Cancellation of admission to trading on AIM

RA International Group PLC

06 February 2025

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR

6 February 2025

RA INTERNATIONAL GROUP PLC

("RA International", "RA" or the "Company")

Proposed cancellation of admission to trading on AIM 

RA International Group PLC (AIM: RAI), a leading specialist in delivering complex and integrated remote site services to organisations globally, announces that it will today be posting a Circular to Shareholders, along with accompanying Notice of General Meeting and Form of Proxy, to vote on the proposed cancellation of the Company from trading on AIM.

Extracts from the circular are copied out below, including the expected timetable of principal events and definitions. Shareholders are strongly encouraged to read the circular in full, which will be available on the Company's website.

Extract commences below

1.   Introduction

As announced today, the Directors have, after a period of review, concluded that it is in the best interests of the Company and its Shareholders to seek Shareholder approval for Cancellation of the admission of the Ordinary Shares to trading on AIM.

The Company is seeking Shareholders' approval for the Cancellation at the General Meeting, which has been convened for 3.00 p.m. on 28 February 2025 at the offices of Dorsey & Whitney (Europe) LLP at 199 Bishopsgate, London, EC2M 3UT. If the Authorising Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7.00 a.m. on 11 March 2025.

The Authorising Resolution is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of Shareholders holding not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting, Notice of which is set out in Part III of this Document.

2.   Current trading and market overview

Trading conditions remained challenging throughout 2024, with significant contract mobilization delays affecting performance. Our second-half performance aligned with our mid-year forecasts, while leadership changes in both the UK and USA governments created additional pressures on sector budgets and spending - a trend we anticipate will continue into 2025.

For the year ended 2024 and based on unaudited management accounts, we expect to report a  marginal year on year revenue increase compared with 2023. Despite this, a (pre exceptionals) loss is projected at Operating and EBITDA level primarily as a result of delayed contract commencements and mobilisation issues, which have already adversely impacted our invoicing schedule.

To strengthen our financial position, we will be initiating several cost reduction measures in 2025, including the potential divestment and closure of certain subsidiaries, in particular those that are loss making. These actions aim to maintain operational efficiency, preserve cash, and sharpen our focus on strategic contracts and key client relationships.

Negotiations are currently ongoing with a third party purchaser in respect of the potential disposal of a loss making subsidiary of the Company and the Company has had some initial discussions in respect of the disposal of certain other subsidiaries. Should these proceed on the currently envisaged terms the maximum cash inflow to the Company is estimated to be in the region of US$5 million. It is emphasised that there can be no certainty that these disposals will be concluded in the near term or at all.

However, any positive impact the potential divestments may have on the Company's cashflow and profitability is expected to be offset by the reduction in revenues and resulting margins from ongoing delays in mobilisation and decreased scope of a number of key contracts.

3.   Background and reasons for Cancellation

Background

This Circular sets out the background to and reasons for the Cancellation and provides information on the implications of the Cancellation for the Company and its Shareholders and an explanation as to why the Board believes the Cancellation to be in the best interests of the Company and of the Shareholders as a whole.

Reasons for Cancellation

The Directors have conducted a review of the advantages and disadvantages of Admission and have unanimously concluded that, for the Company's particular business model and shareholding base, there is not sufficient advantage in maintaining Admission. In reaching this unanimous conclusion the Directors have had particular regard to the following factors:

·      the regulatory burden and the resulting demands on management time and considerable costs associated with maintaining Admission are wholly disproportionate to the value which Admission offers to the Company and its Shareholders;

·      funds currently expended on regulatory compliance including those required to meet professional, legal, accounting, broker and nominated adviser costs and the fees of the London Stock Exchange, could be better utilised for the benefit of the Company;

·      the disclosure requirements under the AIM Rules and MAR hamper the Company in its dealings with its clients and potential clients and put it at a commercial disadvantage against its competitors.

