TIDMSTV
RNS Number : 5580T
Strathdon Investments PLC
07 December 2011
STRATHDON INVESTMENTS PLC
("Strathdon" or the "Company")
Proposed cancellation of admission to trading on AIM
Strathdon Investments plc, (AIM: STV) today announces that it
intends to apply for cancellation of the trading of its Ordinary
Shares on AIM and to re-register the Company as a private limited
company. A circular convening a General Meeting, which will held on
30 December 2011 at 9.30 a.m. at the offices of Wallace LLP at One
Portland Place, London W1B 1PN, has been sent to shareholders.
In the event that Shareholders approve the Cancellation, it is
anticipated that the last day of dealings in the Shares will be 9
January 2012 and that the effective date of the Cancellation will
be 10 January 2012.
Further details of the Proposals are set out below. Capitalised
terms used in this announcement are as defined in the circular to
shareholders.
Contacts:
Strathdon Investments Plc
Simon Hunt Tel: 07733 337755
John Cusins Tel: 07967 007223
Seymour Pierce Limited Tel: 0207 107
8000
Nicola Marrin / David Foreman
Rationale for the Delisting and Re-registration
Following careful consideration, the Directors have concluded
that it is no longer in the best interests of the Company or its
Shareholders for Strathdon to maintain the Admission or to remain a
public limited company. In reaching this conclusion, the Directors
considered the following factors:
-- the significant professional fees associated with the
Admission (such as legal, accounting, London Stock Exchange and
nominated adviser costs);
-- the disproportionate amount of senior management time spent
in ensuring compliance with the AIM Rules and related regulatory
requirements, including reporting, disclosure and corporate
governance requirements;
-- that the Admission no longer serves a useful function for the
Company in terms of providing access to capital or enabling the
Ordinary Shares to be used to effect acquisitions, although the
Directors acknowledge the benefit to Shareholders of having a
public market in the Ordinary Shares; and
-- the lack of liquidity in trading of the Ordinary Shares
(there have been under twenty trades during the calendar year).
As a result of the Delisting and Re-registration, the Company
would benefit from substantial cost savings. The Directors estimate
that the cost saving which will be achieved following the Delisting
and the Re-registration will total approximately GBP50,000-70,000
per annum.
The Directors believe that as a result of the Delisting and
Re-registration, Strathdon would be better placed to focus on its
orderly exit from the Company's existing portfolio of investments.
The Directors believe that greater shareholder value will
ultimately be derived by operating the Company's business
off-market.
Current Trading and Strategy following the Delisting
The Company Directors report that the trading conditions of the
largest three investment portfolio companies are satisfactory to
the end of November 2011 with each of the portfolio companies
achieving expected results for the current year. There have been no
changes in the portfolio since the year ending 31 March 2011 in
terms of acquisitions or disposals.
Following the Delisting the Company will continue to work to
maximise the value of its existing assets and to seek an orderly
exit from the Company's existing portfolio of investments.
The Directors will send out annual financial statements to
Shareholders. The Directors also intend to keep Shareholders
informed of the Company's financial and operational performance
(including the directors' valuation of the portfolio) through
periodic updates via the Company's website:
www.strathdoninvestmentsplc.com.
Process for Delisting
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the Delisting. Under the AIM
Rules, it is a requirement that the Delisting is approved by the
requisite majority of Shareholders voting at the General Meeting
(being not less than 75 per cent. of the votes cast). Accordingly,
the Resolution numbered 1 set out in the Notice of General Meeting
seeks Shareholders' approval to the Delisting. The Resolution
approving the Delisting is not conditional on the passing of any of
the other Resolutions. Subject to the Resolution approving the
Delisting being passed at the General Meeting, it is anticipated
that trading in the Ordinary Shares on AIM will cease at close of
business on 9 January 2012 with the Delisting taking effect at 7.00
a.m. on 10 January 2012.
Upon the Delisting becoming effective, Seymour Pierce Limited
will cease to be nominated adviser to the Company. The Company will
no longer be required to comply with the AIM Rules. The Company
will no longer be bound (nor able) to announce, via a regulatory
information service, material events, administrative changes or
material transactions nor to announce interim or final results. 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.
Upon the Delisting becoming effective, the Company's CREST
facility will be cancelled and Shareholders who hold Ordinary
Shares in uncertificated form prior to Delisting will receive share
certificates. Shareholders should note however that the Company
will nevertheless remain subject to the provisions of the City Code
on Takeovers and Mergers for a period of 10 years from the
Delisting.
Transactions in the Ordinary Shares following Delisting
Immediately following the Delisting, there will be no market
facility for dealing in the Ordinary Shares and no price will be
publically quoted. As a result the Board recognises that the
Delisting will make it more difficult for the Shareholders to buy
and sell Ordinary Shares should they want to do so. In view of this
and in order to assist Shareholders, the Board intends to
facilitate a dealing arrangement within six months of the Delisting
to enable Shareholders to trade the Ordinary Shares. Once the
facility has been arranged, details will be sent to all
Shareholders and also made available to Shareholders via the
Company's website: www.strathdoninvestmentsplc.com.
Process for Re-registration
In order for the Company to effect the Re-registration (and to
make certain consequential amendments to the Memorandum and the
Articles), Shareholders will be asked to pass the Resolution
numbered 2 set out in the Notice of General Meeting. The Resolution
approving the Re-registration will be conditional on the Resolution
approving the Delisting being passed and the Delisting taking
effect.
If the Resolution numbered 2 set out in the Notice of General
Meeting is duly passed by the Shareholders and the Re-registration
becomes effective, the Memorandum and Articles will need to be
updated to reflect the fact that the Company is no longer a public
company, the Memorandum is no longer required and to remove certain
provisions which will no longer be relevant. The main provisions
which will be removed are those relating to the disclosure of
interests in shares and uncertificated shares (which will no longer
apply). Certain consequential amendments will also need to be made
to remove definitions which will no longer be used and to update
the numbering of the Articles. Accordingly, the Resolution relating
to the Re-registration also seeks Shareholders' approval to the
deletion of the Memorandum and the amendments to the Articles.
Copies of the proposed new articles of association showing the
proposed amendments can be viewed, together with the current
Articles, on the Company's website: www.strathdoninvestmentsplc.com
and are also available for inspection at the Company's registered
office during usual business hours on any weekday (Saturdays,
Sundays and public holidays excluded) until the date of the General
Meeting and at the General Meeting itself.
If the Resolution approving the Re-registration is passed, then,
following the satisfaction of the conditions, the Company will file
the requisite documents with the Registrar of Companies at
Companies House along with the relevant fee for re-registration.
The Re-registration will become effective upon the Registrar of
Companies issuing a certificate of incorporation on
re-registration, which will be issued once the Registrar is
satisfied that no valid application can be made to cancel the
Re-registration Resolution.
Irrevocable Undertakings
The Company has received irrevocable undertakings from each of
the Directors and other Shareholders, who together hold 41,156,166
Ordinary Shares, representing approximately 39.45 per cent. of the
current issued Ordinary Share capital, that they will vote in
favour of the Resolutions.
General Meeting
Set out at the end of the circular is a notice convening the
General Meeting to be held at the offices of Wallace LLP at One
Portland Place, London W1B 1PN at 9.30 a.m. on 30 December 2011 at
which the Resolutions will be put to Shareholders.
- Ends -
This information is provided by RNS
The company news service from the London Stock Exchange
END
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