TIDMECX
RNS Number : 6482L
EastCoal Inc
07 July 2014
NEWS RELEASE - July 7, 2014
PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM
EastCoal Inc. (NEX: ECX.H, AIM: ECX) ("EastCoal" or the
"Company") announced on June 23, 2014 that the Company intended to
seek shareholder approval for the cancellation of the Company's
Admission to AIM (the "Cancellation").
The Company is due to hold a combined Annual General Meeting and
Special Meeting on July 30, 2014 (the "2014 AGM"), at which, inter
alia, shareholders will be asked to consider a special resolution
to approve the Cancellation.
Reasons for the Cancellation of Admission to AIM
The board of directors of the Company (the "Board") have
identified the following reasons for the Cancellation, which they
consider to be in the long-term best interests of the Company and
EastCoal shareholders:
The high costs of maintaining the Company's Admission to
AIM.
The Company considers the costs associated with maintaining the
Company's Admission to AIM are excessive when considered alongside
the costs of maintaining the Company's listing on TSX Venture
Exchange's trading board NEX ("NEX") in Canada. At this time, the
Board has concluded that maintaining a second listing on AIM is
inappropriate.
The need to maintain appropriate liquidity of EastCoal
stock.
With the Company's listing on NEX, the Board is concerned that
there may not be enough liquidity for EastCoal shares to support
trading on both NEX and AIM. The Board believes it is in the best
interests of the Company and its shareholders to focus the trading
of EastCoal shares on NEX.
The operational and legal difficulties of being subject to two
different regulatory regimes in two different countries, in order
to maintain listings on both AIM and NEX.
The Company currently has to comply with the regulatory,
reporting and corporate governance requirements of two exchanges in
two different countries, whose requirements are sometimes different
and/or inconsistent. The Board believes that it is best to remove
the requirement of compliance with two different exchanges, as it
believes that maintaining the listing on NEX would still provide
EastCoal shareholders with proper governance and protection.
The management time taken up with the Company's Admission to
AIM.
The ongoing regulatory requirements associated with the
Company's securities being admitted to trading on both NEX and AIM
are diverting a substantial portion of management time and
attention which the EastCoal Board believes could more usefully be
deployed developing the business.
Circular to EastCoal shareholders and recommendation
Rule 41 of the AIM Rules for Companies ("Rule 41") requires an
AIM company that wishes to cancel admission of its securities to
trading on AIM to notify such intended cancellation to the public
and separately to inform the London Stock Exchange of its preferred
cancellation date at least 20 business days prior to such date.
Rule 41 also requires that, unless the London Stock Exchange
otherwise agrees, the Cancellation must be conditional upon the
consent of not less than 75% of shares represented by shareholders
voting in a general meeting.
The Company has sent a circular to EastCoal shareholders which
will explain the reasons for the proposed Cancellation and will
also convene a combined Annual General Meeting and Special Meeting
of the Company, at which EastCoal shareholders will be asked, inter
alia, to consider a special resolution to approve the Cancellation.
The combined Annual General Meeting and Special Meeting will be
held on July 30, 2014, thereby allowing Cancellation to become
effective on September 24, 2014.
The Board members, who, in aggregate, have an interest in
40,256,178 common shares of EastCoal, representing approximately
25.8 per cent of the Company's issued share capital, unanimously
recommend that all EastCoal shareholders vote in favour of such
resolution, as they intend to do in respect of their aggregate
holding in the common shares of EastCoal.
Process for the Cancellation
Subject to EastCoal shareholder approval of the Cancellation at
the General Meeting by the required 75% of shares represented by
shareholders voting in a general meeting, it is expected that the
admission of the Ordinary Shares to trading on AIM will be
cancelled with effect from 7.00 a.m. (London time) on September 24,
2014. Accordingly, the latest date for trading in Ordinary Shares
through the market on normal market timings to settle prior to the
Cancellation will be September 19, 2014. Following the
Cancellation, there will be no market facility in the UK for
dealing in EastCoal shares and EastCoal shareholders wishing to
publicly trade their EastCoal shares will need to do so through
NEX.
Trading Common Stock following the Cancellation from AIM
Should the Cancellation from AIM be approved by EastCoal
shareholders, the Company will maintain its NEX listing and will
therefore continue to be subject to the Canadian Securities and
Exchange Commission's reporting obligations. The Company will
continue to keep EastCoal shareholders informed of the Company's
financial and operational performance through ongoing updates in
regulatory filings with the NEX, as well as updates in press
releases, on the Company's website, (www.eastcoal.com) and in
investor meetings. All shares of Common Stock that were previously
admitted to trading on AIM and entered on the register maintained
by Computershare will be placed on the Company's Canadian registrar
list. The Company's Canadian transfer agent and registrar will send
out physical share certificates to all EastCoal shareholders whose
shares were previously entered on the share register maintained by
Computershare UK. In addition, the CREST depository interest
facility will be terminated following Cancellation of our admission
to AIM, the shares held in such facility shall be withdrawn placed
on the Company's Canadian registrar list and the ISIN for the
securities previously held in CREST system will be disabled. Any
EastCoal shareholder holding a physical certificate should hold on
to the certificate until such time as they wish to trade the
shares. Any questions regarding the handing in of share
certificates or how to electronically deposit shares can be
directed to EastCoal's Canadian transfer agent and registrar,
Computershare ("Computershare"), 8(th) Floor, 100 University
Avenue, Toronto, Ontario, M5J 2Y1 www.computershare.com .
Computershare, or a brokerage firm of your choosing, will be able
to further provide you with instructions regarding the process of
trading your shares in Canada.
Expected Timetable
Publication of circular and July 4, 2014,
Notice of combined Annual General
Meeting and Special Meeting
Latest time and date for receipt July 25, 2014,
of Last time and date for receipt
of Forms of Instructions for
the combined Annual General
Meeting and Special Meeting
Combined Annual General Meeting July 30, 2014,
and Special Meeting
Result of combined Annual General July 31, 2014,
Meeting and Special Meeting
announced
Latest date for trading in September 19, 2014
Shares in the Company's Common
Stock through the AIM market
on normal market timings to
settle prior to the Delisting
Cancellation of admission of September 24, 2014
the Company's Shares to trading
on AIM
Notes:
1. Each of the times and dates referred to in this announcement
is based on the Company's current expectation and is subject to
change. All times are London times.
2. Any changes to the expected timetable will be announced via a
Regulatory Information Service.
Forward-Looking Statements: This news release contains
discussion of items that may constitute forward-looking statements
within the meaning of securities laws that involve risks and
uncertainties. Although the Company believes the expectations
reflected in such forward-looking statements are based on
reasonable assumptions, it can give no assurances that its
expectations will be achieved. These statements reflect
management's expectations as of the date of this press release
regarding the Company's future financial performance and should not
be read as guarantees of future performance or results. Factors
that could cause actual results to differ materially from
expectations include the effects of general economic conditions,
actions by government authorities and courts and actions by stock
exchanges, stakeholders of the Company or regulatory
authorities.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts:
EastCoal Inc.
Hendrik Dietrichsen, CEO +44 (75) 9260 5241
Cenkos Securities plc
Alan Stewart/Derrick Lee +44 (0) 131 220 6939
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Eastcoal (LSE:ECX)
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Eastcoal (LSE:ECX)
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부터 5월(5) 2023 으로 5월(5) 2024
