Proposed cancellation of Trading on AIM
21 Abril 2009 - 3:00AM
UK Regulatory
TIDMGMO
RNS Number : 8710Q
GMO Limited
21 April 2009
GMO Limited
("GMO" or the "Company")
Proposed cancellation of admission of shares to AIM, share buy back and summary
winding up of GMO Limited
The Company (AIM: GMO) announces that, following an internal review and
consultation with advisers, its board of directors has decided to propose that,
amongst other things, the Company cancels the admission of its shares to trading
on AIM ("Cancellation").
GMO has continued to incur significant costs and expenses relating to the
listing of its shares on AIM. The Company's directors believe that, in light of
these costs, and given the low liquidity of trading in the Company's shares and
the poor performance of the Company's share price since listing in September
2006, the proposed Cancellation is in the best interests of the Company.
In order to accommodate shareholders who do not want to hold unlisted shares,
GMO intends to offer existing shareholders the opportunity to sell their shares
back to the Company, conditional on the Cancellation occurring ("Share Buy
Back"). The provisions of the UK Takeover Code do not apply to the Share Buy
Back.
Following the Cancellation and the Share Buy Back, it is proposed that:
* GMO's shares in Wisdom Choice Investments Ltd will be transferred to GMO Global
Limited, both companies registered in the British Virgin Islands; and
* upon completion of the transfer, GMO will commence a summary winding up and
during its winding up will make an in specie distribution of its remaining asset
which comprises shares in GMO Global Limited to the remaining shareholders in
the Company.
Following this in specie distribution, GMO will have no further assets and it is
intended that GMO will be dissolved.
The Share Buy Back is proposed to be conducted at a price of 0.5 pence per
share, up to a limit of 10,100,000 ordinary shares, applied on a first come,
first served basis. The Company has received irrevocable undertakings from
four major shareholders not to participate in the Share Buy Back in respect of
an aggregate holding of 183,614,481 ordinary shares representing 94.8% of the
total shares outstanding.
A circular containing the background to the proposed Cancellation and the
details of the proposed Share Buy Back, transfer of shares, in specie
distribution and summary winding up of the Company will be sent to the
shareholders shortly and will be made available on the Company's website,
www.gmoglobal.com.
Under the AIM Rules, it is a requirement that any company seeking to cancel its
admission to AIM must seek shareholders' approval, comprising not less than 75
per cent of the votes cast by shareholders (whether present in person or by
proxy) in a general meeting. The Share Buy Back, in specie distribution and
summary winding up will also be subject to shareholder approval. The Company
intends to convene an extraordinary general meeting ("EGM") for 5 p.m (Malaysian
time) on 20 May 2009 at Auditorium, 11th Floor, Packet Hub, 159 Jalan Templer,
46050 Petaling Jaya, Selangor Darul Ehsan, Malaysia at which resolutions to
approve the Cancellation and Share Buy Back will be proposed. If the
resolutions are passed, it is expected that the Cancellation will take effect
from 8.00 a.m on 21 May 2009. Subject to the approval of the Cancellation and
Share Buyback, the Company then intends to convene a further extraordinary
general meeting as soon as is reasonably practicable following the EGM for the
purposes of proposing resolutions for the winding up of the Company and the in
specie distribution.
For further information please visit www.gmoglobal.com or contact:
+----------------------------------------------+-------------------------+
| GMO Limited | +65 9690 0099 |
| Eugene Goh | |
| eugene@gmoglobal.com | |
| | |
+----------------------------------------------+-------------------------+
| Blue Oar Securities Plc | +61 3 8637 1537 |
| Justin Lewis | +44 20 7448 4400 |
| Shane Gallwey | |
+----------------------------------------------+-------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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