--- title: "Hornby PLC (LON:HRN) Proposed Cancellation of AIM Listing" publisher: "Share Talk" author: "sharetalk" published: "2025-03-13T07:57:06+00:00" modified: "2025-03-13T07:57:06+00:00" date: 2025-03-13 canonical: "https://www.share-talk.com/hornby-plc-lonhrn-proposed-cancellation-of-aim-listing/" category: "B2B" categories: ["B2B", "Business & Support Services", "Manufacturing & Industrial", "Technology", "Technology, Media & Telecoms"] tags: ["ASOS", "Boohoo", "Chris Wootton", "Currys", "FRAS", "Frasers Group", "Hornby", "HRN", "Mike Ashley", "Olly Raeburn"] image: "https://i0.wp.com/www.share-talk.com/wp-content/uploads/2025/03/TRAIN-SET-1-750x406-1.webp?fit=750%2C406&quality=80&ssl=1" format: "news" language: "en-GB" --- # Hornby PLC (LON:HRN) Proposed Cancellation of AIM Listing **Published:** March 13, 2025 **Author:** sharetalk **Categories:** B2B, Business & Support Services, Manufacturing & Industrial, Technology, Technology, Media & Telecoms **Tags:** ASOS, Boohoo, Chris Wootton, Currys, FRAS, Frasers Group, Hornby, HRN, Mike Ashley, Olly Raeburn **Featured image:** ![](https://i0.wp.com/www.share-talk.com/wp-content/uploads/2025/03/TRAIN-SET-1-750x406-1.webp?fit=750%2C406&quality=80&ssl=1) --- **Proposed Cancellation of Admission to trading on AIM** **Re-registration as a Private Limited Company** **Adoption of New Articles** **and** **Notice of General Meeting** **Hornby plc**, the international hobby products group, announces the proposed voluntary cancellation of the admission of its ordinary shares of £0.01 each (“Ordinary Shares”) from trading on AIM (the “Cancellation”), pursuant to Rule 41 of the AIM Rules for Companies (the “AIM Rules”) and re-registration of the Company as a private limited company (the “Re-registration”).   Over recent years, Hornby has committed to implementing significant structural change and driving operational transformation for the benefit of all stakeholders in Hornby, not least its loyal shareholder base. This commitment has been evidenced by the Board’s strategic actions including acquisitions, divestments and operational restructuring. This has been most recently evidenced by the acquisition of a stake in Warlord Games, the acquisition of Corgi Model Club, the sale of LCD Enterprises, the headcount and restructuring in 2024 and the relocation of the Company’s logistics operations to the Midlands. The Board anticipates that for this process of structural change to continue at pace and to maximum effect, operating outside a publicly quoted environment would improve its decision-making ability and regulatory hurdles during a period demanding agility and focused execution. At the same time, the Board is conscious of the limited liquidity of the Company’s shares on AIM balanced against the regulatory burden and cost of maintaining the public quotation.  Therefore, following an ongoing and in-depth evaluation, the Board has concluded that it is in the best interests of the Company and its Shareholders to seek Shareholder approval for the Cancellation and Re-registration. The Board is well aware of the place Hornby has in the hearts of its loyal shareholder base, and the Company’s announcement today is not taken lightly. The Directors are confident that operating as a private entity will provide Hornby with the necessary agility for swift decision-making and efficient execution of strategy whilst not depriving shareholders of material benefit. A circular (the “Circular”) will be posted to Shareholders later today, and includes notice of a general meeting of the Company which is being convened for** 9.00 a.m. on 1 April  2025 (the “General Meeting”)** at Enterprise Road, Westwood Industrial Estate, Margate, CT9 4JX, for the purposes of considering and, if thought fit, passing the requisite shareholder resolution to approve Cancellation (the “Cancellation Resolution”) and the Re-registration (the “Re-registration Resolution”, together the “Resolutions”). In accordance with the requirements of Rule 41 of the AIM Rules and the Companies Act 2006, the Cancellation and Re-Registration, respectively, are each conditional upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting. If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7:00 a.m. on 10 April 2025. Approval of the Re-registration Resolution is conditional upon the passing of the Cancellation Resolution. If both resolutions are passed, it is anticipated that the Re-registration will become effective in the week commencing 28 April 2025. Should the Resolutions be passed, and for the period of time that the Company continues to be supported by a wide shareholder base, the Company shall continue to provide information, services and facilities to Shareholders similar to that of a publicly quoted company, albeit from the platform of a private entity. For those that want to remain