Cancellation of Trading on AIM
24 11월 2009 - 4:00PM
UK Regulatory
TIDMATV
RNS Number : 9574C
Antonov PLC
24 November 2009
ATV.L
Antonov Plc
("Antonov" or the Company")
Cancellation of trading of Ordinary Shares on AIM
Creation of Convertible Shares
Amendments to the Articles
Increase in Share Authorities
Notice of General Meeting
The Company has posted a Circular to Shareholders on 23 November 2009, convening
a General Meeting to be held at the registered offices of the Company, 2 Hawkes
Drive, Heathcote Industrial Estate, Warwick, Warwickshire, CV34 6LX, at 11.00
a.m. on 17 December 2009 to consider and, if through fit, approve the following
Proposals:
* the Cancellation;
* the creation of the Convertible Shares;
* the proposed amendments to the Articles; and
* the increase in the Share Authorities.
BACKGROUND TO AND REASONS FOR PROPOSING THE CANCELLATION
The Company was admitted to trading on AIM on 25 August 1995 with a market
capitalisation at the admission price of approximately GBP28.1 million. The
reasons for admission were, inter alia, to raise the Group's profile and provide
access to capital by creating a public market in the Company's ordinary
shares. In 1997, the Company's ordinary shares were listed on Euronext
Amsterdam, a Regulated Market. As such, the Company has to adhere to two
separate regulatory regimes. However, as at the date of the
Circular, approximately 94 per cent. of the Ordinary Shares are held through
Euroclear Nominees Limited and Euroclear Nederland and almost all trading
actively now occurs on Euronext Amsterdam.
Following careful consideration, the Board has concluded that it is no longer in
the best interests of the Company or Shareholders to maintain the admission to
trading on AIM of the Ordinary Shares and Shareholder approval is now being
sought to cancel the Company's AIM admission in accordance with AIM Rule 41. The
Directors consider that the cost of being an AIM quoted company alongside the
Euronext quotation, which they estimate amounts to approximately GBP500,000 per
annum, does not provide the Company with any additional significant benefit and,
given the limited liquidity in the trading of its Ordinary Shares on AIM, the
Board believes that there is little point in maintaining the dual quotation.
In accordance with Rule 41 of the AIM Rules, the Company has today notified the
London Stock Exchange of the proposed Cancellation, which is conditional upon
the consent of not less that 75 per cent of votes cast by Shareholders in a
general meeting.
Accordingly, the Board is convening the General Meeting to be held at 11.00 a.m.
on 17 December 2009 to consider and, if thought fit, approve the Cancellation.
If Resolution 2 is passed at the General Meeting then the last day of trading of
the Company's Ordinary Shares will be 30 December 2009 and the Cancellation will
be effective from 7.00 a.m. on 31 December 2009.
The Directors believe that there will be limited impact on Shareholders as a
result of the Cancellation. The Company intends to continue with the listing on
Euronext Amsterdam and as such, Shareholders will be free to trade their
Ordinary Shares on Euronext Amsterdam where, as mentioned above, the majority of
trading activity already takes place. Settlement will continue to take place
through an Uncertificated System.
Furthermore, as Euronext Amsterdam is a Regulated Market, the Company will
continue to remain subject to, inter alia, the Prospectus Directive, the
Takeover Directive and the Euronext Rules.
CREATION OF CONVERTIBLE SHARES
Under the Equity Facility Agreement the Company has financing arrangements in
place which regularly involves the issue of Ordinary Shares to Quivest. By
virtue of the Dutch implementation of the Prospectus Directive under the DFSA,
the Company is required to publish a prospectus every time the number
of Ordinary Shares to be admitted to trading on Euronext Amsterdam exceeds 10
per cent. of the issued share capital of the Company in any twelve month period.
At the current rate of issue of Ordinary Shares to Quivest under the Equity
Facility, the Company is under the obligation to publish a prospectus
approximately every 10 weeks, which is both a costly and time consuming
exercise.
In order to enable the Company to issue new shares without being obliged to draw
up a prospectus and therefore provide more flexibility as to raising additional
equity, it is proposed that a new class of Convertible Shares shall be created
which will have the same rights as those currently accruing to the existing
Ordinary Shares under the Articles, including those relating to entitlement to
dividends and returns on capital, save that the Convertible Shares shall have no
right to receive notice of, attend or vote at any general meeting of the
Company. These Convertible Shares will not be listed and therefore a prospectus
is not required. The Convertible Shares shall be convertible into Ordinary
Shares on a one for one basis, following a period of three weeks from the date
of the notice of conversion.
