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Shore Capital, the independent investment group specialising in equity capital markets, principal finance and alternative asset management, today announces its proposal to seek Shareholders’ approval for a reorganisation of the Company’s share capital (the “Share Capital Reorganisation”) and a de-listing of the Company’s shares from trading on the Bermuda Stock Exchange (the “Delisting”). A circular to shareholders (the “Circular”) will be posted to shareholders today setting out the details of the Share Capital Reorganisation and the Delisting and containing notice of a general meeting convened at 11 a.m. on 19 February 2025 to propose and, if thought fit, approve certain resolutions relating to the implementation of the Share Capital Reorganisation and the Delisting.

A copy of the Circular may be viewed on the Company’s website: www.shorecap.gg

Capitalised terms used, but not defined, in this announcement will have the meaning given to them in the Circular.

Background to the Share Capital Reorganisation and Delisting 

 

As at 29 January 2025, being the last practicable date prior to publication of this document, the Company had 298 registered Shareholders, representing over 400 underlying beneficial holders.  Of these registered Shareholders, some 240 Shareholders have registered holdings of fewer than 2,500 Existing Ordinary Shares, representing approximately 80.9 per cent. of the total number of Shareholders, but less than 0.5 per cent. of the Existing Ordinary Shares. The average value of such shareholdings (fewer than 2,500 Existing Ordinary Shares) was £840 based on the closing mid-market price as at 29 January 2025.

 

The Board believes that the current size of the Shareholder register is disproportionate for a company of its size and that, consequently, it is not in the Company’s best interests to continue to bear the financial and administrative burden of servicing such a large shareholder base.  Further, the Board believes that, due to their small holdings, many Shareholders may have considered selling their Existing Ordinary Shares but have decided not or been unable to do so in the light of dealing and administration costs relating to such a sale and limited liquidity in the Existing Ordinary Shares on the Bermuda Stock Exchange.  Any recent transaction volume has only been as a result of an on-market cross facilitated by the Company.

 

In common with other companies in similar circumstances, the Board is therefore proposing a restructuring of the Existing Ordinary Shares, the aim of which is to reduce the number of Shareholders thereby achieving cost savings for the Company, whilst at the same time returning value to Shareholders with smaller interests free of commission.

The Share Capital Reorganisation

 

By means of the Share Capital Reorganisation every 2,500 Existing Ordinary Shares will be consolidated into one New Ordinary Share.

 

As at 29 January 2025, being the last practicable date prior to publication of this document, there are 21,289,915 Existing Ordinary Shares in issue.  In order to facilitate the Share Capital Reorganisation, the Board intends, as a preliminary step, to issue up to 85 Existing Ordinary Shares to the Company’s Group General Counsel, to ensure that, immediately preceding the Record Date, the number of Existing Ordinary Shares would be exactly divisible by 2,500.

 

The Group General Counsel will not become entitled to any New Ordinary Shares as a result of the Share Capital Reorganisation as her shareholding, following the issue of the above Existing Ordinary Shares, will be less than 2,500 Existing Ordinary Shares.  She will only have an interest in a fraction of a New Ordinary Share, which will be dealt with in the manner described below, save that any amount which would be payable to her shall be retained for the benefit of the Company.

 

Share rights

 

The rights attaching to the New Ordinary Shares will be the same as those attaching to the Existing Ordinary Shares including, without limitation, the same voting, dividend and other rights. 

 

The effect of the Share Capital Reorganisation will mean that, subject to what is set out in relation to fractional entitlements below, each Shareholder’s proportionate interest in the Company’s issued ordinary share capital will remain materially the same. 

 

The entitlements to Existing Ordinary Shares of holders of options over Existing Ordinary Shares will be adjusted in accordance with the terms of such options in order to reflect the effect of the Share Capital Reorganisation.

 

Settlement

 

Following the Share Capital Reorganisation, the Existing Ordinary Shares will be converted into a lesser number of New Ordinary Shares.  New share certificates in respect of New Ordinary Shares are expected to be posted, at the risk of Shareholders, on or prior to 6 March 2025 to those Shareholders who currently hold their Existing Ordinary Shares in certificated form (and who hold 2,500 or more Existing Ordinary Shares).  These will replace existing certificates which should be destroyed.  Pending the receipt of new certificates, transfers of New Ordinary Shares held in certificated form will be certified against the register of members of the Company.  The New Ordinary Shares have been allocated new stock identification codes as follows: SEDOL code (BS44058) and ISIN code (GG00BS440585).

 

In the case of Shareholders who hold their shares through the CREST system (and who hold 2,500 or more Existing Ordinary Shares), the New Ordinary Shares will be credited to CREST accounts on 20 February 2025.

