THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or as to the action you should take, you are recommended to seek advice from your solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, by another appropriately authorised independent financial adviser.
If you sell or transfer or have sold or transferred all of your Ordinary Shares, please forward this Document as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through or to whom the sale or transfer was effected for onward transmission to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take.
The release, publication or distribution of this Document in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Document comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.
MORSES CLUB PLC
Incorporated in England and Wales with registered number 06793980
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
The Directors, whose names appear in Part I of this Document, accept responsibility, collectively and individually, for the information contained in this Document. To the best of the knowledge and belief of each of the Directors (who have all taken reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and does not omit anything likely to affect the import of such information.
This Document should be read in its entirety. Your attention is drawn to the letter from the Interim Chair of the Company set out in Part I of this Document which includes a recommendation of the Directors that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below.
A notice to convene a General Meeting of the Company, to be held at the offices of Eversheds Sutherland at Bridgewater Place, Water Lane, Leeds LS11 5DR at 10.30 a.m. on 3 February 2023 is set out in Part III of this Document.
You will not receive a hard copy form of proxy. Instead, you will be able to vote electronically using the link www.signalshares.com. You will need to log into your signal shares account or register if you have not previously done so. In order to register, you will need your investor code, which is shown on your share certificate or available from our registrar, Link Group. Proxy votes must be received no later than 10.30 am on 1 February 2023.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may use this service and should follow the relevant instructions set out in the notes in Part III of this document. Voting electronically will not preclude Shareholders from attending
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and voting at the General Meeting should they so wish (note the comments set out in the Notice of General Meeting at the end of this Document regarding attendance at the General Meeting).
Copies of this Document will be available on the Company's website www.morsesclubplc.com/investors/key-corporate-documents.
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CONTENTS | |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS | 4 |
DIRECTORS AND ADVISERS | 5 |
DEFINITIONS | 6 |
PART I | 8 |
LETTER FROM THE INTERIM CHAIR OF MORSES CLUB PLC | 8 |
PART II | 16 |
PRINCIPAL EFFECT OF RE-REGISTRATION AND ADOPTION OF NEW ARTICLES ON | |
SHAREHOLDERS | 16 |
APPENDIX A | 18 |
PART I: THE GENERAL PRINCIPLES OF THE TAKEOVER CODE | 18 |
PART II: DETAILED APPLICATION OF THE TAKEOVER CODE | 18 |
PART III: NOTICE OF GENERAL MEETING OF MORSES CLUB PLC | 20 |
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EXPECTED TIMETABLE OF PRINCIPAL EVENTS | ||
Event | Time and/or date(1)(2) | |
Announcement of the proposed Cancellation, Re- | 12 January 2023 | |
registration and adoption of New Articles | ||
Publication and posting of this Document | 12 January 2023 | |
Latest time for receipt of proxy votes in respect of the | 10.30 a.m. 1 | February 2023 |
General Meeting | ||
General Meeting | 10.30 a.m. 3 | February 2023 |
Announcement of the results of the General Meeting | 3 | February 2023 |
Last day of dealings in Ordinary Shares on AIM | 10 February 2023 | |
Cancellation | 13 February 2023 | |
Re-registration as a private company | Week commencing 20 February 2023 |
Notes:
- All of the times referred to in this Document refer to London time, unless otherwise stated.
- 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.
- All events listed in the above timetable following the General Meeting are conditional on the passing at the General Meeting of the Resolutions.
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DIRECTORS AND ADVISERS | ||
Directors | Steve Curtis | Interim Chair |
Gary Marshall | Chief Executive Officer | |
Graeme Campbell | Chief Financial Officer | |
Sheryl Lawrence | Deputy Chair | |
Peter Ward | Non-Executive Director | |
Terry Baxter | Non-Executive Director | |
Company Secretary | David Belmont | |
Registered office | Building 1 | |
The Phoenix Centre | ||
1 Colliers Way | ||
Nottingham | ||
NG8 6AT | ||
Financial Adviser | Blackdown Partners Limited | |
52 Grosvenor Gardens | ||
London | ||
SW1 0AU | ||
Nominated Adviser, Financial | Peel Hunt LLP | |
adviser and Broker | 7th Floor | |
100 Liverpool Street | ||
London | ||
England | ||
EC2M 2AT | ||
Legal advisers to the Company Eversheds Sutherland (International) LLP | ||
Two New Bailey | ||
6 Stanley Street | ||
Manchester | ||
M3 5GX | ||
Registrars | Link Group | |
10th Floor | ||
Central Square | ||
29 Wellington Street | ||
Leeds |
England
LS1 4DL
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Morses Club plc published this content on 12 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 January 2023 07:39:01 UTC.