Cancellation of Admission to AIM
05 8월 2009 - 3:00PM
UK Regulatory
TIDMCGNY
RNS Number : 8799W
Cagney PLC
05 August 2009
CAGNEY Plc ('Cagney' or the 'Company')
Proposed cancellation of admission to trading on AIM
The Company today announces that it is seeking Shareholders' approval for the
cancellation of admission to trading on AIM of the Ordinary Shares.
Background to and reasons for the proposal to delist
The Company's Ordinary Shares were admitted to trading on AIM on 13 February
2006. In the light of the challenging stock market conditions and difficulties
in financing acquisition opportunities, the Directors have undertaken a review
of the costs and benefits of having the Company's shares traded on AIM. The
review fell into four broad categories - (i) liquidity in the Company's shares;
(ii) the ability to raise finance; (iii) the direct and indirect costs of AIM;
and (iv) compatibility with the Group's strategy.
The key findings were:
+-----+------------------------------------------------------------------------+
| - | Liquidity in the Company's shares is very limited, with 44 per cent of |
| | the shares in the hands of four shareholder managers. A minimal free |
| | float of shares makes it difficult for anyone wishing to buy any |
| | substantial number of shares to do so at a reasonable price. In |
| | addition, the low ratings being applied to AIM listed companies, |
| | particularly in our sector where there is a general lack of analyst |
| | coverage, are making it difficult for anyone wishing to sell to |
| | achieve a sensible price. |
+-----+------------------------------------------------------------------------+
| - | In the current economic environment it is difficult for any company to |
| | raise investment funds from any source. It is even more difficult for |
| | small companies on the AIM market, and still more difficult for |
| | companies in our sector. De-Listing from AIM will allow the Company to |
| | approach sources of capital that previously were inaccessible due to |
| | its AIM status. |
+-----+------------------------------------------------------------------------+
| - | The costs associated with maintaining admission to AIM are substantial |
| | and will accumulate for however long Cagney stays on AIM. In addition, |
| | whilst the administrative and regulatory burden of maintaining |
| | admission to AIM is lighter than on the main stock market, it is still |
| | onerous for a company of our size. |
+-----+------------------------------------------------------------------------+
| - | The management team believes that Cagney's future lies in |
| | technology-driven developments centred on its market research and data |
| | analysis capabilities. Developing this strategy will inevitably |
| | require a more flexible approach to investment and performance than is |
| | possible on a public market where investors and analysts like to see |
| | steady, progressive growth and a steady flow of encouraging news. |
+-----+------------------------------------------------------------------------+
Having undertaken this review and consulted with the Group's advisers, the
Directors have concluded that it is no longer in the best interests of the
Company or its Shareholders as a whole to maintain admission to trading on AIM
of the Ordinary Shares.
The De-Listing
In accordance with Rule 41 of the AIM Rules, the Company has today notified the
London Stock Exchange of the De-Listing which is conditional upon the consent of
not less than 75 per cent of votes cast by Shareholders in a general meeting.
Consequently, the Company is convening the General Meeting on 28 August 2009 for
which irrevocable undertakings to vote in favour of the Resolutions have been
received from Shareholders in respect of 48.61 per cent of the Ordinary Shares.
The De-Listing is expected to be effective from 7.00 am on 8 September 2009. The
Notice of General Meeting is being posted to Shareholders today.
Recent Trading
The Board is pleased to confirm that the Group has made a profitable start to
the year. We expect operating profit for the first half of 2009 to show a modest
increase on the corresponding figure for 2008 when we announce our interim
results, and we anticipate that our solid start will enable us to report an
improved operating performance for the full year.
Transactions in the Ordinary Shares following De-Listing
Following De-Listing, the Board intends to set up a facility with a reputable
firm for the Company's shares to be traded on a matched bargain basis, and has
already taken steps to ensure that this can be put in place without undue delay.
The Directors intend to continue to keep Shareholders informed of the Company's
financial and operational performance through regular updates, and to ensure
that the composition of the Board will continue to include at least one
independent Non-Executive Director.
Shareholders should note that the Company will remain subject to the provisions
of the City Code on Takeovers and Mergers.
Irrevocable undertakings
The Company currently has in issue 218,296,932 Ordinary Shares. The Company
has received irrevocable undertakings to vote in favour of the Resolutions in
respect of 106,110,950 Ordinary Shares representing 48.61 per cent of the
Ordinary Shares.
