TIDMRM2
RNS Number : 2358X
RM2 International SA
18 December 2019
18 December 2019
RM2 International S.A.
("RM2" or the "Company")
Cancellation from trading on AIM and Notice of EGM
RM2 today announces a proposal to cancel the admission of the
Company's ordinary shares to trading on AIM in accordance with Rule
41 of the AIM Rules for Companies ("Cancellation").
A circular including a Notice of General Meeting will today be
posted to Shareholders (the "Circular") to convene the necessary
general meeting of the Company (the "General Meeting") to approve
the Cancellation. The General Meeting is to be held at 5 Rue de la
Chapelle, Luxembourg, L-1325, Luxembourg at 3 p.m. GMT / 4 p.m. CET
on 15 January 2020. A copy of the Circular and Notice of General
Meeting will also be available to view shortly on the Company's
website.
Richard Cashin, the Company's largest shareholder, has provided
the Company with an irrevocable undertaking to vote in favour of
the Resolutions to be proposed at the General Meeting in respect of
the beneficial holdings totaling 234,756,357 Ordinary Shares,
representing approximately 67.2 per cent of the Ordinary Shares in
issue conditional on the continued recommendation of the
Directors.
All of the Directors have also indicated that they are
supportive of the proposed Cancellation. Among the Directors, they
are interested in 12.8 per cent., in aggregate, of the Ordinary
Shares in issue. Accordingly, it is anticipated that the
Cancellation will be approved at the General Meeting, and would
take effect at 7.00 a.m. GMT on Monday 20 January 2020. Until such
point, the Ordinary Shares will remain admitted to trading on AIM,
albeit trading is currently suspended.
An extract of selected parts of the Circular is copied out below
along with an indicative timetable of principal events related to
the Cancellation process. The definitions that apply throughout
this announcement can be found at the end of this announcement.
For further information:
RM2 International S.A. +352 2744 9653
Kevin Mazula, Chief Executive Officer
Jean-Francois Blouvac, Chief Financial
Officer
Strand Hanson Limited (Nominated & Financial
Adviser and Broker) +44 (0) 20 7409 3494
James Spinney / Ritchie Balmer / Eric
Allan
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Notes to Editors
RM2 International S.A. specialises in smart pallet development,
manufacture, supply and management to establish a leading presence
in global pallet supply and improve the supply chain of
manufacturing and distribution businesses through the effective and
efficient use and management of composite pallets. It is quoted on
the AIM market of the London Stock Exchange under the symbol RM2.L.
For further information, please visit www.rm2.com.
Introduction
The Board announced earlier today that it is seeking approval
for the cancellation of admission of the Company's Ordinary Shares
to trading on AIM. The purpose of the Circular is to provide
Shareholders with details of the Board's proposal and to convene
the General Meeting at which the Resolutions to approve the
Cancellation will be proposed. The General Meeting is to be held at
5 Rue de la Chapelle, Luxembourg, L-1325, Luxembourg at 3 p.m. GMT
/ 4 p.m. CET on 15 January 2020. The Notice of General Meeting
containing the full text of the Resolutions is set out at the end
of this document. Subject to the Resolutions being passed at the
General Meeting, it is anticipated that the Cancellation will
become effective at 7 a.m. GMT / 8 a.m. CET on 20 January 2020.
This report sets out the reasons why the Board considers the
Cancellation to be in the best interests of the Company and its
Shareholders as a whole and why the Directors are therefore
unanimously recommending that you vote in favour of the
Resolutions.
1. Background to and reasons for Cancellation
As stated in the Company's recent announcements, the Company is
working on finalising certain significant contracts, rescheduling
certain supplier debts and has been seeking additional funding for
the Company in order to continue its operations. This process has
taken longer than expected and whilst the Board remains hopeful for
the Company's prospects, Shareholders should be aware that there is
no guarantee that the significant contracts will be concluded or
that any offer of funding will be on acceptable terms to the
Company, or be forthcoming at all, in which case, the Company may
not be in a position to continue its operations and the Directors
may be forced to convene an EGM for early Q1 2020 to vote on the
dissolution of the Company. In the interim, the Company has
implemented and continues to implement cash conservation measures.
Due to a change of intermediaries, the staged deployment of pallets
in Mexico announced in July will commence in January 2020, ramping
up to at least 100,000 pallets. The Company's cash balance at the
end of November 2019 was US$1.6 million, and it is still the
Board's expectation that the final US$1 million cash due from
Richard Cashin (pursuant to the Company's 23 July 2019
announcement) will be received by the end of December 2019.
As the Group was unable to finalise the 2018 AFS and publish
them prior to 30 June 2019, as required by Rule 19 of the AIM
Rules, dealings in the Company's Ordinary Shares were suspended
from trading on AIM with effect from 7.30 a.m. on Monday 1 July
2019. Prior to the Suspension, trading in the Company's Ordinary
Shares was extremely thin and small volumes of trades led to large
fluctuations in the value of the share price.
