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. This Document does not constitute an offer to sell or issue, nor the solicitation of an offer to buy or subscribe for, shares in any jurisdiction in which such offer or solicitation is unlawful.
Pelatro PLC
Incorporated in England and Wales with registered number 10630166
Proposed cancellation of admission of Ordinary Shares to trading on AIM
Notice of General Meeting
Re‐Registration as a Private Limited Company
And
Adoption of New Articles of Association
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 Chairman 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.
- notice to convene a General Meeting of the Company, to be held at the offices of the Company at 11.00 a.m. on 21 September 2023 is set out in Part IV of this Document.
CONTENTS
Expected timetable of principal events | 3 |
Directors and Advisers | 4 |
Definitions | 5 |
Part I - Letter from the Chairman of Pelatro PLC | 7 |
Part II - Principal Effect of Re‐Registration and Adoption of New Articles on Shareholders | 13 |
Part III - The Takeover Code | 15 |
Part IV - Notice of General Meeting | 19 |
2
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the proposed Cancellation pursuant to AIM Rule 41 | 31 August 2023 |
Posting of this Circular to Shareholders | 4 September 2023 |
Latest time for receipt of proxy appointments in respect of the | 11.00 BST, 19 September 2023 |
General Meeting | |
Time and date of General Meeting | 11.00 BST, 21 September 2023 |
Last day of dealings in the Ordinary Shares on AIM | 28 September 2023 |
Cancellation of admission of the Ordinary Shares to trading on AIM | 29 September 2023 |
Re‐registration as a private company | Week commencing 23 October |
Matched Bargain Facility for Ordinary Shares commences | 29 September 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.
3
DIRECTORS AND ADVISERS | |
Directors | Harry Berry (Independent Non‐Executive Chairman) |
Subash Menon (Chief Executive Officer) | |
Sudeesh Yezhuvath (Chief Operating Officer) | |
Pieter Verkade (Independent Non‐Executive Director) | |
Registered office | 49 Queen Victoria Street |
London | |
EC4N 4SA | |
Nominated Adviser and Broker | finnCap Limited |
One Bartholomew Close | |
London | |
EC1A 7BL | |
Legal advisers to the Company | Memery Crystal |
165 Fleet Street | |
London | |
EC4A 2DY | |
Registrars | Equiniti Limited |
Aspect House, Spencer Road | |
Lancing | |
West Sussex | |
BN99 6DA |
4
DEFINITIONS
The following definitions apply throughout this Document, unless the context requires otherwise: "AIM"
"AIM Rules"
"Business Day"
"Cancellation"
"Cancellation Resolution" "Company" or "Pelatro"
"Companies Act" "CREST"
"CREST Regulations"
"Current Articles"
"Directors" or "Board"
"Disclosure Guidance and
Transparency Rules"
"Document"
"finnCap" "FSMA"
"General Meeting"
"Group"
"London Stock Exchange"
Attachments
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Disclaimer
Pelatro plc published this content on 04 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 September 2023 14:38:05 UTC.