BAE.L Regulatory News (BAE)

Beale Plc

Circular to Shareholders and Notice of General Meeting

Beale Plc (the "Company") is today posting a circular and a Notice of General Meeting to Shareholders which contains details of a proposed transfer of listing category on the Official List from premium to standard.

Copies of the circular will be submitted to the National Storage Mechanism and will shortly be made available for viewing online at the following website address: www.morningstar.co.uk/uk/NSM

Capitalised terms used but not defined herein shall have the meanings ascribed to them in the circular.

The General Meeting will be held on 22 February 2013 at The Norfolk Royale Hotel, Richmond Hill, Bournemouth, Dorset, BH2 6EN starting at 11.00am.

Background

Shareholders will be asked to vote on the proposed transfer of the Ordinary Shares out of the category of a "premium listing (commercial company)" on the Official List and into the category of a "standard listing" on the Official List.

In order to help implement a number of potential strategic initiatives more efficiently and cost effectively it has become clear that the Company requires a greater degree of regulatory flexibility than it has at present. In particular, the need for short-term growth capital to both adapt and enhance the infrastructure of retail assets is becoming increasingly necessary in the current trading environment. Currently the Company, as a premium listed issuer, is subject to the "super-equivalent" provisions of the Listing Rules (for further information on these provisions please see below). Consequently, the Company is required to seek prior shareholder approval in connection with acquisitions or disposals of assets, lease amendments and/or surrenders that involve the making of significant incentive payments where these exceed certain size criteria and/or involve a transaction with a related party. These restrictions, which would not be applicable to a company with a standard listing, could act to prevent the Company from carrying out a number of important projects that would allow the Company to generate additional funding as and when required. As a consequence of the need to seek Shareholder approval in advance (by virtue of the size of a project and/or the involvement of related parties) such projects could be rendered impracticable or even lost on the basis of time or cost or both. As a standard listed company, administrative costs would be reduced generally and certain transactions could be completed in a shorter timescale and at a materially lower expense than at present.

There are currently a number of potential projects relating to both the leasehold and freehold properties within the Group's portfolio that are being considered by the Board. These projects could involve either the amendment, surrender, renewal or take-on of leases and may affect the property assets of the Group. The completion of certain of these projects may afford the Company a financial incentive that would be material in the context of the Company's net assets and require Shareholder approval under Chapter 10 of the Listing Rules if a premium listing is maintained. Whilst none of these projects has been finalised, it is anticipated by the Directors that at least one could be concluded within three months following the proposed transfer of listing becoming effective. Shareholders should note that in the event that any of the projects is completed following a transfer to a standard listing, there will be no requirement to seek shareholder approval in advance. It must be noted that there can be no certainty that any of the potential projects referred to will be completed.

Accordingly, after careful consideration and analysis of the various listing regimes available to the Company, the Board has concluded that it is appropriate to align its regulatory responsibilities and the associated costs thereof with the Company's size by transferring the listing of the Ordinary Shares from the "premium" to the "standard listing" category under the Listing Rules.

Under the Listing Rules, the proposed transfer requires the Company first to obtain the approval of Shareholders by way of a special resolution and the date of transfer of listing category must not be less than 20 business days thereafter. The Board proposes to apply as soon as possible for the transfer to be effected and so, subject to the passing of the Resolution, it is anticipated that the date of transfer will be 25 March 2013. The Ordinary Shares will, on completion of the transfer, continue to be traded on the Main Market of the London Stock Exchange, but under the designation "Listed: Standard".

Transfer to standard listing

A standard listing requires a company to comply only with the minimum regulatory requirements imposed by the EU that apply to all securities that are admitted to trading on EU regulated markets whereas a premium listing imposes greater requirements.. As an issuer with a standard listing, the Company will remain subject to the Listing Rules (as applicable to a company whose equity shares have a standard listing), the Prospectus Rules and the Disclosure and Transparency Rules; however, it will not be required to comply with the super-equivalent provisions of the Listing Rules which apply to companies with a premium listing. Such super-equivalent provisions include:

• certain continuing obligations set out in Chapter 9 of the Listing Rules such as providing pre-emption rights to shareholders, the Model Code, certain rules regarding employee share schemes and long-term incentive plans, certain rules regarding the conduct of rights issues, open offers and placings and certain disclosures in annual financial reports;

• complying with or explaining against the UK Corporate Governance Code (although the Company will still be required to make a corporate governance statement under paragraph 7.2 of the Disclosure and Transparency Rules); and

• complying with provisions in Chapters 10 and 11 of the Listing Rules relating to significant and related party transactions.

Certain administrative requirements associated with the Ordinary Shares having a standard listing will be simplified as the Listing Rules for securities with a standard listing are less demanding and stringent than those applicable to securities with a premium listing. In particular, companies with securities admitted to a standard listing will not normally be required to produce documentation and seek prior shareholder approval in connection with the acquisition or disposal of assets which exceed certain size criteria and/or involve a transaction with a related party.

The higher level of regulation contained in the super-equivalent provisions referred to above has been designed to offer shareholders in premium listed companies additional rights and protections. Accordingly, investors should be aware that any investment in a company that has a standard listing is likely to carry a higher risk than an investment in a company with a premium listing. However, the Board intends to maintain appropriate standards of reporting and corporate governance which are appropriate for a company with a standard listing and intends to observe the requirements of the UK Corporate Governance Code. As a company with a standard listing, compliance with the UK Corporate Governance Code will be on a voluntary basis only.

The transfer to a standard listing will not affect the way in which Shareholders buy or sell Ordinary Shares and, following the transfer, existing share certificates in issue in respect of Ordinary Shares will remain valid. The Ordinary Shares will also continue to be eligible to be held in ISAs (individual savings accounts) and SIPPs (self-invested personal pensions). As for a company with a premium listing, a company with a standard listing is still required to have a minimum of 25 per cent. of its shares in public hands and will continue to be obliged to publish a prospectus when issuing new shares to the public unless such an issue falls within one of the permitted exemptions. Companies with standard listings are also still required to disclose price sensitive information to the market and to comply with the provisions of the Disclosure and Transparency Rules, including to make notifications of dealings in shares. They must also prepare annual audited financial reports, half yearly financial reports and interim management statements to the same standards and within the same timeframe required of companies with a premium listing.

Irrevocable undertakings

The Directors have received irrevocable undertakings to vote in favour of the Resolution from Shareholders holding in aggregate 33.59 per cent. of the issued Ordinary Shares.

Recommendation

The Board considers that the proposed transfer of listing category on the Official List from premium to standard is in the best interests of Shareholders as a whole.

Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution, as the Directors intend to do in respect of their own beneficial holdings of Ordinary Shares.

Expected timetable of principal events

The circular and Notice of General Meeting will also shortly be made available on the Company's website: www.beales.co.uk/corporate-information

For further information

Beale PLC

Tony Brown

Michael Hitchcock

Tel: 01202 522022