TIDMMEAL
RNS Number : 8361G
Parsley Box Group PLC
18 November 2022
18 November 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO 596/2014 OF THE
EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET
ABUSE (MARKET ABUSE REGULATION) AS RETAINED AS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Parsley Box Group plc
("Parsley Box", the "Group" or the "Company")
Proposed cancellation of admission of Ordinary Shares to trading
on AIM,
Re-registration as a Private Limited Company,
Adoption of New Articles of Association
and
Notice of General Meeting
Parsley Box Group plc (AIM: MEAL), the direct to consumer
provider of ready meals and other products focused on the 65+
demographic, today announces the proposed cancellation of admission
of its ordinary shares to trading on AIM (the "Cancellation"),
re-registration of the Company as a private limited company (the
"Re-registration") and the adoption of new articles of association
(the "New Articles").
The Company has today published a circular, setting out the
background to and reasons for the proposed Cancellation and the
Re-registration and associated adoption of the New Articles (the
"Circular"). The Circular also contains a notice convening a
general meeting (the "General Meeting") at which Shareholders are
invited to consider and, if thought fit, approve the proposed
Cancellation and the Re-registration and associated adoption of the
New Articles.
Details of the proposed Cancellation and Re-registration
Further to the announcement of 25 October 2022, the Board has
assessed the various potential sources of capital available to the
Company to fund its medium term growth plans and, in doing so, has
reviewed and evaluated the benefits and drawbacks for the Company
and its Shareholders in retaining the admission to trading of the
Ordinary Shares on AIM. This review has focussed on a comparative
assessment of the opportunities for the Company to raise further
growth capital in the public and private markets respectively in
the next 12 months and included, amongst other things, assessment
of the public market liquidity and valuation volatility of the
Ordinary Shares and a cost versus benefit analysis of maintaining
the Company's status as a publicly traded company. As a result of
this review, the Directors have concluded that the Cancellation and
Re-registration are in the best interests of the Company and its
Shareholders as a whole. A detailed explanation of the background
to, and reasons for, the Cancellation and Re-registration is set
out below.
To be passed, the resolution in respect of the Cancellation
requires, pursuant to Rule 41 of the AIM Rules, the approval of not
less than 75 per cent. of the votes cast by Shareholders at the
General Meeting. The resolution to approve the Re-registration and
the adoption of New Articles also requires the approval of not less
than 75 per cent. of the votes cast by shareholders at the General
Meeting.
The expected timetable for the proposed Cancellation and
Re-registration is set out below.
Transactions in the Ordinary Shares prior to and post the
proposed Cancellation
Shareholders should note that they are able to continue trading
in the Ordinary Shares on AIM prior to the Cancellation. The Board
understands that, as at the date of this announcement, MoveFresh
Limited, a company that Kevin Dorren is a director of and majority
shareholder in, and exercises significant control over, intends to
purchase Ordinary Shares in the market until such point that it
holds, together with persons acting in concert with it, such number
of Ordinary Shares comprising no more than 29.99 per cent. of the
Company's issued share capital. However, there can be no guarantee
that any purchases of Ordinary Shares by MoveFresh Limited will
take place and there can be no guarantee as to the price of such
purchases. Shareholders should consult with their own independent
financial adviser and/or broker should they wish to consider
selling their interests in the market prior to the Cancellation
becoming effective.
Should the Resolutions be approved by Shareholders, the Company
will implement a matched bargain facility which would facilitate
Shareholders buying and selling Ordinary Shares on a matched
bargain basis following Cancellation. In anticipation of providing
a matched bargain facility, the Company has sought quotes from
third party providers. Further details of the Matched Bargain
Facility will be communicated to Shareholders separately in due
course and made available on the Company's website.
Shareholders should also be aware that any such Matched Bargain
Facility could be withdrawn at a later date. Following
Cancellation, the provision of a Matched Bargain Facility will be
kept under review by the Board and, in determining whether to
continue to offer a Matched Bargain Facility, the Company shall
consider expected (and communicated) Shareholder demand for such a
facility as well as the composition of the Company's register of
members and the costs to the Company and Shareholders.
The General Meeting
The General Meeting will be held at the offices of Dickson Minto
W.S. at 16 Charlotte Square, Edinburgh EH2 4DF at 10.00 a.m. on 14
December 2022.
