Molins : Proposed admission to trading on AIM

Molins PLC ("Molins" or the "Company") announces that it expects to post a circular to Shareholders (the "Circular") today concerning details of its proposed cancellation of admission of the Company's Ordinary Shares from the Official List and to trading on the London Stock Exchange's Main Market for listed securities ("Cancellation") and its intention to apply for the admission of the Company's Ordinary Shares to trading on AIM. It is anticipated that the effective date of the Cancellation and Admission to trading on AIM will be 19 June 2014.

Under the Listing Rules, the Cancellation can be effected by the Company only after approval of a resolution by Shareholders in General Meeting, passed by not less than 75 per cent. of those Shareholders who vote in person or by proxy, and the expiration of a period of not less than 20 Business Days from the date of the Shareholder approval.

In conjunction with the proposal to apply for the admission of the Ordinary Shares to trading on AIM, the Board is also proposing to seek the approval of Shareholders to increase the limit on the number of equity securities that the Company may issue for cash on a non-pre-emptive basis.

The Circular contains a notice convening a General Meeting of Shareholders to be held at Rockingham Drive, Linford Wood East, Milton Keynes, MK14 6LY at 10.00 a.m. on 20 May 2014 at which the Resolutions will be proposed as special resolutions to approve the Cancellation and Admission and Pre-emption Rights Disapplication.

The Circular will be made available shortly on the Company's website at www.molins.com and will be submitted to the National Storage Mechanism where it will shortly be available at www.morningstar.co.uk/uk/nsm.

The Company's strategy is to grow organically across its three divisions - Scientific Services, Packaging Machinery and Tobacco Machinery - and by selective acquisitions, consistent with a diversified industrial strategy. 

The Board believes that a transfer to AIM has the benefit of lower transactional costs, lower ongoing costs and simpler administration and regulatory requirements more appropriate to a company of Molins' size, which will facilitate implementation of the Company's plans for the next stage of its growth and will enable the strategy to be executed in a more efficient manner.

In particular, the Board believes that a transfer to AIM will offer greater flexibility to supplement organic growth with complementary acquisitions since, as described in further detail in the Circular, larger corporate transactions can be executed more quickly and cost effectively compared with the Official List. The Board believes that this is likely to be of benefit to Molins going forward.

AIM, which is operated and regulated by the London Stock Exchange, has an established reputation with investors and analysts and is an internationally recognised market. It was launched in June 1995 as the London Stock Exchange's market specifically designed for smaller companies, with a more flexible regulatory regime.

If the Cancellation is approved by Shareholders, the Board intends to operate the Company's business, including its reporting and governance, in substantially the same manner and with the same objectives as at present. Thus, the Board sees the Company as being attractive to specialist institutional investors while the AIM tax regime, referred to in more detail below, will also make the Company potentially attractive to AIM specific funds as well as to retail investors.

For these reasons, the Board considers that it is in the Company's interests to seek approval to effect the Cancellation. However, Shareholders should note that following the Cancellation becoming effective:

• The regulatory regime which applies solely to companies with shares admitted to the Official List and to trading on the London Stock Exchange's Main Market for listed securities will no longer apply, including the requirement for shareholder approval under the Listing Rules to approve transactions not in the ordinary course of business or with related parties.

• The Cancellation might have either positive or negative taxation consequences for Shareholders. Since 5 August 2013, shares traded on AIM can be held in ISAs and, with effect from 28 April 2014, stamp duty and stamp duty reserve tax (SDRT) on transfers of shares listed on AIM will be abolished. Individuals who hold Ordinary Shares following Admission may, after two years, also be eligible for certain inheritance tax benefits. Further details on taxation consequences are provided in the Circular.

• 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 and, if in any doubt, Shareholders should consult with their SIPP provider immediately. Following Admission, the Company will be categorised as unlisted.