Moreover, in excess of 90% of the Company's current issued share
capital is held by the Company's three largest external
shareholders, together with its directors and management, resulting
in a limited free float and liquidity in the Ordinary Shares and
with the consequence that the AIM listing of the Ordinary Shares
does not, in itself, offer investors the opportunity to trade in
meaningful volumes or with frequency within an active market.
In addition, the expense, management time and legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM are, in the Directors' opinion,
materially disproportionate to the benefits to the Company in its
current position, and Cancellation will enable the Company to
further reduce its administrative costs.
After careful consideration of the matters set forth above, the
Board has concluded that it is in the best interests of the Company
and its shareholders to cancel admission of the Company's Ordinary
Shares to trading on AIM.
1.1 Effect of Cancellation
The principal effects of Cancellation will be:
-- As the Group was unable to finalise the 2018 AFS and publish
them prior to 30 June 2019, as required by Rule 19 of the AIM
Rules, dealings in the Company's Ordinary Shares were suspended
from trading on AIM with effect from 7.30 a.m. on Monday 1 July
2019. The Company does not believe it will be able to publish its
2018 AFS prior to the expected Cancellation of the Shares and
consequently, Suspension will not be lifted prior to the expected
Cancellation.
-- Once the Cancellation has taken place, there will no longer
be a formal market mechanism for Shareholders to trade in the
Ordinary Shares and no price will be publicly quoted for the
Ordinary Shares. Subject to the Company continuing as a going
concern in early Q1 2020, the Company will endeavour to set up a
facility to provide Shareholders with a platform to buy and sell
their Ordinary Shares 'off market' although this will be more
difficult than trading 'on market'. Absent an off market sale, the
only other opportunity for Shareholders to sell their Ordinary
Shares would arise upon a sale of all of the issued share capital
of the Company to a third party. It may therefore be more difficult
for Shareholders to realise value from their Ordinary Shares than
when the Company had its Ordinary Shares admitted to trading on AIM
admission and, where a buyer is identified, it will be difficult to
place a fair value on any such sale.
-- It is likely that, following publication of this document,
the liquidity and marketability of the Ordinary Shares will
continue to be very limited and the value of such shares may be
consequently adversely affected.
-- Following Cancellation, the AIM Rules will no longer apply to
the Company and levels of corporate governance and transparency
will no longer be governed by those rules. Luxembourg corporate law
will continue to be applicable to the Company and its Ordinary
Shares.
-- Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of certain
events, including substantial transactions, financing transactions,
related party transactions and fundamental changes in the Company's
business, including certain acquisitions and disposals.
-- The Company will cease to have an independent financial and nominated adviser and broker.
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
The Company anticipates it will:
-- Continue to provide operational updates when the Company deems it to be appropriate.
-- Publish its annual results at the earliest opportunity.
1.2 Cancellation Process
Rule 41 of the AIM Rules requires an AIM company that wishes to
cancel admission of its securities to trading on AIM to notify such
intended cancellation to Shareholders and separately to inform the
London Stock Exchange of its preferred cancellation date. Rule 41
also requires that, unless the London Stock Exchange otherwise
agrees, the Cancellation must be conditional upon the consent of
not less than 75 per cent. of votes cast by the Shareholders
present in a general meeting.
Subject to the Resolutions approving the Cancellation being
passed by the requisite majority at the General Meeting, it is
anticipated that Cancellation will take effect at 7:00 am UK time
on 20 January 2020.
Upon the Cancellation becoming effective, Strand Hanson Limited
will cease to be nominated and financial adviser and broker to the
Company and the Company will no longer be required to comply with
the rules and corporate governance requirements to which companies
admitted to trading on AIM are subject, including the AIM
Rules.
2. Irrevocable undertakings to vote in favour of the Resolutions
Richard Cashin has provided the Company with an irrevocable
undertaking to vote in favour of the Resolutions to be proposed at
the General Meeting in respect of the beneficial holdings totaling
234,756,357 Ordinary Shares, representing approximately 67.2 per
cent of the Ordinary Shares in issue conditional on the continued
recommendation of the Directors.
All of the Directors have also indicated that they are
supportive of the proposed Cancellation. Among the Directors, they
are interested in 12.8 per cent., in aggregate, of the Ordinary
Shares in issue.
3. General Meeting
There is set out at the end of this document a notice convening
a General Meeting, to be held at 5 Rue de la Chapelle, Luxembourg,
L-1325, Luxembourg at 3 p.m. GMT / 4 p.m. CET on 15 January
2020.
The business to be conducted at the General Meeting is set out
in the Notice of General Meeting and will consist solely of the
Resolutions.