The Company has received irrevocable undertakings from each of
the Directors and their connected parties to vote, or procure
votes, in favour of the Resolutions representing, in aggregate,
25,971,937 Ordinary Shares. Accordingly, the Company has received
irrevocable undertakings to vote in favour of the Resolutions
representing approximately 35.8 per cent. of the Company's issued
share capital as at the date of this announcement.
General
Capitalised terms in this announcement, unless otherwise
defined, have the same meaning as will be set out in the
Circular.
A copy of the Circular and the New Articles will be made
available on the Company's website at
https://corporate.parsleybox.com .
Enquiries:
Parsley Box
Holly McComb
Kevin Dorren Tel: 0131 608 1990
Email: invest@parsleybox.com
finnCap (Nominated Adviser and Broker)
Matt Goode / Charlie Beeson (Corporate
Finance) Tel: +44 20 7220 0500
Tim Redfern / Charlotte Sutcliffe (ECM)
EXTRACTS FROM THE CIRCULAR TO SHAREHOLDERS
Background to and reasons for the Cancellation and
Re-registration
As highlighted in the announcement of 25 October 2022, the Board
has undertaken an assessment of the various potential sources of
capital available to the Company to fund its medium term growth
plans and, in doing so, has reviewed and evaluated the benefits and
drawbacks for the Company and its Shareholders in retaining the
admission to trading of the Ordinary Shares on AIM. This review has
focussed on a comparative assessment of the opportunities for the
Company to raise further growth capital in the public and private
markets respectively in the next 12 months and included, amongst
other matters, assessment of the public market liquidity and
valuation volatility of the Ordinary Shares and a cost versus
benefit analysis of maintaining the Company's status as a publicly
traded company. As a result of this review, the Directors have
concluded that the Cancellation and Re-registration are in the best
interests of the Company and its Shareholders as a whole. Further
details of the background to and reasons for the Cancellation and
Re-registration are set out below.
-- The Board believes that it is important for the Company to
have access to additional capital to fund its medium term growth
plans. The Directors note that an equity fundraise through the
public markets would not necessarily be available to the Company in
the near or medium term (outside of Director and associated party
commitments) at an appropriate valuation. Further, the public
markets are unlikely to provide the Company with wider or more
cost-effective access to capital than the funding options it
already has from the Company's existing major shareholders in the
next 12 months. Accordingly, the Board is of the view that the
public markets do not provide the optimal platform to raise such
funds and, in particular, that there may be greater opportunities
to raise additional capital in the private markets.
-- There has been limited liquidity in the Ordinary Shares for
some time and, consequently, the admission of the Ordinary Shares
to trading on AIM does not necessarily offer investors the
opportunity to trade in meaningful volumes or with frequency within
an active market. With low trading volumes, the Company's share
price can move up or down significantly following trades of small
volumes of Ordinary Shares. In the opinion of the Directors, the
adverse share price performance is detrimental to the perception of
the Group amongst customers, suppliers and other partners, which,
in turn, has the potential to negatively impact its product
development, staff morale and industry reputation.
-- The considerable management time, cost and the legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM is, in the Directors' opinion and in
the light of the above, disproportionate to the benefits of the
Company's continued admission to trading on AIM. Given the lower
costs associated with private limited company status, it is
estimated that the Cancellation and Re-registration will materially
reduce the Company's recurring administrative and adviser costs by
approximately GBP400,000 per annum, which the Directors believe can
be better spent supporting growth in the Group's business.
-- The Directors also believe that the Company's current public
market valuation does not reflect the underlying potential of the
business with the result that growth prospects are more readily
accessible and managed in a private market environment.
-- Due to the limited liquidity in the Ordinary Shares and the Company's modest market capitalisation, continuing admission to trading on AIM no longer enables the Ordinary Shares to be used to effect strategic acquisitions, should the Company wish to pursue that strategy.
Following careful consideration, the Directors therefore believe
that it is in the best interests of the Company and Shareholders as
a whole to seek the proposed Cancellation and Re-registration.
In addition, in connection with the Re-registration, it is
proposed that the New Articles be adopted to reflect the change in
the Company's status to a private limited company. The principal
effects of the Re-registration and the adoption of the New Articles
on the rights and obligations of Shareholders and the Company are
summarised in the Circular.
Process for, and principal effects of, the Cancellation
The Directors are aware 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.
Under the AIM Rules, the Company is required to give at least
20 clear Business Days' notice of Cancellation. Additionally,
Cancellation will not take effect until at least five clear
Business Days have passed following the passing of the Cancellation
Resolution. If the Cancellation Resolution is passed at the
General Meeting, it is proposed that the last day of trading
in Ordinary Shares on AIM will be 21 December 2022 and that
the Cancellation will take effect at 7.00 a.m. on 22 December
2022.
