TIDMVSA
RNS Number : 1626B
VSA Capital Group PLC
28 March 2013
28 March 2013
VSA Capital Group plc
("VSA" or "THE COMPANY")
Proposed cancellation of admission to trading on AIM of the
Ordinary Shares
VSA Capital Group plc (AIM: VSA), the international investment
banking and institutional broking group, announces its intention to
seek shareholder approval for the cancellation of the admission of
its ordinary shares ("Ordinary Shares") to trading on AIM
("Cancellation").
The Board has concluded, after discussions with a number of the
Company's shareholders ("Shareholders") and advisers, that the
Cancellation is in the best interests of the Shareholders.
Pursuant to Rule 41 of the AIM Rules, the Directors have
notified the London Stock Exchange of the date of the proposed
Cancellation.
To enable Shareholders to buy and sell Ordinary Shares, VSA
plans to put in place a matched bargain trading facility
administered by Capita Registrars which will operate shortly after
Cancellation. The Cancellation is conditional upon the approval of
a resolution by not less than 75 per cent. of the votes cast by
Shareholders at a General Meeting to be held on Wednesday 17 April
2013 ("Resolution").
Prior to making this announcement, the Board has sought the
views of a limited number of Shareholders regarding the
Cancellation. As a result of that consultation, the Board has
received irrevocable undertakings from Shareholders, including
Directors, representing 36.8 per cent. to vote in favour of the
Resolution. Subject to the Resolution being passed at the General
Meeting, it is anticipated that trading in the Ordinary Shares on
AIM will cease at close of business on 29 April 2013. The proposed
date for the Cancellation taking effect is 30 April 2013.
A notice convening the General Meeting and an accompanying
letter from the Chairman ("the Circular") will be posted to
Shareholders today and will be available on the Company's website
shortly. The information in this announcement has been extracted
from the Circular without material adjustment.
Background and reasons for the Cancellation
VSA was effectively a start-up business two and a half years ago
and the business has had to develop in a highly competitive market
in poor trading conditions. VSA has been pursuing a strategy of
growing the retained corporate client base internationally as a
foundation upon which to build an independent natural resource
focused institutional broking and investment banking firm in the
UK. Success has been made in building up both the client base and
recurring income.
As we reported in the Company's interim statement last December,
the market was experiencing some of the worst conditions of the
last 30 years and this has continued to be the case. Low
transaction and trading volumes continue and we have been
experiencing competitive pricing for services. As a result, the
Company expects to report a loss for the second half of the full
year ending 31 March 2013 that will be similar to that reported for
the first half of the year. The Directors have initiated a
programme to reduce costs and to conserve cash, whilst maintaining
an appropriate level of service to our corporate and institutional
clients.
The perceived benefits of an AIM listing typically include
access to equity capital markets, an enhanced corporate profile, a
means to incentivise staff, and a mechanism to provide a market in
the Company's shares. The Board has reached the view that the
Company is not receiving all these benefits.
The Directors believe that it would now be better for the
Company to operate in the private arena as this could enable
further capital to be raised more easily and enable the Company to
succeed in its longer term objective of becoming a profitable
business serving its corporate and institutional clients
internationally. There are significant costs associated with
maintaining the Company's AIM quotation, including the annual fees
payable to the London Stock Exchange, nominated adviser fees and
other related professional costs. Cancellation of the Company's AIM
quotation will, accordingly, reduce its recurring administrative
overheads. Furthermore, Cancellation will reduce the amount of
management time required in connection with being a publicly quoted
company.
After careful consideration, the Directors have, therefore,
concluded that the costs and commercial disadvantages of remaining
listed on AIM outweigh the potential benefits and it is no longer
in the best interests of the Company or its Shareholders to
maintain the Company's admission to trading on AIM. The Board has,
accordingly, decided to propose the Cancellation.
Upon Cancellation, the Board will remain unchanged and will
accordingly comprise Gavin Casey, Andrew Monk and Joe Berger.
Recommendation
The Directors consider that the Cancellation is in the best
interests of the Company and its Shareholders. Accordingly, the
Directors unanimously recommend that Shareholders vote in favour of
the Resolution to be proposed at the General Meeting as the
Directors intend to do in respect of their respective beneficial
holdings of, in aggregate, 9,350,000 Ordinary Shares, representing
approximately 18.6 per cent. of the total issued share capital of
the Company.
Expected timetable of principal events
Posting of the Circular 28 March 2013
and Notice of General Meeting
------------------------------- --------------------------------
Record date 6.00pm. Monday, 15
April 2013
------------------------------- --------------------------------
Latest time and date for 11.00am. Monday 15
receipt of completed Forms April 2013
of Proxy in respect of the
General Meeting
------------------------------- --------------------------------
Time and date of the General 11.00am. Wednesday
Meeting 17 April 2013
------------------------------- --------------------------------
Expected last day of dealings Monday 29 April 2013
on AIM
------------------------------- --------------------------------
Cancellation becomes effective 7.00am. Tuesday 30
April 2013
------------------------------- --------------------------------
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 dates will be notified to Shareholders by an announcement
through a regulatory information service.
ENQUIRIES:
VSA Capital Group Plc
Andrew Monk, Chief Executive
Tel: 020-3005 5000
Nominated Advisor
Shore Capital
Bidhi Bhoma or Toby Gibbs
Tel: 020-7468 7950
Joint Broker
Peterhouse Corporate Finance
Jon Levinson Tel: 020-7562 3357
Public Relations
Blythe Weigh Communications
Tim Blythe
Tel: 020-7138 3204
Notes to Editors:
VSA Capital Group plc is an international investment banking and
institutional broking group headquartered in London. Via its
subsidiary, VSA Capital Limited, the group provides corporate
finance, broking, research, sales and capital raising capabilities
to companies in the natural resources sectors; Oil & Gas,
Mining, Agriculture and Timber. VSA Capital Limited is authorised
and regulated by the FSA and advises companies listed in London
(AIM and the Main Market), Canada (TSX) Australia (ASX) and the USA
(NYSE/OTCBB).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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