Investbx Limited will expect all major acquisitions or disposals undertaken by a Company, or any company under its control, otherwise than in the ordinary course of business, to be the subject of approval by the Company's shareholders in general meeting.
A major acquisition is one in which any one of the following criteria are met:
- The transaction will result in the Company issuing Shares with aggregate voting rights greater than those currently in issue; or
- The consideration for the acquisition is greater than the market capitalisation of the Company.
Where a major acquisition results in a fundamental change either to the nature of a Company’s business, or to the board or voting control of the Company, it will be regarded as a reverse takeover and, in addition to the requirements above, the Company’s trading facility will be suspended until the acquisition has been completed. In these circumstances the enlarged company will need to file with the Admissions Committee, for publication, the following documentation referred to in the Application Procedure in respect of both the Company and the company or business being acquired:
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Responsibility Letter;
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Confirmation Letters;
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Annual Form or Admission Document as appropriate;
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Directors Questionnaires, completed and signed by each new director;
Save in exceptional cases, the information will need to be available to Investbx Limited no later than the date of the posting of the circular to the Company's shareholders to approve the acquisition. The Company should make its application in advance of the general meeting so that its Shares are re-admitted on the day after the general meeting which approves the reverse takeover.
A major disposal is one where any one of the following criteria is met:
- The disposal would result in the Investbx Company selling a business (or businesses) or assets which account for 75% of the profits before tax and/or 75 % of the net tangible assets of the Company or its group, by reference to the last audited accounts of the Company ; or
- The consideration for the disposal is more than 75% of the market capitalisation of the Company.
The Admissions Committee will not consider a Company that has sold all its operating businesses as suitable for Admission to trading.
In cases of doubt a Company should seek guidance from its Designated Professional. Investbx Limited will expect that any circular from a Company to its shareholders about either a proposed major acquisition or major disposal will include a statement that a Designated Professional has been consulted about the contents of the circular and informed the Company’s Board in writing that the circular complies with the Investbx Admission Principles, including a statement to the effect that "the Board of the Company, having been so advised by their corporate adviser who is a Designated Professional, consider the terms of the transaction to be fair and reasonable and in the best interests of shareholders as a whole”.
