CGX Chromogenex

 

TIDMCGX 
 
RNS Number : 9785N 
Chromogenex PLC 
27 February 2009 
 

27 February 2009 
Chromogenex plc 
(the "Company") 
 
 
Proposed Cancellation of trading of securities on AIM and Director change 
 
 
 
 
The Company today announces that the Board has resolved to seek shareholder 
approval for the cancellation of admission to trading on AIM of the Ordinary 
Shares in the Company (the 'Cancellation'). 
 
 
In addition to this, the Company announces the departure of Chris Williams as a 
Director of the Company as from 26 February 2009. 
 
 
Having carefully considered the matter for some time, the board of directors of 
the Company (the 'Board') concluded that it is no longer in the best interests 
of the Company for the Company's Shares to continue to be admitted to trading on 
AIM. 
 
 
The Company has experienced very difficult trading conditions over the past year 
and the tightening of credit has negatively affected our customers' ability to 
finance purchases of our products. This has impacted on the results for the year 
ended 31 December 2008 with sales significantly down on 2007 and an increase in 
losses. Management accounts see sales for 2008 of GBP2.1m resulting in an 
operating loss of GBP1m with additional losses likely due to a write down of 
inventory compared to 2007 sales of GBP4.1m and an operating loss of GBP695k. 
 
 
The Board is, however, confident in the future of the business as a viable and 
going concern particularly in light of a significant restructuring of the 
business including a reduction in payroll and other expenses and the benefit of 
a weak Sterling on exports. The Board considers that in its current position the 
Company cannot justify the cost of being a public company which it estimates at 
over GBP100,000 per annum. Given the low market capitalisation of the Company 
and the low liquidity of the Ordinary Shares and the requirement to conserve 
cash the Board believes it would be in the best interests of the Company to seek 
a cancellation of its shares from AIM. 
 
 
The Board is also reviewing the Company's future strategy and believes that in 
any potential future corporate transaction the current share price would make it 
very difficult to apportion any meaningful value on the Company and its assets 
such as Intellectual Property, current assets and tax losses. 
 
 
Impact of the Cancellation 
 
 
Following the Cancellation of trading in the Company's shares on AIM, the shares 
will not be traded on any public market. However, as mentioned under "Dealing 
and Settlement arrangements" below, the Directors intend to use reasonable 
endeavours to create and maintain a matched bargain settlement facility. 
 
 
The Company will not be bound to announce material events, interim or final 
results, nor to comply with any of the corporate governance requirements for 
quoted companies. 
 
 
However, the Directors wish to assure Shareholders that they remain committed to 
a high level of transparency and do not intend the Cancellation to impact on the 
level of disclosure of material events currently made to Shareholders. As such, 
the board will post relevant information on the Company's website. They will 
also hold annual and general meetings in accordance with statutory requirements 
and the Company's articles, and will continue to send shareholders copies of the 
Company's audited accounts. 
 
 
Dealing and Settlement Arrangements 
 
 
The Directors are aware that Shareholders may wish to acquire or dispose of 
shares in the Company. Accordingly, they intend to use reasonable endeavours to 
create and maintain a matched bargain settlement facility. This facility will be 
managed by the Company and details of its operation will be made available on 
the Company's website www.chromogenex.com after the General Meeting. Any 
Shareholder seeking to purchase or sell any shares should contact the Company 
Secretary in writing at Units 1&2 Heol Rhosyn, Dafen Park, Llanelli, SA14 8QG. 
 
 
Transfers of interests in shares in certificated form should be sent to the 
Company's registrars, Share Registrars Ltd, Suite E, First Floor, 9 Lion and 
Lamb Yard, Farnham, Surrey, GU9 7LL. Existing share certificates remain valid. 
 
 
Dealings in the shares following the Cancellation will continue to be eligible 
for settlement through CREST in uncertificated form until further notice. 
 
 
General Meeting 
 
 
Under the AIM rules, it is a requirement that Cancellation of the admission to 
trading on AIM must be approved by not less than 75 per cent of shareholders 
voting in a general meeting. Accordingly, the Directors have convened a General 
Meeting to be held at Units 1&2 Heol Rhosyn, Dafen Park, Llanelli, SA14 8QG at 
10.00am on 24th March 2009. The notice of General Meeting contains a special 
resolution to approve the application to the London Stock Exchange for 
cancellation of admission to trading on AIM of the Company's Ordinary shares. A 
second resolution is included in the notice of General Meeting to re-register 
the Company as a private company and to make consequential changes to its 
Memorandum and Articles of Association. The Company has received proxies and/or 
irrevocable undertakings from shareholders holding 25,224,091 Ordinary shares 
representing 41% of the current share capital of the Company, to vote in favour 
of the Resolutions. 
 
The Company has notified the London Stock Exchange of its preferred Cancellation 
date and assuming the Resolutions are approved, it is expected that cancellation 
of dealings will take effect at 7.00am on 1st April 2009. 
 
 
A copy of the shareholder circular convening the General Meeting is available on 
the Company's website www.chromogenex.com. 
 
 
 
 
For further information: 
Chromogenex plc    01554 755444 
Peter McGuinness, 
Chairman                             07800 924 995 
 
HB Corporate 
020 7510 8600 
 Luke Cairns 
 
Threadneedle Communications   020 7653 9850 
Graham Herring/Josh Royston 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCSEAFWMSUSEIE 
 

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