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RNS Number : 4032R
Millwall Holdings PLC
03 November 2011
Millwall Holdings PLC (the "Company")
Announcement of Proposed Cancellation of Admission to trading on
AIM
Having undertaken a review of both the advantages and
disadvantages of maintaining admission of the Company's ordinary
shares ("Shares") to trading on AIM, the Directors have concluded
that a proposal to cancel the admission should be made to
shareholders in an extraordinary general meeting ("EGM"). In
reaching a decision to propose this to shareholders, the Directors
have taken the following factors into account:
-- in the Directors' opinion, the trading price of the Shares
does not reflect the true value of the Company and its
business;
-- given the overall market conditions for small listed
companies, the Directors are of the opinion that it is (and will
continue to be) difficult for the Company to attract meaningful
equity investment through its listing on AIM;
-- the AIM listing of the Shares does not, in itself, offer
investors the opportunity to trade in meaningful volumes or with
frequency within an active market. With little trading volume, the
Company's share price can move up or down significantly following
trades of small numbers of shares; and
-- the Directors estimate that annual direct and indirect costs
of the Shares' AIM listing are at least GBP100,000. This estimate
includes listing expenses and advisory, legal and audit fees but
excludes any costs associated with the considerable amount of
senior executive time which is also spent dealing with the issues
related to the AIM listing.
Following careful consideration, the Board believes that it is
in the best interests of the Company and shareholders to seek the
proposed AIM cancellation at the earliest opportunity. The AIM
cancellation is conditional, pursuant to Rule 41 of the AIM Rules,
upon the approval of not less than 75 per cent. of the votes cast
by shareholders (whether present in person or by proxy) at an EGM.
A circular and notice of EGM will therefore be published shortly,
to convene an EGM to be held on 1 December 2011.
The Directors consider the AIM cancellation to be in the best
interests of the Company and shareholders as a whole. Accordingly,
the Directors unanimously recommend that shareholders vote in
favour of the AIM cancellation as they intend to do (or to procure
that others do) in respect of their own direct or indirect legal or
beneficial interests representing, in aggregate, 77.87 per cent. of
the issued Shares.
The Company has separately notified the London Stock Exchange of
the proposed AIM cancellation (subject to the passing of the
resolution at the EGM). If shareholders approve the proposed
cancellation, it is anticipated that the last day of dealings in
the Shares will be 16 December 2011 and the effective date of the
AIM cancellation will be 19 December 2011.
Principal effects of the proposed AIM cancellation
The principal effects of the proposed AIM cancellation would
include (amongst others):
-- there would be no public stock market on which shareholders
can trade their Shares. While the Company would intend to put in
place a third party trading facility, there can be no assurance
that a shareholder would be able to purchase or sell any Shares
following the proposed AIM cancellation;
-- no price would be publicly quoted for the Shares;
-- although the Shares will remain transferable they will cease
to be transferable through CREST. Instead shareholders who hold
shares in uncertificated form prior to the proposed AIM
cancellation, will receive share certificates;
-- the Company will no longer be subject to the AIM Rules and,
accordingly, it will not be required to retain a nominated adviser
or to comply with the requirements of AIM in relation, amongst
other things, to annual accounts, half-yearly reports and the
disclosure of price-sensitive information.
-- Shareholders should note that following the proposed AIM
cancellation, the Company will remain subject to the Takeover Code
for a period of 10 years from the effective date of the proposed
cancellation. Accordingly, shareholders will continue to receive
the protections afforded by the Takeover Code in the event that an
offer is made to acquire their Shares.
Transactions in the Shares following the proposed AIM
cancellation
The Board is aware that the proposed AIM cancellation, should it
be approved by shareholders, would make it more difficult for
shareholders to buy and sell Shares should they wish to do so. The
Company would therefore put in place a third party trading facility
to assist shareholders to trade in the Shares. Under this third
party facility, shareholders or persons wishing to acquire or
dispose of Shares would be able to leave an indication with the
third party facility provider that they are prepared to buy or sell
at an agreed price. In the event that the third party facility
provider is able to match that order with an opposite sell or buy
instruction, it would contact both parties and then effect the
bargain. When such arrangements are set up by the Company, details
would be made available to Shareholders on the Company's website at
www.millwallholdingsplc.co.uk.
If shareholders wish to buy or sell Shares on AIM they must do
so prior to the proposed AIM cancellation becoming effective. As
noted above, in the event that shareholders approve the proposed
AIM cancellation, it is anticipated that the last day of dealings
in the Shares on AIM will be 16 December 2011 and that the
effective date of the AIM cancellation will be 19 December
2011.
Expected timetable of principal events
Publication of Circular, Notice of
EGM and Form of Proxy: 8 November 2011
EGM: 1 December 2011
Last day of dealings of Shares
on AIM and in CREST: 16 December 2011
Proposed cancellation of
admission to trading on AIM: 19 December 2011
For further information please contact:
Millwall Holdings plc Tel: +44 20 7232 1222
--------------------------- ----------------------
Andy Ambler
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Tom Simmons
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Singer Capital Markets Ltd Tel: +44 203 205 7500
--------------------------- ----------------------
Claes Spang
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Nick Donovan
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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