The principal effects of the Cancellation will include the
following:
-- there will be no formal market mechanism enabling the Shareholders
to trade Ordinary Shares;
-- it is possible that, following the publication of the Circular,
the liquidity and marketability of the Ordinary Shares will
be reduced and their value adversely affected (however, as
set out above, the Directors believe that the existing liquidity
in the Ordinary Shares is in any event limited);
-- 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);
-- in the absence of a formal market and quote, it may be
difficult for Shareholders to determine a market value for
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. In particular, Shareholders will no longer
be afforded the protections given by the AIM Rules, such as
the requirement to be notified of certain events and to publicly
disclose any changes in major shareholdings in the Company.
In addition, the requirement that the Company seek shareholder
approval for certain corporate actions, where applicable, including
substantial transactions, reverse takeovers, related party
transactions and fundamental changes in the Company's business,
including certain acquisitions and disposals, will no longer
apply;
-- the levels of disclosure and corporate governance within
the Company may not be as stringent as for a company quoted
on AIM;
-- the Company will no longer be subject to UK MAR regulating
inside information and other matters;
-- finnCap will cease to be nominated adviser to the Company;
-- whilst the Company's CREST facility will remain in place
immediately post the Cancellation, the Company's CREST facility
may be cancelled in the future and, although the Ordinary Shares
will remain transferable, they may cease to be transferable
through CREST (in which case, 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 and Re-registration may have personal
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.
For the avoidance of doubt, the Company will remain registered
with the Registrar of Companies in Scotland in accordance with,
and subject to, the Companies Act, notwithstanding the Cancellation
and Re-registration.
The Company currently intends to continue to provide certain
facilities and services to Shareholders that they currently
enjoy as shareholders of an AIM company. The Company will:
-- continue to communicate information about the Company (including
annual accounts) to its Shareholders, as required by the Companies
Act;
-- continue, for at least 12 months following the Cancellation,
to maintain its website, https://corporate.parsleybox.com/
and post updates on the website from time to time, although
Shareholders should be aware that there will be no obligation
on the Company to include all of the information required under
the Disclosure Guidance and Transparency Rules, AIM Rule 26
or to update the website as required by the AIM Rules; and
-- implement a matched bargain facility, as referred to in
further detail below, which would facilitate Shareholders buying
and selling Ordinary Shares on a matched bargain basis following
Cancellation.
Chris Britton and Ana Stewart will step down from the Board
following the Cancellation and Re-registration. The composition
of the Board is expected to remain otherwise unchanged.
The Resolutions to be proposed at the General Meeting include
the adoption of the New Articles, with effect from the Re-registration.
A summary of the principal differences between the Current
Articles and the proposed New Articles is included in the Circular.
A copy of the New Articles will be available at https://corporate.parsleybox.com.
Transactions in the Ordinary Shares prior to and post the
proposed Cancellation
Prior to Cancellation
Shareholders should note that they are able to continue trading
in the Ordinary Shares on AIM prior to Cancellation. Shareholders
should note that they are able to continue trading in the Ordinary
Shares on AIM prior to the Cancellation. The Board understands
that, as at the date of this announcement, MoveFresh Limited, a
company that Kevin Dorren is a director of and majority shareholder
in, and exercises significant control over, intends to purchase
Ordinary Shares in the market until such point that it holds,
together with persons acting in concert with it, such number of
Ordinary Shares comprising no more than 29.99 per cent. of the
Company's issued share capital. However, there can be no guarantee
that any purchases of Ordinary Shares by MoveFresh Limited will
take place and there can be no guarantee as to the price of such
purchases. Shareholders should consult with their own independent
financial adviser and/or broker should they wish to consider
selling their interests in the market prior to the Cancellation
becoming effective.
Dealing and settlement arrangements
The Directors are aware that Shareholders may wish to acquire or
dispose of Ordinary Shares in the Company following the
Cancellation. Should the Resolutions be approved by Shareholders,
the Company will implement a Matched Bargain Facility which would
facilitate Shareholders buying and selling Ordinary Shares on a
matched bargain basis following Cancellation. In anticipation of
providing a Matched Bargain Facility, the Company has sought quotes
from Matched Bargain Facility providers. Further details of the
Matched Bargain Facility will, if implemented, be communicated to
Shareholders separately in due course and made available on the
Company's website at
https://corporate.parsleybox.com/investors/documents/.