ongoing direct holders of Hornby as a private company no action is needed, however for Shareholders that choose to, the Board has agreed two share facilities to support trading out of their shareholding following Cancellation, if the Resolutions are passed, including a facility by which Shareholders may maintain an indirect interest in the Company whilst retaining free transferability of shares. Each of Castelnau and Aurora, as beneficial owners of 54.89 per cent. and 14.90 per cent. respectively of the Company’s issued share capital, are entitled to procure votes on the Resolutions and the Company has received irrevocable undertakings signed on behalf of those beneficial owners, representing in aggregate 69.79 per cent. of the Company’s issued share capital, to vote those shares in favour of the Resolutions. In addition, those Directors who own Ordinary Shares, representing in aggregate 0.54 per cent. of the Company’s issued share capital, have also entered into similar commitments. The Company is also seeking Shareholder approval at the General Meeting for the amendment of the current articles of association of the Company (the “Current Articles”), conditional upon Re-registration, into a form appropriate for a private limited company. The Directors have been keen to ensure that, for those Shareholders who choose to, there is an opportunity to trade out of their shareholding following, and notwithstanding, the proposed Cancellation. The Directors have agreed two different facilities to enable this: the first which allows a Shareholder to maintain an indirect interest in the Company whilst retaining transferability of shares by exchanging for shares in Castelnau; and the second which allows sales for cash. Further information is set out later in this announcement. Further information on the Cancellation, Re-registration, the General Meeting and the amendment to the Current Articles is set out below or in the Circular. The Board urges Shareholders that they are not required, if they do not wish, to dispose of their Ordinary Shares in any manner. However, Shareholders should note that, despite the measures the Company shall establish, if the Cancellation proceeds, their ability to trade their Ordinary Shares may be significantly reduced.  Should the Resolutions be passed, a Shareholder has, in summary, four alternatives with respect to its shareholding in the Company: 1.      remain a continuing Shareholder of the Company following Cancellation and Re-registration, albeit on a private entity platform; 2.      sell Ordinary Shares prior to Cancellation – in respect of which, please see the proposed last day of trading set out in the circular; 3.      maintain an indirect interest in the Company by exchanging Ordinary Shares via the Exchange Facility for shares in Castelnau (Lon: CGL), a company to which Phoenix is investment manager which trades on the Specialist Fund Segment of the Main Market of the LSE – further details, including timing, restrictions and limitations, are set out in the circular; and 4.      sell Ordinary Shares via the Matched Bargain Facility for cash – further details, including timing, restrictions and limitations, are set out in the circular. The Board can make no recommendation as to whether or not individual Shareholders should seek to sell their Ordinary Shares in light of the proposed Cancellation. Shareholders should carefully consider the advantages and disadvantages of tendering Ordinary Shares into the exchange facility. Shareholders who are in any doubt as to what they should do are advised to seek their own independent advice from a professional adviser duly authorised and regulated by the FCA.  This is a matter for individual Shareholders and will depend on their personal, financial and fiscal circumstances. **Current trading** The Company remains on track for year-on-year sales growth, despite weaker trading in January and February. Temporary shipping delays have also impacted the Company’s operations which the Company expects will ease in the coming months.  Despite these short-term challenges, the Company continues to make progress with multiple change initiatives aimed at improving business performance. Encouragingly, the new product ranges launched at the beginning of the first financial quarter have been well received, with associated orders up 22% year-on-year, highlighting strong demand and positive customer engagement with the Company’s brands. Background and reasons for proposed Cancellation, Re-registration and adoption of New Articles The Directors have conducted an in-depth review of the advantages and disadvantages to the Company and all its Shareholders in retaining the Company’s quotation on AIM. Following this review, the Directors have concluded that the Cancellation will be in the best interests of the Company and its Shareholders as a whole. It is the Board’s view that the Cancellation will provide greater strategic flexibility and that Hornby can take and implement decisions more quickly than a company which is publicly traded as a result of the more flexible regime that is applicable to an unquoted company. Although, the Board does not believe the Cancellation reflects any change in, or will have a material impact upon, the Company’s strategy, the Board believes that implementation of this strategy will be more effective following Cancellation. **In addition, the Board has considered the following additional factors:** 1.   