The Company has therefore agreed with Quivest (conditional upon approval of
Resolutions 1, 3 and 5) that the Equity Facility Agreement be amended to provide
for the issue of the Convertible Shares (having the rights and restrictions as
summarised below) in the place of Ordinary Shares. If and when Quivest elects to
convert all or part of its Convertible Shares into Ordinary Shares, the
Company can claim exemption from the obligation to draw up a prospectus in
accordance with the DFSA in connection with the application for admission of
such Ordinary Shares to trading on Euronext Amsterdam. Article 5.4(g) of the
DFSA states that there is no obligation to publish a prospectus in respect of
the application for admission to trading on a Regulated Market of listed shares
that derive from the conversion of another class of unlisted security.
Resolution 3 sets out the proposed creation of the Convertible Shares, amends
the Articles to include the rights and restrictions attaching to the Convertible
Shares and is proposed as a special resolution.
Risk Factors relating to the conversion of the Convertible Shares
Under the CESR Guidelines, the use of the exemption in the Prospectus Directive
incorporated in Article 5.4(g) of the DFSA may be monitored to prevent companies
from misusing such exemption to avoid the obligation to issue a prospectus.
However, as the Convertible Shares are created to provide more flexibility as to
raising additional equity and the Convertible Shares are subject to the
conversion restriction of a notice period, the Company has received legal advice
that the proposed reliance on Article 5.4(g) of the DFSA in connection with the
application for admission to trading on Euronext Amsterdam of Ordinary Shares
arising on the conversion of the Convertible Shares should be acceptable under
Dutch law. Should the AFM challenge the Company's reliance on the exemption in
Article 5.4 (g) of the DFSA, this could possibly result in the Company being
fined and being required to issue a prospectus in relation to the admission
to trading on Euronext Amsterdam of the Ordinary Shares resulting from the
conversion of the Convertible Shares.
AMENDMENTS TO THE ARTICLES
It is proposed that the Company amend its Articles in order to:
(a) take account of the changes introduced by the 2006 Act including the removal
of the Company's objects and authorised share capital;
(b) incorporate the rights attached to the Convertible Shares (as summarised
above); and
(c) increase the borrowing limits of the Directors to ten times the net assets
of the Company, which as at the date of the Circular equates to
approximately GBP37.6 million, as the current limit is insufficient to allow the
Company to fully utilise the Loan Facility Agreement, as previously set out in
the Company's recent prospectuses.
INCREASE IN THE SHARE AUTHORITIES
(a) Authority to allot relevant securities
The Company is seeking Shareholders' approval for the authority pursuant to
section 551 of the 2006 Act to exercise all powers of the Company to allot
shares or grant rights to subscribe for or to convert any security into shares:
(i) up to a maximum aggregate nominal amount of GBP5,000,000 in respect of
Convertible Shares and Warrants under the Equity Facility Agreement,
representing 314 per cent of the Issued Share Capital; and
(ii) otherwise up to a maximum aggregate nominal amount of GBP3,000,000,
representing 188 per cent of the Issued Share Capital, to such persons at such
time and upon such terms and conditions as the directors of the Company may
determine (subject always to the Articles).
Such authority (which is in substitution for any existing authority) will,
unless renewed, varied or revoked, expire at the conclusion of the annual
general meeting of the Company to be held in 2010.
(b) Authority to disapply pre-emption rights
The Company is also seeking Shareholders' approval for the authority to allot
equity securities as if the pre-emption rights set out in section 561(1) of the
2006 Act did not apply, in respect of the following matters:
(i) the allotment of equity securities in respect of Convertible Shares and
Warrants issued pursuant to the Equity Facility Agreement;
(ii) the allotment of equity securities in connection with an offer of such
securities by way of a rights issue or other issues pro rata to existing
entitlements to holders of relevant equity securities in proportion (as nearly
as may be) to the respective amounts of equity securities held by them taking
into account any prohibitions against or difficulties concerning the making of
an offer or allotment to shareholders whose registered address or place of
residence is overseas and subject to such exclusions or other arrangements as
the directors may deem necessary or expedient to deal with equity securities
which represent fractional entitlements or legal or practical difficulties under
the laws of any territory or the requirements of any regulatory body, stock
exchange or other authority in any jurisdiction; and
(iii) the allotment (otherwise than pursuant to paragraphs (i) and (ii) above)
of equity securities up to a maximum aggregate nominal amount of GBP166,075
representing approximately 10 per cent. of the current issued share capital of
the Company.
Such power (which is in substitution for any existing power) will, unless
renewed, varied or revoked, expire at the conclusion of the annual general
meeting of the Company to be held in 2010.
RECOMMENDATION
The Directors consider that the Proposals are fair and reasonable and in the
best interests of Shareholders as a whole. Accordingly, the Directors, who own
110,374 Ordinary Shares, representing approximately 0.7 per cent. of the Issued
Share Capital respectively, intend to vote in favour of all Resolutions.
