Notice of EGM
26 2월 2010 - 2:05AM
UK Regulatory
TIDMADIL
AIM: ADIL 25 February 2010
Adili plc
("Adili" or "the Company")
Proposed disposal of trading subsidiary, Proposed cancellation of trading on
AIM and Notice of EGM
The following announcement incorporates extracts from the Chairman's letter
contained in a circular posted to the Company's shareholders to convene an
Extraordinary General Meeting ("EGM") of the Company to be held at 10 a.m. on
15th March 2010 at the offices of the Company, Blandford Hill, Milborne St.
Andrew, Blandford Forum, Dorset DT11 0HZ. The purpose of the EGM is to seek
Shareholders' approval to dispose of the trading subsidiary and subsequent
cancellation of admission of its Ordinary Shares to trading on AIM.
Enquiries:
Adili plc Adam Smith, Chief Executive T: 01258 837 437
Officer
Seymour Pierce Nicola Marrin T: 020 7107 8000
Catherine Leftley
Notice of an Extraordinary General Meeting - proposed disposal of trading
subsidiary
In the trading update issued in December 2009 and in the Half-yearly Report
issued in January 2010 the need for further working capital funding for
Adili.com's business was highlighted. A number of options for financing this
additional requirement have been explored by the Board over the last few
months. Whilst the Board was pleased with recent margin management, improved
sell through rates and own label product performance it became clear to the
Board in the latter part of 2009 that the key weakness that needed to be
rectified was the lack of scale required to support the necessary overhead of
the Group. The Board has actively worked on the following possible solutions:
* Collaboration with other ethical retailers to establish whether wider
product distribution, providing buying support or a potential merger of
operations might yield sufficient scale to accelerate break even;
* A further fund raising round from the existing shareholder base to fund the
Company until a significant increase in scale has been achieved
* A significant further restructuring of the Company's operations to reduce
operating costs whilst minimising any potential reduction in sales
* Bank funding for working capital combined with further restructuring
* An acquisition by the Company of another company in a different sector to
attract further funding
* A strategic alliance with a `mainstream' fashion retailer to offer
significantly increased product distribution opportunities, and at the same
time offering shared resources and funding
After careful consideration, investigation and negotiation with various
parties, the Board has concluded that there are no viable options available to
the Group which are likely to enable the Company's shareholders to realise any
value from the business hitherto carried on by Adili.com. The Company has
therefore conditionally agreed to sell the entire issued share capital of
Adili.com to a newly incorporated company, HICORP 73 Limited, which is owned by
Luke Heron, an investor in ethical brands. Luke Heron has intimated his
intention to trade Adili.com as a going concern through significant operating
synergies with his existing online eco-enterprises.
In the absence of this sale the Company has been advised that Adili.com would
have no alternative but to cease trading. The sale of Adili.com requires the
approval of a majority of shareholders at a general meeting of the Company
under the AIM Rules.
Principal terms of the Agreement
The Agreement provides for the Purchaser to acquire the entire issued share
capital of Adili.com for a cash consideration of GBP1. The Purchaser intends to
provide short term working capital funding to Adili.com upon the execution by
the holders of more than 50% of the total voting rights attaching to the
Existing Ordinary Shares of irrevocable undertakings to vote to approve the
Disposal. It is a requirement of the Purchaser that Adili plc release the
intercompany loan of GBP4,229,386 made by it to Adili.com and that the Company
change its name to a name not including the word "Adili".
The Agreement, if completed, will result in the disposal of the Group's entire
trading activities. As noted above, under AIM Rule 15, the Disposal must be
conditional upon the consent of the Shareholders being given in general
meeting. The Disposal will complete immediately following the EGM following
which the Directors intend to take steps to make the Company a dormant company.
Cancellation of Admission to AIM
Following the EGM and completion of the Disposal, Seymour Pierce, the Company's
nomad, will resign. The Board does not intend to appoint another nomad, as it
is intended that the Company will become a dormant company, and as such the
suspension of trading in the Company's shares will remain in place. The
Directors therefore intend, following completion of the Disposal to seek the
cancellation of trading of the Company's shares on AIM. In accordance with AIM
Rule 41 such cancellation will be conditional upon the consent of not less than
75% of the votes cast by the Company's shareholders in general meeting. In the
event that the cancellation does not become effective, the suspension will
remain in place for a period of one month following which, in accordance with
the AIM Rules, the London Stock Exchange will cancel admission.