Limited free float and lack of liquidity of the Ordinary Shares: The Directors believe the current levels of liquidity in trading of the Company’s Ordinary Shares on AIM, as a result of its ownership structure, do not, in itself, offer investors the opportunity to trade in meaningful volumes or with frequency within an active market. The lack of free float and developed institutional shareholder base undermines the benefits many other quoted companies enjoy as a result of their quotation. The Directors note that over the past 12 months the average daily volume of Hornby shares as a proportion of its issued share capital is 0.03 per cent; 2.   Management focus: The Board believes that the Cancellation would allow the executive management team to focus more time on operational management and execution of the Company’s strategy that would benefit all Shareholders in the longer term. A considerable amount of management time is currently spent complying with the legal and regulatory requirements associated with maintaining the Company’s admission to trading on AIM. The time spent is, in the Board’s opinion, disproportionate to the benefits of the Company’s continued admission to trading on AIM; 3.   Enhanced restructuring efficiency:  Hornby have committed to implementing significant structural changes and driving operational transformation – a commitment evidenced by strategic actions including acquisitions, divestments and operational restructuring. It is anticipated that this process of structural change will continue. The Board believes that delisting will streamline this process, allowing for more efficient implementation of critical changes. Navigating change within the publicly quoted environment introduces regulatory hurdles and heightened public visibility, which the Board believes can impede progress during a period demanding agility and focused execution; 4.   Market volatility: As a result of the limited liquidity of the Ordinary Shares described above, small trades in the shares can have a significant impact on price and, therefore, market valuation which, the Board believes, in turn has a materially adverse impact on: (i) the Company’s status within its industry, (ii) the perception of the Company among its customers, suppliers and other partners, (iii) staff morale, and (iv) the Company’s ability to seek appropriate financing or realise an appropriate value for any material future sales or disposals; 5.   The cost associated with maintaining the Company’s admission to trading on AIM: The considerable annual cost of approximately £0.4 million associated with maintaining the admission of the Ordinary Shares (such as nominated adviser and broker fees, London Stock Exchange fees and the costs associated with being a quoted company in having perceived higher level of corporate governance and audit scope) are, in the Board’s opinion, disproportionately high, compared to the benefits; and 6.   Future Trading of Shares: The Board believes that it can make satisfactory arrangements for Shareholders (i) to maintain an indirect interest in the Company whilst retaining free transferability of shares via the Exchange Facility and (ii) to freely transfer their shares from time to time via the Matched Bargain Facility (see below for further details). Following the proposed Cancellation, the Board believes that the requirements and associated costs of the Company maintaining its public company status will be difficult to justify and that the Company will benefit from the more flexible requirements and lower overhead costs associated with private limited company status. Therefore, as a result of this review, the Board has unanimously concluded that the proposed Cancellation and Re-registration is in the best interests of the Company and its Shareholders as a whole. The Board makes no recommendation as to whether or not individual Shareholders should seek to sell their Ordinary Shares in light of the proposed Cancellation either pursuant to the exchange facility or otherwise. Shareholders should carefully consider the advantages and disadvantages of tendering Ordinary Shares into the exchange facility as set out in the Circular. **Exchange Facility and Matched Bargain