Shareholders should also be aware that any such Matched Bargain
Facility could be withdrawn at a later date. Following
Cancellation, the provision of a Matched Bargain Facility will be
kept under review by the Board and, in determining whether to
continue to offer a Matched Bargain Facility, the Company shall
consider expected (and communicated) Shareholder demand for such a
facility as well as the composition of the Company's register of
members and the costs to the Company and Shareholders.
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 21 December 2022 and that the effective date of the
Cancellation will be 22 December 2022.
Directors' intentions
Each of the Directors has indicated their current intention to
retain their Ordinary Shares in the event that the Cancellation is
implemented.
Share Account
The Share Account agreement between EFSL (as provider of the
Share Account) and the Company (as sponsor of the Share Account)
will terminate on the passing of the Resolutions. EFSL expects to
provide a dealing service (subject to liquidity in the Ordinary
Shares following publication of the Circular) for instructions
received until 14 December 2022. Any trade instruction that cannot
be completed by the last day of dealings in the Ordinary Shares
will be rejected. Any Ordinary Shares remaining in the Share
Account at Cancellation will be transferred into the name of the
beneficial holder on the Company's register of members and a share
certificate will be issued within 10 business days of
Re-registration. Closing Share Account statements will also be
issued within 10 business days of Re-registration.
Re-registration
As set out above, following the Cancellation, the Directors
believe that the requirements and associated costs of the Company
maintaining its public company status will be difficult to justify
and that the Company will benefit from the more flexible requirements
and lower costs associated with private limited company status.
It is therefore proposed to re-register the Company as a private
limited company. In connection with the Re-registration, it
is proposed that the New Articles be adopted to reflect the
change in the Company's status to a private limited company.
The principal effects of the Re-registration and the adoption
of the New Articles on the rights and obligations of Shareholders
and the Company are summarised in the Circular.
An application will be made to the Registrar of Companies for
the Company to be re-registered as a private limited company.
Re-registration will take effect when the Registrar of Companies
issues a certificate of incorporation on Re-registration. The
Registrar of Companies will issue the certificate of incorporation
on Re-registration when it is satisfied that no valid application
can be made to cancel the resolution to re-register as a private
limited company or that any such application to cancel the resolution
to re-register as a private limited company has been determined
and confirmed by the Court.
Takeover Code
Notwithstanding the Cancellation and Re-registration, under
the Takeover Code the Company will continue to be subject to
its terms for a period of 10 years following the Cancellation
(subject to the Re-registration occurring). However, the
Takeover
Code may cease to apply earlier if the Company ceases to have
its place of central management and control in the UK, Channel
Islands or Isle of Man.
However, the Takeover Code may apply for a period of longer
than 10 years following Cancellation given that the Company
will implement a Matched Bargain Facility, if that facility
results in dealings and/or prices at which persons were willing
to deal in any of the Ordinary Shares being published on a
regular
basis for a continuous period of at least six months, within
the scope of paragraph 3 (a)(ii)(B) of the Introduction to the
Takeover Code. The Takeover Code would, in this event, cease
to apply 10 years after the Matched Bargain Facility has been
terminated.
The Takeover Code applies to all offers for companies which
have their registered offices in the United Kingdom, the
Channel
Islands or the Isle of Man if any of their equity share capital
or other transferable securities carrying voting rights are
admitted to trading on a regulated market or a multilateral
trading facility in the United Kingdom or on any stock exchange
in the Channel Islands or the Isle of Man.
The Takeover Code also applies to all offers for companies
(both
public and private) which have their registered offices in the
United Kingdom, the Channel Islands or the Isle of Man which
are considered by the Takeover Panel to have their place of
central management and control in the United Kingdom, the
Channel
Islands or the Isle of Man, but in relation to private
companies
only if one of a number of conditions are met, including that
any of the company's equity share capital or other transferable
securities carrying voting rights have been admitted to trading
on a regulated market or a multilateral trading facility in
the United Kingdom or on any stock exchange in the Channel
Islands
or the Isle of Man at any time in the preceding ten years.
