Circ re. Disposal

26 November 2013

C.A. Sperati (The Special Agency) PLC

 ("CAS" or the "Company")

POSTING OF SHAREHOLDER CIRCULAR

Proposed cancellation of admission to the premium segment of the Official List and to

trading on the main market for listed securities of the London Stock Exchange 

Proposed Admission to trading on AIM

Proposed Disposal of the Greenwich Property

Capital Reorganisation

Adoption of New Articles

Change of Name

Subscription of the Subscription Shares at the Subscription Price

and

Notice of General Meeting

 

The Board of CAS announces that a circular relating, inter alia, to the proposed Disposal of its Greenwich Property (the "Circular"), which constitutes a Class One Circular under the Listing Rules, has been approved by the UK Listing Authority and is being posted to Shareholders today.

 

The Circular contains a Notice convening a General Meeting of Shareholders to be held at the registered office of the Company at 54 Westcombe Hill, Greenwich, London SE10 0LR, at 11.00 a.m. on 19 December 2013, at which, Shareholder approval will be sought for, inter alia, the Disposal, Capital Reorganisation, adoption of New Articles, Change of Name and Delisting and Admission.

 

The Circular will be made available for inspection, from today, during normal working hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Company at 54 Westcombe Hill, Greenwich, London SE10 0LR, until the conclusion of the GM on 19 December 2013 and for at least 15 minutes before and during the GM.  The Circular will also shortly be made available for viewing on the Company's website at www.casperatiplc.com and has been submitted to the National Storage Mechanism, where it will be available for inspection at www.hemscott.com/nsm.do.

 

The material terms of the Sale Agreement remain as notified by the Company on 7 August 2013. However, the Company is pleased to note that after taking into account indexation allowance available and expected taxable results of the current financial year, no tax will arise as a result of the Disposal.

 

Subject to Resolutions 1, 3 to 5 (inclusive) and 8 (5 and 8 of which are being proposed as special Resolutions) being passed by the Shareholders at the General Meeting, the Company intends to cancel the listing of the Ordinary Shares on the premium segment of the Official List and to remove such Ordinary Shares from trading on the Main Market and to apply for admission of the Ordinary Shares to trading on AIM.  Under the Listing Rules, a cancellation can be effected by a company after securing a special resolution (requiring at least 75 per cent. approval of those shareholders who vote) in general meeting and the expiration of a period of not less than 20 business days from the date of such shareholder approval.  The Board proposes to make application as soon as possible for the Delisting to be effected.  Accordingly, subject to the passing of Resolutions 1, 3 to 5 (inclusive) and 8 at the GM, it is anticipated that the date of the Delisting and Admission will be at 8.00 a.m. on 22 January 2014.

 

Shareholders should note that if the Disposal Resolution is not passed the Consideration will not be received by the Company, nor will the Director Facility be provided or the Subscription completed and the Company will need immediately to arrange alternative sources of finance in the absence of which it is likely to be placed into administration. Therefore, the Directors believe that it is essential that the Disposal Resolution is passed by Shareholders.

 

Appendices I to V below have been extracted without material adjustment from the Circular.  Shareholders should read these appendices in conjunction with the Circular.  The Circular should be read carefully and in its entirety before making a decision with respect to the Proposals.

 

For further information, please contact:

C.A Sperati (The Special Agency) PLC
Jason Drummond, Non-Executive Chairman	Tel: + 44 (0) 20 7148 3008
Beaumont Cornish Limited - Sponsor
Roland Cornish Emily Staples	Tel: +44 (0) 20 7628 3396

A copy of this announcement will be available at www.casperatiplc.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

Beaumont Cornish, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Sponsor to the Company and no one else in connection with the proposed Disposal, Delisting and Admission. Beaumont Cornish will not regard any person other than the Company (whether or not a recipient of this Announcement and / or the Circular) as its client in relation to the proposed Disposal, Delisting or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish or for providing advice in relation to the proposed Disposal, Delisting or Admission or any transaction, matter or arrangement referred to in this Announcement and / or the Circular. Apart from the responsibilities and liabilities, if any, which may be imposed on Beaumont Cornish by the FSMA or the regulatory regime established thereunder, Beaumont Cornish accepts no responsibility whatsoever nor makes any representation or warranty, express or implied, for or in respect of the contents of this Announcement and / or the Circular (whether information or opinions), including its accuracy, completeness or verification or for the omission of any material information. Beaumont Cornish is not responsible for the commercial assessment of the proposed Disposal, Delisting or Admission, which remains the sole responsibility of the Board.  Beaumont Cornish accordingly disclaims to the fullest extent permitted by applicable law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise be found to have in respect of this Announcement and / or the Circular or any such statement.

Important notice

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law. Accordingly, neither this Announcement (and / or the Circular) nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations.  Persons into whose possession this announcement or these documents come should inform themselves about and observe any such restrictions.  Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.  In particular, subject to certain exceptions, this Announcement (and / or the Circular)  should not be distributed, forwarded or transmitted to, or into, any jurisdiction where the extension or availability of the matters set out herein would breach any applicable law.

 

The Ordinary Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the "US Securities Act") and may not be offered, sold or delivered in, into or from the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Subject to certain exemptions, this Announcement (and / or the Circular) does not constitute an offer of Ordinary Shares to any person with a registered address, or who is resident in, the United States. There will be no public offer in the United States. Outside of the United States, the Subscription Shares are being offered in reliance on Regulation S under the US Securities Act. The Ordinary Shares will not qualify for distribution under the relevant securities laws of Australia, Canada, the Republic of Ireland, the Republic of South Africa or Japan, nor has any prospectus in relation to the Ordinary Shares been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance. Accordingly, subject to certain exemptions, the Ordinary Shares may not be offered, sold, taken up, delivered or transferred in, into or from the United States, Australia, Canada, the Republic of Ireland, the Republic of South Africa, Japan or any other jurisdiction where to do so would constitute a breach of local securities laws or regulations (each a "Restricted Jurisdiction") or to or for the account or benefit of any national, resident or citizen of a Restricted Jurisdiction. This Announcement (and / or the Circular) does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or purchase, any Ordinary Shares to any person in a Restricted Jurisdiction and is not for distribution in, into or from a Restricted Jurisdiction.

 

The Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, or any other securities commission or regulatory authority of the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Subscription Shares nor have they approved this Announcement (and / or the Circular) or confirmed the accuracy or adequacy of the information contained in this Announcement (and / or the Circular). Any representation to the contrary is a criminal offence in the US.

Forward looking statements

Certain statements in this Announcement (and / or the Circular) are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as "believe", "could", "should", "envisage", "estimate", "intend", "may", "plan", "will" or the negative of those, variations or comparable expressions, including references to assumptions. These forward looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors. A number of factors could cause actual results to differ materially from the results discussed in the forward looking statements including risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets, reliance on key personnel, uninsured and underinsured losses and other factors, many of which are beyond the control of the Company. These forward looking statements are subject to, inter alia, the risk factors described in Part II of the Circular. Although any forward looking statements contained in this Announcement (and / or the Circular) are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward looking statements.

The Company does not undertake any obligation (except as required by the Listing Rules, the Disclosure and Transparency Rules, the Rules of the London Stock Exchange and by law) to revise or update any forward looking statement contained in this Announcement (and / or the Circular), regardless of whether that statement is affected as a result of new information, future events or otherwise.

APPENDIX I

LETTER FROM THE NON-EXECUTIVE CHAIRMAN OF C.A. SPERATI (THE SPECIAL AGENCY) PLC

1.             Introduction

 

As announced on 15 April 2013, the Company entered into a conditional contract (as amended by the Supplemental Agreement announced on 7 August 2013) with Knightspur Homes Limited (a wholly owned subsidiary of Cavendish and Gloucester Properties Limited), to sell its freehold land and property based in Greenwich for a total cash consideration of £415,000. The Document provides, inter alia, details of the proposed Disposal, which is subject to Shareholder approval at the forthcoming GM. 

 

As at 30 April 2013, the value attributed to the Greenwich Property in the unaudited balance sheet of the Company (taken from the unaudited interim accounts for the six month period ended 30 April 2013) was£38,901, but it was valued, at market value in accordance with the appraisal and valuation standards issued by the Royal Institution of Chartered Surveyors, on 25 November 2013 by Angermann Goddard & Loyd, an independent valuer, at £430,000, further details of which are set out in Part IV of the Document.  The Company has agreed, subject to Shareholder approval of the Disposal Resolution, to sell the Greenwich Property to Knightspur Homes Limited, an unrelated company, for a total cash consideration of £415,000, which represents a premium of approximately 967 per cent. to the 30 April 2013 unaudited balance sheet value and a discount of approximately 3.5 per cent. to the Angermann Goddard & Loyd valuation.  As the consideration payable represents, inter alia, more than 25 per cent. of the market capitalisation of the Company, the Company is required by the Listing Rules to seek Shareholder approval of the Disposal as a class 1 transaction.  The Disposal is therefore conditional upon Shareholder approval at the GM to be held at 11.00 a.m. on 19 December 2013.

