THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or as to the action you should take, you are recommended to seek advice from your solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, by another appropriately authorised independent financial adviser.

If you sell or transfer or have sold or transferred all of your Ordinary Shares, please forward this Document as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through or to whom the sale or transfer was effected for onward transmission to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take.

The release, publication or distribution of this Document in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Document comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This Document does not constitute an offer to sell or issue, nor the solicitation of an offer to buy or subscribe for, shares in any jurisdiction in which such offer or solicitation is unlawful.

Pelatro PLC

Incorporated in England and Wales with registered number 10630166

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Notice of General Meeting

Re‐Registration as a Private Limited Company

And

Adoption of New Articles of Association

The Directors, whose names appear in Part I of this Document, accept responsibility, collectively and individually, for the information contained in this Document. To the best of the knowledge and belief of each of the Directors (who have all taken reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and does not omit anything likely to affect the import of such information.

This Document should be read in its entirety. Your attention is drawn to the letter from the Chairman of the Company set out in Part I of this Document which includes a recommendation of the Directors that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below.

  1. notice to convene a General Meeting of the Company, to be held at the offices of the Company at 11.00 a.m. on 21 September 2023 is set out in Part IV of this Document.

CONTENTS

Expected timetable of principal events

3

Directors and Advisers

4

Definitions

5

Part I - Letter from the Chairman of Pelatro PLC

7

Part II - Principal Effect of Re‐Registration and Adoption of New Articles on Shareholders

13

Part III - The Takeover Code

15

Part IV - Notice of General Meeting

19

2

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the proposed Cancellation pursuant to AIM Rule 41

31 August 2023

Posting of this Circular to Shareholders

4 September 2023

Latest time for receipt of proxy appointments in respect of the

11.00 BST, 19 September 2023

General Meeting

Time and date of General Meeting

11.00 BST, 21 September 2023

Last day of dealings in the Ordinary Shares on AIM

28 September 2023

Cancellation of admission of the Ordinary Shares to trading on AIM

29 September 2023

Re‐registration as a private company

Week commencing 23 October

Matched Bargain Facility for Ordinary Shares commences

29 September 2023

Notes:

All of the times referred to in this Document refer to London time, unless otherwise stated.

Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

3

DIRECTORS AND ADVISERS

Directors

Harry Berry (Independent Non‐Executive Chairman)

Subash Menon (Chief Executive Officer)

Sudeesh Yezhuvath (Chief Operating Officer)

Pieter Verkade (Independent Non‐Executive Director)

Registered office

49 Queen Victoria Street

London

EC4N 4SA

Nominated Adviser and Broker

finnCap Limited

One Bartholomew Close

London

EC1A 7BL

Legal advisers to the Company

Memery Crystal

165 Fleet Street

London

EC4A 2DY

Registrars

Equiniti Limited

Aspect House, Spencer Road

Lancing

West Sussex

BN99 6DA

4

the rules and guidance for companies whose shares are admitted to trading on AIM entitled "AIM Rules for Companies" published by the London Stock Exchange, as amended from time to time
a day (excluding Saturdays, Sundays and public holidays in England and Wales) on which banks are generally open for the transaction of normal banking business in London
the cancellation of admission of the Ordinary Shares to trading on AIM in accordance with Rule 41 of the AIM Rules, subject to passing of the Cancellation Resolution
Resolution 1 to be proposed at the General Meeting
Pelatro plc, a company incorporated in England and Wales with registered number 10630166 and having its registered office at 49 Queen Victoria Street, London EC4N 4SA
the Companies Act 2006 (as amended from time to time
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as also defined in the CREST Regulations)
The Uncertificated Securities Regulations 2001 (SI2001/3755), (as amended from time to time)
the articles of association of the Company at the date of this Document
the directors of the Company, whose names are set out in Part I of this Document
the disclosure rules and transparency rules made by the UK Financial Conduct Authority pursuant to section 73A of FSMA
this document, containing information regarding the Cancellation, the Re‐registration, the adoption of the New Articles and the General Meeting
finnCap Limited
the Financial Services and Markets Act 2000 (as amended from time to time)
the general meeting of the Company convened for 11.00 a.m. on 21 September 2023 and any adjournment thereof, notice of which is set out in Part IV of this Document
Pelatro and its subsidiary undertakings (as such term is defined in section 1162 of the Companies Act) from time to time
London Stock Exchange plc
5
AIM, the market operated by the London Stock Exchange

DEFINITIONS

The following definitions apply throughout this Document, unless the context requires otherwise: "AIM"

"AIM Rules"

"Business Day"

"Cancellation"

"Cancellation Resolution" "Company" or "Pelatro"

"Companies Act" "CREST"

"CREST Regulations"

"Current Articles"

"Directors" or "Board"

"Disclosure Guidance and

Transparency Rules"

"Document"

"finnCap" "FSMA"

"General Meeting"

"Group"

"London Stock Exchange"

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Pelatro plc published this content on 04 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 September 2023 14:38:05 UTC.