TIDMFXI
RNS Number : 4383G
Fusionex International PLC
26 May 2017
FOR IMMEDIATE RELEASE 26 May 2017
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR")
Fusionex International plc
("Fusionex" or the "Company")
Proposed cancellation of admission of the Company's ordinary
shares to trading on AIM, posting of documents and extraordinary
general meeting.
The Board of Fusionex today announces that the Company intends
to seek the approval of the holders of ordinary shares of no par
value in the capital of the Company (the "Shares") (the
"Shareholders") to cancel the admission of the Shares to trading on
AIM (the "Proposal" or the "Cancellation").
Hard copies of the following documents (collectively the
"Documents") will be sent to Shareholders later today:
-- a circular (the "Circular") containing a notice of an
extraordinary general meeting ("Extraordinary General Meeting")
which will take place at Main Conference Room, Level 12, Tower A,
Plaza 33, No.1, Jalan Kemajuan, Section 13, 46200 Petaling Jaya,
Selangor, Malaysia on 15 June 2017 at 10:00am (BST) / 5:00pm (MYT)
for the purpose of considering and, if thought fit, passing a
resolution to approve the Cancellation; and
-- a form of proxy for use by Shareholders at the Extraordinary General Meeting.
Electronic copies of the Documents together with the Company's
annual report and accounts for the year ended 30 September 2016 are
available from the Company's website:
www.fusionex-international.com in accordance with rules 20 and 26
of the AIM Rules for Companies (the "AIM Rules").
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by
Shareholders given in general meeting. Under the AIM Rules, the
Cancellation also requires a notice period of not less than 20
clear business days from the date on which notice of the intended
Cancellation is notified via the Regulatory Information Service and
is given to the London Stock Exchange.
The Extraordinary General Meeting is to be held for the purpose
of considering, and if thought fit, passing the following
resolution (the "Resolution"), to take effect as a resolution of
the Company requiring 75 per cent. of the votes cast (in person or
by proxy) to be in favour: THAT, the admission of the ordinary
shares each of no par value in the capital of the Company to
trading on AIM, a market operated by the London Stock Exchange
Group plc, be cancelled and that the directors of the Company be
authorised to take all steps which they consider to be necessary or
desirable in order to effect such cancellation.
All of the Directors whose shareholdings in aggregate represent
41.93 per cent. of the issued ordinary share capital of the
Company, have given irrevocable undertakings to vote in favour of
the Resolution.
Subject to the passing of the Resolution at the proposed
Extraordinary General Meeting on 15 June 2017, Cancellation will
occur no earlier than five clear business days after the proposed
Extraordinary General Meeting and it is therefore anticipated that
trading in the Shares on AIM will cease at 16.30 (BST) on 26 June
2017, with Cancellation expected to take effect at 7:00 am (BST) on
27 June 2017. Any change to these dates will be notified by an
announcement on the Regulatory Information Service.
Pursuant to Rule 41 of the AIM Rules, the Directors have
notified the London Stock Exchange of the date of the proposed
Cancellation.
The Circular sets out the following, further details of which
can also be found below within this announcement:
-- the background to the Proposal;
-- why the Board has decided to proceed with the Proposal,
subject to Shareholders' approval; and
-- why the Directors believe that the Proposal is in the best
interests of the Company and Shareholders as a whole and why the
Board recommends that Shareholders vote in favour of the Resolution
at the forthcoming Extraordinary General Meeting.
In addition, the Directors wish to highlight that the
Cancellation is being proposed because they consider it is a better
alternative to the current AIM listing and it should not be
misinterpreted as a sign of weakness in Fusionex's future trading
prospects, which, the management believes, are positive both in the
short and longer term.
Should Cancellation be approved by Shareholders at the
Extraordinary General Meeting, the Company intends to put in place
a matched bargain settlement facility which should facilitate
Shareholders buying and selling Shares on a matched bargain basis
following Cancellation. The Board is reviewing several matched
bargain settlement facilities and the Company intends to make an
announcement in respect of such a facility ahead of the date of
Cancellation.
