Notice of General Meeting


 

TIDMISPT 
 
RNS Number : 5333U 
Inspectron Holdings PLC 
26 June 2009 
 
Inspectron Holdings plc 
 
 
26 June 2009 
 
 
 
 
Proposed Cancellation of Admission to Trading on AIM 
of the Ordinary Shares 
 
 
Notice of General Meeting 
 
 
Inspectron Holdings plc (the "Company") announces that its Board had resolved to 
seek Shareholders' approval for the cancellation of admission to trading on AIM 
of the ordinary shares of 1p each in the capital of the Company ("Ordinary 
Shares"). In addition, the Company is seeking Shareholders' approval to 
re-register the Company as a private company and to make certain amendments to 
its Memorandum of Association and its Articles of Association (together, the 
"Resolutions"). A circular is being sent to Shareholders today to provide the 
background to the De-Listing, to explain why the Directors unanimously consider 
the De-Listing to be in the best interests of the Company and its Shareholders 
as a whole and to seek Shareholder approval of the Resolutions at the General 
Meeting convened for this purpose at 10 a.m. on 3 August 2009. 
 
 
Background to the De-Listing 
After a successful restructuring which commenced in 2007, the Company has 
returned to profit in the financial year to 1 August 2008 and the Board is 
optimistic about the future prospects of Company. Ongoing projects, orders in 
hand and deals currently in negotiation lead us to expect a satisfactory outcome 
for the rest of this year. Anecdotal evidence from some of our peers suggests 
that business is being at best delayed, although, with our own focus on security 
printing applications, we continue to see attractive business opportunities. 
 
 
However, the Board believes that it will be more advantageous to the 
Shareholders to position Inspectron for partnerships, acquisitions and expansion 
activities (within the niche space we occupy in the security printing world) 
without the restrictions imposed by the Company's dealing facility on AIM and 
the associated required compliance with the AIM Rules. 
 
 
In particular, the Board believes that the Company's low valuation restricts the 
ability of the Company to use its equity as consideration for acquisitions, 
whilst the low liquidity of the Ordinary Shares and the current negative 
investor sentiment towards small cap stocks make it unlikely that the Company 
will be able to raise funds through the issue of new equity in the near future. 
These remove two of the main reasons why companies choose to seek/retain a stock 
market listing. 
 
 
The Board also believes that the low market capitalisation of the Company of 
just under GBP900,000 makes it difficult to justify the ongoing cost of 
maintaining the Company's listing, which is around GBP60,000 per annum. The 
Board believes that this money could be put to better use in continuing 
operations. 
 
 
Consequently, the Board has concluded that it is no longer in the best interests 
of the Company or its Shareholders to maintain admission to AIM of the Ordinary 
Shares. 
 
 
The De-Listing 
Following the De-Listing, there will be no market facility for dealing in the 
Ordinary Shares and no price will be publicly quoted for the Ordinary Shares. As 
such, holdings of Ordinary Shares are unlikely to be capable of sale and will be 
difficult to value. 
 
 
However, while there can be no guarantee of any Shareholders being able to 
purchase or sell any Ordinary Shares, the Directors intend to create and 
maintain a matched bargain settlement facility for at least one year after the 
date of the De-Listing. Shareholders who wish to sell their shares should write 
to the Company Secretary at Apex House, West End, Frome, Somerset BA11 3AS. 
 
 
Under the AIM rules, it is a requirement that any de-listing from AIM must be 
approved by not less than 75 per cent. of votes cast by its shareholders voting 
in a general meeting. Consequently, the Company has convened the General Meeting 
to approve the De-Listing and other resolutions. 
 
 
In accordance with Rule 41 of the AIM Rules for Companies, the Cancellation will 
only take effect five (5) clear business days after shareholder approval for the 
Cancellation has been obtained and once a dealing notice has been issued by 
the London Stock Exchange. Accordingly, it is currently anticipated that the 
Cancellation will take place with effect from 11 August 2009. 
 
 
The Resolutions are set out in detail in the notice of the General Meeting which 
is being sent to shareholders today, a copy of which is available on the 
Company's website: www.inspectron.com. 
 
 
Enquiries: 
 
 
Inspectron Holdings plc 
John Harvey 
Tel: 01373 457210 
 
 
Shore Capital 
Pascal Keane 
Tel: 020 7408 4090 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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