Proventec plc : - Cancellation of trading on AIM and Notice of GM
01/24/2012 | 02:38am
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Press Release
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24 January 2012
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Proventec plc
("Proventec" or the
"Company")
Proposed cancellation of admission to trading on
AIM
Notice of General Meeting
seeking shareholder approval for the cancellation of
admission to trading on AIM of its ordinary shares of 10p
each ("Ordinary Shares") ("AIM
Cancellation"). A circular is today being posted
to the Company's shareholders convening a General Meeting
to take place at 11am on Thursday 9 February 2012 at 30 Crown
Place, London EC2A 4ES to seek such approval ("General
Meeting") and explaining the background to
the proposed AIM Cancellationand the
reasons why the Directors unanimously consider
the proposed AIM Cancellationto be in the
best interests of the Company and its shareholders as a
whole, and why they recommend that shareholders should vote
in favour of the proposed AIM
Cancellationat the General Meeting
("Circular)".
It should be noted that the Company intends to maintain
the listing of its Ordinary Shares (and Loan Notes) on
Alternext and the proposed AIM Cancellation will not affect
those listings.
The Circular will also be available on the
investors' section of Proventec's website accessible
at www.proventecplc.com.
significant proportionof the Company's
shareholders based in the Eurozone, we believe that the
current Alternextlisting can be used for their
future trading purposes. This coupled with the fact
that there are significant cost savings to be made from our
proposed withdrawal from AIM, lead the Board to recommend
shareholders of the Company vote in favour of the resolution
to be proposed at the General Meeting."
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For further information, please contact:
Media enquiries:
The following information is extracted from a circular
to Shareholders (the "Circular") expected to be
posted today. Copies of the Circular will be available
at the offices of Seymour Pierce Limited (20 Old Bailey,
London, EC4M 7EN) upon request. Definitions used in the
Circular apply in this announcement unless the context
otherwise requires.
Proposed Cancellation of trading of Ordinary Shares on
AIM
and Notice of General Meeting
1.
Introduction
The purpose of this announcement is to explain the
background to the proposed cancellation of trading of
Ordinary Shares in Proventec on AIM (and the reasons why the
Board consider the proposed AIM Cancellation to be in the
best interests of the Company and its Shareholders as a
whole) and to seek your approval to the proposed AIM
Cancellation at the General Meeting to be convened for this
purpose. The Notice of the General Meeting is set out
in the Circular.
It should be noted that the Company intends to maintain
the listing of its Ordinary Shares (and Loan Notes) on
Alternext and the proposed AIM Cancellation will not affect
those listings.
Your attention is drawn to paragraph 7 below which
contains a recommendation from the Directors that you vote in
favour of the Resolution to effect the proposed AIM
Cancellation.
2.
Rationale for the AIM Cancellation
2.1
Having undertaken a review of both the advantages and
disadvantages of maintaining Admission of the Ordinary Shares
to trading on AIM, the Directors have concluded that a
proposal to cancel the Admission should be made to
Shareholders in a General Meeting. In reaching the
decision to propose this to Shareholders, the Directors have
taken the following factors into account:-
2.1.1 given the overall
market conditions for small listed companies, the Directors
are of the opinion that it is (and will continue to be)
difficult for the Company to attract meaningful equity
investment through its listing on AIM;
2.1.2 the AIM listing of
the Ordinary Shares is not offering investors the opportunity
to trade in meaningful volumes or with frequency within an
active market;
2.1.3 a significant
proportion of the Company's shareholders (many of whom
are based outside the UK, often in the Eurozone) have
indicated to the Company that they would utilise the
Alternext Listing for trading purposes instead of AIM;
and
2.1.4 the Directors
estimate that annual direct and indirect costs of maintaining
the listing of the Ordinary Shares on AIM are at least
£140,000. This estimate
includes listing expenses and AIM advisory fees (and excludes
(a) any indirect cost savings associated with the
considerable amount of senior executive time which is
currently spent dealing with the issues related to the AIM
listing and (b) the costs of maintaining the Alternext
listing (which will continue)).
2.2
Following careful consideration, the Board believes that it
is in the best interests of the Company and Shareholders to
effect the AIM Cancellation at the earliest opportunity -
(and the Company has notified the London Stock Exchange of
the proposed AIM Cancellation). If Shareholders approve
the proposed AIM Cancellation, it is anticipated that the
last day of dealings in the Ordinary Shares will be
21 February2012 and that the effective
date of the AIM Cancellation will be 22
February2012.
