Information on relevant corporate transactions.
Disposal of Tuffnells
The Company made an announcement on Wednesday 15 April 2020 (see www.corporate.smithsnews.co.uk/investors/regulatory-news) setting out the proposed disposal of The Big Green Parcel Holding Company Limited and its subsidiaries, including Tuffnells Parcels Express Limited which principally trades as ‘Tuffnells’.
Due to the size of the proposed disposal relative to the size of the Company, the transaction constitutes a Class 1 transaction pursuant to the Listing Rules. Accordingly, the proposed disposal is conditional upon the approval of shareholders in order to proceed. For the purposes of seeking such approval, a notice convening a General Meeting which, unless otherwise communicated here, is to be held at 10.00 a.m. on 1 May 2020, and the documentation in support of shareholders taking any such action as they may consider appropriate is set out below.
In light of the COVID-19 guidance we intend to limit physical attendance at the General Meeting, which is to be kept as concise and efficient as possible. We strongly recommend shareholders not to attend in person as entry is likely to be refused in line with our Articles of Association and current guidance and legislation. In the event that our General Meeting arrangements change, the Company will issue a further communication via a regulatory news service and will publish this on the Company’s website.
It is expected that shareholders will still be able to participate in the General Meeting through an ability to ask questions by email ahead of the meeting and via limited participation at the meeting itself through an ability to listen to proceedings through a (mute only) conference telephone facility are set out below:
|Dial in number(s)||United Kingdom Toll-Free: 08003589473 PIN: 59646908#|
|United Kingdom Toll: +44 3333000804 PIN: 59646908#|
|URL for international dial in numbers||http://events.arkadin.com/ev/docs/NE_W2_TF_Events_International_Access_List.pdf|
Questions in advance of the General Meeting can be submitted ahead of the General Meeting by e-mail to email@example.com (marked for the attention of the Company Secretary). Questions and answers received to date are set out below.
However, the Company also acknowledges the FCA’s Statement of Policy published on 8 April 2020 in which the FCA has temporarily modified the Listing Rules to address the challenges of holding general meetings during the COVID-19 pandemic. Pursuant to these modifications to the Listing Rules, the FCA may grant the Company a dispensation from holding the General Meeting if, prior to the date of the General Meeting, the Company obtains written undertakings from shareholders holding more than 50% of the Company's issued share capital confirming that they approve of the proposed transaction and would vote in favour of the Resolution at the General Meeting, if that meeting were to be held.
If the Company obtains undertakings from shareholders holding more than 50% of the Company's issued share capital prior to the date of the General Meeting such that the FCA grants the Company a dispensation from holding the General Meeting, the Company will make a regulatory announcement of this fact, in which it will be confirmed that the Company will not proceed with the General Meeting and the proposed transaction would proceed to Completion shortly after the date of that announcement.
Documents Available for Inspection
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