 

The Company is also taking the opportunity to seek Shareholder approval to (i) cancel the listing of the Ordinary Shares on the premium segment of the Official List and to remove such Ordinary Shares from trading on the Main Market and to apply for admission of the Ordinary Shares to trading on AIM; (ii) reorganise its share capital to be on a more appropriate basis for the size of the Company; (iii) adopt the New Articles to include certain more modern provisions including electronic communications with Shareholders and to replace the Current  Articles with the New Articles, which are more appropriate for a company admitted to AIM; (iv) simplify the Company's name; and (v) increase the Directors' authorities to allot new Ordinary Shares enabling the Company to, inter alia, raise £21,664 through the Subscription and issue the Cornhill Shares.

 

The Listing Rules require that if a company wishes to cancel its listing on the Official List then it must seek the approval of not less than 75 per cent. of its shareholders in a general meeting voting in person or by proxy. Accordingly, a special resolution is being proposed at the General Meeting to authorise the Board to cancel the listing of the Ordinary Shares on the Official List and to remove such Ordinary Shares from trading on the Main Market and to apply for admission of the Ordinary Shares to trading on AIM.

 

The Delisting and Admission are conditional, inter alia, on the approval of Shareholders to Resolutions 1, 3 to 5 (inclusive) and 8. If any of Resolutions 1, 3 to 5 (inclusive) and 8 are not approved by Shareholders at the GM, the Delisting and Admission will not proceed. Subject to, inter alia, Resolutions 1, 3 to 5 (inclusive) and 8 being approved by Shareholders, it is expected that the Ordinary Shares will be admitted to trading on AIM on or around 22 January 2014.

 

Subject to Shareholder approval of Resolutions 2, 3 and 4 (with Resolution 4 being conditional on Resolution 3 being approved), the Directors have agreed to issue 400,000 New Ordinary Shares to Cornhill Capital Limited, at 4 pence per New Ordinary Share (equivalent to 4,000 new Ordinary Shares at £4.00 per new Ordinary Share, prior to any adjustment being made in respect of the Capital Reorganisation), as full and final payment for historic broking services totalling £16,000 and the Subscription Shares to the Subscriber which will raise a total of £21,664. The Subscription is also conditional on all relevant conditions of the Subscription Agreement being satisfied, or if applicable, waived and the Disposal Resolution being approved.

 

In addition to the funds raised through the Subscription, the Directors intend to raise further funds in the market to increase the liquidity in the Ordinary Shares, to provide the Continuing Business with additional working capital for organic growth and to provide general working capital to negotiate with interested parties who may wish to make use of the Company's position as a quoted company.  In order to do this, as well as issue the Subscription Shares and the Cornhill Shares, the Directors are seeking Shareholder approval to authorise the Directors to allot new Ordinary Shares for cash at the GM.

 

The purpose of the Document is to give you details of the Proposals and explain why the Board believes such Proposals to be in the best interests of the Company and its Shareholders as a whole and has unanimously recommended that Shareholders vote in favour of the Resolutions to be proposed at the GM, notice of which is set out at the end of the Document. 

 

2.             Background to and reasons for the Disposal

CAS supplies buttons, buckles and trimmings to the clothing and allied trades and is currently listed on the premium segment of the Main Market.

As the Directors stated in the 2012 Annual Report, and subsequently in the Company's interim management statement released on 18 March 2013, they were considering the sale of the Greenwich Property to free up working capital for use by the Continuing Business. As announced on 15 April 2013, the Company entered into a conditional contract (as amended by the Supplemental Agreement announced on 7 August 2013) with the Purchaser to sell the Greenwich Property.

The consideration of £415,000 which is payable in cash as to £315,000 on Completion and a deferred payment of £100,000 on the date falling on the earlier of ten working days after the Purchaser secures planning permission authorising redevelopment of the Greenwich Property for mixed use purposes and 12 months following Completion, will (following the payment of Transaction Costs of approximately £123,436 (exclusive of recoverable VAT)) enable the Company to settle outstanding creditors of approximately £153,370 (which includes professional fees over and above the transaction costs of £66,919, accrued Directors' and former Directors' pay (inclusive of estimated employers national insurance) of £26,251 and repayment of loans (plus accrued interest thereon) due to Kevin D.G. Jackson of £60,200 (as further detailed in paragraph 4.1.3 of Part  VI of the Document)) on Completion. Of the remaining outstanding liabilities of the Company, estimated at £252,689, approximately £123,417 will be settled through the issue of Ordinary Shares (in accordance with the terms of certain material contracts as further detailed in paragraphs 4.1.4, 4.1.6 and 8 of Part VI of the Document) and £129,272 which will be due to be paid between one week and fourteen months of the GM. Of the consideration of £315,000, the Directors believe that £38,194 will be available to augment working capital of the Company. The Directors believe that the additional working capital should help the Company to increase its stock levels in order to assist in supporting the Continuing Business. The Company has been advised that after taking into account indexation allowance available and expected taxable results of the current financial year no tax arises as a result of the Disposal.

The Greenwich Property is the head office and main trading location of the Continuing Business of CAS.  The premises are also used for storage purposes. As part of the Sale Agreement it has been agreed that the Company will lease back the property for a period of six months at a rent of £1,500 per month while alternative and more suitable accommodation is secured. Given that the Company has entered into an agreement to lease the Greenwich Property from the Purchaser for six months from the date of Completion, the fact that the Greenwich Property is too large and is therefore uneconomic for CAS's present requirements and also given the Company's current requirements for additional working capital, the Directors believe that the Disposal has come at an ideal time for CAS and that the Disposal is therefore in the Company's best interests.  During the six month period when CAS will be leasing back the Greenwich Property, the Directors intend to find a more suitable premises for the Continuing Business to operate from, which is less isolated and better located for its customer base. The Directors have made preliminary enquiries into alternative premises and their enquiries have shown that there are a number of suitable potential premises from which the Continuing Business could operate once the Lease expires. Neither the Sale Agreement nor the Lease provide a mechanism for either the Company or the Purchaser to extend or renew the tenancy beyond six months from Completion. Although, at this time it is not the intention of the Board so to do, the Lease could be extended or renewed by mutual agreement between the Company and the Purchaser.

The Company has received a valuation by Angermann Goddard & Loyd dated 25 November 2013 valuing the Property at £430,000 which is included as Part IV of the Document.

 

The Company is therefore proposing, subject to Shareholder approval, to sell the Greenwich Property for the Consideration.

 

Shareholders should note that if the Disposal Resolution is not passed the Consideration will not be received by the Company, nor will the Director Facility be provided or the Subscription completed and the Company will need immediately to arrange alternative sources of finance in the absence of which it is likely to be placed into administration. Therefore, the Directors believe that it is essential that the Disposal Resolution is passed by Shareholders.

 

3.             Principal terms of the Sale Agreement

 

Under the terms of the Sale Agreement, the Company has conditionally agreed to sell the Property with full title guarantee to the Purchaser for the aggregate sum of £415,000 (as detailed below). At Completion, the Purchaser has conditionally agreed to grant a Lease of the Property to the Company for aterm of 6 months at a  rent of £18,000 per annum commencing from the date of Completion.

 

Completion of the Disposal under the Sale Agreement is conditional upon, inter alia, the passing of the Disposal Resolution, an ordinary resolution, as set out in the Notice of GM.

 

The aggregate consideration of £415,000 payable under the Sale Agreement shall be satisfied by the Purchaser as follows:

 

(1)   £315,000 to be paid at Completion; and

 

(2)   £100,000 to be paid on the earlier of ten working days after the Purchaser secures planning permission for development of the Property, or 12 months after the Completion date.

 

The deferred payment of £100,000 shall be secured by way of a fixed legal charge in favour of the Company over all the Purchaser's interests in the Property.

 

4.             Financial effects of the Disposal and the Director Facility

 

Following Completion the Company will receive the £315,000 of the total Consideration which, together with the issue of Ordinary Shares in settlement for certain liabilities (as further described in paragraphs 4.1.4, 4.1.6 and 8 of Part VI of the Document), will reduce current indebtedness and provide the Company with net cash of approximately £38,194, having paid Transaction Costs of approximately £123,436 (exclusive of recoverable VAT) and outstanding creditors of approximately £153,370.  As a result of the agreement to lease back the Greenwich Property for a period of six months the Company is obligated to pay rent of £1,500 per month which will add to its on-going overheads.