Background to, and reasons for, the Proposal
The Directors believe that, for the 15 months preceding the date
of this document, the performance of the Company's share price has
been disappointing. The Directors believe that the development of
the business, in terms of general trading, strategic partnerships
and underlying operational infrastructure, the growth potential of
big data analytics, the Internet of Things and the strength of the
Company's management team have not been adequately reflected in the
value attributed by the public market to the Company's shares. The
current trading value attributed to the Shares has led the
Directors to question whether the current listing, is as attractive
as it was at the time of the Company's admission to AIM in December
2012 and whether it remains in the best interests of the Company.
The Directors believe the reasons for this under-valuation are
multiple and complex, but specifically include a lack of liquidity,
and in part, a lack of in-depth independent research into the
Company. It is not possible to attribute this to one single factor
however the Directors believe that the current political
uncertainty in Europe is unhelpful, which makes the public markets
in the United Kingdom less attractive for Fusionex than at the time
of the IPO. These are factors beyond the control of Fusionex and
its Board of Directors, which has led the Directors to decide on
this course of action.
In addition to the above, the Directors also believe that the
costs of remaining listed on AIM could be better spent within the
business. The cost involved with being a compliant Company from a
regulatory perspective and with maintaining the Company's admission
to trading are, in the Directors' opinion, disproportionate to the
current benefits to the Company.
The Directors therefore believe that the Cancellation will,
accordingly, reduce the Company's recurring administrative costs,
allowing the funds currently spent on such expenses to be better
spent in running and growing the business in a private
capacity.
After careful consideration of the matters laid out above, the
Directors have therefore concluded that the commercial
disadvantages of maintaining the admission to trading on AIM of the
Shares at this time in the Company's development outweigh the
potential benefits, and that it is therefore no longer in the
Company's or its Shareholders' best interests to maintain the
admission to trading on AIM of the Shares.
Cancellation of admission of ordinary shares to trading on
AIM
Cancellation
The AIM Rules require (i) the cancellation of admission to
trading on AIM to be approved by not less than 75%of Shareholders
given in general meeting, and (ii) a notice period to be given to
the London Stock Exchange of not less than 20 clear business days
from the date on which notice of the intended Cancellation is
notified via the Regulatory Information Service. Pursuant to Rule
41 of the AIM Rules, the Directors have notified the London Stock
Exchange of the date of the Cancellation.
Subject to the passing of the Resolution at the Extraordinary
General Meeting on 15 June 2017, Cancellation will occur no earlier
than five clear business days after the Extraordinary General
Meeting and it is therefore anticipated that trading in the Shares
on AIM will cease at 16:30 (BST) on 26 June 2017, with Cancellation
expected to take effect at 7.00 a.m. (BST) on 27 June 2017.
Trading in the Shares after Cancellation
Whilst the Directors believe that the Cancellation is in the
interests of the Company and the Shareholders as a whole, they
recognise that the Cancellation will make it more difficult for
Shareholders to buy and sell Shares should they wish to do so.
Following the Cancellation, although the Shares will remain
transferable subject to and in accordance with the Articles of
Association, the Shares will no longer be tradable on AIM.
Accordingly, the Board intends, following the Cancellation, to
put in place a matched bargain settlement facility (the "Proposed
Facility") which should facilitate Shareholders buying and selling
Shares on a matched bargain basis following Cancellation.
Shareholders or persons wishing to acquire or sell Shares will be
able to do so via the Proposed Facility. In the event that matched
bargain settlement facility provider is able to match that order
with an opposite sell or buy instruction, the matched bargain
settlement facility provider would contact both parties to effect
the order. The Board is reviewing several matched bargain
settlement facilities and the Company intends to make an
announcement in respect of such a facility ahead of the date of
Cancellation.
The Board's choice of matched bargain settlement facility
provider will determine whether the Company's existing CREST
facility will remain in place following Cancellation and therefore
whether Shareholders will be able to elect to hold their Shares in
dematerialised form. If the Company's CREST facility is ceased,
Shareholders who hold their Shares through CREST will be issued
share certificates in respect of their Shares. The Board will use
reasonable endeavours to enable Shareholders to continue to be able
to hold their Shares through CREST, but there can be no assurance
that a CREST facility will continue to be available following
Cancellation.