Recommendation
The Directors believe that the De-Listing is in the best interests of the
Company and its Shareholders as a whole and unanimously recommend that
Shareholders vote in favour of the Resolutions to be proposed at the General
Meeting as they have irrevocably undertaken to do in respect of their own
beneficial holdings which amount in aggregate to 48,914,047 Ordinary Shares
representing 22.41 per cent of the issued Ordinary Shares.
Circular
A circular is being posted to Shareholders today, incorporating the Notice of
General Meeting to approve the De-Listing.
For further information please contact:
+--------------------------------------+----------------------+
| Cagney Plc | Tel: 020 7637 4198 |
+--------------------------------------+----------------------+
| Steve Mattey, Chief Executive | |
+--------------------------------------+----------------------+
| Patrick Oram, Chief Financial | |
| Officer | |
+--------------------------------------+----------------------+
| | |
+--------------------------------------+----------------------+
| Smith & Williamson | Tel: 0117 376 2213 |
+--------------------------------------+----------------------+
| Nick Reeve | |
+--------------------------------------+----------------------+
| Martyn Fraser | |
+--------------------------------------+----------------------+
| | |
+--------------------------------------+----------------------+
| WH Ireland (Broker) | Tel: 0161 832 2174 |
+--------------------------------------+----------------------+
| Stuart Forshaw | |
+--------------------------------------+----------------------+
| | |
+--------------------------------------+----------------------+
| The Media Foundry (PR) | Tel: 020 7612 1163 |
+--------------------------------------+----------------------+
| Anna Foster | |
+--------------------------------------+----------------------+
Expected Timetable of Principal Events
+--------------------------------------+--------------------------------------+
| Publication date of this | 5 August 2009 |
| announcement | |
+--------------------------------------+--------------------------------------+
| Latest time and date for receipt of | 11.00 am on 26 August 2009 |
| Forms of Proxy | |
+--------------------------------------+--------------------------------------+
| General Meeting | 11.00 am on 28 August 2009 |
+--------------------------------------+--------------------------------------+
| Cancellation of admission of the | effect from 7.00 am on 8 September |
| Ordinary Shares to trading on AIM | 2009 |
+--------------------------------------+--------------------------------------+
Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise.
+--------------------------------------+--------------------------------------+
| "AIM" | AIM, the market operated by the |
| | London Stock Exchange |
+--------------------------------------+--------------------------------------+
| "AIM Rules" | the London Stock Exchange AIM Rules |
| | for Companies |
+--------------------------------------+--------------------------------------+
| "Company" or "Cagney" | Cagney Plc |
+--------------------------------------+--------------------------------------+
| "De-Listing" | the proposed cancellation of |
| | admission to trading on AIM of the |
| | Ordinary Shares |
+--------------------------------------+--------------------------------------+
| "Directors" or "Board" | the board of directors of Cagney |
| | whose names appear on page 3 of the |
| | circular being sent to Shareholders |
| | today |
+--------------------------------------+--------------------------------------+
| "General Meeting" | the general meeting of the Company |
| | convened for 11.00 am on 28 August |
| | 2009 and any adjournment thereof |
+--------------------------------------+--------------------------------------+
| "Group" | Cagney and its subsidiary and |
| | associated undertakings |
+--------------------------------------+--------------------------------------+
| "Form of Proxy" | the form of proxy for use at the |
| | General Meeting or at any |
| | adjournment of such meeting |
+--------------------------------------+--------------------------------------+
| "London Stock Exchange" | London Stock Exchange plc |
+--------------------------------------+--------------------------------------+
| "Notice of General Meeting" | the Notice of the General Meeting |
| | which is incorporated into the |
| | circular being sent to Shareholders |
| | today |
+--------------------------------------+--------------------------------------+
| "Optionholders" | holders of outstanding options under |
| | the Cagney Plc 2007 Enterprise |
| | Management Incentive Plan |
+--------------------------------------+--------------------------------------+
| "Ordinary Shares" | fully paid ordinary shares of 1 |
| | pence each in the capital of the |
| | Company |
+--------------------------------------+--------------------------------------+
| "Resolutions" | the resolutions referred to in the |
| | Notice of General Meeting |
+--------------------------------------+--------------------------------------+
| "Shareholders" | holders of Ordinary Shares |
| | |
+--------------------------------------+--------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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