In particular:

o  the Company is prohibited, under the terms of confidentiality agreements, from disclosing the identities of certain key clients of the Group and providing anything more than a generic description of the nature of its engagements. Whilst the Company is able to comply with the relevant disclosure requirements, it is unable to provide the levels of granularity which investors might typically expect; and

o  the public disclosures which are required to be made by the Company mean that the Group's peers have a significantly greater insight into its strategy, operational activities and future plans than the Group has into theirs, putting them at a commercial advantage over the Group;

·      Soraya Narfeldt and Lars Narfeldt together currently hold over 80 per cent. of the Ordinary Shares, which inevitably impacts the liquidity of the Ordinary Shares and represents a structural disadvantage to the body of third party investors in the Company by severely restricting their ability to trade in meaningful volumes or with the frequency that would ordinarily apply in a more active market. One inevitable consequence of this lack of liquidity is that small trades in Ordinary Shares can have a significant impact on the Company's share price; and

·      the Company does not foresee an immediate or medium term need to raise additional funds by utilising the equity capital markets and, even if it did so, the lack of liquidity in its shares would be likely to present a severe obstacle to the success of any equity fundraise.

4.   Procedure for Cancellation

Shareholder Approval Required

The Cancellation procedure is governed by the AIM Rules which specify (with limited exceptions) that Cancellation must be approved by not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at a general meeting. The Company is therefore seeking Shareholders' approval of the Cancellation at the General Meeting.

Timetable for Cancellation

The Company has notified the London Stock Exchange of the proposed Cancellation from trading on AIM as it is required to do under the AIM Rules not less than 20 clear Business Days' before the proposed Cancellation Date.

The Authorisation Resolution will be proposed at the General Meeting to be held on 28 February 2025 (or any adjournment thereof).

Cancellation will take effect five clear Business Days following the passing of the Authorising Resolution.

It is currently proposed that the last day of trading in Ordinary Shares on AIM will therefore be 10 March 2025 and that the Cancellation will take effect at 7.00 a.m. on 11 March 2025.

The Directors are mindful that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective. Such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective.

Following the Cancellation Date, a Secondary Market Trading Facility will be put in place to enable Shareholders to continue to trade their Ordinary Shares for a period of time as described in paragraph 6 of this Circular.

5.   Implications of Cancellation

Set out below is an overview of the principal effects of the Cancellation; however, this list is not exhaustive. Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

Following the Cancellation:

·      there will be no formal market mechanism enabling the Shareholders to trade Ordinary Shares;

·      the Ordinary Shares may be more difficult to sell compared to shares of companies traded on AIM (or any other recognised market or trading exchange);

·      the Ordinary Shares will remain freely transferable (subject to the provisions in the Company's articles of association) and a Secondary Market Trading Facility is intended to be set up through Asset Match for a period following Cancellation (see paragraph 7 below for further details). Notwithstanding this, it is likely that the liquidity and marketability of the Ordinary Shares will, in the future, be more constrained than at present and the secondary market value of such shares may be adversely affected as a consequence;

·      in the absence of a formal market quote, it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time;

·      the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply;

·      Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of certain events and the requirement that the Company seek shareholder approval for certain corporate actions, where applicable, including reverse takeovers and fundamental changes in the Company's business, including certain acquisitions and disposals;

·      the existing relationship agreement between the Company, the Nominated Adviser and executive directors Soraya Narfeldt and Lars Narfeldt (the "Relationship Agreement"), which limits the extent to which the executive directors are able to use their majority shareholding to influence the affairs of the Company and restricts them from acquiring further Ordinary Shares where such acquisition might trigger a requirement for a mandatory offer under the Takeover Code, will cease to apply;

·      the Company will no longer be obliged to produce and publish half-yearly reports and financial statements;

·      the Company will no longer be subject to UK MAR. UK MAR regulates the use and disclosure of inside information and, in particular, requires the disclosure of inside information to the market without delay (subject to limited exceptions);

·      the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules;

·      Shareholders will cease to be afforded the protection of the Takeover Code from the second anniversary of the Cancellation Date;

·      the Company will cease to have an independent nominated adviser and broker;

·      whilst the Company's CREST facility will remain in place following the Cancellation, the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they will cease to be transferable through CREST. In this instance, Shareholders who hold Ordinary Shares in CREST will receive share certificates;

·      stamp duty will be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer; and

·      the Cancellation may have taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

6.   Shareholders' Access of Information following Cancellation

Throughout the term of the Secondary Market Trading Facility, and for so long thereafter as the Directors shall in their discretion consider appropriate, the Company will:

·      continue to communicate selected information about the Company (including annual accounts) to its Shareholders as required by the Act; and

·      continue, for at least 12 months following the Cancellation, to maintain its website, www.ragrpplc.co.uk and to post updates (where deemed necessary or appropriate) on the Company's website from time to time. Shareholders should, however, be aware that there will be no obligation on the Company to include all of the information required under AIM Rule 26 or to update its website as required by the AIM Rules.