 

Otherwise, given that the Company currently owns the Greenwich Property and has no loans in relation to it and that it does not currently receive any rental income from it, beyond the receipt of the Consideration (net of Transaction Costs of approximately £123,436 (exclusive of recoverable VAT)), the on-going effects, as noted above (including the monthly rental of £1,500 payable by the Company) and the Director Facility being made available (as further detailed in this paragraph below), there should be no material financial effects on the Company as a result of the Disposal. The Company has been advised that after taking into account indexation allowance available and expected taxable results of the current financial year no tax arises as a result of the Disposal.

 

Your attention is drawn to Part III of the Document which contains an unaudited pro forma statement of net assets of the Company as at 30 April 2013 and an unaudited pro forma statement of earnings of the Company for the year ended 31 October 2012 prepared on a UK GAAP basis as if the Disposal and Admission had taken place at those respective dates and Part IV of the Document which contains a valuation report on the Property.

 

As illustrated by the unaudited pro forma statement of net assets in Part III of the Document, had the Disposal and Admission occurred on 30 April 2013, the Company's net assets attributable to Shareholders of the Company would have been £125,857 (equivalent to approximately 125.9 pence per Existing Ordinary Share (or a net liability of approximately 1.259 pence per New Ordinary Share)) as opposed to a net liability of £126,806 (equivalent to a net liability of approximately 126.8 pence per Existing Ordinary Share (or approximately 1.268 pence per New Ordinary Share)). As illustrated by the unaudited pro forma statement of earnings in Part III of the Document earnings for the year ended 31 October 2012 would have increased from a loss of £319,489 (equivalent to a loss of approximately 319.5 pence per Existing Ordinary Share (or approximately a loss of 3.195 pence per New Ordinary Share)) to a loss of £67,361 (equivalent to a loss of approximately 67.4 pence per Existing Ordinary Share (or a loss of approximately 0.674 pence per New Ordinary Share)) if the Disposal and Admission had occurred on 31 October 2012.

 

On 25 November 2013 Teather & Greenwood Ltd (a company wholly owned by Jason Drummond (a Director)) entered into an unsecured loan agreement with the Company on normal commercial terms which, conditional on the Disposal Resolution being approved by Shareholders, will provide the Company with up to a maximum principal sum of £75,000 accruing interest at the rate of 9% per annum on the monies drawn down and outstanding from time to time, with such principle and interest being repayable on 1 July 2015.  In addition and conditional on the approval of the Disposal Resolution and Resolutions 3 and 4, the Company will receive an additional £21,664 through the Subscription (further details of which are set out in paragraph 9 of Part I of the Document).

 

The Director Facility and the Subscription will provide additional working capital for the Company in order that it may be in a stronger position to fulfil its strategy.

 

5.             The Capital Reorganisation

 

The Company is taking this opportunity to reorganise its share capital to be on a more appropriate basis for its size.

 

It is proposed that each Existing Ordinary Share of 50 pence held on the Record Date will be sub-divided and reclassified into 100 New Ordinary Shares of 0.5 pence each. The Capital Reorganisation is to be effected by the passing of Resolution 2 to be proposed at the General Meeting. Immediately following approval of the Capital Reorganisation, there will be 10,000,000 New Ordinary Shares in issue.

 

On the basis of the Closing Price as at the Last Practicable Date, it is expected, all other things being equal (and excluding any the effects of the Disposal and other proposals referred to in the Document), that the market price of each New Ordinary Share immediately following the Capital Reorganisation will be approximately 4 pence.

 

Other than the change in nominal value, the New Ordinary Shares will have the same rights as the Existing Ordinary Shares. The proposed Capital Reorganisation will not affect the voting rights of the holders of Existing Ordinary Shares and will be made by reference to holdings of Existing Ordinary Shares on the register of members as at the close of business on the Record Date.

 

If you are in any doubt with regard to your current shareholding in Existing Ordinary Shares or have any queries in relation to the Capital Reorganisation then you should seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser who specialises in advising on the acquisition of shares and other securities and is duly authorised under the FSMA if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser who specialises in advising on the acquisition of shares and other securities.

 

Each holder of Existing Ordinary Shares on the Record Date will be issued with a new share certificate in respect of their New Ordinary Shares which will be despatched by 30 December 2013. Following the Capital Reorganisation existing share certificates will be worthless. All New Ordinary Shares will be held in certificated form.

 

Subject to Resolution 2 being approved by Shareholders application will be made to the UKLA to amend the Official List to reclassify the Existing Ordinary Shares as New Ordinary Shares and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the Main Market.  It is expected that trading will become effective and that dealings will commence in the New Ordinary Shares on 20 December 2013 and provided that, inter alia, Resolutions 1, 3 to 5 (inclusive) and 8 are passed will continue to trade until close on 21 January 2014 following which the New Ordinary Shares will be cancelled from the Official List and admitted to trading on AIM from 8.00 a.m. on 22 January 2014.

 

6.             Trend information

Since 31 October 2012 the continuing challenging economic climate and worldwide competition meant that the business has seen a further reduction in sales numbers. The advanced negotiations, mentioned in the Chairman's statement in the 2012 Annual Report, are no longer progressing and unfortunately did not come to fruition, therefore the anticipated increase in the sales outlook for the financial year ended 31 October 2013 is not likely to materialise. As discussed in the Company's interim management statement, announced on 19 September 2013, the customer base is well established and the Directors believe there is currently little growth in the Company's sector, with minimal new clients coming into the market. The Directors' view is that the selling prices have remained relatively static with increased pressure to keep prices low due to increasing competition. These trends have continued into the second half of the financial year with no significant changes in operating trends to date. However, following a strategic review of the Company, the Board does intend to investigate other ways in which to sell the Company's products and look to expand its customer base both in terms of the clothing and allied trades and directly to individuals via on-line sales which they anticipate will lead to an increase in sales and reduction in costs.

Recent cost reduction initiatives and a reduction in one off exceptional items of expenditure have led to a lowering of the Company's cost base, which the Directors believe should slow the decline in Shareholder value. However, the on-going commitment of being a Main Market company brings with it overhead costs which the Directors believe could be significantly reduced through the Delisting and Admission (further details of which are set out in paragraphs 10, 11 and 12 of Part I of the Document).

 

7.             Adoption of New Articles

 

Your Board is asking Shareholders to approve the adoption by the Company of the New Articles primarily for the purposes of updating certain provisions of the Company's Current Articles as well as replacing the Current Articles with the New Articles which are more appropriate for a company admitted to trading on AIM. 

 

The content of the New Articles are summarised, and an explanation of the main changes being made to the Current Articles is set out, in Part V of the Document.

 

The New Articles are available for inspection at the registered office of the Company during normal business hours on any weekday (excluding public holidays) from the date of the Document until the close of the General Meeting and at the General Meeting for at least 15 minutes prior to and during the General Meeting.

 

Your Board is therefore seeking your approval to Resolution 5, which is required to be passed at a general meeting of the Company, which approves the adoption of the New Articles, replacing the Current Articles, and confirms the removal of the Company's object clauses together with all other provisions of its memorandum of association which, by virtue of the Act, are treated as forming part of the Company's articles of association as of 1 October 2009 for the reasons explained in paragraph 2 of Section B of Part V of the Document. This Resolution will be proposed as a special resolution to adopt the New Articles and to remove the object clauses together with all other provisions of its memorandum of association which, by virtue of the Act, are treated as forming part of the Company's articles of association as of 1 October 2009.

 

Changes made to the Act by the Shareholders' Rights Regulations increase the notice period required for general meetings of the Company to 21 days, unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days.  Annual general meetings of the Company will continue to be held on at least 21 clear days' notice.

 

Your Board is therefore also seeking your approval to Resolution 6, required to be passed at a general meeting of the Company, to approve the Company being able to call general meetings, other than an annual general meeting, on 14 clear days' notice without the need to obtain Shareholder approval. This Resolution will be proposed as a special resolution to approve the holding of general meetings on 14 clear days' notice (as opposed to annual general meetings which will still require 21 clear days' notice).

