Proposed Delisting and Notice of GM

    RNS Number : 4155Z
  Conder Environmental PLC
  18 July 2008
   

    CONDER ENVIRONMENTAL PLC
    (the "Company")
    Proposed Delisting, Proposed Capital Reorganisation and Notice of General Meeting
    The Company announces the posting of a circular (the "Circular") and notice of General Meeting to its Shareholders seeking their
approval for a capital reorganisation (the "Capital Reorganisation") and the cancellation of admission to trading on AIM (the "Delisting")
of the Company's ordinary shares of 10p each ("Ordinary Shares"). 
    Unless otherwise defined, terms used in this announcement have the defined meaning given to them in the Circular. 
    Delisting from AIM
    The Directors consider that one of the principal obstacles to the development of the Group is the cost of being a public company, which
they estimate amounts to up to �250,000 per annum. This combined with the low market capitalisation of the Company and the low liquidity of
the Existing Ordinary Shares has led the Directors to conclude that it would be in the best interests of shareholders and the Company to
seek a delisting of its shares on AIM.
    The Directors are aware that Shareholders may still wish to acquire further or dispose of New Ordinary Shares and, accordingly, intend
to use reasonable endeavours to create and maintain a matched bargain settlement facility. Under this facility, shareholders or persons
wishing to acquire shares will be able to leave an indication with the matched bargain settlement facility provider that they are prepared
to buy or sell at an agreed price. In the event that the matched bargain settlement facility provider is able to match that order with an
opposite sell or buy instruction, the matched bargain settlement facility provider will contact both parties and then effect the order.
Shareholders who do not have their own broker will need to register with the matched bargain settlement facility provider as a new client.
This can take some time to process and therefore shareholders who consider they are likely to avail themselves of this facility are
encouraged to commence it at the earliest opportunity. The contact details of the matched bargain settlement facility provider once arranged will be made available to Shareholders on the Company's
website.
    In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the Delisting which is conditional
upon the consent of not less than 75 per cent. of votes cast by Shareholders at the General Meeting. The Delisting is expected to be
effective from 7.00 a.m. on 19th August 2008. 
    Capital Reorganisation
    It is envisaged that any future transactions, being acquisitions, fundraisings, or, any other corporate activity, will involve the issue
of new shares by the Company.
    Accordingly, it is proposed to sub-divide and convert each Existing Ordinary Share into one New Ordinary Share and one Deferred Share
and each unissued Ordinary Share into ten New Ordinary Shares. The New Ordinary Shares will have the same rights (including as to voting,
dividends and return of capital) as the Ordinary Shares. The Deferred Shares will not carry any rights to vote or dividend rights and they
will only be entitled to a payment on a return of capital or on a winding up of the Company after each New Ordinary Share has received in
aggregate capital payments of �1,000,000. The Deferred Shares will not be listed or traded on AIM and will not be transferable without the
written consent of the Company. The Board may decide to make an application to the High Court for the Deferred Shares to be cancelled in due
course. The Deferred Shares may by order of the High Court, be cancelled for no consideration by means of a reduction of capital effected in
accordance with applicable law without sanction of the holders of the Deferred Shares.
    Existing share certificates will cease to be valid following the Capital Reorganisation and new share certificates are expected to be
issued on 19th August 2008. No certificates will be issued in respect of the Deferred Shares.
    General Meeting
    The General Meeting has been convened to approve the Capital Reorganisation and the Delisting and will be held at the Alton Grange
Hotel, London Road, Alton, Hampshire, GU34 4EG on 11th August 2008 at 11.00 a.m.  

    For further information please contact:

 Conder Environmental plc                                 Tel: 01420 470811
 Graham Setterfield - Chairman
 Jon Varney - Group Managing Director
 David Griffith - Group Finance Director

 Shore Capital and Corporate Limited - Nominated Adviser  Tel: 020 7408 4090
 Dru Danford/Stephane Auton


This information is provided by RNS
The company news service from the London Stock Exchange
 
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