7.   Transactions in Ordinary Shares prior to and post the proposed Cancellation

Trading on AIM prior to Cancellation

If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so prior to the Cancellation becoming effective. If Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 10 March 2025. The Board is not making any recommendation as to whether or not Shareholders should buy or sell their Ordinary Shares.

Trading using the Secondary Market Trading Facility post Cancellation

The Directors are aware that the proposed Cancellation will make it more difficult for Shareholders to buy and sell Ordinary Shares should they wish to do so.

The Company has appointed Asset Match to facilitate trading in the Ordinary Shares following Cancellation, this being the Secondary Market Trading Facility. Asset Match, a firm authorised and regulated by the Financial Conduct Authority (FRN 579310), will operate an electronic off-market dealing facility for the Ordinary Shares. This facility will allow existing Shareholders and new investors to trade Ordinary Shares by matching buyers and sellers through periodic auctions. Investors can register their interest for further information on the Asset Match auction process by emailing [e-mail].

The Asset Match trading facility operates under its own code of practice which governs the behaviour of participants and the running of periodic auctions. Asset Match operates an open auction system where volumes of bids and offers at different prices are displayed on its website together with the closing date of the auction. At the end of each auction period Asset Match passes this information through a non-discretionary algorithm that determines a "market-derived" share price based on supply and demand and allocates transactions accordingly. Bids and offers may be made and withdrawn at any time before the closing date of each auction.

Shareholders will continue to be able to hold their shares in uncertificated form (i.e. in CREST) and should check with their existing stockbroker whether they are willing or able to trade in unquoted shares. Shareholders wishing to trade shares through Asset Match must do so through a stockbroker. A comprehensive list of stockbrokers who have signed up to access the Asset Match platform is available on request by emailing [e-mail].

Shareholders may contact Asset Match in relation to any queries regarding trading via the Secondary Market Trading Facility by emailing [e-mail].

The Secondary Market Trading Facility will operate for a minimum of twelve months after Cancellation. The Directors' current intention is that it will continue on this basis but Shareholders should note that the Secondary Market Trading Facility could be withdrawn or extended. Further details will be communicated to the Shareholders at the relevant time.

If Shareholders wish to buy or sell Ordinary Shares on AIM, they must do so prior to the Cancellation becoming effective. As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 10 March 2025 and that the effective time and date of the Cancellation will be 7.00 a.m. on 11 March 2025.

8.   Takeover Code

The Company is currently subject to the rules of the Takeover Code which provides certain protections to the shareholders of companies in connection with transactions which may lead to a change of control.

Following the expiry of the two-year period from the date of the Cancellation, or such other date on which the Takeover Code ceases to apply to the Company, the Company will no longer be subject to the provisions of the Takeover Code.  A summary of the protections afforded to Shareholders by the Takeover Code and which will be lost is set out in Part II of this Circular.

The attention of Shareholders is drawn in particular to Rule 9 of the Takeover Code.  That Rule provides that, when any person or group of persons acting in concert, individually or collectively, are interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of a company but do not hold shares carrying more than 50 per cent. of the voting rights of a company and such person(s) or any person(s) acting in concert with them acquires an interest in any other shares, which increases the percentage of the shares carrying voting rights in which that person is interested, then that person or group of persons is normally required by the Panel to make a general offer in cash to all shareholders of the company at the highest price paid by them for any interest in shares in that company during the previous 12 months. Rule 9 further provides that where any person, together with persons acting in concert with him, holds over 50 per cent. of the voting rights of a company to which the Takeover Code applies and acquires additional shares which carry voting rights, then that person will not generally be required to make a general offer to the other shareholders to acquire the balance of the shares not held by that person or his concert parties.

You are encouraged to read this information carefully as it outlines certain important protections which you will be giving up in the future if you agree to the Cancellation and the Company subsequently ceases to be subject to the Takeover Code in the future.

9.   The Board

Upon the Cancellation, Paul Jaques and I will tender our resignations from the Board of the Company.

10.  Notice of General Meeting

The General Meeting will be held at the offices of Dorsey & Whitney (Europe) LLP at 199 Bishopsgate, London, EC2M 3UT on 28 February 2025 at 3.00 p.m. (GMT) solely for the purposes of considering and, if thought fit, to pass the Authorising Resolution as a Special Resolution.

