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 OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT.
6th July 2021
Sutton Harbour Group PLC
("Sutton Harbour" or "the Company")
Open Offer of up to 14,000,000 Open Offer Shares
at 25 pence per share to raise approximately £3.5 million
Notice of General Meeting
Sutton Harbour Group plc (AIM:SUH), is pleased to announce that it will today post a circular ("Circular") to qualifying shareholders regarding an Open Offer of up to 14,000,000 New Ordinary Shares at 25 pence ("Issue Price") to raise up to approximately £3.5 million (before expenses) conditional on the passing of the Resolutions at the General Meeting. The Issue Price is equal to the mid-market closing price of the Ordinary Shares on 2nd July 2021, being the latest practical date prior to the announcement of the Open Offer.
Qualifying Shareholders will have a Basic Entitlement of 71 Open Offer Shares for every 588 Existing Ordinary Shares held and will also have the opportunity to apply for additional shares through the Excess Application Facility.
The General Meeting, notice of which is contained in the Circular will be held at 10 a.m. on 30th July 2021 at the offices of the Company, Sutton Harbour Group plc, Guy's Quay, Sutton Harbour, Plymouth, PL4 0ES.
Capitalised terms in this announcement are as defined in that Circular.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| | 2021 |
| Record Date for entitlement to participate in the Open Offer | 6:00p.m. on 2nd July |
| Announcement of the Open Offer | 6th July |
| Dispatch of this document, the Form of Proxy and, to certain Qualifying Non-CREST Shareholders, the Application Form | 6th July |
| Ex-Entitlement Date for the Open Offer | 8:00 a.m. on 6th July |
| Basic Entitlements and Excess Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders | As soon as practicable after |
| Recommended latest time and date for requesting withdrawal of Basic Entitlements and Excess Entitlements from CREST | 4:30 p.m. on 22nd July |
| Latest time for depositing Basic Entitlements and Excess Entitlements into CREST | 3:00 p.m. on 23rd July |
| Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) | 3:00 p.m. on 26th July |
| Latest time and date for return of Forms of Proxy | 10.00 a.m. on 28th July |
| Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate) | 11:00 a.m. on 28th July |
| Record date for the General Meeting | 6.00 p.m. on 28th July |
| Time and date of General Meeting | 10.00 a.m. on 30th July |
| Results of General Meeting and Open Offer announced through RNS | 30th July |
| Admission of and dealings in Open Offer Shares expected to commence on AIM | 8:00 a.m. on 2nd August |
| Open Offer Shares in uncertificated form expected to be credited to accounts in CREST (uncertificated holders only) | 2nd August |
| Expected date of despatch of definitive share certificates for the Open Offer Shares in certificated form (certificated holders only) | Within 10 Business |
Notes:
1 The ability to participate in the Open Offer is subject to certain restrictions relating to Qualifying Shareholders with registered addresses or located or resident in countries outside the UK (particularly the Excluded Overseas Shareholders), details of which are set out in paragraph 6 of Part II of the Circular. Subject to certain exceptions, Application Forms will not be despatched to, and Open Offer Entitlements will not be credited to the stock accounts in CREST of, Shareholders with registered addresses in any of the Restricted Jurisdictions.
2 Each of the times and dates set out in the above timetable and mentioned in the Circular is subject to change by the Company (with the agreement of Arden), in which event details of the new times and dates will be notified to the London Stock Exchange and the Company will make an appropriate announcement to a Regulatory Information Service.
3 References to times in this document are to London times unless otherwise stated.
4 Different deadlines and procedures for applications may apply in certain cases. For example, if you hold your Ordinary Shares through a CREST member or other nominee, that person may set an earlier date for application and payment than the dates noted above.
5 If you require assistance please contact Computershare on 0370 707 1326. The helpline is open between 8:30 a.m. - 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
--Ends--
For further information:
| Sutton Harbour Group plc | 01752 204 186 |
| Philip Beinhaker, Executive Chairman Corey Beinhaker - Chief Operating Officer Natasha Gadsdon - Finance Director
|
|
| Arden Partners plc (Nominated Adviser) | 020 7614 5900 |
| Paul Shackleton Akhil Shah Elliot Mustoe
|
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Publication of this Announcement and availability of hard copies
A copy of this Announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Sutton Harbour's website at www.suttonharbourgroup.com by no later than 12 noon on the Business Day following the date of this Announcement.
Neither the content of Sutton Harbour's websites nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this Announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this Announcement.
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