TIDMJSI
RNS Number : 5274V
Jiasen International Holdings Ltd
31 January 2017
31 January 2017
JIASEN INTERNATIONAL HOLDINGS LIMITED
("Jiasen" or the "Company")
Posting of Circular
Jiasen International Holdings Limited ("Jiasen" or "the
Company") announces that, further to the announcement of 30 January
2017, it will today post a circular to all shareholders to convene
a general meeting on 15 February 2017 at 17:30 p.m. (GMT +08:00) to
be held at Jiasen International Holdings Limited, 7th floor,
Nanlian Industrial Park, Guanqiao Town, Nan'an City, Fujian
Province, PRC.
The purpose of the meeting is to consider approval of the
cancellation of the Company's shares from trading on AIM. The
cancellation will be condition on the approval of not less than 75
per cent. of the votes cast by shareholders.
The Board has proposed the following timetable:
General Meeting 17:30 p.m. (GMT +08:00) on
15 February 2017
Expected last day of dealings in Ordinary Shares on AIM 27 February 2017
Expected time and date that the admission to trading of the Ordinary Shares on AIM With effect from 07:00 a.m. on
will be 28 February 2017
cancelled
An extract from the circular, including the Chairman's letter is
detailed below.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For further information, please visit www.jsih.net or
contact:
Jiasen International
Holdings Limited Gareth Wong +86 18016603993
-------------------------- ----------------------- ----------------
Cairn Financial Advisers
LLP Jo Turner +44 (0)20 7213
(Nominated Adviser) Liam Murray 0880
-------------------------- ----------------------- ----------------
Beaufort Securities
Limited +44 (0)20 7382
(Broker) Elliot Hance 8300
-------------------------- ----------------------- ----------------
Shan Shan Willenbrock +44 (0)20 7930
Cardew Group David Roach 0777
-------------------------- ----------------------- ----------------
Extract from circular:
"EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2017
Notice given to London Stock Exchange notifying it of proposed 30 January
cancellation
Publication of this document 31 January
Expected application to the NEX Exchange Growth Market 10 February
Latest time and date for receipt of Form of Instruction 09:30 a.m. on 10 February
Latest time and date for receipt of Form of Proxy 09:30 a.m. on 13 February
General Meeting 17:30 p.m. (GMT +08:00) on
15 February
Announcement of results of AGM 15 February
Expected admission of the Company's shares to trading on NEX Exchange 24 February
Growth Market
Expected last day of dealings in Ordinary Shares on AIM 27 February
Expected time and date that the admission to trading of the Ordinary With effect from 07:00 a.m. on 28 February
Shares on AIM will be
cancelled
If any of the details contained in the timetable above should
change, the revised time and dates will be notified to Shareholders
by means of a Regulatory Information Service (as defined in the AIM
Rules) announcement.
The times and dates above are to time and dates in London,
United Kingdom other than where indicated.
SHARE INFORMATION
Number of Existing Ordinary Shares in issue at the date of this document 121,656,361
-------------------------------------------------------------------------- -------------
ISIN code for Existing Ordinary Shares VGG5139D1078
-------------------------------------------------------------------------- -------------
TIDM code for AIM JSI
-------------------------------------------------------------------------- -------------
TIDM code for NEX JSI
-------------------------------------------------------------------------- -------------
DEFINITIONS
The following definitions apply throughout this document, unless
the context otherwise requires:
"Act" BVI Business Companies Act, 2004 as amended, modified or
supplemented from time to time
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies governing the admission to and operation
of AIM published by the
London Stock Exchange and as amended from time to time
"Articles" the articles of association of the Company in force at the date of
this document
"Beaufort" or "Broker" Beaufort Securities Limited, the Company's broker
"Board" or "Directors" the directors of the Company as at the date of this document, whose
names are set out on page
7 of this document
"BVI" the British Virgin Islands
"Cairn" or "Nomad" Cairn Financial Advisers LLP, the Company's nominated adviser
"Cancellation" cancellation of the Company's shares from trading on AIM
"certificated" or "in certificated form" in relation to a share or other security, a share or other security
that is not in uncertificated
form, that is not in CREST
"Chairman's Letter" the letter from the Chairman of the Company on page 7 of this document
"Company" Jiasen International Holdings Limited, a company incorporated in BVI
with registration number
1741620
"CREST" the relevant system (as defined in the CREST Regulations) for the
paperless settlement of
trades and the holding of uncertificated securities, operated by
Euroclear, in accordance
with the same regulations
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755), as
amended
"Depositary" Computershare Investor Services plc, whose registered office is at The
Pavillions, Bridgwater
