TIDMGDL
RNS Number : 5863C
Greka Drilling Limited
01 October 2018
1 October 2018
Greka Drilling Limited
("Greka Drilling" or the "Company")
Proposed delisting and EGM
Introduction
Further to the Company's announcement of its interim results on
27 September 2018, in which it mentioned that it had decided to
seek the cancellation of its listing on AIM, Greka Drilling is now
announcing details of the timetable and process involved in the
proposed delisting (the 'Delisting'). The Board will propose a
resolution to approve the Delisting at an EGM to be held at 10.00
a.m. on 17 October 2018.
Reasons for the Delisting
The Directors have concluded that, for the reasons set out
below, the costs of maintaining the Company's admission to AIM are
not justified by the benefits gained from admission:
-- the market capitalisation of the Company is well below the
level at which it floated on AIM in March 2011 and there is limited
scope for issuing new shares to fund the Company's growth or as
acquisition currency due to the significant dilutive effect to
shareholders;
-- the Company's ordinary shares ('the Ordinary Shares') suffer
from a lack of meaningful liquidity; and
-- the ongoing costs associated with maintaining the listing on
AIM are high relative to the Company's market capitalisation and
there is a significant administrative and regulatory burden
involved in admission to AIM.
Accordingly, the Board has concluded that it is no longer in the
interests of the Company or its shareholders ('the Shareholders')
as a whole for the Ordinary Shares to remain traded on AIM.
Principal effects of Delisting
The principal effects that the Delisting will have on
Shareholders include the following:
-- there will no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares on AIM (or any other
recognised market or trading exchange);
-- while the Ordinary Shares will remain freely transferable,
they may be more difficult to sell compared to shares of companies
traded on AIM (or any other recognised market or trading
exchange);
-- it may be more difficult for Shareholders to determine the
market value of their investment in the Company at any given
time;
-- the Company will no longer be subject to the AIM Rules for
Companies ('the AIM Rules') and, accordingly, Shareholders will no
longer be afforded the protections given by the such rules - in
particular, the Company will not be bound to: make any public
announcements of material events, or to announce interim or final
results; comply with any of the corporate governance practices
applicable to AIM companies; announce substantial transactions and
related party transactions; or comply with the requirement to
obtain shareholder approval for reverse takeovers and fundamental
changes in the Company's business;
-- the Company will cease to retain a nominated adviser and broker; and
-- the Delisting might have either positive or negative taxation
consequences for Shareholders (shareholders who are in any doubt
about their tax position should consult their own professional
independent adviser immediately).
Notwithstanding the Delisting, the Company will continue to
comply with the applicable statutory requirements and the Company's
articles of association.
The Board intends to continue to maintain the Company's website
(www.grekadrilling.com) and to post updates on that website from
time to time, although Shareholders should be aware that there will
be no obligation on the Company to include the information required
under AIM Rule 26 or to update the website as required by the AIM
Rules. In addition, Shareholders are reminded that as the Company
is registered in the Cayman Islands, Shareholders are not afforded
the protections provided by the City Code on Takeovers and
Mergers.
Process for Delisting
The Delisting is conditional on the approval of not less than 75
per cent. of votes cast by Shareholders (in person or by proxy) on
the resolution regarding the Delisting to be proposed at the
EGM.
Furthermore, Rule 41 of the AIM Rules requires an AIM company
that wishes the London Stock Exchange to cancel the admission of
its shares to trading on AIM to notify such intended cancellation
and separately inform the London Stock Exchange of its preferred
cancellation date at least 20 business days prior to such date. In
accordance with AIM Rule 41, the Directors have notified AIM of the
Company's intention, subject to the resolution being passed at the
EGM, to cancel the Company's admission of the Ordinary Shares to
trading on AIM. Accordingly, if the resolution is passed at the
EGM, the Delisting will become effective at 7.00 a.m. on 30 October
2018.
The Directors consider that the Delisting is in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend Shareholders to
vote in favour of the resolution to be proposed at the EGM as they
intend to do in respect of their own beneficial holdings amounting
to 264,919,233 Ordinary Shares (representing 66.52% of the
Company's issued share capital).
Transactions in Ordinary Shares
Shareholders should note that, if effected, the Delisting will
significantly reduce the liquidity and marketability of the
Ordinary Shares. The Directors do not intend to provide, seek or
support any arrangements whereby Ordinary Shares can be bought or
sold on a matched bargain basis following the Delisting becoming
effective. Accordingly, interests in Ordinary Shares are unlikely
to be readily capable of sale and, where a buyer is identified, it
will be difficult to place a fair value on any such sale.
Nominated adviser
The Company's AIM nominated adviser is Smith & Williamson
Corporate Finance Limited ("Smith & Williamson"). Cenkos
Securities plc ("Cenkos") has entered into an agreement to acquire
the nominated adviser and corporate broker business of Smith &
Williamson, and as a result Smith & Williamson will no longer
be the Company's nominated adviser, effective 2 November 2018. As a
result, in the event that the Delisting had not been approved at
the EGM, the Company's shares will be suspended from trading on AIM
in the absence of the appointment of a replacement nominated
adviser.
Circular
A circular containing the notice convening the EGM will be sent
to shareholders shortly and will also be available on the Company's
website at www.grekadrilling.com.
Contacts:
Smith & Williamson
Nominated Adviser & Broker
Dr Azhic Basirov / David Jones / Ben Jeynes +44 20 7131 4000
For more information on Greka Drilling, please visit the
Company's website at: www.grekadrilling.com.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCLLFSSIDLLIIT
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October 01, 2018 10:56 ET (14:56 GMT)
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