Following the implementation of the Proposed Facility, the Board
intends to monitor its popularity amongst Shareholders and will
review it at regular intervals to consider whether it remains cost
effective.
Effects of Cancellation on Shareholders
Market for the Shares
The principal effect of the proposed Cancellation is that there
would no longer be a formal market mechanism enabling Shareholders
to trade their Shares on AIM or any other recognised market or
trading exchange. The underlying liquidity in the Shares is low
and, in the opinion of the Directors, is likely to remain that way
for the foreseeable future. As described above, the Company intends
to, shortly following Cancellation, put in place the Proposed
Facility to serve as a limited platform for Shareholders and other
persons to seek to buy or sell Shares. However, the Proposed
Facility is likely to offer a substantially lesser degree of
liquidity and potentially less attractive share prices than are
currently available via the Company's quotation on AIM.
Taxation
Shareholders who are in any doubt about their tax position
should consult with their own independent professional adviser as
soon as possible.
Loss of shareholder protections
Shareholders should also be aware that the Company will no
longer be bound by the AIM Rules following Cancellation. As a
consequence, investors will not be able to benefit from certain of
the protections provided by the AIM Rules. For example, the Company
will no longer be required to announce material events, interim or
final results or transactions (including related party
transactions) and certain previously prescribed corporate
governance procedures may not be adhered to by the Company in the
future. Shareholders' approval will also not be required for
reverse takeovers and/or fundamental changes in the Company's
business. Following the Cancellation, the relationship agreement
entered into at the time of the Company's admission to AIM in
December 2012 and disclosed in the Company's admission document at
that time, will terminate. The Company will no longer be bound to
comply with the corporate governance requirements applicable to
UK-quoted companies and the Company would also no longer be
required to have a nominated adviser, nor be required to retain a
broker.
The Company will continue to be bound by applicable provisions
of Jersey law, which is in certain respects different from the laws
of other relevant jurisdictions with which Shareholders may be
familiar (including the United Kingdom), and its Articles of
Association following completion of the Cancellation. The Circular
does not contain a full summary of the applicable provisions of
Jersey law, its differences with the laws of other relevant
jurisdictions or of the provisions of the Articles of
Association.
The Directors intend to keep Shareholders informed of the
Company's progress from time to time and remain committed to high
standards of corporate governance. Accordingly, following
Cancellation, the Directors intend to:
-- hold an annual general meeting and, when required, other
general meetings, in accordance with applicable statutory
requirements and the Articles of Association;
-- make available to all Shareholders an annual report and the
Company's annual financial statements;
-- comply with all public filing requirements under the Act,
including the filing of the Company's accounts with the Jersey
Financial Services Commission within the applicable period;
-- maintain an 'investors' section on the Company's website at
www.fusionex-international.com providing information on any
significant events or developments in which Shareholders may be
interested. Shareholders should, however, be aware that there will
be no obligation on the Company to update this section of the
website as is presently required under the AIM Rules and other
currently applicable regulation; and
-- comply with corporate governance standards appropriate for a
company with the number of Shareholders it has.
Takeover Code
The City Code on Takeovers and Mergers (the "Takeover Code")
currently applies to the Company and as such the Shareholders
benefit from a number of protections contained in the Takeover
Code. Following Cancellation, the Company's Shares will no longer
be admitted to trading on a relevant public market and the
Company's place of central management and control will not be in
the United Kingdom, the Channel Islands or the Isle of Man.
Pursuant to paragraphs 3(a)(i) and (ii) to the Introduction to the
Takeover Code, the Company will accordingly no longer be subject to
the Takeover Code.
Shareholders should note that, if the Cancellation becomes
effective, they will not receive the protections afforded by the
Takeover Code in the event that there is a subsequent offer to
acquire their Shares.
Brief details of the Takeover Code and the protections given by
the Takeover Code are described below.