Road, Bristol, BS13 8AE, United Kingdom
"Depositary Interests" or "DI" the CREST depositary interests representing an entitlement to Ordinary
Shares
"Euroclear" Euroclear UK & Ireland Limited, the operator of CREST
"FCA" the Financial Conduct Authority of the UK
"Form of Proxy" the form of proxy for use in relation to the General Meeting which
accompanies this document
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"General Meeting" the general meeting of the Company convened for 17:30 p.m. (GMT +
08:00) on 15 February 2017
by the Notice to be held at Jiasen International Holdings Limited,
7(th) floor, Nanlian Industrial
Park, Guanqiao Town, Nan'an City, Fujian Province, PRC for the purpose
of considering and,
if thought fit, passing the Resolution
"Group" together the Company and its subsidiary undertakings
"ISIN" International Securities Identification Number
"London Stock Exchange" London Stock Exchange plc
"NEX Exchange Growth Market" or "NEX" the market of that name operated by NEX Exchange, a Recognised
Investment Exchange under section
285 of FSMA
"Notice" the notice convening the General Meeting on page 11 of this document
"Ordinary Shares" the 121,656,361 ordinary shares of US $0.10 each in the capital of the
Company which are in
issue at the date of this document
"PRC" People's Republic of China
"Proposal" Proposed cancellation of the Company's shares from trading on AIM
"Registrar" Computershare Investor Services (BVI) Limited
"Regulatory Information Service" one of the regulatory information services authorised by the FCA to
receive, process and disseminate
regulatory information in respect of listed companies
"Resolution" the Resolution to be proposed at the General Meeting as set out in the
Notice
"Shareholders" registered holders of Ordinary Shares
"UK" the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form" a share or other security recorded on the relevant register of the
share or security concerned
as being held in uncertificated from in CREST and title to which, by
virtue of the CREST Regulations,
may be transferred by means of CREST
LETTER FROM THE CHAIRMAN OF
JIASEN INTERNATIONAL HOLDINGS LIMITED
(Incorporated in British Virgin Island with Company No:
1741620)
Directors Registered Office
Mr Weigang Chen Chairman P.O. Box 957
Mr Jinji Chen Chief Executive Officer Offshore Incorporations
Mr Gareth Wong Chief Financial Centre
Officer Road Town, Tortola
Mr Dennis Ow Non-executive Director British Virgin
Mr Derrick Woolf Non-executive Islands
Director
31 January 2017
Dear Shareholder,
Proposed Cancellation of the Company's Ordinary Share to trading
on AIM
Application to trading on the NEX Exchange Growth Market
Notice of General Meeting
1. Introduction
On 30 January 2017, the Company announced that it is proposing
to seek admission to trading on the NEX Exchange Growth Market and
to seek shareholder consent to cancel the admission of the
Company's Ordinary Shares to trading on AIM ("Proposal").
This letter sets out the background to and reasons for the
Proposal, additional information on the implications of the
Proposal for the Company and its Shareholders and why the Board
believes the Proposal to be in the best interests of Shareholders
as a whole. Having disclosed their interests in the Company and
their intentions with regard to their individual holdings, the
Directors also unanimously recommend the Proposal.
Pursuant to Rule 41 of the AIM Rules for Companies, the Company
is required to obtain the consent of not less than 75 per cent. of
the shareholders voting in order to request that the Company's
Ordinary Shares are cancelled from trading on AIM. Also included in
this letter is a notice of general meeting which has been convened
for 17:30 p.m. (GMT + 08:00) on 15 February 2017 at Jiasen
International Holdings Limited, 7th floor, Nanlian Industrial Park,
Guanqiao Town, Nan'an City, Fujian Province, PRC in order that the
Proposal may be put to Shareholders.
2. Proposed Admission to NEX and Cancellation from AIM
Reason for Proposed admission to NEX and Cancellation from
AIM
The Company's shares were admitted to trading on AIM on 14 July
2014 to, inter alia, assist it in tendering for sizable domestic
and export contracts and to provide the Company access to equity
capital. Since its admission to AIM, business development in the
PRC and in the UK has been slower than expected and the Company has
not sought to raise additional capital from the market. More
recently, trading conditions in China have been challenging and the
Board believes this will continue in the medium term. The Board has
consequently been considering the Company's options in respect of
reducing the costs of maintaining a quotation or seeking
withdrawing the Company from the market. The Board, however,
remains committed to the Company's shares being admitted to a
public market. Having taken account of the alternative public stock
markets, the slower than expected development of the business, the
relative costs of maintaining a quotation on AIM and the limited
liquidity in the Company's shares, the Board has concluded that it
will seek admission of the Company's shares to trading on the NEX
Exchange Growth Market and the cancellation of trading on AIM.
