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Market Tracker weekly round-up—20 December 2018

Weekly round-up of the latest corporate announcements, including a secondary offer by Summit Therapeutics plc, a possible reverse takeover by Fandango Holdings plc, capital reorganisations by ASA International Group plc and Intercontinental Group plc, returns of value by Intercontinental Group plc and XLMedia plc, joint ventures between GlaxoSmithKline plc and Pfizer Inc. and between Panthera Resources plc and Galactic Gold Mines Private Limited, a delisting of Akers Biosciences Inc., a related party transaction by GlaxoSmithKline plc, and 4 AGM notices.

This weekly round-up covers all deals announced within our statement of scope from 12 noon on Friday 14 December 2018 until 12 noon on Thursday 20 December 2018. Any deals announced after this time will be included in our daily round-up when we resume service on 3 January 2019.

All transactions covered in this update are available on the Market Tracker deal analysis tool containing over 4,000 public company deal summaries.

New deals (and AGMs) announced:

AGMs

Announcement dateCompanyIndustry sectorKey information
20 December 2018Renew Holdings plcProfessional ServicesRenew Holdings has announced that its 2019 AGM will be held on 30 January 2019.
18 December 2018UDG Healthcare plcHealthcareUDG Healthcare has announced that its 2019 AGM will be held on 29 January 2019.
17 December 2018Mitchells & Butlers plcTravel, Hospitality, Leisure & TourismMitchells & Butlers has announced that its 2019 AGM will be held on 22 January 2019.
17 December 2018Thomas Cook Group plcTravel, Hospitality, Leisure & TourismThomas Cook Group has announced that its 2019 AGM will be held on 7 February 2019.

Capital reorganisations

Announcement dateCompanyIndustry sectorKey information
19 December 2018ASA International Group plcFinancial ServicesASA International Group announced that the company has undertook a court approved reduction of capital. The company’s share capital has been reduced from £100,050,000.00 to £1,050,000.00 to create distributable reserves for the payment of dividends.
14 December 2018Intercontinental Hotels Group plcTravel, Hospitality, Leisure & TourismIntercontinental Hotels Group announced a proposed share consolidation. All the ordinary shares in the company will be consolidated and each shareholder’s percentage holdings in the total issued share capital of the company immediately before and after the consolidation will remain unchanged. The share consolidation will replace every 20 existing ordinary shares with 19 new ordinary shares. The proceeds of the sale are expected to be sent to shareholders on 23 January 2019.

Delistings

Announcement dateDelisting companyIndustry sectorKey information
19 December 2018Akers Biosciences Inc.HealthcareAkers Biosciences has announced an intention to cancel admission of the company’s shares to trading on AIM. The company’s directors believe the relatively low liquidity in the company’s shares on AIM does not merit the ongoing costs and regulatory complexities associated with maintaining the listing. The company will seek shareholder approval in due course, and expect to complete the process by 31 March 2019. The company’s shares will continue to trade on Nasdaq.

Joint ventures

Announcement dateDealIndustry sectorKey information
20 December 2018Panthera Resources plc and Galactic Gold Mines Private LimitedMining, Metals & ExtractionPanthera Resources has announced the signing of a definitive term sheet with Galactic Gold Mines Private Limited (Galaxy), forming a partnership in India to advance the Bhukia JV Project. Galaxy has agreed to purchase a 10% stake in Panthera's 100% owned subsidiary, Indo Gold Pty Ltd., for US$1.25m and earn additional equity by providing ongoing support and services to advance the Bhukia JV project (70%) in Rajasthan, India.
19 December 2018GlaxoSmithKline plc and Pfizer Inc.Pharmaceuticals & BiotechnologyGlaxoSmithKline has announced a joint venture with Pfizer Inc to combine their consumer health businesses. GSK will have a majority controlling equity interest of 68% and Pfizer will have an equity interest of 32% in the joint venture.
The combination will bring together two highly complementary portfolios of trusted consumer health brands, including GSK's Sensodyne, Voltaren and Panadol and Pfizer's Advil, Centrum and Caltrate. The joint venture will be the global leader in OTC products with a market share of 7.3% ahead of its nearest competitor at 4.1% and have number 1 or 2 market share positions in all key geographies, including the US and China.
The proposed transaction is transformational to the scale of GSK's consumer healthcare business. Within 3 years of the closing of the transaction, GSK intends to separate the joint venture via a demerger of its equity interest and a listing of GSK consumer healthcare on the UK equity market.

LR/AIM Rules transactions

Announcement dateCompanyIndustry sectorKey information
20 December 2018GlaxoSmithKline plcPharmaceuticals & BiotechnologyGlaxoSmithKline announced a related party transaction under the Listing Rules.

Returns of value to shareholders

Announcement dateCompanyIndustry sectorKey information
18 December 2018XLMedia plcMedia & TelecommunicationsXLMedia has announced a share buyback programme to repurchase up to $10 million (approximately £7.9 million) of its ordinary shares. The purpose of the programme is to reduce the share capital of the company. The share buyback is subject to the authority granted by shareholders at the company’s most recent AGM.
14 December 2018Intercontinental Hotels Group plcTravel, Hospitality, Leisure & TourismIntercontinental Hotels Group announced a special dividend, which represents $2.62 per existing ordinary share. The company confirmed that £396 million will be returned to shareholders by way of a special dividend with a share consolidation. The special dividend is expected to be paid on 29 January 2019.

Reverse takeovers

Announcement dateCompanyIndustry sectorKey information
19 December 2018Fandango Holdings plc acquisition of Konnect Mobile Communications Inc.InvestmentFandango Holdings announced that it has signed a non-binding heads of terms agreement to acquire the entire issued share of Konnect Mobile Communications Inc., a Canadian fintech company focused on the mobile payment sector. 
The acquisition, if completed, would result in Fandango shareholders having a minority interest in the enlarged group and will constitute a reverse takeover under the Listing Rules since, inter alia, in substance it will result in a fundamental change in the business of the issuer.

Secondary offers

Announcement dateIssuerIndustry sectorKey information
17 December 2018Summit Therapeutics plcPharmaceuticals & BiotechnologySummit Therapeutics announced an offer for subscription to raise £19.8 million in gross proceeds. The company intends that this will be raised through the subscription of 78,125,000 new ordinary shares in the company, in the form of 15,625,000 american depository shares (ADS) at a subscription price of £1.26 per ADS. The subscription is not underwritten. The company’s shareholders will vote on the resolutions relating to the subscription at the General Meeting, to be held on 4 January 2019. Assuming the resolutions relating to the offer are passed, admission of the shares to trading on AIM is expected to take place on 8 January 2019.

 
Filed Under: Corporate Law Round-ups

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