For the Resolutions to be validly adopted, at least 75 per cent.
of the votes validly cast by Shareholders present or represented at
the General Meeting must be cast in favour, and with a quorum of at
least 50 per cent of the current Ordinary Shares.
As noted above, Richard Cashin, the Company's 67.2 per cent.
shareholder, has provided the Company with an irrevocable
undertaking to vote in favour of the Resolutions. The Directors all
intend to vote in favour of the Resolutions. Accordingly, it is
anticipated that the Cancellation will be approved at the General
Meeting.
4. Board Recommendation
For the reasons set forth above, the Directors consider the
Cancellation to be in the best interests of the Company and
Shareholders as a whole. Accordingly, the Directors unanimously
recommend that Shareholders vote in favour of the Resolutions to be
proposed at the General Meeting as they intend to do in respect of
their own beneficial shareholdings of 37,038,400 Ordinary Shares in
aggregate (representing approximately 12.8 per cent of the Ordinary
Shares in issue).
Expected Timetable of Key Events
Announcement of intention to 7 a.m. GMT / 8 a.m. CET on 18
cancel admission to trading December 2019
on AIM
Posting of Circular to Shareholders 18 December 2019
Latest time and date for receipt 3 p.m. GMT / 4 p.m. CET on 10
of Forms of Instruction January 2020
Latest time and date for receipt 3 p.m. GMT / 4 p.m. CET on 13
of Forms of Proxy January 2020
Time and date of General Meeting 3 p.m. GMT / 4 p.m. CET on 15
January 2020
Expected time and date of cancellation 7.00 a.m. GMT on 20 January 2020
of admission of the Shares
to trading on AIM
Each of the times and dates in the above timetable is subject to
change. If any of the above times and/or dates change, the revised
times and/or dates will be notified by announcement by the Company
on a regulatory information service.
Definitions
The following definitions apply throughout this document, unless
the context requires otherwise:
2018 AFS Company's annual consolidated financial
statements for the year ended 31 December
2018;
AIM the AIM market of the London Stock Exchange;
AIM Rules The AIM Rules for Companies issued by
the London Stock Exchange;
Articles articles of association of the Company;
Cancellation the proposed cancellation of admission
of the Ordinary Shares to trading on
AIM as described in this Circular;
CET Central European Time;
Circular this document;
CREST the relevant system (as defined in the
CREST Regulations) of which Euroclear
UK & Ireland is the Operator (as defined
in the CREST Regulations);
CREST Regulations the Uncertificated Securities Regulations
2001 (as amended);
Directors or Board the directors of the Company whose names
are set out on page 3 of this Circular;
Disclosure Guidance and the disclosure guidance and transparency
Transparency Rules rules issued by the Financial Conduct
Authority acting in its capacity as
the competent authority for the purposes
of Part V of FSMA;
Euroclear UK & Ireland The Euroclear UK & Ireland Limited,
a company incorporated in England and
Wales, being the Operator of CREST;
Form of Instruction the form of instruction for use in connection
with the General Meeting accompanying
this document;
Form of Proxy the form of proxy for use in connection
with the General Meeting accompanying
this document;
FSMA the Financial Services and Markets Act
2000, as amended;
General Meeting the extraordinary general meeting of
RM2 to be held at 5 Rue de la Chapelle,
Luxembourg, L-1325, Luxembourg at 3
p.m. GMT/ 4 p.m. CET on 15 January 2020
at which the Resolutions will be proposed;
GMT Greenwich Meridian Time;
Group the Company, together with its subsidiary
undertakings;
London Stock Exchange the London Stock Exchange plc;
Luxembourg Companies Loi du 10 août 1915 concernant
Law les sociétés commerciales
(telle que modifiée) - Law dated
August 10, 1915 concerning commercial
companies (as amended);
Notice of General Meeting the notice of the General Meeting set
out at the end of this document;
Official List the official list of the UK Listing
Authority;
Operator the meaning given to it in the CREST
Regulations;
Ordinary Shares ordinary shares of $0.01 each in the
capital of RM2;
RM2 or the Company RM2 International S.A.;
Securities Act the US Securities Act 1993, as amended;
Shareholders holders of Shares;
Strand Hanson Strand Hanson Limited, the Company's
nominated & financial adviser under
the AIM Rules and broker;
Suspension the suspension in dealings in the Company's
ordinary shares on AIM, effective as
of 7.30 a.m. on 1 July 2019, in accordance
with Rule 19 of the AIM Rules;
UK the United Kingdom; and
US or United States the United States of America.
All references in this document to "GBP", "pence" or "p" are to
the lawful currency of the United Kingdom, all references to "US$"
or "$" are to the lawful currency of the United States.
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
MSCTRBPTMBABBFL
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