Before giving your consent to the Cancellation, you may want to
take independent professional advice from an appropriate financial,
legal or other professional adviser in relation to the effects of
the Cancellation on you as a Shareholder.
The Takeover Code
The Takeover Code is issued and administered by the Panel on
Takeovers and Mergers of the United Kingdom (the "Panel"). The
Company is presently a company to which the Takeover Code applies
and its Shareholders are accordingly entitled to the protections
afforded by the Takeover Code.
The Takeover Code and the Panel operate principally to ensure
that shareholders are treated fairly and are not denied an
opportunity to decide on the merits of a takeover and that
shareholders of the same class are afforded equivalent treatment by
an offeror. The Takeover Code also provides an orderly framework
within which takeovers are conducted. In addition, it is designed
to promote, in conjunction with other regulatory regimes, the
integrity of the financial markets.
The General Principles and Rules of the Takeover Code
The Takeover Code is based upon a number of general principles
(the "General Principles") which are essentially statements of
standards of commercial behaviour. The General Principles apply to
all transactions with which the Takeover Code is concerned. They
are expressed in broad general terms and the Takeover Code does not
define the precise extent of, or the limitations on, their
application. They are applied by the Panel in accordance with their
spirit to achieve their underlying purpose.
In addition to the General Principles, the Takeover Code
contains a series of rules (the "Rules"), of which some are
effectively expansions of the General Principles and examples of
their application and others are provisions governing specific
aspects of takeover procedure. Although most of the Rules are
expressed in more detailed language than the General Principles,
they are not framed in technical language and, like the General
Principles, are to be interpreted to achieve their underlying
purpose. Therefore, their spirit must be observed as well as their
letter. The Panel may derogate or grant a waiver to a person from
the application of a Rule in certain circumstances.
Giving up the protection of the Takeover Code
Shareholders will be giving up certain important protections
upon Cancellation. Your attention is drawn in particular to the
following protections under the Takeover Code:
(i) all holders of Shares must be afforded equivalent treatment
and, moreover, if a person acquires 30 per cent. or more of the
shares in the Company (other than in the context of a voluntary
offer to all Shareholders) such person would be required to make a
mandatory offer to all of the other Shareholders;
(ii) the holders of Shares must have sufficient time and
information to enable them to reach a properly informed decision on
any bid; where it advises the holders of Shares, the Board must
give its views on the effects of implementation of the bid on
employment, conditions of employment and the locations of the
Company's place of business;
(iii) the Board would be required to act in the interests of the
Company as a whole and must not deny any holders of Shares the
opportunity to decide on the merits of a bid for the Company;
and
(iv) if a bid for the Company were to be made, the Board would
be required to obtain competent independent advice as to whether
the financial terms of any offer (including any alternative offers)
are fair and reasonable and the substance of such advice must be
made known to Shareholders.
The Jersey framework for takeovers following Cancellation
Certain brief details of the Jersey legal framework for
takeovers, which following Cancellation
will continue to be applicable to the Company, alongside other
relevant provisions of the
Articles of Association, as appropriate, are described
below.
Acquisitions
A Jersey public limited company may be acquired in a number of
ways, including by means of a "scheme of arrangement" between the
company and its shareholders, by means of a takeover offer or by
means of a statutory merger.
Scheme of arrangement
A "scheme of arrangement" is a statutory procedure under the
Companies (Jersey) Law 1991 (as amended) (the "Act") pursuant to
which the Royal Court of Jersey may approve a compromise or
arrangement between a Jersey company and its shareholders or a
class of them. In a "scheme of arrangement," a company would make
an initial application to the Royal Court of Jersey to convene a
meeting or meetings of its shareholders at which a majority in
number of shareholders representing 3/4ths of the voting rights of
the shareholders present and voting either in person or by proxy at
the meeting must agree to the compromise or arrangement. If the
relevant proportion of shareholders so agree, the company will
return to the Royal Court of Jersey to request the court to
sanction the arrangement. Upon such a scheme of arrangement being
so sanctioned by the Royal Court of Jersey and becoming effective
in accordance with its terms and the Act, it will bind the company
and such shareholders.
