24 november 2009
Antonov Plc
("de Onderneming")
Annulering van handel in Gewone Aandelen op AIM, Londen
Creatie van Converteerbare Aandelen
Wijzigingen van de Statuten
Vergroting Aandelenmachtigingen
Aankondiging van Algemene Vergadering van Aandeelhouders
De Onderneming heeft op 23 november 2009 een aandeelhouderscirculaire gepubliceerd
voor de Algemene Vergadering van Aandeelhouders, die gehouden zal worden op het
hoofdkantoor van de Onderneming, 2 Hawkes Drive, Heathcote Industrial Estate, Warwick,
Warwickshire, CV34 6LX, Groot-Brittannië, op 17 december 2009 om 11:00 uur GMT, om de
volgende agendapunten te beoordelen, en mits akkoord, goed te keuren:
1. de Annulering
2. de creatie van Converteerbare Aandelen
3. de voorgestelde wijzigingen van de Statuten
4. de vergroting van Aandelenvolmachten
BACKGROUND TO AND REASONS FOR PROPOSING THE CANCELLATION
The Company was admitted to trading on AIM on 25 August 1995 with a market capitalisation at the
admission price of approximately £28.1 million. The reasons for admission were, inter alia, to raise the
Group's profile and provide access to capital by creating a public market in the Company's ordinary
shares. In 1997, the Company's ordinary shares were listed on Euronext Amsterdam, a Regulated
Market. As such, the Company has to adhere to two separate regulatory regimes. However, as at the
date of the Circular, approximately 94 per cent of the Ordinary Shares are held through Euroclear
Nominees Limited and Euroclear Nederland and almost all trading actively now occurs on Euronext
Amsterdam.
Following careful consideration, the Board has concluded that it is no longer in the best interests of the
Company or Shareholders to maintain the admission to trading on AIM of the Ordinary Shares and
Shareholder approval is now being sought to cancel the Company's AIM admission in accordance with
AIM Rule 41. The Directors consider that the cost of being an AIM quoted company alongside the
Euronext quotation, which they estimate amounts to approximately £500,000 per annum, does not
provide the Company with any additional significant benefit and, given the limited liquidity in the trading of
its Ordinary Shares on AIM, the Board believes that there is little point in maintaining the dual quotation.
In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of
the proposed Cancellation, which is conditional upon the consent of not less that 75 per cent of votes cast
by Shareholders in a general meeting.
Accordingly, the Board is convening the General Meeting to be held at 11.00 a.m. on 17 December 2009
to consider and, if thought fit, approve the Cancellation. If Resolution 2 is passed at the General Meeting
then the last day of trading of the Company's Ordinary Shares will be 30 December 2009 and the
Cancellation will be effective from 7.00 a.m. on 31 December 2009.
The Directors believe that there will be limited impact on Shareholders as a result of the Cancellation. The
Company intends to continue with the listing on Euronext Amsterdam and as such, Shareholders will be
free to trade their Ordinary Shares on Euronext Amsterdam where, as mentioned above, the majority of
trading activity already takes place. Settlement will continue to take place through an Uncertificated
System.
Furthermore, as Euronext Amsterdam is a Regulated Market, the Company will continue to remain
subject to, inter alia, the Prospectus Directive, the Takeover Directive and the Euronext Rules.
CREATION OF CONVERTIBLE SHARES
Under the Equity Facility Agreement the Company has financing arrangements in place which regularly
involves the issue of Ordinary Shares to Quivest. By virtue of the Dutch implementation of the Prospectus
Directive under the DFSA, the Company is required to publish a prospectus every time the number of
Ordinary Shares to be admitted to trading on Euronext Amsterdam exceeds 10 per cent. of the issued
share capital of the Company in any twelve month period. At the current rate of issue of Ordinary Shares
to Quivest under the Equity Facility, the Company is under the obligation to publish a prospectus
approximately every 10 weeks, which is both a costly and time consuming exercise.
