TIDMPROV
RNS Number : 0404W
Proventec PLC
24 January 2012
Press Release 24 January 2012
Proventec plc
("Proventec" or the "Company")
Proposed cancellation of admission to trading on AIM
Notice of General Meeting
The Board of Proventec plc (AIM:PROV, Alternext:ALTPC), the
provider of specialist steam cleaning technologies and janitorial
supplies, announces today that the Company is 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 Cancellation and the reasons why the Directors
unanimously consider the proposed AIM Cancellation to 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 Cancellation at 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.
Commenting on the proposed AIM Cancellation, David Chestnutt,
Chief Executive of Proventec plc, said: "With a significant
proportion of the Company's shareholders based in the Eurozone, we
believe that the current Alternext listing 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."
- Ends -
For further information, please contact:
Proventec plc
David Chestnutt, Chief Executive Tel: + 44 (0) 151 706 0626
dchestnutt@proventecplc.com www.proventecplc.com
Seymour Pierce Limited
Nicola Marrin Tel: + 44 (0) 20 7107 8047
Corporate Finance www.seymourpierce.com
Media enquiries:
Abchurch Communications
Henry Harrison-Topham / Quincy Tel: +44 (0) 20 7398 7702
Allan
henry.ht@abchurch-group.com www.abchurch-group.com
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 GBP140,000. 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 February 2012 and that the effective
date of the AIM Cancellation will be 22 February 2012.
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 February 2012.
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 February 2012). 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 to seek 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
Publication of this document, the Notice 24 January 2012
of the General Meeting and the Form of Proxy
Latest time and date for receipt of Forms 11 a.m. on 7 February
of Proxy for the General Meeting of Shareholders 2012
General Meeting of Shareholders 11 a.m. on 9 February
2012
Last day of dealings in Ordinary Shares 21 February 2012
on AIM and in CREST
Expected date of cancellation of admission 22 February 2012
to trading on AIM
Notes:
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).
DEFINITIONS AND GLOSSARY OF KEY TERMS
"GBP" pounds sterling, the lawful
currency for the time being
of the UK
"Admission" the admission of the Ordinary
Shares to trading on AIM
"AIM" a market operated by the London
Stock Exchange
"AIM Cancellation" the cancellation of admission
of the Ordinary Shares to trading
on AIM
"AIM Rules" the current rules published
by the London Stock Exchange
which set out rules and responsibilities
in relation to companies listed
on AIM Companies
"Alternext" the Alternext stock market
regulated by Euronext Paris
SA
"Alternext Listing" the listing of (some or all
of the) Ordinary Shares on
Alternext
"Alternext Loan Note Listing" the listing of the Loan Notes
on Alternext
"Alternext Rules" the current rules published
by Euronext Paris SA which
set out rules and responsibilities
in relation to companies listed
on Alternext
"Board" or "Directors" the members of the board of
directors of the Company whose
names are set out in page 3
of the Circular
"Capita" or "Registrars" a trading division of Capita
Registrars Limited of The Registry,
34 Beckenham Road, Beckenham,
Kent BR3 4TU
"Circular" this circular to Shareholders
dated 24 January 2012
"Code" the City Code on Takeovers
and Mergers
"CREST" 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
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001 No.3755),
as amended (including pursuant
to the Companies Act 2006 (Consequential
Amendments) (Uncertificated
Securities) Order 2009)
"Form of Proxy" the form of proxy for use in
connection with the General
Meeting accompanying the Circular
"General Meeting" 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
"Group" Proventec plc, its subsidiaries
and subsidiary undertakings
"Loan Notes" the 7% fixed rate unsecured
loan notes 2015 issued by the
Company
"London Stock Exchange" London Stock Exchange plc
"Ordinary Shares" the fully paid ordinary shares
of GBP0.10 each of the Company
"Proventec" or "Company" Proventec plc incorporated
in England and Wales with registered
number 04134409
"Resolution" the resolution set out in the
notice of General Meeting contained
in the Circular
"Shareholders" holders of Ordinary Shares
(and "Shareholder" shall be
construed accordingly)
"UK" United Kingdom
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This information is provided by RNS
The company news service from the London Stock Exchange
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