 

Fractional entitlements and payments to Shareholders

 

The Company will not allocate fractions of New Ordinary Shares to individual Shareholders pursuant to the Share Capital Reorganisation.  Where the number of Existing Ordinary Shares held by any Shareholder on the Record Date is not exactly divisible by 2,500, so that such Shareholder would otherwise have been entitled to a fraction of a New Ordinary Share, such fractions shall be aggregated with the fractions of New Ordinary Shares to which other Shareholders would have been entitled so as to form full New Ordinary Shares. Such aggregated fractions will then be sold in the market free of commission.  The proceeds of such sales will be paid to each Shareholder in proportion to the fractional entitlements to which such Shareholder would otherwise have been entitled.  Such sums shall be paid to relevant certificated Shareholders by cheque and to relevant uncertificated Shareholders by payment through CREST, in either case within 14 days of the aggregated fractional entitlements being sold in full.

 

Shareholders should be aware that if they hold fewer than 2,500 Existing Ordinary Shares on the Record Date, following the Share Capital Reorganisation they will cease to be a shareholder in the Company and they will not receive any New Ordinary Shares and therefore will not be entitled to New Ordinary Shares under the Share Capital Reorganisation.

The Delisting and Board Changes

 

Reasons for the Delisting

 

The Board has decided to propose the Delisting for the following reasons:

 

•       Trading in the Company’s Ordinary Shares on the BSX has been minimal over a long period and has not provided any liquidity, even for small shareholders.

 

•       Any transaction volume has been as a result of an on-market cross facilitated by the Company.

 

•       The cost to the Company of maintaining a public listing is outweighed by any perceived benefit.

 

Effect of the Delisting

 

The rules of the BSX require that the delisting of a company’s shares from trading on the BSX requires the consent of not less than three quarters of votes cast by holders of its listed securities given in a duly convened meeting of such holders.

 

Assuming that the Delisting is approved and effected, Shareholders will no longer be able to buy and sell Ordinary Shares (or New Ordinary Shares) on the BSX. 

 

As a company incorporated in Guernsey, the Company will continue to be subject to the requirements of the Companies (Guernsey) Law, 2008 (as amended).  Following the Delisting taking effect, the Company will no longer be subject to the regulations of the BSX or be required to retain the services of a listing agent. Shareholders who continue to hold New Ordinary Shares following the Delisting will continue to be notified in writing of the availability of key documents on the Company’s website, including publication of annual reports and annual general meeting documentation. Holders of New Ordinary Shares will be eligible to receive any future dividends that may be declared.

 

It is anticipated that the Delisting will occur on 21 May 2025.

 

It has been agreed that, on Delisting, Dr Zvi Marom and James Rosenwald III will resign from their positions as directors of the Company, with immediate effect.

Expected timetable of principal events

Circular, notice of General Meeting and Form of Proxy posted to Shareholders	31 January 2025
Latest time and date for receipt of completed Forms of Proxy	11.00 a.m. on 17 February 2025
General Meeting	11.00 a.m. on 19 February 2025
Record date for Share Capital Reorganisation	6.00 p.m. on 19 February 2025
Delisting of the New Ordinary Shares on BSX expected to take place	21 May 2025
Expected date for crediting CREST accounts (where applicable)	20 February 2025
Expected date by which certificates in respect of New Ordinary Shares are to be despatched to certificated Shareholders	On or prior to 6 March 2025
Expected date by which fractional entitlement cheques are to be despatched, or payments made through CREST	14 days after sale in full of the aggregated fractional entitlements

 

 

References to time in this document are to the time in the United Kingdom.  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/or dates will be notified to Shareholders by announcement on a regulatory information service.

 

Enquiries:

 

Shore Capital Group Limited	Simon Fine – Co-Chief Executive Officer David Kaye – Co-Chief Executive Officer Andrew Whittaker – Non-Executive Director	+44 (0) 20 7468 4050 +44 (0) 20 7468 4050 +44 (0) 14 8172 4222
Listing Sponsor:   Global Custody Clearing Ltd (A Member of the LOM Group)	Scott Hill	441 292-5000

                       

About Shore Capital

 

Shore Capital is a financial services group founded in 1985, which specialises in equity capital market activities, alternative asset management and principal finance. It has offices in Guernsey, London, Liverpool and Berlin. Its equity capital markets division offers a wide range of services for companies, institutional investors and other sophisticated clients, including corporate finance, stockbroking and market-making. Its asset management division manages specialist funds, with a particular focus on real estate, growth capital and alternative asset classes. The Group conducts principal finance activities using its own balance sheet.

 

www.shorecap.gg