In order to enable the Company to issue new shares without being obliged to draw up a prospectus and
therefore provide more flexibility as to raising additional equity, it is proposed that a new class of
Convertible Shares shall be created which will have the same rights as those currently accruing to the
existing Ordinary Shares under the Articles, including those relating to entitlement to dividends and
returns on capital, save that the Convertible Shares shall have no right to receive notice of, attend or vote
at any general meeting of the Company. These Convertible Shares will not be listed and therefore a
prospectus is not required. The Convertible Shares shall be convertible into Ordinary Shares on a one for
one basis, following a period of three weeks from the date of the notice of conversion.
The Company has therefore agreed with Quivest (conditional upon approval of Resolutions 1, 3 and 5)
that the Equity Facility Agreement be amended to provide for the issue of the Convertible Shares (having
the rights and restrictions as summarised below) in the place of Ordinary Shares. If and when Quivest
elects to convert all or part of its Convertible Shares into Ordinary Shares, the Company can claim
exemption from the obligation to draw up a prospectus in accordance with the DFSA in connection with
the application for admission of such Ordinary Shares to trading on Euronext Amsterdam. Article 5.4(g) of
the DFSA states that there is no obligation to publish a prospectus in respect of the application for
admission to trading on a Regulated Market of listed shares that derive from the conversion of another
class of unlisted security.
Resolution 3 sets out the proposed creation of the Convertible Shares, amends the Articles to include the
rights and restrictions attaching to the Convertible Shares and is proposed as a special resolution.
Risk Factors relating to the conversion of the Convertible Shares
Under the CESR Guidelines, the use of the exemption in the Prospectus Directive incorporated in Article
5.4(g) of the DFSA may be monitored to prevent companies from misusing such exemption to avoid the
obligation to issue a prospectus. However, as the Convertible Shares are created to provide more
flexibility as to raising additional equity and the Convertible Shares are subject to the conversion
restriction of a notice period, the Company has received legal advice that the proposed reliance on Article
5.4(g) of the DFSA in connection with the application for admission to trading on Euronext Amsterdam of
Ordinary Shares arising on the conversion of the Convertible Shares should be acceptable under Dutch
law. Should the AFM challenge the Company's reliance on the exemption in Article 5.4 (g) of the DFSA,
this could possibly result in the Company being fined and being required to issue a prospectus in relation
to the admission to trading on Euronext Amsterdam of the Ordinary Shares resulting from the conversion
of the Convertible Shares.
AMENDMENTS TO THE ARTICLES
It is proposed that the Company amend its Articles in order to:
(a) take account of the changes introduced by the 2006 Act including the removal of the Company's
objects and authorised share capital;
(b) incorporate the rights attached to the Convertible Shares (as summarised above); and
(c) increase the borrowing limits of the Directors to ten times the net assets of the Company, which as at
the date of the Circular equates to approximately £37.6 million, as the current limit is insufficient to allow
the Company to fully utilise the Loan Facility Agreement, as previously set out in the Company's recent
prospectuses.
INCREASE IN THE SHARE AUTHORITIES
(a) Authority to allot relevant securities
The Company is seeking Shareholders' approval for the authority pursuant to section 551 of the 2006 Act
to exercise all powers of the Company to allot shares or grant rights to subscribe for or to convert any
security into shares:
(i) up to a maximum aggregate nominal amount of £5,000,000 in respect of Convertible Shares and
Warrants under the Equity Facility Agreement, representing 314 per cent of the Issued Share Capital; and
(ii) otherwise up to a maximum aggregate nominal amount of £3,000,000, representing 188 per cent of
the Issued Share Capital, to such persons at such time and upon such terms and conditions as the
directors of the Company may determine (subject always to the Articles).
Such authority (which is in substitution for any existing authority) will, unless renewed, varied or revoked,
expire at the conclusion of the annual general meeting of the Company to be held in 2010.
