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Promethean PLC (PTH)

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Thursday 19 September, 2013

Promethean PLC

Suspension of Trading on AIM

RNS Number : 3633O
Promethean PLC
19 September 2013

19 September 2013

Promethean PLC ("Promethean" or the "Company")


Update in relation to T.I.S. Group


Suspension of Trading on AIM


The board of directors ("Board") of Promethean announces that it is in discussions with the board of T.I.S. Group ("TIS") and the board of the Protected Asset TEP Fund plc ("PATF") in relation to the establishment of an AIM listed multi-strategy investment company utilising the existing Promethean business. The board of PATF has today sent a consultation paper update (the "Update") to holders of participating non voting redeemable preference shares of £0.001 each in PATF ("PATF Participating Shares") ("PATF Participating Shareholders").


The Update outlines plans for the transformation of Promethean into a multi-strategy investment company (the "MSC").


It is intended that this will be achieved through a number of inter-conditional steps including:


·      The acquisition by Promethean of the minority interests in TIS that Promethean does not already own, making TIS a wholly owned subsidiary of Promethean (the "Acquisition");

·      Promethean making an offer (the "Offer") to PATF Participating Shareholders whereby PATF Participating Shareholders who accept the offer ("Accepting PATF Shareholders") will receive new shares in the transformed Promethean ("New Shares") in exchange for their PATF Participating Shares. Promethean at the same time will acquire the right, as a new shareholder in PATF, to request PATF to redeem the relevant PATF Participating Shares received under the Offer and to receive as redemption proceeds a representative portfolio of the traded endowment policies ("TEPs") held by PATF; and

·      The transformed Promethean being admitted to trading on AIM following a change of name. 

The number of New Shares that will be issued to Accepting PATF Shareholders will be calculated based on the relative independent valuations of Promethean and the PATF Participating Shares of those PATF Participating Shareholders who have accepted the Offer, as agreed between the board of directors of each company.


Further information in relation to the Acquisition and the Offer (together the "Transaction") is expected to be included in more detail in a circular to be sent to Promethean shareholders.


The Board believes that the Transaction offers the best solution in respect of the Company's final investment asset.  However, should the Transaction not proceed the Board intends to put the option to shareholders of delisting the Company and either continuing to manage the Company's stake in TIS on a reduced cost basis or distributing the Company's shares in TIS in specie to shareholders.


As previously announced, the Company's investment management agreement with Promethean Investments LLP (the "Manager") expired on 30 June 2013, the Manager having previously agreed to forego its management fee for 2013. Since 30 June 2013 the Manager has continued to assist the Board in relation to the Company's stake in TIS for no fee. The Company and the Manager have agreed the announcement of this proposed transaction is an appropriate time to end the Manager's assistance to the Company and allow Promethean Investments LLP to pursue its fundraising.  However, should the Transaction not proceed, the Company will investigate and discuss with shareholders low cost options for the continued management of the Company's TIS stake.


While there can be no certainty that the Transaction will proceed, should it do so it will constitute a reverse takeover under Rule 14 of the AIM Rules for Companies and will be conditional upon, inter alia, Promethean entering in to final acquisition documentation with the minority holders of TIS, a sufficient number of PATF Participating Shareholders taking up the Offer, the publication of an admission document and the approval of Promethean shareholders at a general meeting.  Accordingly, trading in the Company's shares is being temporarily suspended until such time as it publishes an admission document for the enlarged group.





Stuart Gledhill

Jeff Keating

Laura Littley

S. P. Angel Corporate Finance LLP:        +44 (0)20 3463 2260



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