Imagelinx PLC Proposed cancellation of admission (4895Q)

TIDMILI

RNS Number : 4895Q

Imagelinx PLC

07 November 2012

IMAGELINX PLC ("Imagelinx" or the "Company")

Proposed cancellation of admission to trading on AIM and move to a new trading platform

Following careful consideration by the Board, the Directors have concluded that it is no longer in the best interests of the Company to maintain the current Admission of the Company to AIM and so have resolved to notify the London Stock Exchange pursuant to Rule 41 of the AIM Rules of their intention to cancel the Admission, subject to the passing of a Resolution at a General Meeting which will be convened for 23 November 2012 (the "Cancellation").

In reaching this conclusion, the Directors considered the following factors:

-- as over 70% of the Ordinary Shares are held by seven investors there is a lack of liquidity in trading volume of the Ordinary Shares and as a result the Directors do not consider AIM to provide a meaningful trading platform for investors;

-- the significant professional fees associated with the Admission (such as legal, accounting, broking and nominated advisory costs and the costs and fees of the London Stock Exchange);

-- the disproportionate length of time spent by senior management to ensure compliance with the AIM Rules and other related regulatory requirements including corporate governance, reporting and disclosure obligations; and

-- there are alternative established trading platforms in place which provide a forum for investors to trade shares on a matched bargain basis. The platform which the Directors have identified also includes an automated low cost share registration service.

As a result of the Cancellation, the Company would benefit from substantial costs savings. The Directors estimate that the cost saving which will be achieved from the Cancellation will total approximately GBP100,000 per annum.

After careful consideration, the Board believes it is in the best interests of the Company and Shareholders generally to seek the Cancellation at the earliest opportunity.

Process for Cancellation

In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the proposed Cancellation. The Cancellation is conditional upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by Form of Proxy) at a General Meeting. Accordingly, a Circular will be despatched shortly to Shareholders which will contain details of a General Meeting and the requisite resolution, seeking Shareholders' approval to the Cancellation. Subject to the Resolution approving the Cancellation being passed at the General Meeting, it is anticipated that trading in the Ordinary Shares on AIM will cease at close of business on 6 December 2012 with the Cancellation taking effect on 7 December 2012.

Transactions in the Ordinary Shares following Cancellation

Although the Ordinary Shares will not be listed on any publically quoted market, the Board intends to put in place a dealing arrangement with BritDAQ (which is a registered representative of Walker Crips Stockbrokers Limited, a firm authorised and regulated by the Financial Services Authority). The Company is in receipt of the proposed agreement with BritDAQ and intends to sign it within 14 days of the Cancellation. BritDAQ's share matching service will provide a platform through which Shareholders may trade the Ordinary Shares following the Cancellation. Once the trading and share registration facilities have been arranged, details will be sent to all Shareholders.

While the Company's CREST facility will be cancelled upon the Cancellation becoming effective, those Shareholders who hold Ordinary Shares in uncertificated form prior to Cancellation can either receive share certificates or alternatively shareholders can choose to hold their Ordinary Shares through the automated share registration service of BritDAQ. Shareholders should note that the Company will also remain subject to the provisions of the City Code on Takeovers and Mergers for a period of 10 years from the Cancellation.

Recommendation

The Directors consider the Cancellation to be in the best interests of the Shareholders and the Company as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as they intend to do so in respect of their own beneficial holdings, amounting in aggregate to 10,968,563 Ordinary Shares, representing in aggregate 3.8 per cent. of the Ordinary Shares in issue at the date of this document.

The result of the Resolution to be proposed at the General Meeting will be announced following the General Meeting on 23 November 2012.

Enquiries:

 
 Imagelinx 
  Richard Clothier, Chairman 
  Alistair Rae, Chief Executive          Tel: +44 7771 644 
                                         962 
                                         Tel: +44 7736 883934 
 finnCap 
  Edward Frisby / Rose Herbert 
  (corporate finance)                    Tel: +44 20 7220 
  Victoria Bates (corporate broking)     0500

This information is provided by RNS

The company news service from the London Stock Exchange

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