Publication of Circular and Notice of EGM
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", the "Group" or the "Company")
Publication of Circular
Notice of General Meeting
Notification of Transfer from Premium Listing to Standard Listing
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.
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.
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 and the Notice of General Meeting
Latest time and date for receipt of proxy forms or electronic appointments
9.30 a.m. on 22 November 2023
Record time for entitlement to vote at the General Meeting
6.00 p.m. on 22 November 2023
9.30 a.m. on 24 November 2023
Announcement of the results of the General Meeting
24 November 2023
Expected date of Completion of the Disposal(4)
early December 2023
Expected effective date of Proposed Transfer(4)
22 December 2023
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.
Esken Limited C/o Teneo
Adam James, Emma Gabriel (Sponsor and Joint Broker)
Chris Robinson, Ben Spencer (Financial Adviser)
0207 523 8000
Olivia Peters /Giles Kernick
020 7353 4200
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.