Conditional upon the Cancellation Resolution being approved at the General Meeting, the Company will apply to cancel the listing of the Ordinary Shares on the Official List and their admission to trading on the London Stock Exchange's Main Market for listed securities and will apply to the London Stock Exchange for the admission of the Ordinary Shares to trading on AIM. It is anticipated that the last day of dealings of the Ordinary Shares on the Official List will be 18 June 2014. Cancellation of the listing of the Ordinary Shares on the Official List is expected to take effect at 8.00 a.m. on 19 June 2014, being not less than 20 Business Days from the passing of the Cancellation Resolution. 

Admission is expected to take place and dealings in Ordinary Shares are expected to commence on AIM at 8.00 a.m. on 19 June 2014.

As the Company's Ordinary Shares are currently listed on the Official List, the AIM Rules do not require an admission document to be published by the Company in connection with Admission. However, subject to the passing of the Cancellation Resolution at the General Meeting, the Company will publish an announcement which complies with the requirements of Schedule One to the AIM Rules.

Following Cancellation and Admission, Ordinary Shares that are held in uncertificated form will continue to be held and dealt through CREST. Share certificates representing those Ordinary Shares held in certificated form will continue to be valid and no new Ordinary Share certificates will be issued.

If equity shares are to be allotted for cash, the Act requires that, in the absence of prior shareholder approval, those securities are first offered to a company's existing ordinary shareholders on a pre-emptive basis in proportion to the number of ordinary shares held by them.

At the Company's annual general meeting to be held today, the Directors will seek Shareholder approval to renew their existing authorities to (a) allot new equity securities; and (b) allot new equity securities for cash without first offering them to existing Shareholders.

The limit on the authority sought at today's Annual General Meeting of the Company is in line with the Pre-emption Group's statement of principles supported by institutional investors including the Association of British Insurers, the National Association of Pension Funds and the Investment Management Association, applicable to and targeted at companies with a premium listing on the Official List.

The Pre-emption Group's statement of principles is not specifically targeted at companies admitted to trading on AIM and it is generally recognised that AIM-listed companies require greater flexibility to issue shares on a non-pre-emptive basis. After careful consideration, the Board believes that, following Admission, the limit outlined above would be unduly restrictive and would restrict the Company's ability to raise finance from issues of new Ordinary Shares, for example to fund acquisitions should the need arise.

Accordingly Resolution 2 will be proposed to Shareholders at the General Meeting. Resolution 2, if passed, will confer on the Board authority to issue new shares for cash either (i) by way of a rights issue or (ii) other than by way of a pre-emptive issue, limited to an aggregate nominal amount of £504,288.50, representing 2,017,154 new Ordinary Shares and equivalent to ten per cent. of the current issued share capital of the Company. The passing of Resolution 2 will be conditional on the passing of the Cancellation Resolution and Admission.

If Resolution 2 is passed, the authority granted to the Board will be in substitution for the authority being sought at today's annual general meeting and will expire at the earlier of the conclusion of the next annual general meeting of the Company to be held in 2015 or 20 August 2015.

If Resolution 2 is not passed, then the authority being sought by the Board at today's annual general meeting to allot shares on a non-pre-emptive basis will, assuming such authority is approved, continue to apply in accordance with its terms.

Following Admission, the Company will be subject to the regulatory and disciplinary controls of the AIM Rules. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. Shareholders should note that the protections afforded to investors in AIM companies are less rigorous than those afforded to investors in companies listed on 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 Official List, there are certain exceptions, which are summarised in the Circular.

The Company has received a letter of intent from Schroder Investment Management Limited to vote in favour of the Resolutions in respect of 5,261,007 Ordinary Shares, representing 26.08 per cent. of the Company's issued share capital. The Company has also received irrevocable undertakings to vote in favour of the Resolutions from Shareholders holding, in total, 177,219 Ordinary Shares, representing, in aggregate, 0.88 per cent. of the Company's issued Ordinary Shares.

The Board considers the terms of the Proposals to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings amounting, in aggregate, to 177,219 Ordinary Shares and representing approximately 0.88 per cent. of the Company's issued share capital.

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Unless otherwise stated, capitalised terms in this announcement have the same meaning as in the Circular.