(b) Authority to disapply pre-emption rights
The Company is also seeking Shareholders' approval for the authority to allot equity securities as if the
pre-emption rights set out in section 561(1) of the 2006 Act did not apply, in respect of the following
matters:
(i) the allotment of equity securities in respect of Convertible Shares and Warrants issued pursuant to the
Equity Facility Agreement;
(ii) the allotment of equity securities in connection with an offer of such securities by way of a rights issue
or other issues pro rata to existing entitlements to holders of relevant equity securities in proportion (as
nearly as may be) to the respective amounts of equity securities held by them taking into account any
prohibitions against or difficulties concerning the making of an offer or allotment to shareholders whose
registered address or place of residence is overseas and subject to such exclusions or other
arrangements as the directors may deem necessary or expedient to deal with equity securities which
represent fractional entitlements or legal or practical difficulties under the laws of any territory or the
requirements of any regulatory body, stock exchange or other authority in any jurisdiction; and
(iii) the allotment (otherwise than pursuant to paragraphs (i) and (ii) above) of equity securities up to a
maximum aggregate nominal amount of £166,075 representing approximately 10 per cent. of the current
issued share capital of the Company.
Such power (which is in substitution for any existing power) will, unless renewed, varied or revoked,
expire at the conclusion of the annual general meeting of the Company to be held in 2010.
RECOMMENDATION
The Directors consider that the Proposals are fair and reasonable and in the best interests of
Shareholders as a whole. Accordingly, the Directors, who own 110,374 Ordinary Shares, representing
approximately 0.7 per cent. of the Issued Share Capital respectively, intend to vote in favour of all
Resolutions.
Copies of the Circular are available free of charge until 17 December 2009 at the Company's offices at 2
Hawkes Drive, Heathcote Industrial Estate, Warwick, Warwickshire CV34 6LX during usual business
hours on any weekday (public holidays excepted). The Circular is also on the Company's website
www.antonovplc.com.
Enquiries
Should you have any queries please contact: -
Jos Haag, Executive Chairman, Antonov plc +44 1926 455 800
+31 651 561 767
Lindsay Mair/Antony Legge, Astaire Securities +44 207 448 4400
Shane Dolan, Biddicks +44 207 448 1000
www.antonovplc.com
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Date of posting of the Circular document 23 November 2009
Latest time and date for receipt of completed forms 11.00 a.m. on 15 December 2009
of proxy to be valid at the General Meeting
General Meeting 11.00 a.m. on 17 December 2009
Cancellation of admission to trading on AIM effective from 7.00 a.m. on 31
December 2009
References to time in this document are to London time.
The Company reserves the right to change any of the above times or dates, in which event the revised
times and/or dates will be notified to Shareholders by an announcement on the Regulatory Information
Service of the London Stock Exchange.
All events in the above timetable following the General Meeting are conditional on the approval by the
Shareholders of Resolution 2 as set out in the Notice of General Meeting.
DEFINITIONS
The following definitions apply throughout this document unless the context requires otherwise:
"2006 Act" Companies Act 2006
"AFM" Netherlands Authority for the Financial Markets (Stichting
Autoriteit Financiële Markten)
"AIM" the AIM Market of the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock
Exchange, as amended from time to time
"Articles" the Articles of Association of the Company
"Cancellation" the cancellation of admission of the Ordinary Shares to trading on
AIM becoming effective in accordance with the AIM Rules
"CESR Guidelines" Frequently Asked Questions Regarding Prospectuses: Common
Positions agreed by CESR Members (9th Updated Version
September 2009) published by the Committee of European
Securities Regulators
"Circular" the document poster to Shareholders on 23 November 2009
containing the Notice of General Meeting
"Convertible Shares" the proposed new convertible shares of 10p each in the capital of
the Company
"DFSA" Dutch Financial Services Act (Wet op het financieel toezicht)
"Directors" or "the the directors of the Company as set out on page 7 of this
Board" document
"Equity Facility" the equity facility of up to 20 million to be provided to the
Company by Quivest pursuant to the Equity Facility Agreement
"Equity Facility the agreement dated 18 February 2009 (as amended and restated
Agreement" by an agreement dated 18 November 2009 conditional upon the
passing of Resolutions 1, 3 and 5) between the Company and
Quivest
"ESES" the settlement system known as Euroclear Settlement of Euronext
Zone Securities operated by Euroclear Nederland
"Euroclear Nederland" is the Dutch Central Securities Depositary, the Nederlands
Centraal Instituut voor Giraal Effectenverkeer B.V.