During the suspension and/or following cancellation, transfers of Ordinary
Shares may only be effected in accordance with the provisions of the articles
of association of the Company concerning off-market transfers in certificated
form. In summary, to effect a transfer of Ordinary Shares following
Cancellation, once a proposed transferee has been found, a duly executed and
stamped stock transfer form will need to be submitted (together with the
relevant share certificate(s)) to the Company's secretary at the Company's
registered office for registration.
The Company has notified the London Stock Exchange of the proposed
cancellation. In the event that Shareholders approve the cancellation, it is
anticipated that the effective date of the Cancellation will be 24th March
2010.
Change of Name
In order to comply with the Purchaser's requirements the Directors propose
that, subject to the resolution to approve the Disposal being duly passed, the
name of the Company should be changed to Directional Fashion plc.
Irrevocable Undertakings
Irrevocable undertakings to vote in favour of the Resolutions have been
received from Hawk Investment Holdings Limited and Quentin Griffiths who
between them hold 51.57% of the Existing Ordinary Shares.
Extraordinary General Meeting
The EGM has been convened to seek approval for the Resolutions and will be held
at the offices of the Company, Blandford Hill, Milborne St. Andrew, Blandford
Forum, Dorset DT11 0HZ on Monday 15th March 2010, at 10am. Set out below is a
summary of the Resolutions:
Approval of disposal resulting in a fundamental change of business
As required by AIM Rule 15, Resolution 1 seeks Shareholder approval for the
Disposal.
Cancellation of Admission to AIM
As required by AIM Rule 41, Resolution 2 seeks Shareholder consent to the
cancellation of the admission of the Company's Ordinary Shares to trading on
AIM.
Change of Name
Resolution 3 seeks Shareholder approval for the change of the Company's name to
Directional Fashion plc.
Action to be taken by Shareholders
Shareholders will find enclosed with the document a Form of Proxy for use at
the EGM. The Form of Proxy should be completed and returned in accordance with
the instructions printed thereon so as to arrive at the Company's registrars,
Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as
possible and in any event not later than 10am on 13th March 2010.
Alternatively, CREST members who wish to appoint a proxy or proxies via CREST
may do so in accordance with the procedures set out in the Notice of an
Extraordinary General Meeting and Form of Proxy. Completion and return of the
Form of Proxy or appointment of a proxy via CREST will not prevent Shareholders
from attending and voting at the EGM should they so wish.
Recommendation
The Directors believe that the terms of the Disposal are fair and reasonable
insofar as Shareholders are concerned and that the Disposal and the approval of
the Resolutions set out in the notice of EGM are in the best interests of the
Company and its Shareholders as a whole. Accordingly, the Directors recommend
that Shareholders vote in favour of the Resolutions as they have undertaken to
do in respect of their aggregate shareholdings of 682,545 Existing Ordinary
Shares, equivalent to 0.58 per cent of the Existing Ordinary Shares.
Expected timetable of events
Despatch of the document 25th February 2010
Latest time and date for receipt of Proxy Forms 10am on 13th March 2010
Extraordinary General Meeting 15th March 2010
Cancellation of admission to trading on AIM 24th March 2010
Expected dispatch of share certificates 30th March 2010
Definitions
"Adili.com" Adili.com Limited (company number 5707632), a
wholly-owned subsidiary of the Company
"Agreement" the conditional sale agreement entered into by the
Company and the Purchaser for the sale and purchase
of the entire issued share capital of Adili.com;
"AIM" the AIM Market of the London Stock Exchange
"AIM Rules" the rules published by the London Stock Exchange
relating to AIM, as amended from time to time
"Company" or "Adili" Adili plc
"CREST" the system for paperless settlement of trades and
the holding of uncertificated shares administered
through Euroclear UK & Ireland Limited
"Directors" or "Board" the directors of the Company, as set out on page 5
of the document
"Disposal" the sale by the Company, pursuant to the Agreement,
of the entire issued share capital of Adili.com;
"EGM" the extraordinary general meeting of the Company
convened for 10am on 15th March 2010, notice of
which is set out on pages 8 to 10 of the document
"Existing Ordinary Shares" the 118,181,870 Ordinary Shares in issue at the date
of the document
"Form of Proxy" the form of proxy accompanying the document for use
in connection with the EGM
"Group" the Company and its subsidiary undertaking
"London Stock Exchange" London Stock Exchange plc
"Ordinary Shares" ordinary shares of GBP0.01 each in the capital of the
Company
"Purchaser" Hicorp 73 Limited (company number 7111367)
"Resolutions" the resolutions set out in the notice of the EGM on
page 8 of the document
"Seymour Pierce" Seymour Pierce Limited
"Shareholders" holders of Existing Ordinary Shares
END
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