SafeCharge says re-domicile to Guernsey on track to complete on October 30th


Payment services provider SafeCharge International Group Ltd (LON:SCH) has earlier today issued an update regarding the planned migration of the company’s domicile to Guernsey and resultant re-admission to the AIM Market of the London Stock Exchange (AIM).

The migration process is on track and is expected to complete prior to market opening on October 30, 2015. As part of the re-domicile and the resultant re-admission to AIM, Guernsey ordinary shares in the capital of the Company will be issued to replace the existing issued BVI ordinary shares.

Admission and CREST settlement:

  • The ISIN of the Guernsey Ordinary Shares will be GG00BYMK4250;
  • The SEDOL of the Guernsey Ordinary Shares will be BYMK425;
  • The TIDM of the Guernsey Ordinary Shares will remain SCH.

The company has applied for the 151,575,515 ordinary shares of US$0.0001 each in its capital to be admitted to trading on AIM. It is expected that the Guernsey Ordinary Shares will be issued, their admission will become effective and that dealings in them will commence on October 30, 2015.

Once the Migration is effective, anticipated to be on October 30, 2015, the BVI Ordinary Shares will be de-listed from AIM. The last day of dealings in the BVI Ordinary Shares is expected to be on October 29, 2015.

Upon completion of the re-domicile to Guernsey, SafeCharge will adopt new Articles of Incorporation. These will be in substantially the same form as the Existing Articles that were approved by shareholders at the Company’s AGM held on May 19, 2015.

There are several material changes to the company’s constitution, including:

1. A new article 2.2 has been added which requires shareholders of the Company to grant authority to the Board to issue any shares in the Company from time to time; and

2. Article 13 of the Existing Articles (Purchase of Own Shares) has been deleted and article 2.4 of the New Articles has been included in its place. Under article 2.4 of the New Articles, any repurchase of the Company’s shares now requires shareholder approval.

The reasons for the move to Guernsey are numerous, as discussed in an earlier article by LeapRate. SafeCharge believes that a migration to Guernsey would facilitate a potential move of the company from AIM to the Main Market of the London Stock Exchange. Also, as a company incorporated in Guernsey, SafeCharge will fall under the auspices of The City Code on Takeovers and Mergers, and will thus secure additional protections to its shareholders.

To view the full official announcement from SafeCharge, click here.

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SafeCharge says re-domicile to Guernsey on track to complete on October 30th

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