Takeover offer
In addition to the compulsory purchase provisions contained in
the Articles of Association, Articles 116 to 124A of the Act set
out the provisions dealing with takeover offers of Jersey companies
and details certain "squeeze out" provisions. Under the Act, if,
following a takeover offer (which is defined as "an offer to
acquire all the shares, or all the shares of any class or classes,
in a company (other than shares which at the date of the offer are
already held by the offeror), being an offer on terms which are the
same in relation to all the shares to which the offer relates"), an
offeror has acquired or contracted to acquire not less than
nine-tenths in number of the shares of a no par value company to
which the offer relates, the offeror may give notice, in accordance
with the Act to the holders of those shares to which the offer
relates which the offeror has not acquired or contracted to
acquire, that it desires to acquire those shares.
Subject to the provisions of the Act, upon service of the notice
by the offeror, it shall become entitled and be bound to acquire
the shares. A minority shareholder also has a right, pursuant to
the Act, to be bought out by an offeror. Where a notice is given
under the Act to the holder of any shares, the Royal Court of
Jersey may, on an application made by the shareholder within 6
weeks from the date on which the notice was given, order that the
offeror shall not be entitled and bound to acquire the shares or
specify terms of acquisition different from those of the offer.
The Act permits a scheme of arrangement or takeover offer to be
made relating only to a particular class or classes of a company's
shares.
Mergers
The Act permits two or more companies (at least one of which
must be a company incorporated in Jersey) to merge to form one
successor company (which may be one of the merging companies or a
new company). In the case of a company incorporated in Jersey, any
such merger is subject to the approval of its board of directors,
and to approval by special resolution of the company (and, where
applicable, by special resolution if each class of shares where
there is more than one class of shares in issue), in addition to
certain other substantive and procedural requirements.
Further Information
Current trading and prospects
The Company released its Annual Report for the year ended 30
September 2016 on 16 March 2017. In the following months since the
financial year end 2016 and the issuance of the Annual Report, the
share price of the Company continues to disappoint, despite the
Company's strong performance. The Company remains committed to the
statements set out in the Annual Report and will be continuing the
strategies and prospects set out therein to push towards
strengthening the Company's future.
The Company is in a strong position in its areas of focus. Its
business prospects remain positive and the Company continues to
secure wins and contracts; with the Company's current customer base
and foothold poised to increase even further as a result of these
wins.
Future strategy of the Company
Following the completion of this exercise, the Board intends to
continue with the direction and strategies set out in its Annual
Report by capitalizing opportunities and continuing on its course
towards quality and innovative investments.
Irrevocable undertakings
The Company has received irrevocable undertakings to vote in
favour of the Resolution at the proposed Extraordinary General
Meeting from all of the Directors in respect of their respective
holdings of, in aggregate, 22,809,966 Shares, representing
approximately 41.93 per cent. of the total current issued ordinary
share capital of the Company.
The aforesaid irrevocable undertakings will lapse if the
Extraordinary General Meeting is not held or the Resolution is not
put to Shareholders or in the event that the Resolution is not
passed.
Recommendation
The Board considers the Resolution as set out in the Notice of
Extraordinary General Meeting to be in the best interests of the
Company and its Shareholders as a whole. Accordingly, the Directors
unanimously recommend Shareholders to vote in favour of the
Resolution. The Directors intend to vote their own beneficial
holdings in favour of the Resolution, which, in aggregate, amounts
to 22,809,966 Shares, representing approximately 41.93 per cent. of
the issued ordinary share capital of the Company as at the date of
this document.
-ENDS-
For further details:
Fusionex
Ivan Teh, Chief Executive Officer
Yuen Choong Lai, Chief Financial Officer
Darren Hopkins, Director of Investor
Relations & Corporate Development +603 77115200
Stifel
Fred Walsh, Neil Shah, Ben Maddison,
Rajpal Padam 020 7710 7600
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBLGDUBGDBGRL
(END) Dow Jones Newswires
May 26, 2017 12:30 ET (16:30 GMT)
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