                                                                                                                                    

8.             Director authorities to allot new Ordinary Shares

 

The Directors are aware that the current percentage of Existing Ordinary Shares which are held in public hands, as determined by the Listing Rules currently stands at approximately 17.74 per cent. which falls below the specified minimum requirement under the Listing Rules of 25 per cent.. The Company intends to increase the number of Ordinary Shares which are held in public hands to the specified minimum under the Listing Rules by seeking authorities to allot new Ordinary Shares for cash as set out in Resolutions 3 and 4 of the GM and below. If the Company is able to place an additional 0.2 per cent. of its current issued share capital into the hands of a number of new and existing Shareholders (which are not precluded under the Listing Rules as being counted towards the number of shares in public hands figure), having taken account of the issue of the Cornhill Shares (as further detailed in paragraph 4.1.4 of Part VI of the Document) and the issue of the Subscription Shares (as further detailed in paragraph 9 of  Part I of the Document), the number of Ordinary Shares in public hands will marginally exceed the required 25 per cent..  In addition, provided, inter alia, that Shareholders vote in favour of Resolution 8 (which is conditional on the passing of Resolutions 1 and 3 to 5 (inclusive)), the Company intends to cancel the listing of its Ordinary shares on the premium segment of the Official List, to remove such shares from trading on the Main Market and to apply for admission of the Ordinary Shares to trading on AIM where there is no specified minimum number of shares which must be held in public hands. If the relevant Resolutions required to issue the Cornhill Shares and the Subscription Shares are not approved by Shareholders at the GM and the Delisting and Admission do not proceed, it is the intention of the Board to contact its Shareholders who hold over 5 per cent. of the Existing Ordinary Shares in order to see whether they would be amenable to selling sufficient of their Ordinary Shares so as to enable the minimum requirement in public hands to be met.

 

In the event that the Disposal Resolution is approved, but any of Resolutions 3, 4, 5 or 8 are not, the Company will remain trading on the Main Market. As referred to above, the Board considers it is realistic to contact the major Shareholders to see whether they would sell or otherwise transfer sufficient of their Ordinary Shares to enable the minimum requirement of 25 per cent. in public hands to be met. However, if the Company is unable to achieve this, the Board does not consider there is any other realistic means to meet this ongoing listing requirement and therefore the Company will immediately apply for the listing of its Ordinary Shares on the premium segment of the Official List and trading on the Main Market to be cancelled in accordance with the Listing Rules.

 

The Directors intend to raise additional funds in the market to increase the number of Ordinary Shares in public hands, to increase the liquidity in the Ordinary Shares, to provide the Continuing Business with additional working capital for organic growth and to provide general working capital to negotiate with interested parties who may wish to make use of the Company's position as a quoted company. In order to do this (and in order to issue the Cornhill Shares and the Subscription Shares) Shareholder approval is being sought to authorise the Directors to allot new Ordinary Shares for cash at the GM. To this end, Shareholders will be asked to vote on two Resolutions which can be summarised as follows:

 

(1)   to authorise the Directors under section 551 of the Act to allot shares up to a maximum nominal amount of £255,000. This will give the Directors authority to allot up to a maximum of 510,000 new Existing Ordinary Shares if Resolution 2 is not passed, or 51,000,000 New Ordinary Shares if Resolution 2 is passed (representing approximately 510 per cent. of the existing issued share capital of the Company). This Resolution will expire on the fifth anniversary of its passing. This Resolution will be proposed as an ordinary resolution and is not conditional on any other Resolution being passed; and

 

(2)   to disapply the pre-emption rights provisions of section 561 of the Act in respect of any allotments made pursuant to sub-paragraph (1) above. This authority will expire at the same time as the authority conferred by (1) above. This Resolution will be proposed as a special resolution and is conditional on the Resolution described in (1) above being passed.

 

Subject to Shareholder approval of Resolutions 2, 3 and 4 as set out in the Notice of GM, the Directors have agreed to issue 400,000 New Ordinary Shares to Cornhill Capital Limited, at 4 pence per New Ordinary Share (equivalent to 4,000 new Ordinary Shares at £4.00 per new Ordinary Share, prior to any adjustment being made in respect of the Capital Reorganisation) as full and final payment for historic broking services totalling £16,000 and, provided the Disposal Resolution is also approved, the Subscription Shares.

 

 

9.             The Subscription

 

Background to and reasons for the Subscription

 

As detailed in paragraph 8 of Part I of the Document, under the Listing Rules, the Company is required to have a minimum of 25 per cent. of its Ordinary Shares held in public hands. By issuing the Subscription Shares (and the Cornhill Shares) the Company is able to increase the percentage of its Ordinary Shares held in public hands to approximately 24.8 per cent., a percentage much closer to the specified minimum which the Company hopes to achieve in due course.

 

In addition, and as set out in paragraphs 2 and 14 of Part I of the Document, the Company is in need of additional working capital in order to pay outstanding creditors and to achieve its strategy.

 

Information on the Subscription

 

The Company has conditionally raised gross proceeds of £21,664 by way of a subscription of 5,416 new Ordinary Shares, prior to any adjustment made in respect of the Capital Reorganisation, (equivalent to 541,600 New Ordinary Shares) at the Subscription Price. The Subscription Shares represent 5.42 per cent. of the Company's issued share capital as at the Last Practicable Date. The Subscription Shares will represent approximately 4.95 per cent. of the enlarged issued share capital of the Company as enlarged by the Subscription Shares and the Cornhill Shares. The Subscription Price represents the Closing Price of £4.00 per new Ordinary Share, prior to any adjustments made in respect of the Capital Reorganisation (or £0.04 per New Ordinary Share) as at the Last Practicable Date.

 

On Admission, existing Shareholders will suffer an immediate dilution of 5.42 per cent. of their interests in the Company as a result of the Subscription.

 

In connection with the Subscription, the Company has entered into the Subscription Agreement.

 

The Subscription is conditional, inter alia, on:

·      the passing of Resolutions 1, 3 and 4;

·      the conditions in the Subscription Agreement being satisfied or (if applicable) waived and the Subscription Agreement not having been terminated in accordance with its terms prior to admission of the Subscription Shares to trading on the Man Market; and

·      admission to the Main Market becoming effective by no later than 8.00 a.m. on 20 December 2013 (or such later time and/or date, as the Company may agree).

 

The Subscription Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after admission of the Subscription Shares to trading on the Main Market in respect of Existing Ordinary Shares and will otherwise rank on admission to the Main Market pari passu in all respects with the Existing Ordinary Shares. The Subscription Shares are not being made available to the public and are not being offered or sold in any Restricted Jurisdiction or any jurisdiction where it would be unlawful to do so.

 

Subject to Resolutions 1, 3 and 4 being approved by Shareholders, application will be made to the London Stock Exchange for the Subscription Shares to be admitted to trading on the Main Market and subject to Resolutions 2, 3 and 4 being approved by Shareholders, application will be made to the London Stock Exchange for the Cornhill Shares to be admitted to trading on the Main Market.  It is expected that such trading will become effective and that dealings will commence on 20 December 2013 and provided that, inter alia, Resolutions 5 and 8 are passed will continue to trade until close on 21 January 2014 following which the Ordinary Shares (including the Subscription Shares and the Cornhill Shares) will be cancelled from the Official List and admitted to trading on AIM from 8.00 a.m. on 22 January 2014.

 

Use of proceeds

 

The proceeds of the Subscription will be used towards the payment of outstanding creditors of the Company.

 

 

10.          Background to and reasons for the Delisting and move to AIM

 

The Board believes that a move to AIM will provide a market and environment more suited to the Company's current size and strategic intent to enhance Shareholder value by organic growth and acquisitive activity in the textile and clothing market. It will also simplify the on-going administrative and regulatory requirements of the Company. The Delisting and Admission will offer greater flexibility to the Company, particularly with regard to corporate transactions, and should therefore enable the Company to execute certain transactions more quickly and cost effectively when compared to the requirements of the Official List. Given the Company's strategy, the Board believes that the move is likely to be of benefit to the Company going forward.

 

AIM will provide Shareholders with a market on which to trade their Ordinary Shares whilst, in the Directors opinion, providing the Company with continued and arguably improved access to equity capital, including the ability to improve future liquidity for the benefit of all Shareholders.  Importantly, as a Main Market Company and due to its size and current market capitalisation, the Company is currently unable to raise sufficient funds in the market to grow either organically or by acquisition without having to publish a prospectus under the Prospectus Rules, an exercise which, without raising funds it cannot afford to do. Provided that Shareholders approve Resolutions 3 and 4, the Directors will be in a stronger position to raise equity finance without the requirement to publish a prospectus.  The Directors anticipate that raising equity finance will also help to increase liquidity though placing more Ordinary Shares into public hands.