The Company is intending to make an application to the NEX
Exchange Growth Market shortly. Whilst no certainty can be given in
respect of the success of the application to trading on the NEX
Exchange Growth Market at this stage, the Board does not expect its
application to be rejected and anticipates admission occurring on
or around 24 February 2017. Acceptance of the Company's application
to the NEX Exchange Growth Market will be notified in advance of
the General Meeting and admission to the NEX Exchange Growth Market
will be sought in advance of the proposed cancellation from trading
on AIM in order to maintain a mechanism for Shareholders to trade
their shares.
Effects of Delisting in the event that admission to NEX does not
occur
In the event that the Resolution is passed and admission of the
Company's shares to trading on the NEX Exchange Growth Market, or
any other stock market, does not occur, Shareholders will no longer
be able to buy and sell shares in the Company through a public
stock market and liquidity in the Company's shares will be
extremely limited.
Also, in the event that the Company is not admitted to the NEX
Exchange Growth Market or other public stock market, upon
Cancellation becoming effective, Ordinary Shares shall cease to be
available in uncertificated form and, following a short period
after Cancellation, shall be withdrawn from CREST. Holders of
Ordinary Shares in uncertificated form will then hold those shares
in certificated form, for which they will be sent share
certificates within 7 days of the CREST facility being
withdrawn.
Upon Cancellation and in the event that the Company's shares are
not admitted to trading on the NEX Exchange Growth Market or other
such public market, the Company will no longer be required to
retain a nominated adviser and broker, announce material events to
Shareholders, comply with corporate governance requirements or to
comply with the AIM Rules. The Company will continue to be subject
to the Act, which mandates shareholder approval for certain
matters.
3. Summary
The Board of the Company has concluded that it is in the best
interests of Shareholders as a whole that admission to trading on
NEX Exchange Growth Market be sought and the cancellation of its
shares to trading on AIM be approved.
4. Irrevocable Undertakings
The Company has received irrevocable undertakings, including the
directors of the Company, to vote in favour of the Resolution.
These undertakings comprise 35,643,000 Ordinary Shares which
represents 29.3 per cent. of the voting rights in the Company.
5. Action to be taken
For Holders of Ordinary Shares
A Form of Proxy for use at the General Meeting accompanies this
document. Shareholders should read the forms careful to ensure that
the correct form is used to allow them to vote at the meeting. If
you are unable to attend the meeting, you are requested to complete
and sign the enclosed Proxy Form and return it to the Company's
registrar, Computershare Investor Services (BVI), c/o The
Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom as
soon as possible, but, in any event, so as to be received by
Computershare Investor Services (BVI) no later than 09:30 a.m. on
13 February 2017.
Shareholders may appoint more than one proxy in relation to the
General Meeting, provided that each proxy is appointed to exercise
the rights attached to a different share or shares held. To appoint
more than one proxy, Shareholders will need to complete a separate
Proxy Form in relation to each appointment. Additional Proxy Forms
may be obtained by contacting Computershare Investors Services plc,
The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom
on 0370 707 4040 from within the UK or +44 370 707 4040 if calling
from outside the UK (the Shareholder Helpline is open between
8:30am and 5:30pm UK time Monday to Friday excluding public
holidays in England and Wales). Different charges may apply to
calls from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. Please note that the
Shareholder Helpline cannot provide advice on the merits of any
matter to be proposed at the General Meeting nor give any
financial, investment, legal or tax advice. You will need to state
clearly on each Proxy Form the number of Ordinary Shares in
relation to which the proxy is appointed.
The completion and return of a Proxy Form will not preclude
Shareholders from attending the General Meeting and voting in
person should they so wish. Further details relating to voting by
proxy are set out in the notes of the Notice and in the Proxy
Form.
For Holders of Depositary Interests
Any holders of Depositary Interests should instruct
Computershare Investors Services plc to vote in respect of the
holder's interest using the Form of Instruction enclosed. The
completed Form of Instruction must be received by Computershare
Investors Services plc, The Pavilions, Bridgwater Road, Bristol,
BS99 6ZZ, United Kingdom together with the original or notarially
certified copy of any power of attorney or other power under which
it is executed (if any) not later than 10 February 2017 at 09:30
a.m. (GMT) before the time appointed for the Meeting or any
adjournment thereof.
Any Shareholder who holds his shares via the depositary interest
arrangement and who would like to attend the General Meeting should
contact the depositary whose contact details can be found on the
Form of Instruction.
6. Recommendation
The Board considers that the passing of the Resolution set out
in the Notice is in the best interests of the Company and its
Shareholders as a whole.
Accordingly, the Board unanimously recommends that you vote in
favour of the Resolution to be proposed at the General Meeting, as
the Directors intend to do in respect of their own beneficial
shareholdings in the Company, amounting, in aggregate, to
35,643,000 Ordinary Shares, representing approximately 29.3 per
cent. of the issued ordinary share capital of the Company.
Yours faithfully
Weigang Chen
Chairman"
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEADFEDEDXEAF
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