Re-registration as a Private Limited Company,
Adoption of New Articles of Association
Notice of General Meeting
Parsley Box Group plc (AIM: MEAL), the direct to consumer provider of ready meals and other products focused on the 65+ demographic, today announces the proposed cancellation of admission of its ordinary shares to trading on AIM (the “Cancellation”), re-registration of the Company as a private limited company (the “Re-registration”) and the adoption of new articles of association (the “New Articles”).
The Company has today published a circular, setting out the background to and reasons for the proposed Cancellation and the Re-registration and associated adoption of the New Articles (the “Circular”). The Circular also contains a notice convening a general meeting (the “General Meeting”) at which Shareholders are invited to consider and, if thought fit, approve the proposed Cancellation and the Re-registration and associated adoption of the New Articles.
Details of the proposed Cancellation and Re-registration
Further to the announcement of 25 October 2022, the Board has assessed the various potential sources of capital available to the Company to fund its medium term growth plans and, in doing so, has reviewed and evaluated the benefits and drawbacks for the Company and its Shareholders in retaining the admission to trading of the Ordinary Shares on AIM. This review has focussed on a comparative assessment of the opportunities for the Company to raise further growth capital in the public and private markets respectively in the next 12 months and included, amongst other things, assessment of the public market liquidity and valuation volatility of the Ordinary Shares and a cost versus benefit analysis of maintaining the Company’s status as a publicly traded company. As a result of this review, the Directors have concluded that the Cancellation and Re-registration are in the best interests of the Company and its Shareholders as a whole. A detailed explanation of the background to, and reasons for, the Cancellation and Re-registration is set out below.
To be passed, the resolution in respect of the Cancellation requires, pursuant to Rule 41 of the AIM Rules, the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting. The resolution to approve the Re-registration and the adoption of New Articles also requires the approval of not less than 75 per cent. of the votes cast by shareholders at the General Meeting.
The expected timetable for the proposed Cancellation and Re-registration is set out below.
Transactions in the Ordinary Shares prior to and post the proposed Cancellation
Shareholders should note that they are able to continue trading in the Ordinary Shares on AIM prior to the Cancellation. The Board understands that, as at the date of this announcement, MoveFresh Limited, a company that Kevin Dorren is a director of and majority shareholder in, and exercises significant control over, intends to purchase Ordinary Shares in the market until such point that it holds, together with persons acting in concert with it, such number of Ordinary Shares comprising no more than 29.99 per cent. of the Company’s issued share capital. However, there can be no guarantee that any purchases of Ordinary Shares by MoveFresh Limited will take place and there can be no guarantee as to the price of such purchases. Shareholders should consult with their own independent financial adviser and/or broker should they wish to consider selling their interests in the market prior to the Cancellation becoming effective.
Should the Resolutions be approved by Shareholders, the Company will implement a matched bargain facility which would facilitate Shareholders buying and selling Ordinary Shares on a matched bargain basis following Cancellation. In anticipation of providing a matched bargain facility, the Company has sought quotes from third party providers. Further details of the Matched Bargain Facility will be communicated to Shareholders separately in due course and made available on the Company’s website.
Shareholders should also be aware that any such Matched Bargain Facility could be withdrawn at a later date. Following Cancellation, the provision of a Matched Bargain Facility will be kept under review by the Board and, in determining whether to continue to offer a Matched Bargain Facility, the Company shall consider expected (and communicated) Shareholder demand for such a facility as well as the composition of the Company’s register of members and the costs to the Company and Shareholders.
The General Meeting
The General Meeting will be held at the offices of Dickson Minto W.S. at 16 Charlotte Square, Edinburgh EH2 4DF at 10.00 a.m. on 14 December 2022.
The Company has received irrevocable undertakings from each of the Directors and their connected parties to vote, or procure votes, in favour of the Resolutions representing, in aggregate, 25,971,937 Ordinary Shares. Accordingly, the Company has received irrevocable undertakings to vote in favour of the Resolutions representing approximately 35.8 per cent. of the Company’s issued share capital as at the date of this announcement.
Capitalised terms in this announcement, unless otherwise defined, have the same meaning as will be set out in the Circular.
A copy of the Circular and the New Articles will be made available on the Company’s website at https://corporate.parsleybox.com.
Tel: 0131 608 1990
Email: [email protected]
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