TIDMGCH
RNS Number : 4463H
Green China Holdings Limited
19 May 2014
GREEN CHINA HOLDINGS PLC
PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM AND NOTICE
OF GENERAL MEETING
Green China Holdings plc (the "Company") announces its intention
to seek Shareholders' approval for the cancellation of admission to
trading of its ordinary shares of US$0.0002 each ("Ordinary
Shares") to trading on AIM ("Delisting"). An explanatory circular
has today been posted to Shareholders setting out the background to
and reasons for the Delisting, the reasons why the Directors
believe that this is in the best interests of the Company and its
Shareholders as a whole and their recommendation to Shareholders to
vote in favour of the resolution on the Cancellation
("Resolution"). The Company has received an irrevocable undertaking
from Hellena Louise Wang who holds 38,882,567 Ordinary Shares,
representing approximately 75.4% of the total issued share capital
of the Company, to vote in favour of the Resolution.
A general meeting ("General Meeting") of the Company will be
held on 3 June 2014 at which the Resolution will be proposed to
Shareholders for approval. A notice convening the General Meeting
is set out in the circular to Shareholders which is available on
the Company's website, at www.greenchinaholdings.com.
Enquiries:
Green China Holdings Limited
Luke Webster, Executive Director 07970 066390
Cairn Financial Advisers LLP
James Caithie / Avi Robinson 020 7148 7900
1. Reasons for the Cancellation
The principal reasons for the Admission of the Ordinary Shares
to trading on AIM in 2012 were as follows:
-- To enhance the Group's corporate status and profile with its
customers (both existing and prospective) and its other
stakeholders, including suppliers and potential partners by being a
company traded on AIM;
-- To provide it with finance to support the Company's growth
strategy and to provide it with access to capital, if required, to
support further growth in the future;
-- To attribute a value to its Ordinary Shares so as to provide
a mechanism of making available Ordinary Shares as a means of
retaining and incentivising employees should this be deemed
desirable in the future;
-- broaden the Group's shareholder base; and
-- achieve international profile and recognition.
Having recently undertaken a review of both the advantages (such
as ability to raise new funds on AIM, the Company's enhanced
profile as an AIM Company and ability to make acquisitions) and
disadvantages (such as cost and management time) of maintaining
Admission, the Directors have concluded that it is no longer in the
best interests of the Company or its Shareholders to remain on
AIM.
Although the Company has grown its revenue and profits during
its time on AIM, changes in the fertiliser industry within China
have meant that the Company has not been able to grow its
franchisee base as it would have liked during 2013. This has meant
that the Company has been unable to attract new investors and
increase its liquidity and interest in the shares. Although the
foundations of the current business are stable and solid, the
Directors do not believe that the negative view of Chinese small
cap companies on AIM is likely to alter in the near term, meaning
that a likelihood of any further fundraising in the short term is
non-existent. The Directors consider that the costs and regulatory
requirements associated with maintaining a listing on AIM outweigh
the benefits.
Pursuant to AIM Rule 41, the Delisting can only be effected by
the Company after securing a resolution of Shareholders in a
general meeting passed by a requisite majority, being not less than
75 per cent. of the votes cast by Shareholders (in person or by
proxy). Under the AIM Rules, the Delisting can only take place
after the expiry of a period of twenty Business Days from the date
on which notice of the Delisting is given. In addition, a period of
at least five Business Days following the Shareholder approval of
the Delisting is required before the Delisting may be put into
effect.
The Company has notified the London Stock Exchange of the
proposed Delisting. In the event that Shareholders approve the
Resolution approving the Delisting, it is anticipated that the
trading in the Ordinary Shares on AIM will cease at close of
business on 16 June 2014 with the Delisting taking effect at 7 am
on 18 June 2014.
2. Effect of Delisting
The principal effect of the Delisting is that cancellation in
the trading of the Ordinary Shares on AIM will substantially reduce
the liquidity and marketability of Ordinary Shares. In addition,
there would be no public stock market in the UK on which
Shareholders can trade their Ordinary Shares, and the Company would
no longer be required to comply with the AIM Rules.
The Company's CREST facility will be cancelled and, although the
Ordinary Shares will remain transferable, they will cease to be
transferable through CREST. However, the Company has retained the
services of its Registrars, Capita Registrars to facilitate any
private transfer of shares. All Shareholders shall be issued with
share certificates and should they wish to execute a trade they
should confirm details with the Registrars by sending details of
the trade and their share certificate to Capita Registrars
(Guernsey) Limited, Mont Crevelt House, Bulwer Avenue, St Sampson,
Guernsey, GY2 4LH, Channel Islands.
Immediately following the Delisting, there will be no formal
trading facility for dealings to take place in Ordinary Shares and
no price for them will be publicly quoted. It is not the Board's
intention to implement any form of dealing facility to enable
trades in the Ordinary Shares to occur.
3. Current Trading
The Company issued its unaudited interim financial statements
for the period ended 30 June 2013 on 26 September 2013. Those
results can be found on the Company's website at
www.greenchinaholdings.com. Since those results the Company has
continued to trade profitably as expected. In addition, following
Chinese New Year the government have begun to deal with the backlog
of applications for VAT exemptions for new stores meaning that new
franchise stores are now being opened under the Company's brand
although this has taken a little longer than expected.
4. General Meeting
The General Meeting of the Company is to be held at the offices
of Proton Invest Holdings Ltd., 7 Floor, 10 Block Shenzhen Software
Park Keji Middle 2nd Road, Nanshan District, Shenzhen, Guangdong,
P.R. China 518000 at 8:00am (3:00pm Hong Kong time) on 3 June 2014
at which the Resolution will be put to Shareholders.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for receipt of 9:00am (4:00pm Hong
Forms of Proxy Kong time) on 29 May
2014
General Meeting 8:00am (3:00pm Hong
Kong time) on 3 June
2012
Last day of dealings in Ordinary Shares 17 June 2014
on AIM
Delisting takes effect 7:00am (2:00pm Hong
Kong time) on 18 June
2014
All of the times referred to in this document refer to London
time unless otherwise stated.
Dates set against events that are expected to occur after the
expected date of the General Meeting assume that the General
Meeting is not adjourned and that the Resolution is passed at the
General Meeting.
All of these times and dates are subject to change at the
Company's discretion. In the event of any change, the revised times
and dates will be notified to Shareholders by an announcement
through a Regulatory Information Service.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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