3.
Process for AIM Cancellation and principal effects of
the proposed AIM CANCELLATION
3.1
In accordance with Rule 41 of the AIM Rules, the
Company has notified the London Stock Exchange of the
proposed AIM Cancellation. Under the AIM Rules, it is a
requirement that the AIM Cancellation is approved by the
requisite majority of Shareholders voting at the General
Meeting (being not less than 75 per cent. of the votes cast
whether present, in person or by proxy). Accordingly,
the Resolution seeks Shareholders' approval to the AIM
Cancellation. Subject to the Resolution approving the
AIM Cancellation being passed at the General Meeting, it is
anticipated that trading in the Ordinary Shares on AIM will
cease at close of business on 21 February
2012 with the AIM Cancellation taking
effect at 0700am on 22
February2012.
3.2
The principal effects of the proposed Aim Cancellation
would include (amongst others):-
3.2.1 there
would be no public stock market in the UK on which
Shareholders can trade their Ordinary Shares (although
Shareholders should note that the Alternext Listing would
continue);
3.2.2 the
Company will no longer be required to comply with the AIM
Rules (or to have a nominated adviser) - the Company will
however continue to be subject to the Alternext Rules (which,
amongst other things, requires the Company to provide
financial updates to the market at prescribed intervals but
which would not for instance require prior shareholder
approval to any form of sales or disposals by the Company,
however material);
3.2.3 the
Company will no longer be required to comply with any of the
additional specific corporate governance requirements for
companies admitted to trading on AIM;
3.2.4 the
Company's CREST facility will be cancelled and, although
the Ordinary Shares will remain transferable, they will cease
to be transferable through CREST. Instead, Shareholders who
hold Ordinary Shares in CREST will receive share
certificates.
3.3
Shareholders should note that, under current Code
provisions, the Company will remain subject to the provisions
of the City Code on Takeovers and Mergers for a period of at
least 10 years from the effective date of the proposed AIM
Cancellation (expected to be 22
February2012). Accordingly,
Shareholders will continue to receive the protections
afforded by the Code in the event that an offer is made to
Shareholders to acquire their Ordinary Shares.
4.
Transactions in the Ordinary Shares following AIM
Cancellation
As a result of the proposed AIM Cancellation the Board
recognises that it will make it more difficult for the
Shareholders to buy and sell Ordinary Shares in the UK should
they want to do so. The Alternext Listing will not be
effected by the AIM Cancellation and Shareholders are
recommended to speak to their brokers about the procedures
(and any associated costs) for trading (or enabling the
ability to trade) on Alternext to assess whether such
procedures may be available to Shareholders holding
certificated shares going forward (or whether, for those
currently holding through CREST, preparatory arrangements can
be put in place prior to the cessation of dealings in CREST).
The Board will, in any event, review on an on-going basis
whether it can facilitate trading on a matched bargain basis
in the UK and Shareholders interested in any such potential
matched bargain arrangements should contact the Company
Secretary (on 00 44 151 706 0626) in the first
instance.
Shareholders are also advised toseek
advice from a stockbroker, solicitor, accountant, or other
appropriate independent professional adviser authorised under
the Financial Services and Markets Act 2000, as amended, if
you are in the United Kingdom or, if not, from another
appropriately authorised independent professional adviser in
relation to any proposed sale of their Ordinary
Shares.
5.
GENERAL MEETING
The AIM Cancellation is conditional upon the passing of
the Resolution at the General Meeting. Accordingly, you
will find set out in the Circular a notice convening the
General Meeting to be held at 30 Crown Place, London EC2A 4ES
at 11 a.m on 9 February 2012, at which Shareholders will be
asked to consider and, if thought fit, approve the Resolution
as set out in the Notice of General Meeting.
If Shareholders wish to buy or sell the Ordinary Shares
on AIM they must do so prior to the proposed AIM Cancellation
becoming effective. As noted above, in the event that
Shareholders approve the proposed AIM Cancellation, it is
anticipated that the last day of dealings in the Ordinary
Shares on AIM will be 21 February 2012 and that the effective
date of AIM Cancellation will be 22 February 2012.
6.