If the Re-registration and the Cancellation are approved by
Shareholders at the General Meeting and become effective, the
Company will be re-registered as a private company and its
securities
will no longer be admitted to trading on a regulated market
or a multilateral trading facility in the United Kingdom. In
these circumstances, the Takeover Code will only apply to the
Company if it is considered by the Panel to have its place of
central management and control in the United Kingdom, the
Channel
Islands or the Isle of Man. This is known as the "residency
test". In determining whether the residency test is satisfied,
the Takeover Panel has regard primarily to whether a majority
of a company's directors are resident in these jurisdictions.
The Takeover Panel has confirmed to the Company that, on the
basis of the current residency of the Directors, the Company
will have its place of central management and control in the
United Kingdom following the Cancellation. In view of the
Re-registration,
and provided that the Company's place of central management
and control continues to be considered by the Takeover Panel
to be in the United Kingdom, the Takeover Code will apply to
the Company for ten years following the Cancellation, including
the requirement for a mandatory cash offer to be made if
either:
(i) a person acquires an interest in shares which, when taken
together with the shares in which persons acting in concert
with it are interested, increases the percentage of shares
carrying
voting rights in which it is interested to 30 per cent. or
more;
or
(ii) a person, together with persons acting in concert with
it, is interested in shares which in the aggregate carry not
less than 30 per cent. of the voting rights of a company but
does not hold shares carrying more than 50 per cent. of such
voting rights and such person, or any person acting in concert
with it, acquires an interest in any other shares which
increases
the percentage of shares carrying voting rights in which it
is interested.
Under Rule 9 of the Takeover Code, 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 or any person acting in concert
with him/her acquires an interest in any other shares, which
increases the percentage of the shares carrying voting rights
in which he/she 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 that company at the
highest
price paid by them for any interest in shares in that company
during the previous 12 months. Rule 9 of the Takeover Code
further
provides that where any person, together with persons acting
in concert with him/her, 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/her concert parties.
Following the expiry of the 10 year period from the date of
the Cancellation (subject to the Re-registration occurring),
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 which will be
lost is set out in the Circular.
Process for Cancellation
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by Shareholders holding not less than 75 per
cent. of votes cast by Shareholders at the General Meeting.
Accordingly, the Notice of General Meeting set out in the Circular
contains a special resolution to approve the Cancellation.
Furthermore, Rule 41 of the AIM Rules requires any AIM company
that wishes the London Stock Exchange to cancel the admission
of its shares to trading on AIM to notify shareholders and
to separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date.
In accordance with AIM Rule 41, the Directors have notified
the London Stock Exchange of the Company's intention, subject
to the Cancellation Resolution being passed at the General
Meeting, to cancel the Company's admission of the Ordinary
Shares to trading on AIM on 22 December 2022. Accordingly,
if the Cancellation Resolution is passed, the Cancellation
will become effective at 7.00 a.m. on 22 December 2022. If
the Cancellation becomes effective, finnCap will cease to be
nominated adviser of the Company and the Company will no longer
be required to comply with the AIM Rules.
Recommendation
The Directors consider that the Cancellation and the
Re-registration and adoption of the New Articles are in the best
interests of the Company and its Shareholders as a whole and,
therefore, unanimously recommend that you vote in favour of the
Resolutions at the General Meeting as the Directors intend to vote,
or procure the vote, in respect of, in aggregate, 25,971,937
Ordinary Shares to which they are beneficially entitled.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event 2022
Notice of the proposed Cancellation 18 November
provided to the London Stock Exchange
Publication and posting of the Circular 18 November
Latest time and date for receipt 10.00 a.m. on 9 December
of Forms of Direction in respect
of the General Meeting
Latest time and date for receipt 10.00 a.m. on 12 December
of proxy appointments in respect
of the General Meeting
General Meeting 10.00 a.m. on 14 December
Last day for trade instructions to 14 December
be received in respect of Ordinary
Shares held in the Share Account
Last day of dealings in Ordinary 21 December
Shares on AIM
Cancellation 7.00 a.m. on 22 December
Closure of the Share Account 7.00 a.m. on 22 December
Re-registration as a private company by 30 December
Share certificates issued in respect Within 10 business days of Re-registration
of Ordinary Shares previously held
in the Share Account
Share Account closure statements Within 10 business days of Re-registration
issued
Notes:
1. References to times in this announcement are to London
time, unless otherwise stated.
2. Each of the times and dates in the above timetable is
subject to change. If any of the above times and/or dates
change, the revised times and dates will be notified to Shareholders
by an announcement through a Regulatory Information Service.
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END
MSCBDLLFLFLZFBD
(END) Dow Jones Newswires
November 18, 2022 02:00 ET (07:00 GMT)
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