Copies of this document are available free of charge until 17 December 2009 at
the Company's offices at 2 Hawkes Drive, Heathcote Industrial Estate, Warwick,
Warwickshire CV34 6LX during usual business hours on any weekday (public
holidays excepted). This document is also on the Company's website
www.antonovplc.com.
Enquiries
Should you have any queries please contact: -
+--------------------------------------------------+---------------------+
| Jos Haag, Executive Chairman, Antonov plc | +44 1926 455 800 |
| | +31 651 561 767 |
+--------------------------------------------------+---------------------+
| Lindsay Mair/Antony Legge, Astaire Securities | +44 207 448 4400 |
+--------------------------------------------------+---------------------+
| Shane Dolan, Biddicks | +44 207 448 1000 |
+--------------------------------------------------+---------------------+
www.antonovplc.com
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
+-----------------------------------------+------------------------------+
| Date of this document | 23 November 2009 |
+-----------------------------------------+------------------------------+
| Announcement of General Meeting | 23 November 2009 |
+-----------------------------------------+------------------------------+
| Latest time and date for receipt of | 11.00 a.m. on 15 December |
| completed forms of proxy to be valid at | 2009 |
| the General Meeting | |
+-----------------------------------------+------------------------------+
| General Meeting | 11.00 a.m. on 17 December |
| | 2009 |
+-----------------------------------------+------------------------------+
| Cancellation of admission to trading on | effective from 7.00 a.m. on |
| AIM | 31 December 2009 |
+-----------------------------------------+------------------------------+
References to time in this document are to London time.
The Company reserves the right to change any of the above times or dates, in
which event the revised times and/or dates will be notified to Shareholders by
an announcement on the Regulatory Information Service of the London Stock
Exchange.
All events in the above timetable following the General Meeting are conditional
on the approval by the Shareholders of Resolution 2 as set out in the Notice of
General Meeting.
DEFINITIONS
The following definitions apply throughout this document unless the context
requires otherwise:
+--------------------+---------------------------------------------------+
| "2006 Act" | Companies Act 2006 |
+--------------------+---------------------------------------------------+
| "AFM" | Netherlands Authority for the Financial Markets |
| | (Stichting Autoriteit Financiële Markten) |
+--------------------+---------------------------------------------------+
| "AIM" | the AIM Market of the London Stock Exchange |
+--------------------+---------------------------------------------------+
| "AIM Rules" | the AIM Rules for Companies published by the |
| | London Stock Exchange, as amended from time to |
| | time |
+--------------------+---------------------------------------------------+
| "Articles" | the Articles of Association of the Company |
+--------------------+---------------------------------------------------+
| "Cancellation" | the cancellation of admission of the Ordinary |
| | Shares to trading on AIM becoming effective in |
| | accordance with the AIM Rules |
+--------------------+---------------------------------------------------+
| "CESR Guidelines" | Frequently Asked Questions Regarding |
| | Prospectuses: Common Positions agreed by CESR |
| | Members (9th Updated Version September 2009) |
| | published by the Committee of European Securities |
| | Regulators |
+--------------------+---------------------------------------------------+
| "Circular" | the document poster to Shareholders on 23 |
| | November 2009 containing the Notice of General |
| | Meeting |
+--------------------+---------------------------------------------------+
| "Convertible | the proposed new convertible shares of 10p each |
| Shares" | in the capital of the Company |
+--------------------+---------------------------------------------------+
| "CREST" | the system for paperless settlement of trades and |
| | the holding of uncertificated shares administered |
| | through Euroclear UK & Ireland Limited |
+--------------------+---------------------------------------------------+
| "DFSA" | Dutch Financial Services Act (Wet op het |
| | financieel toezicht) |
+--------------------+---------------------------------------------------+
| "Directors" or | the directors of the Company as set out on page 7 |
| "the Board" | of this document |
+--------------------+---------------------------------------------------+
| "Equity Facility" | the equity facility of up to EUR20 million to be |
| | provided to the Company by Quivest pursuant to |
| | the Equity Facility Agreement |
+--------------------+---------------------------------------------------+
| "Equity Facility | the agreement dated 18 February 2009 (as amended |
| Agreement" | and restated by an agreement dated 18 November |
| | 2009 conditional upon the passing of Resolutions |
| | 1, 3 and 5) between the Company and Quivest |
+--------------------+---------------------------------------------------+
| "ESES" | the settlement system known as Euroclear |
| | Settlement of Euronext Zone Securities operated |
| | by Euroclear Nederland |
+--------------------+---------------------------------------------------+
| "Euroclear | is the Dutch Central Securities Depositary, the |
| Nederland" | Nederlands Centraal Instituut voor Giraal |
| | Effectenverkeer B.V. |
+--------------------+---------------------------------------------------+
| "Euroclear | is an admitted institution in ESES and holds |
