TIDMESKN
RNS Number : 5520S
Esken Limited
06 November 2023
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 OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
6 November 2023
ESKEN LIMITED
("Esken", the "Group" or the "Company")
Publication of Circular
Notice of General Meeting
Notification of Transfer from Premium Listing to Standard
Listing
Irrevocable Undertakings
Further to the announcement by Esken, the aviation and renewable
energy group, on 1 November 2023 (the "Disposal Announcement")
regarding the conditional disposal of its wholly owned subsidiary,
Esken Renewables Limited ("Esken Renewables") (the "Disposal") ;
the proposal to transfer the Company's listing from the Premium
Listing segment of the Main Market of the London Stock Exchange to
the Standard Listing segment (the "Proposed Transfer"); and the
Company's proposed new Executive Remuneration Scheme, Esken today
announces that the UK Financial Conduct Authority (the "FCA") has
approved a circular in relation to the above matters (the
"Circular") which will be published and posted or made available to
Shareholders shortly.
The Disposal, the Proposed Transfer and the implementation of
the Executive Remuneration Scheme, are all subject, inter alia, to
approval of Shareholders at a general meeting of the Company (the
"General Meeting").
The General Meeting will be held at 9.30 a.m. on 24 November
2023, at the offices of the Company, Third floor, 15 Stratford
Place, London, England W1C 1BE.
A copy of the Circular is available for download from the
Company's website at www.esken.com . In compliance with 9.6.1 of
the Listing Rules, copies of the Circular and Notice of General
Meeting has been submitted to the National Storage Mechanism and
will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
All defined terms in this announcement, unless otherwise stated,
shall have the same meaning as in the Disposal Announcement.
Recommendation
The Board believes the Disposal and the Proposed Transfer, and
the Resolutions in respect of the same to be proposed at the
General Meeting to be in the best interests of Shareholders as a
whole.
As the Executive Directors will not be participating in any
recommendation in respect of the Executive Remuneration Scheme, the
Non-Executive Directors believe the Executive Remuneration Scheme
and the Resolution in respect of the same to be proposed at the
General Meeting of the Company to be in the best interests of
Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders
vote in favour of the Resolutions in respect of the Disposal and
the Proposed Transfer and the Non-Executive Directors unanimously
recommend that the Shareholders vote in favour of the Resolution in
respect of the Executive Remuneration Scheme.
The directors intend to vote in favour of the Resolutions in
respect of their own beneficial holdings amounting, in aggregate
2,212,070 Ordinary Shares (representing 0.22 per cent. of the
existing issued ordinary share capital of the Company), which
shares are included within the number of shares in respect of which
the Company has received irrevocable undertakings as set out
below.
Notification of intention to transfer
As announced in the Disposal Announcement, the Board intends to
transfer the Company's listing from the Premium Listing segment of
the Main Market of the London Stock Exchange to the Standard
Listing segment (the "Proposed Transfer").
Under the Listing Rules, the Proposed Transfer requires prior
approval of Shareholders by way of special resolution. Shareholders
will therefore be asked to vote on a special resolution relating to
the Proposed Transfer at the General Meeting. If the Proposed
Transfer does not occur because the Transfer Resolution does not
pass, the Company's Premium Listing will continue.
The date of the Proposed Transfer must not be less than 20
business days after the passing of the Transfer Resolution at the
General Meeting. The Company intends to implement the Proposed
Transfer according to the most efficient timeline possible. Subject
to the passing of the Transfer Resolution, the Company intends to
apply for the Proposed Transfer, and anticipates that the effective
date of the Proposed Transfer will be 22 December 2023.
Irrevocable Undertakings
The Company has received irrevocable undertakings to vote in
favour of the Disposal Resolution and the Transfer Resolution at
the General Meeting in respect of 526,953,870 Ordinary Shares in
aggregate (representing approximately 51.4 per cent. of the issued
ordinary share capital of the Company), including in respect of the
Ordinary Shares in which the directors are beneficially
interested.