 

If the Disposal Resolution or any of Resolutions 3 to 5 (inclusive) (on which Resolution 8 is conditional) or Resolution 8 are not approved by Shareholders the Company will not be able to effect the Delisting and move to AIM.  In the situation where the Company is unable to proceed with the Delisting and Admission, but where the Disposal Resolution is approved, the Company intends to continue to execute its stated strategy (as further detailed in paragraph 14 of Part I of the Document) to the extent that it can at a much slower pace due to its inability to raise equity finance. Growth and general trading of the Company will be more difficult in the absence of a move to AIM due to the lesser competitive position of the Company when seeking to agree acquisitive deals or raise equity finance, compared to operating with an AIM quotation and the ability to raise equity finance without the need to produce a Prospectus. The Board believes that remaining as a Main Market company would significantly slow the rate at which the Company can deliver enhanced value to Shareholders.

 

11.          Details of the Delisting and move to AIM

 

In order to effect the Delisting and Admission, the Company will require, inter alia, Shareholder approval of Resolutions 1, 3 to 5 (inclusive) and Resolution 8 at the General Meeting. Resolution 8, which, in conjunction with all the other Resolutions to be proposed at the GM, is set out in the Notice of the General Meeting at the end of the Document, will authorise the Board to cancel the listing of Ordinary Shares on the Official List, remove such Ordinary Shares from trading on the Main Market and to apply for admission of the Ordinary Shares to trading on AIM.

 

Conditional on, inter alia, Resolutions 1, 3 to 5 (inclusive) and 8 being approved at the General Meeting the Company will apply to cancel the listing of Ordinary Shares on the Official List and to trading on the Main Market and give 20 Business Days' notice of its intention to seek admission to trading on AIM under AIM's streamlined process for companies that have had their securities traded on an AIM Designated Market (which includes the Official List).

 

Subject to confirmation, it is anticipated that:

-       the last day of dealings in the Ordinary Shares on the Main Market will be 21 January 2014.

-       Cancellation of the listing of Ordinary Shares on the Official List will take effect at 8.00 a.m. on 22 January 2014, being not less than 20 Business Days from the General Meeting; and

-       Admission is expected to take place, and dealings in Ordinary Shares will commence on AIM, at 8.00 a.m. on 22 January 2014.

 

As the Ordinary Shares are currently listed on the premium segment of the Official List, the AIM Rules do not require an admission document to be published by the Company in connection with the Company's admission to trading on AIM. However, subject to, inter alia, the passing of Resolutions 1, 3 to 5 (inclusive) and 8 at the General Meeting, the Company will publish an announcement which complies with the requirements of Schedule One to the AIM Rules comprising information required to be disclosed by companies transferring their securities from the Official List, as an AIM Designated Market, to AIM.

 

12.          Consequences of the move to AIM

 

Following Admission, the Company will be subject to the AIM Rules. Shareholders should note that AIM is self-regulated and the protections afforded to investors in AIM companies are less rigorous than those afforded to investors in companies listed on the premium segment of the Official List.

 

While for the most part the obligations of a company whose shares are traded on AIM are similar to those of companies whose shares are listed on the premium segment of the Official List, there are certain exceptions, including those referred to below:-

 

· Under the AIM Rules, prior shareholder approval is only required for: (i) reverse takeovers (being an acquisition or acquisitions in a twelve month period which would: (a) exceed 100 per cent. in various class tests; or (b) result in a fundamental change to the Company's business, board or voting control); or (ii) disposals which, when aggregated with any other disposals over the previous twelve months, would result in a fundamental change of business (being disposals that exceed 75 per cent. in various class tests). Under the Listing Rules, a more extensive range of transactions, including certain related party transactions, are conditional on shareholder approval and require publication of a detailed circular.

 

· There is no requirement under the AIM Rules for a prospectus or an admission document to be published for further issues of securities to institutional investors, except when seeking admission for a new class of securities or as otherwise required by law.

 

· Unlike the Listing Rules, the AIM Rules do not specify any required structures or discount limits in relation to further issues of securities.

 

· Compliance with the UK Corporate Governance Code is not mandatory for companies whose shares are admitted to trading on AIM. If Admission occurs, the Company will have regard to the QCA Guidelines on corporate governance and will review its corporate governance procedures from time to time having regard to the size, nature and resources of the Company to ensure such procedures are appropriate (further details of the Company's intentions regarding its corporate governance procedures are set out in paragraph 13 of Part I of the Document).

 

· The ABI Guidelines, which provide guidance on issues such as executive compensation and share-based remuneration, corporate governance, share capital management and the issue and allotment of shares on a pre-emptive or non-pre-emptive basis, do not directly apply to companies whose shares are admitted to trading on AIM.

 

· The AIM Rules require that AIM companies retain a nominated adviser and broker at all times. The nominated adviser has ongoing responsibilities to both the Company and the London Stock Exchange.

 

· There is no specified requirement for a minimum number of shares in an AIM company to be held in public hands, whereas a company listed on the Official List has to maintain a minimum of 25 per cent. of its issued ordinary share capital in public hands.

 

· Save in respect of Chapter 5 which relates to significant shareholder notifications, the Disclosure and Transparency Rules will no longer apply to the Company. This is because AIM is not a regulated market for the purposes of the European Union's directives relating to securities.

 

· Companies whose shares trade on AIM are deemed to be unlisted for the purposes of certain areas of UK taxation. Following the Delisting and Admission, individuals who hold Ordinary Shares may, provided that the two years holding period is satisfied, therefore be eligible for certain inheritance tax benefits. Shareholders and prospective investors should consult their own professional advisers on whether an investment in an AIM security is suitable for them, or whether the tax benefit referred to above may be available to them.

 

· The cancellation may have implications for Shareholders holding shares in a Self-Invested Personal Pension (SIPP). For example, shares in unlisted companies may not qualify for certain SIPPs under the terms of that SIPP. Shareholders holding shares in a SIPP should therefore consult with their SIPP provider immediately.

 

The comments on the tax implications described in the Document are based on the Directors' current understanding of tax law and practice, are not tailored to any individual circumstances and are primarily directed at individuals who are UK resident and domiciled. Tax rules can change and the precise tax implications for you will depend on your particular circumstances. If you are in any doubt as to your tax position, you should consult your own independent professional adviser.

 

Share certificates representing Ordinary Shares held in certificated form will continue to be valid and no new certificates will be issued in respect of such Ordinary Shares following a move to AIM.

 

In addition, the City Code on Takeovers and Mergers will continue to apply to the Company following Admission.

 

13.          Corporate Governance

 

As set out in the 2012 Annual Report the Company does not currently have an audit committee or a remuneration committee. On approval by Shareholders of Resolutions 1, 3 to 5 (inclusive) and 8 and prior to its anticipated move to AIM, the Board intends to review its internal corporate governance procedures and establish financial controls and reporting procedures which are considered appropriate given the size and structure of the Company, including the establishment of audit, remuneration and AIM Rules compliance committees. These controls will be reviewed in the light of any acquisition or significant growth of the Company's operations and business and adjusted accordingly.

 

The Directors propose, so far as is practicable given the Company's size and nature, to comply with the QCA Guidelines. However, at present, due to the size of the Company, the Directors acknowledge that adherence to certain other provisions of the QCA Guidelines, may be delayed until such time as the Company is able to more fully adopt them.

 

The Company intends to hold timely board meetings as issues arise which require the attention of the Board. The Board will continue to be responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It will continue to be the Directors' responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company, on behalf of the Shareholders, to whom they are accountable. The primary duty of the Directors will continue to be to act in the best interests of the Company at all times. The Board also intends to addresses issues relating to internal control and the Company's approach to risk management and will formally adopt an anti-corruption and bribery policy.

 

The Directors intend to establish a remuneration committee, an audit committee and an AIM Rules compliance committee with formally delegated duties and responsibilities. Due to the size of the Company, questions of risk management will be assessed by the entire Board.

 

Audit Committee

The audit committee, which will comprises the Finance Director and a Non-Executive Director, will have the primary responsibility for monitoring the quality of internal control and will ensure that the financial performance of the Company is properly measured and reported on and will review reports from the Company's auditors relating to the Company's accounting and internal controls. The committee will also be responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported. The audit committee will meet not less than four times a year.

 

Remuneration Committee

The remuneration committee, which will comprise the Finance Director and a Non-Executive Director, is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company.

 

AIM Rules Compliance Committee

An AIM Rules Compliance Committee will be established by the Company, which will comprise the Finance Director and a Non-Executive Director and at all times must comprise at least two Directors and will be responsible for ensuring that the nominated adviser and the Company maintain regular contact. The AIM Rules Compliance Committee will be given power and authority to perform, execute, deliver and/or issue all things which the AIM Rules Compliance Committee considers necessary or expedient in connection with the Admission and the Ordinary Shares trading on AIM, or any matter incidental thereto.