Facility** Anticipating shareholder approval of the Cancellation Resolution, the Directors are intending to implement two facilities following Cancellation, provided by JP Jenkins (an appointed representative of Prosper Capital LLP, authorised and regulated by the FCA), to assist Shareholders who wish to trade their Ordinary Shares. Further details of both facilities are available in the Circular. Firstly, a share exchange facility will be available from the day of Cancellation until 9 May 2025. Through this share exchange facility, Castelnau, a company to which Phoenix is investment manager and which is admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange, will acquire Ordinary Shares at a price of 19.3 pence per share (the “Sale Price”), being a price equal to the daily volume-weighted average price of the Ordinary Shares in the five day period ending on 12 March 2025, in an aggregate amount not exceeding the Exchange Threshold, in exchange for new Castelnau shares (the “Exchange Facility”). The Exchange Facility is designed to allow Shareholders to maintain an indirect interest in Hornby, reflecting their long-term interest and loyalty to the Company. The Circular contains comprehensive information on the Exchange Facility. The Exchange Facility will remain open until  9 May 2025 (being one month from the date of Cancellation). Secondly, for Shareholders not utilising the Exchange Facility, a matched bargain trading facility will be established by the Company with JP Jenkins (the “Matched Bargain Facility”), commencing the business day after the Exchange Facility expires and continuing for a minimum of 12 months. **Full details of the Matched Bargain Facility are available in the Circular.** Selling Shareholders should carefully consider the terms of the Exchange Facility and the deadlines imposed by JP Jenkins. Such deadlines should be carefully considered and take into account additional time that may be required to make arrangements to dematerialise shares into CREST. Neither the Company nor Castelnau can assure Shareholders that participating in the Exchange Facility is appropriate or economically viable for their respective personal, financial or fiscal circumstances or that Shareholders will be able to hold Castelnau Shares via their existing platforms or brokerage accounts. Selling Shareholders should note that participating in the Exchange Facility and exchanging their Ordinary Shares for Castelnau Shares will expose them, and make them subject, to all risks inherent in holding shares in Castelnau as an entity admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange. The Specialist Fund Segment is intended for institutional, professional, professionally advised and knowledgeable investors who understand, or who have been advised of, the potential risk from investing in companies admitted to the Specialist Fund Segment.  The Specialist Fund Segment is only suitable for investors: (i) who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company; (ii) for whom an investment in securities admitted to trading on the Specialist Fund Segment is part of a diversified investment programme; and (iii) who fully understand and are willing to assume the risks involved in such an investment portfolio. In addition, Castelnau is a company incorporated in Guernsey and subject to the laws of Guernsey which may be different to English law. Neither the Company nor Castelnau provides, or can provide, any advice to Shareholders as to whether or not to participate in the Exchange Facility. Participation in the Exchange Facility will be a matter for each Shareholder to decide and will be influenced by their individual investment objectives and by their personal, financial and tax circumstances and any Shareholder does so solely on the basis of their own assessment of Castelanu. Shareholders should carefully consider the advantages and disadvantages of tendering Ordinary Shares as set out in the Appendix of this announcement. The contents of this document are not a financial promotion and none of the contents of this document constitute an invitation or inducement to engage in any investment activity. A copy of this announcement and the Circular, when available, will be made available on the Company’s website at [https://www.hornby.plc.uk/](https://www.hornby.plc.uk/). Shareholders are strongly encouraged to read the Circular in full. Capitalised terms used but not defined in this announcement shall have the same meanings as are given to such terms in the Circular. Enquiries: Hornby PLC                     Kirstie Gould, CFO                     01843 233 500 Caroline Merrell, PR                   07852 210329 --- **Original URL:** https://www.share-talk.com/hornby-plc-lonhrn-proposed-cancellation-of-aim-listing/ *Created by [WP Markdown Endpoint](https://wpmarkdownendpoint.com/)*