The formal notice of the General Meeting is set out on page 17 of this document.

If you would like to vote but cannot attend the General Meeting, then please complete the Form of Proxy sent to you with this notice and return it to the Registrar as soon as possible.  Alternatively, you may appoint a proxy electronically, if you hold your shares in CREST, through the CREST system. The Company's registrars must receive your proxy appointment by 3.00 p.m. on 26 February 2025.

The Authorising Resolution and the Relationship Agreement

Under the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of votes cast by Shareholders at a General Meeting of the Company. Accordingly, the Notice of General Meeting set out in Part III of this Document contains the required special resolution to approve the Cancellation.

Pursuant to clause 3.2.5 of the Relationship Agreement, the Independent Directors need to both agree to permit the executive directors Soraya Narfeldt and Lars Narfeldt to exercise their respective votes in favour of the Authorising Resolution. Such permission has been given, meaning that approximately 80 per cent. of votes eligible to be cast in favour of the Authorising Resolution are expected to be cast in favour, and as such, it is highly likely that the Authorising Resolution will be passed.

11.  Action to be taken by Shareholders

A Form of Proxy for the General Meeting is enclosed with this Document and you are requested to either:

·        complete the Form of Proxy and return it in accordance with the instructions printed on it so as to reach the Company's registrar no later than 3.00 p.m. on 26 February 2025;

·        vote electronically, by no later than 3.00 p.m. on 26 February 2025 by visiting www.sharevote.co.uk.  You will be asked to enter the Voting ID, Task ID and Shareholder Reference Number (SRN) shown on your Proxy card and agree to certain terms and conditions;

·        if you are a CREST member, you may appoint a proxy by using the service provided by Euroclear so as to be received no later than 3.00 p.m. on 26 February 2025; or

·          if you are an institutional investor, you may also be able to appoint a proxy electronically via the Proxymity platform - please go to www.proxymity.io so as to be received no later than 3.00 p.m. on 26 February 2025.

The completion and return of a Form of Proxy will not prevent you from attending the General Meeting in person and speaking and voting at that meeting if you wish to do so.

To be valid, an instrument appointing a proxy and any power of attorney or other authority under which the proxy instrument is signed (or a notarially certified copy thereof) must be deposited at the Company's registrars as the case may be by 3.00 p.m. on 26 February 2025.

12.  Independent Directors' Recommendation

For the reasons noted above, the Directors unanimously consider that the Authorising Resolution is in the best interests of the Company and, accordingly, the Independent Directors recommend that you vote in favour of the Authorising Resolution to be proposed at the General Meeting, as they intend to do in respect of their own beneficial holdings which amount to, in aggregate, 151,483 Ordinary Shares as at the date of this Document.

As noted above, the Independent Directors have permitted the executive directors Soraya Narfeldt and Lars Narfeldt to exercise their respective votes in favour of the Authorising Resolution, and accordingly as a result of such respective votes representing, in aggregate, approximately 80 per cent. of the votes eligible to be cast in favour of the Authorising Resolution, it is highly likely that the Authorising Resolution will be passed.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement published setting out the Cancellation timetable	6 February 2025
Publication and posting of this Circular	6 February 2025
Latest time and date for receipt of Forms of Proxy in respect of the General Meeting	3.00 p.m. on 26 February 2025
General Meeting	3.00 p.m. on 28 February 2025
Announcement of the results of the General Meeting	28 February 2025
Expected last day of dealings in Ordinary Shares on AIM	10 March 2025
Expected time and date of Cancellation	7.00 a.m. on 11 March 2025
Secondary Market Trading Facility for Ordinary Shares commences	11 March 2025

A Form of Proxy for use at the General Meeting accompanies this document and, to be valid, must be completed and returned to the Registrars at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA or via e-mail to [e-mail] as soon as possible, but in any event to be received not later than 3.00 p.m. on 26 February 2025 or 48 hours (excluding non-business days) before any adjourned meeting.

Notes:

(1)      All times shown in this document are London times unless otherwise stated.

(2)      The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or the dates given above change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service and/or the Company's website.

(3)      If the General Meeting is adjourned, the latest time and date for receipt of Forms of Proxy for the adjourned meeting will be notified to Shareholders by announcement through the regulatory news service of the London Stock Exchange plc.