 

Share dealing code

The Company will adopt a share dealing code of Directors' dealings appropriate for a company whose shares are admitted to trading on AIM and will take all reasonable steps to ensure compliance by the Directors and any relevant individuals. The share dealing code will prevent the Directors and applicable employees from dealing in Ordinary Shares during close periods in accordance with Rule 21 of the AIM Rules for Companies.

 

14.          Current trading, prospects and strategy of the Continuing Company

The Board's expectations for the year ended 31 October 2013 remain in line with those set out in the Company's interim management statement announced on 19 September 2013, and the Company is currently trading in line with the Board's expectations.

CAS reported in its interim management statement, announced on 19 September 2013, that "the global economic slump continues to have a knock on effect on the demand for the Company's products and as a result the Directors are intent on taking the business in a different direction and are in early stage negotiations with interested parties who may wish to make use of the Company's position as a listed company."

Since the appointment of Jason Drummond to the Board, the Board has conducted a strategic review of the Company and the market in which it operates and has concluded that there are a number of ways in which the Company can be grown organically as well as by acquisition. As such, the Board intends to investigate other ways in which to sell their products and look to expand their customer base both in terms of the clothing and allied trades and directly to individuals via on-line sales.  This strategy will include an emphasis on the Company's authentic British heritage. In relation to its acquisition strategy, the Board intends to negotiate with interested parties who may wish to make use of the Company's position as a quoted company. The Board does however, firmly believe that the Company will be in a better position to exploit such acquisition opportunities as a result of a move to AIM for the reasons set out in paragraph 10 of Part I of the Document.

15.          Change of Name

 

It is proposed that the name of the Company is changed to C A Sperati plc as a simplification of its current name.

 

16.          General Meeting

 

The Notice of GM, set out at the end of the Document, convenes a GM of the Company to be held at the registered office of the Company, 54 Westcombe Hill, Greenwich, London SE10 0LR, at 11.00 a.m. on 19 December 2013.

 

At the GM, the Resolutions, which are set out in full in the Notice of GM, will be proposed. 

 

17.          Action to be taken

 

Shareholders will find enclosed with the Document a Form of Proxy for use at the GM.  

 

Whether or not you intend to be present at the GM, you are asked to complete, sign and return the Form of Proxy to the Company Secretary (whose address is 54 Westcombe Hill, Greenwich, London SE10 0LR) as soon as possible but, in any event, so as to arrive no later than 11.00 a.m. on 17 December 2013.  

 

The completion and return of a Form of Proxy will not preclude you from attending the GM and voting in person should you wish to do so.  Accordingly, whether or not you intend to attend the GM in person, you are urged to complete and return the Form of Proxy as soon as possible.

 

18.          Further Information

 

Your attention is drawn to the additional information set out in Parts II to VI of the Document. You are advised to read the whole of the Document and not merely rely on the key or summarised information in this letter.

 

19.          Working Capital

 

The Company is of the opinion that the working capital available to the Continuing Company will, following Completion, be sufficient for its present requirements that is for at least 12 months following the date of the Document.                   

 

If the Disposal does not complete, the Director Facility is not put in place and the Subscription does not proceed, on the date of the GM the Company will have a negative cash balance of approximately £255,182, having taken into account the payment of immediate liabilities of approximately £371,699, of which approximately £248,282 (which includes the Disposal costs of approximately £94,912 (exclusive of recoverable VAT)) must be paid in cash, with the remaining £123,417 being settled through the issue of Ordinary Shares (in accordance with the terms of certain material contracts as further detailed in paragraphs 4.1.4, 4.1.6 and 8 of Part VI of the Document).  In addition the Company has liabilities of approximately £129,272 which will be paid between one week and fourteen months of the GM. Thus there would be an immediate funding requirement of approximately £255,182 on the date of the GM, and a total funding shortfall over the fourteen month period following the GM of approximately £384,454. If certain creditors who have agreed to have their debt settled in Ordinary Shares, subject to Completion, withdraw their offer due to the Disposal not completing, the additional liability of £123,417 would be payable in cash on the date of the GM leading to these liabilities becoming payable within seven days of the GM and a total funding requirement of approximately £507,871 within fourteen months of the GM.

 

If the Disposal does not complete, the Director Facility is not put in place and the Subscription does not proceed, the Company will not be in a position, following the GM, to settle all its liabilities as they fall due and would need immediately to arrange alternative sources of finance in the absence of which the Company is likely to be placed into administration. In this situation, and even on the basis that Shareholders approve Resolutions 3 and 4 at the GM, the Directors do not believe that the Company has a realistic chance of raising sufficient alternative sources of finance within a timeframe likely to be required by outstanding creditors. While the Company seeks to arrange alternative sources of finance it would be dependent on the forbearance of its creditors to continue trading.  The Directors have held initial discussions with the Company's creditors in relation to deferring payments due until such time as the Company's working capital would permit, however the view held by creditors and the Board is that in the absence of Completion and therefore in the absence of the Director Facility, the only realistic option would be to place the Company into administration. Therefore the chances of deferment of liabilities by creditors is low  and as at the date of the Document there are no legally binding agreements in place to defer such liabilities.

 

If the Disposal Resolution is not approved by Shareholders the Board would consider the possibility of a fundraising, through either debt or equity. However, without the deferment of liabilities by its creditors, the Board believes that it is unlikely that there will be sufficient time for these options to be successfully concluded. Furthermore, the Board believes that there are limited funding options available to the Company given the poor trading history of the Company, the lack of assets on which funds can be secured and the cost implications of raising sufficient equity for a company with its ordinary shares traded on the Main Market of the London Stock Exchange which has a market capitalisation under £500,000, such as CAS.

 

In the event that the Disposal Resolution is not approved, the Disposal does not complete, creditors do not agree to defer liabilities due and alternative funding is not forthcoming, it is the Board's intention to wind up the Company using the proceeds to pay outstanding liabilities to the extent that it can.

 

In summary, if the Disposal Resolution is not passed the Consideration will not be received by the Company, the Subscription will not proceed and the Director Facility will not be provided and the Company will need to defer payments to all of its creditors to provide time to arrange alternative sources of finance, in the absence of which it is likely to be placed into administration.

 

In the event that the Disposal Resolution is not passed and the Company is to be placed into administration, it is the Company's intention to apply for the listing of its Ordinary Shares on the premium segment of the Official List and trading on the Main Market to be cancelled in accordance with the Listing Rules. In the event of an administration such cancellation will not be subject to Shareholder approval or a 20 Business Day trade out period.

 

Your attention is drawn to paragraph 20 of Part I of the Document which contains the recommendation from the Board and the importance of the vote.

 

20.          Recommendation and importance of the vote

 

The Board believes that the Proposals are in the best interests of the Company and its Shareholders as a whole and unanimously recommends that Shareholders vote in favour of the Resolutions as the Directors intend to do in respect of their own shareholdings amounting in aggregate to 14,010 Existing Ordinary Shares representing approximately 14.01 per cent. of the Company's existing issued share capital.

 

Shareholders should note that if the Disposal Resolution is not passed the Consideration will not be received by the Company, nor will the Director Facility be provided or the Subscription completed and the Company will need immediately to arrange alternative sources of finance, in the absence of which it is likely to be placed into administration. Therefore, the Directors believe that it is essential that the Disposal Resolution is passed by Shareholders.

 

In the event that the Disposal Resolution is approved, but any of Resolutions 3, 4, 5 or 8 are not, the Company will remain trading on the Main Market As referred to in paragraph 8 of this Part I, the Board considers it is realistic to contact the major Shareholders to see whether they would sell or otherwise transfer sufficient of their Ordinary Shares to enable the minimum requirement of 25 per cent. in public hands to be met. However, if the Company is unable to achieve this, the Board does not consider there is any other realistic means to meet this ongoing listing requirement and therefore the Company will immediately apply for the listing of its Ordinary Shares on the premium segment of the Official List and trading on the Main Market to be cancelled in accordance with the Listing Rules.

 

In the event that the Disposal Resolution is not passed and the Company is to be placed into administration, it is the Company's intention to apply for the listing of its Ordinary Shares on the premium segment of the Official List and trading on the Main Market to be cancelled in accordance with the Listing Rules. In the event of an administration such cancellation will not be subject to Shareholder approval or a 20 Business Day trade out period.

