Notice of AGM and Proposed Delisting

ACHP plc

01 June 2018

ACHP plc

Notice of Annual General Meeting and Proposed Delisting

In April 2016 ACHP plc sold all its operating subsidiaries, comprising various companies engaged in providing outsourcing and consulting services to the insurance industry, the principal company being Pro Insurance Solutions Limited.  Following the sale, the Company's only trading activity has been its holding of one-third of the voting shares and 30% of the economic rights in Asta Capital Ltd ("Asta"), the parent of Asta Managing Agency Limited, the leading third-party managing agent at Lloyd's.

ACHP continues to review the performance of its investment in Asta and is exploring and assessing options to dispose of this investment at the right time and at an appropriate price.  In doing so, the Company, the other shareholders of Asta, and Asta management are cooperating to minimise any disruption to the Asta business.  The directors are also focused on minimising the ordinary expenses of the Company in line with its limited activities.

The directors believe that the benefits to the Company of being listed are now minimal or non-existent and that the listing no longer promotes the success of the Company for the benefit of its members as a whole.  The main reasons are:

·     Insufficient market cap: The Company's market capital is currently £12.4 million which in the directors' view is too small to merit a continued public listing.

·     Nil liquidity provided to shareholders: Stock turnover in 2017 was only £46.6k.

·     Insufficient float: The float, that is, the shares not held by either the main shareholder, Financière Pinault S.C.A. ("FinP") (63%) or Karrick Ltd (9.4%), is estimated to be 17.6%. This includes shares held by directors and former group employees

·    Excessive costs: The direct and indirect costs of the listing of the Company is estimated to have been £119,000 in 2017, mainly related to the higher audit fees, the actual cost of maintaining the listing at the LSE and complying with regulations thereto.

·    The expected future of the Company: The directors are exploring steps to realise for shareholders the Company's investment in Asta. Those steps may include a sale of the Company's investment in Asta, a share sale of ACHP as a whole, or a variety of other options. The directors' goal is to enter into a transaction before the end of January 2019 subject to any regulatory approvals that may be required. After such a transaction, the Company would likely be placed into a members' voluntary liquidation. The directors believe that a Delisting would be necessary as a result of any likely transaction.

The directors are therefore recommending that the company's AIM listing be cancelled (the "Delisting").  The Delisting requires the approval of 75% of voting shareholders under Rule 41 of the AIM Rules.  A resolution to this effect will be proposed at the Annual General Meeting being convened for 26 June 2018.

Following the Delisting, no changes are planned to the board nor is it expected that the existing relationship deed between the Company and FinP will change.  The City Code on Takeovers and Mergers provides that the Company remains subject to the Code for a period of ten (10) years after the Delisting.  Under the relationship deed, FinP can vote on all the proposed resolutions.

Whilst no trading or matched bargain facility will be provided, Euroclear permits the holding of unlisted securities within the CREST system (the UK central securities depository), so if your securities are presently held within the CREST system (that is, you were never issued a physical share certificate), your shares will continue to be so held. The process for registering a transfer of shares would remain the same as at present, i.e., for a CREST transfer both the buyer and seller process a matching delivery instruction through CREST, and for a certificated holder the seller just completes a paper transfer form and submits it with the share certificate.

Subject, inter alia, to shareholders' approving the proposed delisting resolutions at the Annual General Meeting, it is currently anticipated that the Delisting will be completed on or about 4 July 2018. If resolution no. 1 is not passed, the Delisting will not proceed.

Expected Timetable

Market Abuse Regulation

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

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