| Nominees Limited" | shares for the benefit of investors holding |
| | securities accounts in accordance with the Giro |
| | Securities Transfer Act ("Wet Giraal |
| | Effectenverkeer" or "Wge") |
+--------------------+---------------------------------------------------+
| "Euronext | a market operated by NYSE Euronext |
| Amsterdam" | |
+--------------------+---------------------------------------------------+
| "Euronext Rules" | the Euronext Rule Book published by NYSE |
| | Euronext, as amended from time to time |
+--------------------+---------------------------------------------------+
| "General Meeting" | the general meeting of shareholders of the |
| | Company to be held at the registered office of |
| | the Company at 11.00 a.m. on 17 December 2009 to |
| | consider and, if thought fit, pass the |
| | Resolutions |
+--------------------+---------------------------------------------------+
| "ISIN Code" | International Securities Identification Number |
+--------------------+---------------------------------------------------+
| "Issued Share | the 16,607,474 Ordinary Shares in issue as at the |
| Capital" | date of this Document |
+--------------------+---------------------------------------------------+
| "Loan Facility" | the loan facility of up to EUR15 million to be |
| | provided to the Company by Quivest pursuant to |
| | the Loan Facility Agreement |
+--------------------+---------------------------------------------------+
| "Loan Facility | the agreement dated 18 February 2009 (as amended |
| Agreement" | by an agreement dated 16 October 2009) between |
| | the Company and Quivest |
+--------------------+---------------------------------------------------+
| "London Stock | London Stock Exchange plc |
| Exchange" | |
+--------------------+---------------------------------------------------+
| "Notice of General | the notice convening the General Meeting which is |
| Meeting" | set out towards the end of the Circular |
+--------------------+---------------------------------------------------+
| "Ordinary Shares" | the ordinary shares of 10p each in the capital of |
| | the Company |
+--------------------+---------------------------------------------------+
| "Proposals" | (i) the Cancellation; (ii) the creation of the |
| | Convertible Shares; (iii) the proposed amendments |
| | to the Articles; and (iv) the increase in the |
| | Share Authorities |
+--------------------+---------------------------------------------------+
| "Prospectus | Directive 2003/71/EC of the European Parliament |
| Directive" | and of the Council of 4 November 2003 on the |
| | prospectus to be published when securities are |
| | offered to the public or admitted to trading and |
| | amending Directive 2001/34/EC |
+--------------------+---------------------------------------------------+
| "Quivest" | Quivest B.V. |
+--------------------+---------------------------------------------------+
| "Registrars" | Capita Registrars Limited, the Company's |
| | registrars |
+--------------------+---------------------------------------------------+
| "Regulated Market" | a multilateral system operated and/or managed by |
| | a market operator, which brings together or |
| | facilitates the bringing together of multiple |
| | third-party buying and selling interests in |
| | financial instruments - in the system and in |
| | accordance with its nondiscretionary rules - in a |
| | way that results in a contract, in respect of the |
| | financial instruments admitted to trading under |
| | its rules and/or systems, and which is authorised |
| | and functions regularly and in accordance with |
| | Title III of the Directive 2004/39/EC of the |
| | European Parliament and Council Directive on |
| | markets in financial instruments |
+--------------------+---------------------------------------------------+
| "Resolutions" | the resolutions set out in the Notice of General |
| | Meeting |
+--------------------+---------------------------------------------------+
| "Share | the authorities given by the Company to the |
| Authorities" | Directors to issue and allot Ordinary Shares |
| | (including the grant of rights to subscribe for |
| | Ordinary Shares) and Convertible Shares, the |
| | resolutions relating to which are set out in the |
| | Notice of General Meeting |
+--------------------+---------------------------------------------------+
| "Shareholders" | holders of Ordinary Shares |
+--------------------+---------------------------------------------------+
| "Takeover | the Directive 2004/25/EC of the European |
| Directive" | Parliament and of the Council of 21 April 2004 on |
| | takeover bids |
+--------------------+---------------------------------------------------+
| "Uncertificated | any relevant transfer, settlement and clearing |
| System" | system, including such system operated by |
| | Euroclear Nederland |
+--------------------+---------------------------------------------------+
| "Warrants" | warrants to subscribe for Ordinary Shares |
| | constituted by an instrument dated 7 December |
| | 2006 and to be issued to Quivest pursuant to the |
| | Equity Facility Agreement |
+--------------------+---------------------------------------------------+
"GBP" and "p" British sterling pounds and pence respectively
Any reference to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.
Unless otherwise stated, all references to legislation refer to the laws of
England and Wales.
Words importing the singular shall include the plural and vice versa and words
importing the masculine gender shall include the feminine or neutral gender.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUOVBRKSRAUAA
Antonov (LSE:ATV)
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