"Euroclear Nominees is an admitted institution in ESES and holds shares for the benefit
Limited" of investors holding securities accounts in accordance with the
Giro Securities Transfer Act ("Wet Giraal Effectenverkeer" or
"Wge")
"Euronext Amsterdam" a market operated by NYSE Euronext
"Euronext Rules" the Euronext Rule Book published by NYSE Euronext, as
amended from time to time
"General Meeting" the general meeting of shareholders of the Company to be held at
the registered office of the Company at 11.00 a.m. on 17
December 2009 to consider and, if thought fit, pass the
Resolutions
"Issued Share Capital" the 16,607,474 Ordinary Shares in issue as at the date of this
Document
"Loan Facility" the loan facility of up to 15 mill ion to be provided to the Company
by Quivest pursuant to the Loan Facility Agreement
"Loan Facility the agreement dated 18 February 2009 (as amended by an
Agreement" agreement dated 16 October 2009) between the Company and
Quivest
"London Stock London Stock Exchange plc
Exchange"
"Notice of General the notice convening the General Meeting which is set out
Meeting" towards the end of the Circular
"Ordinary Shares" the ordinary shares of 10p each in the capital of the Company
"Proposals" (i) the Cancellation; (ii) the creation of the Convertible Shares; (iii)
the proposed amendments to the Articles; and (iv) the increase in
the Share Authorities
"Prospectus Directive" Directive 2003/71/EC of the European Parliament and of the
Council of 4 November 2003 on the prospectus to be published
when securities are offered to the public or admitted to trading and
amending Directive 2001/34/EC
"Quivest" Quivest B.V.
"Regulated Market" a multilateral system operated and/or managed by a market
operator, which brings together or facilitates the bringing together
of multiple third-party buying and selling interests in financial
instruments in the system and in accordance with its
nondiscretionary rules in a way that results in a contract, in
respect of the financial instruments admitted to trading under its
rules and/or systems, and which is authorised and functions
regularly and in accordance with Title III of the Directive
2004/39/EC of the European Parliament and Council Directive on
markets in financial instruments
"Resolutions" the resolutions set out in the Notice of General Meeting
"Share Authorities" the authorities given by the Company to the Directors to issue and
allot Ordinary Shares (including the grant of rights to subscribe for
Ordinary Shares) and Convertible Shares, the resolutions relating
to which are set out in the Notice of General Meeting
"Shareholders" holders of Ordinary Shares
"Takeover Directive" the Directive 2004/25/EC of the European Parliament and of the
Council of 21 April 2004 on takeover bids
"Uncertificated System" any relevant transfer, settlement and clearing system, including
such system operated by Euroclear Nederland
"Warrants" warrants to subscribe for Ordinary Shares constituted by an
instrument dated 7 December 2006 and to be issued to Quivest
pursuant to the Equity Facility Agreement
"£" and "p" British sterling pounds and pence respectively
Any reference to any provision of any legislation shall include any amendment, modification, re-
enactment or extension thereof.
Unless otherwise stated, all references to legislation refer to the laws of England and Wales.
Words importing the singular shall include the plural and vice versa and words importing the masculine
gender shall include the feminine or neutral gender.
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