 

APPENDIX II

UNAUDITED PRO FORMA STATEMENT OF NET ASSETS AND EARNING

Set out below is an unaudited pro forma statement of net assets of the Company as at 30 April 2013 and an unaudited pro forma statement of earnings for the year ended 31 October 2012 (together the "Pro Forma Financial Information"). The Pro Forma Financial Information has been prepared on the basis set out in the notes below to illustrate the effect of the Disposal and Admission on the net assets of the Company had the Disposal and Admission occurred on 30 April 2013 and the earnings of the Company had the Disposal and Admission occurred on 31 October 2012. It has been prepared for illustrative purposes only. Because of its nature, the Pro Forma Financial Information addresses a hypothetical situation and, therefore, does not represent the Company's actual financial position or results. It is based on the schedules used in preparing the unaudited balance sheet and profit and loss account of the Company. 

 

Shareholders should read the whole of the Document and not rely solely on the summarised financial information contained in Section A of Part III (Unaudited Pro Forma Statements of Net Assets and Earnings) of the Document.

 

The report on the unaudited pro forma statements of net assets and earnings is set out in Section B of Part III (Accountants' Report on the Unaudited Pro Forma Statements of Net Assets and Earnings) of the Document.

 

 

UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF C.A. SPERATI (THE SPECIAL AGENCY) PLC

 

 

	Net assets as at 30 April 2013	Disposal of Freehold Property and Admission	Unaudited pro  forma adjusted  net assets of Company after
	(Note 1)	(Note 2)	the Disposal and Admission
	£	£	£
Fixed Assets
Tangible assets	54,779	(38,901)	15,878
Current Assets
Stocks	57,495	-	57,495
Debtors	37,170	100,000	137,170
Cash at bank and in hand	3,408	38,194	41,602
Total Current Assets	98,073	138,194	236,267
Creditors
Amounts falling due within one year	(279,658)	153,370	(126,288)
Net Current (Liabilities)/Assets	(181,585)	291,564	109,979
Total Assets Less Current Liabilities	(126,806)	252,663	125,857
Provision for liabilities	-	-	-
Net (Liabilities) / Assets	(126,806)	252,663	125,857

 

 

 

 

UNAUDITED PRO FORMA STATEMENT OF EARNINGS OF C.A. SPERATI (THE SPECIAL AGENCY) PLC

	Company earnings for the year ended 31 October 2012	Disposal of Freehold Property and Admission	Unaudited pro forma earnings for the Company after the Disposal and Admission
	(Note 4)	(Note 3)
	£	£	£
Turnover	211,965	-	211,965
Cost of sales	(113,416)	-	(113,416)
Gross Profit	98,549	-	98,549
Administrative expenses	(420,888)	-	(420,888)
Operating Loss	(322,339)	-	(322,339)
Other operating income	2,850	252,128	254,978
Profit / (Loss) on ordinary activities before taxation	(319,489)	252,128	(67,361)
Taxation	-	-	-
Profit / (Loss) on ordinary activities after taxation	(319,489)	252,128	(67,361)

 

Notes

The Pro Forma Financial Information has been prepared on the following basis:

 

1.      The financial information relating to the Company has been extracted without material adjustment from the unaudited financial statements of the Company as at 30 April 2013.

 

2.      On the anticipated date of Completion, being 19 December 2013, the Company will dispose of the freehold property for a total consideration of £415,000.  An adjustment has been made to reflect the Disposal as if it had taken place on 30 April 2013.  An adjustment has also been made to reflect the Admission as if it had taken place on 30 April 2013. The Disposal and Admission adjustments consist of the following items:

 

a.     Recognition of proceeds of £415,000, being £315,000 cash and deferred payment of £100,000 on the date falling on the earlier of ten working days after the Purchaser secures planning permission authorising redevelopment of the Greenwich Property for mixed use purposes and 12 months following Completion.

b.     Estimated Transaction Costs of £123,436 (exclusive of recoverable VAT).

c.     As the tax arising on the disposal of the property is £nil, no adjustment has been made. This has been calculated after taking into account indexation allowance available and expected taxable results of the current financial year.

d.     Payment in cash of £153,370 to outstanding creditors of the Company.

e.     Recognition of £38,194 of additional working capital available to the Company from the £315,000 cash received after the settlement of Transaction Costs of approximately £123,436 (exclusive of recoverable VAT) and outstanding creditors of £153,370 in cash.

 

3.      An adjustment has been made to reflect the effect of the Disposal and Admission on earnings as if it had taken place on 31 October 2012.  The Disposal and Admission adjustments consist of recognition of gain on disposal of £252,128, being the consideration of £415,000 less estimated Transaction Costs of £123,436 (exclusive of recoverable VAT) less the book value of the Property as at 31 October 2012 being £39,436.

 

4.      The financial information relating to the Company has been extracted without material adjustment from the audited financial statements of the Company as at 31 October 2012.

 

5.      No other adjustments have been made to reflect the trading or other transactions of the Company since 30 April 2013 in relation to the unaudited pro forma statement of net assets and since the 31 October 2013 in relation to the unaudited pro forma statement of earnings.

 

6.      The pro forma statements of net assets and earnings do not constitute financial statements.

 

7.      None of the adjustments above are expected to have a continuing impact on the Company.

 

APPENDIX III

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event

Date

Publication of the Document	26 November 2013
Latest time and date for receipt of Forms of Proxy	11.00 a.m. on 17 December 2013
General Meeting	11.00 a.m. on 19 December 2013
Record Date	5.00 p.m. on 19 December 2013
Expected date of Completion	19 December 2013
Admission effective and dealings in the new Ordinary Shares commence on the Main Market (being the Ordinary Shares reclassified as a result of the Capital Reorganisation (provided that Resolution 2 is approved) and the Cornhill Shares (provided that Resolutions 2, 3 and 4 are approved) and the Subscription Shares (provided that Resolutions 1, 3 and 4 are approved))	8.00 a.m. on 20 December 2013
Despatch of definitive certificates for the New Ordinary Shares, the Cornhill Shares and the Subscription Shares	30 December 2013
Last day of dealings in Ordinary Shares on the Main Market (subject to confirmation)	21 January 2014
Cancellation of listing of Ordinary Shares on the Official List (subject to confirmation)	8.00 a.m. on 22 January 2014
Admission and commencement of dealings in the Ordinary Shares on AIM (subject to confirmation)	8.00 a.m. on 22 January 2014
(1)   All times shown are London times unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or dates above change the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.   (2)   If the General Meeting is adjourned, the latest time and date for receipt of Forms of Proxy for the adjourned meeting will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.   (3)   The cancellation of listing of the Ordinary Shares on the Official List and the admission and commencement of dealings in the Ordinary Shares on AIM are conditional on, inter alia, the passing of Resolutions 1 and 3 to 5 (inclusive) and Resolution 8 at the General Meeting.

APPENDIX IV

CAPITAL REORGANISATION AND SUBSCRIPTION STATISTICS

Number of Existing Ordinary Shares	100,000
Number of New Ordinary Shares (excluding the Cornhill Shares and the Subscription Shares)	10,000,000
Number of Cornhill Shares (assuming the Capital Reorganisation is approved)   Number of Subscription Shares (assuming the Capital Reorganisation is approved)   Number of New Ordinary Shares in issue immediately following the Capital Reorganisation, the Subscription and issue of the Cornhill Shares	400,000   541,600   10,941,600
Subscription Shares and Cornhill Shares as a percentage of the enlarged issued share capital	8.61 per cent.
Gross proceeds of the Subscription	£21,664
Market capitalisation of the Company at the Subscription Price immediately following completion of the Capital Reorganisation, the Subscription and issue of the Cornhill Shares	£437,664
ISIN - Existing Ordinary Shares	GB0008338088
ISIN - New Ordinary Shares	GB00BG48FB77

 