DEFINITIONS

"Act"	means the Companies Act 2006 of the United Kingdom, as amended;
"Admission"	means the admission of the Ordinary Shares to trading on AIM;
"AIM"	means the market of that name operated by London Stock Exchange;
"AIM Rules"	means the AIM Rules for Companies published by the London Stock Exchange, as amended from time to time;
"Asset Match"	means Asset Match Limited;
"Authorising Resolution"	means the special resolution to be proposed at the General Meeting;
"Board" or the "Directors"	means the directors of the Company whose names are set out in this document under the heading "Directors and Advisers" above;
"Business Day"	means any day upon which the London Stock Exchange is open for business and any reference to Business Days shall be to clear Business Days;
"Cancellation"	means the proposed cancellation of Admission, subject to the passing of the Authorising Resolution and in accordance with the requirements of Rule 41 of the AIM Rules;
"Cancellation Date"	means the date on which Cancellation takes effect expected to be 7.00 a.m. on 11 March 2025;
"Circular"	means this document, containing information about the Cancellation and the General Meeting;
"Company"	means RA International Group PLC;
"Company Secretary"	means Elemental Company Secretary Limited;
"CREST"	means the relevant system (as defined in the CREST Regulations) for the paperless settlement of share transfers and the holding of shares in uncertificated form in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the CREST regulations);
"Disclosure Guidance and Transparency Rules"	means the Disclosure Guidance and Transparency Rules published by the Financial Conduct Authority, as amended from time to time;
"Form of Proxy" or "Proxy"	means the form of proxy for use by Shareholders in connection with the General Meeting which accompanies this document;
"General Meeting"	means the General Meeting of the Company to be held at the offices of Dorsey & Whitney (Europe) LLP at 199 Bishopsgate, London, EC2M 3UT on 28 February 2025 at 3.00 p.m., or any adjournment thereof, notice of which is set out in Part III of this document;
"Group"	means the Company and its subsidiaries;
"Independent Directors"	means Sangita Shah and Paul Jaques;
"London Stock Exchange"	means London Stock Exchange plc;
"MAR" or "UK MAR"	means the retained EU law version of the Market Abuse Regulation (596/2014) of the European Parliament and of the Council on market abuse (UK MAR), as applied in the UK pursuant to the European Union (Withdrawal) Act 2018 (as amended) and as supplemented by the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310);
"Nominated Advisor"	means Strand Hanson Limited;
"Notice"	means the notice convening the General Meeting, which is set out in Part III of this Document;
"Ordinary Shares"	means ordinary shares of 10 pence each in the capital of the Company;
"Panel"	means the Panel on Takeovers and Mergers;
"Regulatory Information Service"	has the meaning given to it in the AIM Rules;
"Registrars"	means Equiniti Limited;
"Registrar of Companies"	means the registrar of Companies for England and Wales;
"Secondary Market Trading Facility"	means the secondary market trading second trading facility provided by Asset Match to be operated by the Company with effect from the Cancellation Date;
"Shareholders"	means together the registered holders of Ordinary Shares (each individually a "Shareholder"); and
"UK"	means the United Kingdom of Great Britain and Northern Ireland.
A reference to a person includes an individual, body corporate, association or any undertaking (whether or not having a legal personality and irrespective of the jurisdiction in which it was incorporated or exists).

Extract ends

Enquiries:

RA International Group PLC Soraya Narfeldt, Chief Executive Officer Lars Narfeldt, Chief Operating Officer	Via Strand Hanson
Strand Hanson Limited (Nominated & Financial Adviser and Broker) Ritchie Balmer / James Spinney / David Asquith	[phone]

About RA International  

Celebrating 20 years of successful project deliveries across the Globe, RA International is a leading provider of services to remote locations. The Group offers its services through three channels: construction, integrated facilities management and supply chain, and services three main client groups: humanitarian and aid agencies, western Government organisations focusing on overseas projects and commercial entities. It has a strong customer base, largely comprising UN agencies, UK and US government departments and global corporations.

The Group provides comprehensive, flexible, mission critical support to its clients enabling them to focus on the delivery of their respective businesses and services. Focusing on integrity and values alongside making on-going investment in its people, locations and operations has over time created a reliable and trusted brand within its sector.

 

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