the C Shares previously issued by the Company and Bye-law 3.4 relating to the Subscription Shares and S Shares previously issued by the Company, none of which are outstanding, have not been reproduced in the New Bye-laws.

The New Bye-laws will be on display at the registered office of the Company and at the offices of Norton Rose LLP from the date of this document 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.

Resolution 2, which proposes the adoption of the New Bye-laws, will require the approval of a simple majority of the votes cast in respect of it.

Resolution 3 - Disapplication of pre-emption rights

Following the adoption of the New Bye-laws, the Company will not be able to allot Ordinary Shares for cash without offering them to existing Shareholders first in proportion to their shareholdings. Resolution 3, which is conditional on the passing of Resolution 2, will grant the Company authority to dis-apply these pre-emption rights in respect of up to 21,552,879 Ordinary Shares (equivalent to approximately 10 per cent. of the Company's issued share capital). This will allow the Company flexibility to issue further Ordinary Shares for cash without conducting a rights issue or other pre-emptive offer. Resolution 3 will require the approval of a 75 per cent. majority of votes cast in respect of it. New Ordinary Shares will not be issued pursuant to this authority at less than the prevailing Net Asset Value per Ordinary Share at the date of issue.

The Board is recommending that Shareholders vote in favour of all the Resolutions.

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 notice convening the Special General Meeting is set out on pages 91 and 92 of this document.

Action to be taken

Shareholders who hold their Ordinary Shares in certificated form will find enclosed with this document 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 Company's Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, not less than 48 hours before the time appointed for the holding the Special General Meeting.

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 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 Depositary, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by not later than 2.00 p.m. (London time) (10.00 a.m. Bermuda time) on 30 September 2011.

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 believes that the Migration and the passing of all the Resolutions are in the best interests of the Company and its Shareholders as a whole. The Board has received financial advice from Westhouse Securities and, in giving that advice, Westhouse Securities has placed reliance on the Board's commercial assessments. Accordingly, the Board unanimously recommends that Shareholders vote in favour of all the Resolutions to be proposed at the Special General Meeting.

Each of the Directors intends to vote in favour of all the Resolutions in respect of his own personal beneficial holdings of Ordinary Shares which amount in aggregate to 1,770,697 Ordinary Shares (representing approximately 0.82 per cent. of the issued share capital of the Company as at the date of this document).

Yours faithfully,

Alexander Zagoreos

(Chairman)

Expected timetable of principal events

	2011
Latest time and date for receipt of Forms of Instruction from holders of Depositary Interests	2.00 p.m. on 30 September
Latest time and date for receipt of Forms of Proxy	2.00 p.m. on 2 October
Special General Meeting	10.00 a.m. (Bermuda time) on 4 October
Admission and commencement of unconditional dealings in the Ordinary Shares	8.00 a.m. on 14 October
Delisting from AIM	8.00 a.m. on 14 October
Delisting from the Bermuda Stock Exchange	15 November

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

Terms used and not defined in this announcement bear the meaning given to them in the Prospectus dated 15 September 2011.

A copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do and on the Company's website in accordance with AIM Rule 26: www.uem.bm

Copies of the Prospectus are available from the offices of Norton Rose LLP, 3 More London Riverside, London SE1 2AQ.

For further information please contact:

ICM Analysis & Research Ltd

Charles Jillings

01372 271486

Westhouse Securities Limited

Alastair Moreton

Hannah Young

0207 601 6118

IMPORTANT NOTICE

This announcement is an advertisement and does not constitute a prospectus.

The Company is not offering any securities in connection with the Admission. This announcement shall not constitute an offer to sell or solicitation of an offer to buy any securities. 

This announcement and any materials distributed in connection with this announcement are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or national of, or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation.  Any person into whose possession this announcement or any such materials come should inform themselves about and observe any relevant legal restrictions.  Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

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