As such, the Company has received irrevocable undertakings in
favour of the Disposal Resolution in respect of a sufficient number
of Ordinary Shares so as to ensure that the Disposal Resolution
will pass.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Each of the times and dates in the table below is indicative
only and may be subject to change. Please refer to the notes for
this timetable set out below.(1)(2)(3)
Announcement of the Disposal 1 November 2023
Publication and posting of the Circular 6 November2023
and the Notice of General Meeting
Latest time and date for receipt of 9.30 a.m. on 22 November
proxy forms or electronic appointments 2023
Record time for entitlement to vote 6.00 p.m. on 22 November
at the General Meeting 2023
General Meeting 9.30 a.m. on 24 November
2023
Announcement of the results of the 24 November 2023
General Meeting
Expected date of Completion of the early December 2023
Disposal (4)
Expected effective date of Proposed 22 December 2023
Transfer (4)
Notes:
1. The times and dates set out in the expected timetable of
principal events above are subject to change by the Company, in
which event details of the new times and dates will be
notified.
2. References to times above are to London time.
3. If you have any queries on the procedure for completion and
submission of the proxy forms you should contact the Company
registrar on 0371 664 0300 (or +44 (0) 371 664 0300 if calling from
outside the United Kingdom). Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 a.m. and 5.30 p.m. (London time),
Monday to Friday excluding public holidays in England and Wales.
Please note that the Company registrar cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
4. Completion is subject to certain conditions as specified in
the Circular (Summary of the Key Terms of the Disposal), which
include, amongst others, shareholder approval at the General
Meeting. The expected date of Completion is subject to change and
Completion will not necessarily occur immediately following the
General Meeting or necessarily before the expected effective date
of the Proposed Transfer.
Enquiries:
Esken Limited C/o Teneo
Canaccord Genuity
Adam James, Emma Gabriel (Sponsor and Joint Broker)
Chris Robinson, Ben Spencer (Financial Adviser)
0207 523 8000
Teneo
Olivia Peters /Giles Kernick
020 7353 4200
esken@teneo.com
Important Notices
Cautionary statement
This announcement is not intended to, and does not constitute,
or form part of, any offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. Shareholders are advised to read
carefully the formal documentation in relation to the Disposal once
it has been despatched. Any response to the Disposal should be made
only on the basis of the information in the formal documentation to
follow.
This announcement has been prepared for the purpose of complying
with the applicable law and regulation of the United Kingdom and
information disclosed may not be the same as that which would have
been disclosed if this announcement has been prepared in accordance
with the laws and regulations of jurisdictions outside the United
Kingdom.
Important information relating to financial adviser
Canaccord Genuity Limited (the "Sponsor"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting solely for the Company, and for no-one else,
as sponsor, broker and financial adviser in connection with the
Disposal and the Proposed Transfer and will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing advice to any other person
in relation to the Disposal and the Proposed Transfer, the content
of this announcement or any other matters described in this
announcement. To the fullest extent permitted by law, neither the
Sponsor nor any of its affiliates assumes any responsibility
whatsoever for or makes any representation or warranty express or
implied, in relation to the contents of this announcement,
including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on its
behalf and nothing contained in this announcement is, or shall be,
relied upon as a promise or representation in this respect whether
as to the past, present or future, in connection with the Company,
the Group, Esken Renewables, the Continuing Group, the Disposal or
the Proposed Transfer. The Sponsor and its affiliates accordingly
disclaim to the fullest extent permitted by law all and any duty,
responsibility and liability whether
arising in tort, contract or otherwise which it might otherwise
be found to have in respect of this announcement or any such
statement or otherwise.
Publication on website
A copy of this announcement will be available for inspection on
the Company's website at: www.esken.com. For the avoidance of
doubt, the contents of this website are not incorporated into and
do not form part of this announcement.
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END
CIRFLFSDLLLRIIV
(END) Dow Jones Newswires
November 06, 2023 12:45 ET (17:45 GMT)
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