Proposed Cancellation of Admission to AIM Trading
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Qannas Investments Limited
("Qannas", or the "Company")
Update on transaction
Proposed cancellation of admission to trading on AIM
Qannas announced on 3 September 2019 that it had conditionally agreed to acquire a substantial portfolio of investment assets and associated liabilities (the "Portfolio") from a consortium of third party vendors (the "Transaction" and the "Announcement"). The Announcement set out that the Transaction would, if it were to complete, comprise a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies (the "AIM Rules") due to the size of the Transaction relative to the Company and accordingly, the Company's ordinary shares were suspended from trading on AIM pending publication of an AIM admission document (the "Suspension").
Qannas, its investment manager and advisers have worked diligently to advance the necessary workstreams to complete the Transaction. This has included inter alia detailed due diligence of and independent valuations of the Portfolio, transaction structuring, finalising documentation with regard to the Transaction with the vendors, advanced negotiations with the banks and financing counterparties associated with the Portfolio and arranging certain appointments to strengthen the board of Qannas.
The directors of the Company (the "Board") remain persuaded by the commercial and strategic merits of the Transaction, and that it represents a compelling opportunity to significantly enhance and broaden the existing investment portfolio of Qannas with the aim of achieving greater scale and enhanced diversification. The Independent Directors, having been so advised by the Company's investment manager, are concerned that the benefits of the Transaction will diminish as the process of completing the Transaction extends and consider that a protracted execution phase will increase the risk of the Transaction lapsing. Following discussions with the vendors of the Portfolio, it has recently become apparent that there is a material risk that the Transaction will lapse before an AIM admission document can be finalised.
It is in this context that the Board have resolved to seek the cancellation, as soon as possible, of the admission of its ordinary shares to trading on AIM (the "Cancellation"). The Board considers that the Transaction can be more expeditiously completed with greater certainty without the parallel complexities of the documentation and regulatory requirements of seeking a re-admission to trading on AIM. Following completion of the Transaction, and implementation of certain restructuring measures that the Company's investment manager believes will derive value for the Company from the Portfolio, the Company intends to seek a new admission to AIM or to another regulated, liquid, market or multi-lateral trading facility. Investors should keep in mind that any such admission would be subject to a range of risks beyond the control of the Company, including market conditions at the time of any such admission, funding requirements and availability of funding, investor appetite and the satisfaction of applicable legal and regulatory requirements in connection with the same. Accordingly, there can be no guarantee that the Company will be admitted to any regulated, liquid, market or multi-lateral trading facility in the future
The Company intends to publish a circular providing further details on the Cancellation and convening an extraordinary general meeting (the "EGM") of its shareholders to approve the Cancellation to take place in December 2019. The Cancellation will be conditional upon consent of not less than 75% of votes cast by Qannas' shareholders at the EGM. The Board notes that Abu Dhabi Financial Group ("ADFG"), the Company's majority shareholder, has an interest in 75.87% of the Company's issued share capital and ADFG has indicated its intention to vote in favour of the Cancellation. Subject to shareholder approval, it is expected that the Cancellation will take effect during December 2019.
The Company's shares are currently suspended from trading on AIM and will remain suspended prior to the proposed Cancellation.
In the event that Shareholders approve the Cancellation, Shareholders will not be able to buy or sell Shares on AIM prior to the Cancellation becoming effective.
The Board is aware that the proposed Cancellation, should it be approved by shareholders at the EGM, would make it more difficult to buy and sell Qannas' ordinary shares following the Cancellation. The Board intends to put in place an internal process that will allow shareholders or persons wishing to acquire or sell Qannas shares to provide an indication to the Company's administrator, Estera, that they are prepared to buy or sell at an agreed price. The Company will have no obligation to arrange transactions between parties that are willing to buy and sell Shares.
The expected timetable for Cancellation is as follows:
Announcement of the Transaction
3 September 2019
Announcement of proposed Cancellation and notice provided to the London Stock Exchange
29 November 2019
Publication and posting of this document and Forms of Proxy
3 December 2019
Latest time and date for receipt of completed Forms of Proxy for the Extraordinary General Meeting
9:00 a.m. on 16 December 2019
Time and date of the Extraordinary General Meeting
9:00 a.m. on 18 December 2019
Expected time and date of Cancellation
7.00 a.m. on or around 31 December 2019
The Company will keep shareholders updated with regard to these matters and further announcements will be made as and when appropriate.
For further information, please contact:
Qannas Investments Limited Tel: 01534 844 806
ADCM Ltd. (Investment Manager) Tel: +971 2 639 0099
finnCap Ltd Tel: 020 7220 0500
Henrik Persson/James Thompson (Corporate Finance)
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. The information in this announcement does not purport to be full or complete and is subject to change without notice.
This announcement is 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 securities laws of such jurisdiction. The securities referred to in this announcement have not and will not be registered under the US Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction in the United States. No action has been taken that would permit an offering of securities or possession or distribution of this announcement or any offering or publicity material relating to securities referred to in this announcement in any jurisdiction where action for that purpose is required.
This announcement contains "forward-looking statements", which are statements that include words such as "targets", "plans", "believes", "expects", "aims", "intends", "anticipates", "estimates", "will", "may", "would", "could" or "should", or words or terms of similar effect. Forward-looking statements involve risks and uncertainties because they relate to future events and circumstances which are or may be beyond the control of the Company, and actual results or outcomes could differ materially from those expected. Any forward-looking statements in this announcement speak only as of the date of this announcement and, except as required by law or regulation, the Company expressly disclaims any obligation or undertaking to update any forward-looking statements. Any indication in this announcement of the price at which ordinary shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance.
finnCap Ltd ("finnCap"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to the Company and no one else in connection with the Transaction, and will not regard any other person as its client or be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Transaction or in relation to the contents of this announcements or any transaction, arrangement or matter referred to herein.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.