ActionS to be taken by shareholders
You will find enclosed with the Circular a From of
Proxy for use at the General Meeting. To be valid, a Form of
Proxy must be completed and signed in accordance with the
instructions thereon and returned to the Company's
registrars, Capita Registrars, PXS, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible
and in any event so as to be received by no later than 11
a.m. on 7 February 2012. The completion and return of a
Form of Proxy will not prevent Shareholders who are entitled
to vote from attending and voting in person at the General
Meeting if they so wish. Crest members who wish to
appoint a proxy or proxies through the CREST electronic proxy
service may do so for the General Meeting (and any
adjournment thereof) by using the procedures described in the
CREST manual. CREST personal members or other CREST
sponsored members and those CREST members who have appointed
a voting service provider should refer to their CREST sponsor
or voting service provider who are able to take the
appropriate action on their behalf.
7.
Recommendation
Your Board considers the passing of the Resolution to
be in the best interests of the Company and its Shareholders
as a whole. Accordingly, your Board unanimously
recommends that you vote in favour of the Resolution set out
in the Notice of General Meeting.
Yours sincerely
David Chestnutt
Chief Executive Officer
For and on behalf of the Board
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
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Publication of this document, the Notice of the General
Meeting and the Form of Proxy
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24 January 2012
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Latest time and date for receipt of Forms of Proxy for
the General Meeting of Shareholders
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11 a.m. on 7 February 2012
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General Meeting of Shareholders
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11 a.m. on 9 February 2012
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Last day of dealings in Ordinary Shares on AIM and in
CREST
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21 February 2012
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Expected date of cancellation of admission to trading
on AIM
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22 February 2012
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Notes:
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1.
References to times in the Circular are to London time
unless otherwise stated.
2.
If any of the above times and/or dates change, the
revised times and/or dates will be notified to
Shareholders by an announcement through a regulatory
information service recognised by the London Stock
Exchange.
3.
The cancellation of admission to trading on AIM
requires the approval of not less than 75 per cent of
the votes cast by Shareholders at the General Meeting
(and all events in the above timetable following the
General Meeting assume that the Resolution is approved
by Shareholders and that the General Meeting is not
adjourned).
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DEFINITIONS AND GLOSSARY OF KEY TERMS
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"£"
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pounds sterling, the lawful currency for the time being
of the UK
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"Admission"
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the admission of the Ordinary Shares to trading on AIM
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"AIM"
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a market operated by the London Stock Exchange
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"AIM Cancellation"
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the cancellation of admission of the Ordinary Shares to
trading on AIM
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"AIM Rules"
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the current rules published by the London Stock
Exchange which set out rules and responsibilities in
relation to companies listed on AIM Companies
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"Alternext"
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the Alternext stock market regulated by Euronext
Paris SA
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"Alternext Listing"
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the listing of (some or all of the) Ordinary
Shares on Alternext
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"Alternext Loan Note Listing"
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the listing of the Loan Notes on Alternext
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"Alternext Rules"
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the current rules published by Euronext Paris SA which
set out rules and responsibilities in relation to
companies listed on Alternext
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"Board" or
"Directors"
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the members of the board of directors of the Company
whose names are set out in page 3 of the Circular
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"Capita" or
"Registrars"
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a trading division of Capita Registrars Limited of The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
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"Circular"
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this circular to Shareholders dated 24 January 2012
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"Code"
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the City Code on Takeovers and Mergers
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"CREST"
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the computerised system for the paperless settlement of
sales and purchase of securities and the holding of
uncertificated securities operated by Euroclear UK &
Ireland Limited under the CREST Regulations
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"CREST Regulations"
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the Uncertificated Securities Regulations 2001 (SI 2001
No.3755), as amended (including pursuant to the
Companies Act 2006 (Consequential Amendments)
(Uncertificated Securities) Order 2009)
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"Form of Proxy"
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the form of proxy for use in connection with the
General Meeting accompanying the Circular
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"General Meeting"
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the general meeting of the Company to be held at 30
Crown Place, London EC2A 4ES notice of which is set out
on page 9 of the Circular
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"Group"
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Proventec plc, its subsidiaries and subsidiary
undertakings
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"Loan Notes"
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the 7% fixed rate unsecured loan notes 2015
issued by the Company
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"London Stock Exchange"
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London Stock Exchange plc
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"Ordinary Shares"
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the fully paid ordinary shares of £0.10 each of the
Company
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"Proventec" or
"Company"
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Proventec plc incorporated in England and Wales with
registered number 04134409
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"Resolution"
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the resolution set out in the notice of General Meeting
contained in the Circular
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"Shareholders"
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holders of Ordinary Shares (and
"Shareholder" shall be construed
accordingly)
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"UK"
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United Kingdom
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