APPENDIX V

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

"£"	refers to the lawful currency of the UK;
"2012 Annual Report"	the Company's annual report and accounts for the financial year ended 31 October 2012;
"ABI Guidelines"	the guidelines issued by the Association of British Insurers and other members of the Institutional Shareholders Committee, from time to time;
"Act"	the Companies Act 2006;
"Admission"	the proposed admission of the issued and to be issued Ordinary Shares to trading on AIM which is subject to, inter alia, the passing of Resolutions 1,3,4,5 and 8;
"AIM Designated Market"	a market whose name appears on the latest publication by the London Stock Exchange of the document entitled "The AIM Designated Market Route";
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange from time to time;
"Beaumont Cornish"	Beaumont Cornish Limited, a firm authorised and regulated by the FCA and approved by the UKLA to act as a Sponsor to the Document in accordance with the Listing Rules;
"Board" or "Directors"	the directors of the Company, as at the date of the Document, whose names are set out on page 6 of the Document;
"Business Day"	any day (other than a Saturday, Sunday or a public holiday) on which banks are generally open in the City of London for the transaction of normal banking business;
"Capital Reorganisation"	the proposed reorganisation of the share capital of the Company, details of which are set out in paragraph 5 of Part I of the Document;
"certificated" or "in certificated form"	a share or other security not held in uncertificated form;
"Change of Name"	the proposed change of name of the Company to C A Sperati plc;
"City Code"	The City Code on Takeovers and Mergers;
"Closing Price"	the closing middle market quotation of an Ordinary Share as derived from the Daily Official List of the London Stock Exchange;
"Company" or "CAS"	C.A. Sperati (The Special Agency) PLC;
"Completion"	completion of the Disposal in accordance with the terms of the Sale Agreement;
"Continuing Business"	the business of CAS being the sale and distribution of buttons, buckles and trimmings;
"Continuing Company"	the Company following Completion;
"Consideration"	the consideration payable by the Purchaser to the Company in relation to the Disposal being £415,000 in cash, payable as to £315,000 on Completion and a deferred payment of £100,000 on the date falling on the earlier of ten working days after the Purchaser secures planning permission authorising redevelopment of the Greenwich Property for mixed use purposes and 12 months following Completion;
"Cornhill Shares"	the 400,000 New Ordinary Shares to be issued to Cornhill Capital Limited at £4.00 per new Ordinary Share as full and final payment for historic broking services totalling £16,000 as further described in paragraph 4.1.4 of Part VI of the Document;
"CREST"	the computerised settlement system to facilitate the transfer of title to shares in uncertificated form operated by Euroclear UK & Ireland Limited;
"Crest Regulations"	the Uncertificated Securities Regulations 2001 (as amended) (SI 2001 No. 3755) and the Companies (Uncertificated Securities) (Jersey) Order 1999 (as amended);
"Current Articles"	the existing articles of association of the Company at the date of the Document;
"Delisting"	the proposed cancellation of the listing of the Ordinary Shares on the Official List and from trading on the Main Market;
"Director Facility"	an agreement dated 25 November 2013 relating to (i) an unsecured loan by Teather & Greenwood Ltd (a company wholly owned by Jason Drummond (a Director)) to the Company of up to a maximum principal sum of £75,000 accruing interest at the rate of 9% per annum on the monies drawn down and outstanding from time to time, with such  principle and interest being repayable on 1 July  2015 and (ii) an arrangement fee of £25,000 conditional on Admission, payable by the Company to Jason Drummond to be satisfied by the issue of new Ordinary Shares, at a price of £4 per such share (or, instead, following the Capital Reorganisation, the issue of New Ordinary Shares at a price of 4 pence per such New Ordinary Share) and which is conditional on approval of the Disposal Resolution;
"Disclosure and Transparency Rules"	the disclosure rules and transparency rules made by the FCA in exercise of its functions as competent authority pursuant to Part VI of FSMA as amended from time to time;
"Disposal Resolution"	the resolution to be proposed at the General Meeting to approve the Disposal;
"Disposal"	the proposed sale of the Property in accordance with the terms of the Sale Agreement;
"Document"	the document to be posted to Shareholders, by the Company, dated 26 November 2013, containing, inter alia, details of the Proposals;
"Existing Ordinary Shares"	the 100,000 ordinary shares of 50 pence each in the capital of the Company as at the date of the Document;
"Form of Proxy"	the form of proxy enclosed with the Document for use by Shareholders in connection with the General Meeting;
"FCA" or "Financial Conduct Authority"	the Financial Conduct Authority (and its predecessor, the Financial Services Authority) in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of admission to the premium segment of the Official List;
"FSMA"	the Financial Services and Markets Act 2000 and all regulations promulgated thereunder, as amended from time to time;
"General Meeting" or "GM"	the general meeting to be held on 19 December 2013 at 11.00 a.m., or any adjournment of that meeting, notice of which is set out at the end of the Document;
"HMRC"	Her Majesty's Revenue and Customs;
"ISIN"	International Securities Identification Number;
"Last Practicable Date"	25 November 2013, being the last practicable date prior to the publication of the Document;
"Lease"	the agreement between (1) the Purchaser and (2) the Company relating to the lease of the Property to be entered into from Completion, as set out in the Principal Agreement;
"Listing Rules"	the listing rules made by the FCA in exercise of its functions as competent authority pursuant to Part VI of FSMA, as amended from time to time;
"London Stock Exchange"	London Stock Exchange plc;
"Main Market"	the market for Officially Listed securities operated by the London Stock Exchange;
"Net Cash Proceeds"	the net cash proceeds of the Disposal and Admission being £291,564;
"New Articles"	the new articles of association proposed to be adopted by the Company as further detailed in paragraph 7 of Part 1 of the Document and Part V of the Document;
"New Ordinary Shares"	the ordinary shares of 0.5 pence each in the capital of the Company arising as a result of the Capital Reorganisation;
"Notice of GM"	the notice of GM set out at the end of the Document;
"Official List"	the list maintained by the United Kingdom Listing Authority in accordance with section 74(1) of FSMA for the purposes of Part VI of FSMA;
"Ordinary Shares"	ordinary shares in the capital of the Company from time to time;
"Principal Agreement"	the contract for the sale and leaseback (in accordance with the  terms of the Lease) of the Property between (1) the Company and (2) the Purchaser dated 15 April 2013;
"Property" or "Greenwich Property"	the freehold land and premises owned by the Company, which is the subject of the Disposal, being at 54 Westcombe Hill, Greenwich, London SE10 0LR;
"Proposals"	together the Delisting, Admission, Disposal, Capital Reorganisation, Change of Name, adoption of the New Articles and proposed increase in the Directors' authorities to allot new Ordinary Shares;
"Prospectus Rules"	the Prospectus Rules issued by the FCA pursuant to section 84 of FSMA;
"Purchaser" or "Knightspur Homes Limited"	the proposed purchaser of the Property, Knightspur Homes Limited, a company incorporated in England and Wales with registered number 092343, which is a wholly owned subsidiary of Cavendish and Gloucester Properties Limited and whose registered office is Balfour House, 741 High Road London N12 0BP;
"QCA Guidelines"	the Corporate Governance Guidelines for Small and Mid-Size Quoted Companies, issued by the Quoted Companies Alliance in May 2013, as amended from time to time;
"Record Date"	19 December 2013;
"Resolution(s)"	the resolution(s) set out in the Notice of GM as the context so requires;
"Restricted Jurisdiction"	United States, Australia, Canada, the Republic of Ireland, the Republic of South Africa, Japan or any other jurisdiction where the Ordinary Shares may not be offered, sold, taken up, delivered, distributed in, into or from;
"Sale Agreement"	together the Principal Agreement and the Supplemental Agreement;
"Shareholder"	a holder of Existing Ordinary Shares;
"Subscriber"	an individual investor who is subscribing for the Subscription Shares at the Subscription Price;
"Subscription Agreement"	the conditional agreement dated 19 November 2013 made between (1) the Company and (2) the Subscriber relating to the subscription, further details of which are set out in paragraph 4.1.9 of Part VI of the Document;
"Subscription"	the conditional subscription of the Subscription Shares by the Subscriber pursuant to the terms of the Subscription Agreement;
"Subscription Price"	£4.00 per new Ordinary Share, prior to any adjustments made in respect of the Capital Reorganisation (equivalent to 4 pence per New Ordinary Share);
"Subscription Shares"	the 5,416 new Ordinary Shares, prior to any adjustment made in respect of the Capital Reorganisation, (equivalent to 541,600 New Ordinary Shares) to be issued at the Subscription Price by the Company pursuant to the Subscription;
"Supplemental Agreement"	the supplemental agreement to, and amending, the Principal Agreement dated 7 August 2013 between (1) the Company and (2) the Purchaser;
"Transaction Costs"	the estimated combined costs, exclusive of VAT, of the Disposal (being £94,912) and the Admission (being £28,524);
"UK"	the United Kingdom of Great Britain and Northern Ireland;
"UK Corporate Governance Code"	the UK Corporate Governance Code issued by the Financial Reporting Council in September 2012, as amended from time to time;
"UK GAAP"	generally accepted accounting principles and practices applicable in the United Kingdom;
"UKLA"	the United Kingdom Listing Authority, being the FCA in exercise of its functions as competent authority pursuant to Part VI of FSMA;
"uncertificated form"	recorded on the relevant register of the share or security as being held in uncertificated form in an electronic settlement system; and
"Uncertificated Regulations"	the Uncertificated Securities Regulations 2001.