Market Tracker weekly round-up—21 April 2017

Weekly round-up of the latest corporate announcements, including takeovers of Exova Group plc and WS Atkins plc, a reverse takeover by Shearwater Group plc, reorganisations by Urals Energy Public Company Limited, National Grid plc, Turbo Power Systems Inc, Great Portland Estates plc, Independent Resources plc and ZOO Digital Group plc, returns of value to shareholders by Great Portland Estates plc, National Grid plc and RELX plc, delistings by Turbo Power Systems Inc and MoneySwap plc, and 3 AGM notices.

New deals (and AGMs) announced:

AGMs

Announcement date Company Key information
20 April 2017 Amerisur Resources plc Amerisur Resources announced that its 2017 AGM will be held on 9 May 2017.
19 April 2017 JRP Group plc JRP Group announced that its 2017 AGM will be held on 18 May 2017.
18 April 2017 Next plc Next announced that its 2017 AGM will be held on 18 May 2017.

Delistings

Announcement date Company Key information
19 April 2017 Turbo Power Systems Inc Turbo Power Systems announced the proposed cancellation of admission of its common shares to trading on AIM.
Subject to the cancellation resolution being passed at the annual general and special meeting, the expected last day of dealings in common shares on AIM will be Friday 2 June 2017 and the cancellation will become effective at 7.00 am on Monday 5 June 2017.
13 April 2017 MoneySwap plc MoneySwap  proposals to cancel the company's shares from trading on AIM.
The Company intends to convene a general meeting shortly, at which it will propose a resolution to approve the cancellation in accordance with Rule 41 of the AIM Rules for Companies. The earliest date at which Cancellation could be effected is 17 May 2017.

Reorganisations

Announcement date Company Key information
21 April 2017 Urals Energy Public Company Limited Urals Energy announced proposals to reduce the company's share premium account and perform a share consolidation.It is proposed that the company's share premium account be reduced from US$656,167,589 to nil by writing off the losses of the company equivalent to this reduction of share premium account. It is further proposed that the company performs a share consolidation, whereby every 20 existing ordinary shares of nominal value of US$0.0063 each in the share capital of the company be replaced by 1 new ordinary share of nominal value US$0.126.
In connection with the proposals, an extraordinary general meeting of the company will be held on 26 May 2017.
19 April 2017 National Grid plc National Grid announced a proposed share consolidation, replacing every 12 existing ordinary shares with 11 new ordinary shares.
The consolidation is being proposed in connection with a special interim dividend and so in order to maintain comparability of the company's share price before and after the special dividend, National Grid plans to undertake the proposed share consolidation.
The share consolidation is conditional on shareholder approval being given at the company's general meeting on 19 May 2017.
19 April 2017 Turbo Power Systems Inc Turbo Power Systems announced a proposed share consolidation of 5,000 common shares into one new common share.
The company currently has over 1,000 registered shareholders and has 3,336,865,922 common shares in issue, of which 1,008 shareholders represent in aggregate 99.9% of the total number of shareholders but only 10.57% of the total issued share capital of the company. The size of the shareholder register (relative to the company's current market value) places an unwarranted financial and administrative burden on the company. The company is therefore seeking shareholder approval to rationalise the share capital of the company by way of a consolidation of share capital, with a view to reducing costs and streamlining the shareholdings in the company.
19 April 2017 Great Portland Estates plc Great Portland Estates announced a 19-for-20 share consolidation of the company's ordinary share capital.
The general meeting to approve the share consolidation and associated resolutions regarding the share capital of the company will be held at 11.30 am on Wednesday 17 May 2017.
18 April 2017 Independent Resources plc Independent Resources announced that it intends to seek shareholder approval to consolidate its 0.01p ordinary shares on the basis of 25:1.
18 April 2017 ZOO Digital Group plc ZOO Digital announced a proposed share capital reorganisation, comprising of a subdivision of the company's existing ordinary shares in order to create two new classes of shares: ordinary shares with a nominal value of one penny and deferred shares with a nominal value of 14 pence.
The existing ordinary shares have recently been trading on AIM at a price below their nominal value of 15 pence per share. The issue of new shares by a company incorporated in England and Wales at a price below their nominal value is prohibited by the Companies Act 2006 and accordingly, the company is unable to issue further existing ordinary shares at a price of less than 15 pence per share.

Returns of value to shareholders

Announcement date Company Key information
20 April 2017 RELX plc RELX plc and RELX N.V. (the "Companies") announced that in accordance with the EU Market Abuse Regulation, they will implement an irrevocable, non-discretionary programme to repurchase their respective ordinary shares up to the value of £265 million in total between 20 April 2017 and 24 July 2017.The Companies have, since 3 January 2017, purchased 18.6 million shares at a total cost of approximately £275 million, leaving a further £425 million of the previously announced full year total of £700 million to be completed by year end.
19 April 2017 National Grid plc National Grid announced that its board has approved a special interim dividend of 84.375 pence per existing ordinary share, following completion of the sale of a majority interest in National Grid Gas Distribution.The special dividend will be paid on 2 June 2017 to those shareholders who are on the Company's register of members on 19 May 2017.
19 April 2017 Great Portland Estates plc Great Portland Estates announced that it intends to pay a special dividend of 32.15 pence per share to shareholders, equating to approximately £110 million.The general meeting to approve the special dividend will be held at 11.30 am on Wednesday 17 May 2017.

Reverse takeovers

Announcement date Company Key information
20 April 2017 Shearwater Group plc acquisition of SecurEnvoy Limited—placing and open offer Shearwater Group announced that it has conditionally agreed to acquire the entire issued share capital of SecurEnvoy Limited, a leading UK based provider of multifactor authentication software solutions.The acquisition will constitutes a reverse takeover pursuant to Rule 14 of the AIM Rules and as a result requires the approval of shareholders.

Takeovers

Announcement date Deal Key information
21 April 2017 WS Atkins plc—offer by SNC-Lavalin Group Inc. Canadian-incorporated SNC-Lavalin announced a recommended all-cash offer for Main Market-listed WS Atkins, structured by way of a scheme of arrangement.
Target shareholders are set to receive 2,080 pence per share, valuing the acquisition at £2.1 billion.
The firm offer follows SNC-Lavalin's possible offer approach for Atkins, announced on 3 April 2017.
See deal summary:
WS Atkins plc—possible offer by SNC-Lavalin Group Inc. (firm offer announced)
The scheme document is to follow.
19 April 2017 Exova Group plc—offer by Element Materials Technology Group Limited Element announced a recommended all-cash offer for Main Market-listed Exova, structured by way of a scheme of arrangement.Target shareholders are set to receive 242.35 pence per share, valuing the acquisition at £620.3 million.
The firm offer follows the possible offer approach by Element, PAI Partners SAS and Jacobs Holding AG, all declared to the market in Exova's Rule 2.4 announcement dated 27 March 2017.
See deal summary:
Exova Group plc—possible offer by Element Materials Technology (firm offer announced)

This weekly round-up covers all deals announced from 2pm on Thursday 13 April until 2pm on Friday 21 April. Any deals announced after this time will be included in the following day's round-up.

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