Cancellation of listing and notice of AGM


 

TIDMOPS 
 
RNS Number : 1613U 
Optimisa PLC 
19 June 2009 
 

19 June 2009 
Embargoed for release at 7.00 a.m. 
 
 
Optimisa plc 
("Optimisa" or the "Company") 
 
 
 
 
PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM, NOTICE OF ANNUAL GENERAL 
MEETING AND PUBLICATION OF ANNUAL REPORT 
 
 
The board of Optimisa ("Board" or the "Directors") announces that it has today 
posted the annual report and accounts of the Company for the year ended 31 
December 2008, a letter to shareholders containing details of proposals to 
cancel the admission of the Company's ordinary shares of 25 pence each 
("Ordinary Shares") to trading on the AIM market of the London Stock 
Exchange("AIM") ("Cancellation") and a notice of annual general meeting of the 
Company ("Notice of AGM") to holders of Ordinary Shares ("Shareholders"). 
 
 
In order for Cancellation to become effective Shareholders must approve a 
special resolution which requires a majority of not less than 75% of the votes 
cast ("Cancellation Resolution"), which is proposed as resolution 7 in the 
Notice of AGM. The annual general meeting of the Company will take place at the 
offices of the Company at 209-215 Blackfriars Road, London SE1 8NL at 3.00pm on 
Friday 17 July 2009. If the Cancellation Resolution is passed by the requisite 
majority, it is expected that Cancellation will become effective from 7.00 am on 
Monday 27 July 2009. 
 
 
Shareholders will be able to carry out dealings in the Ordinary Shares on AIM up 
to close of business on Friday 24 July 2009. 
 
 
Background to and reasons for Cancellation 
The Directors have been considering for some time the merits or otherwise of the 
Ordinary Shares continuing to be admitted to trading on AIM. The following 
factors were taken into account during their review: 
  *  Optimisa, like many other small listed companies, suffers from a lack of 
  liquidity for its Ordinary Shares and, in practical terms, a small free float 
  and market capitalisation, which reduces trading demand. This low liquidity is 
  coupled with high costs and administrative burden associated with admission of 
  the Ordinary Shares to trading on AIM ("Admission") (equating to over GBP100,000 
  per annum); 
  *  in the 2008 annual report the Board has highlighted the measures taken by the 
  Group to restructure operations in order to meet bank covenants and return the 
  Group to profitability and cash generation in the second half of 2009. The 
  interest rates currently offered to the Group under its existing bank 
  arrangements are below prevailing market rates. The Board believes it is in the 
  best interests of Shareholders to ensure that these existing bank facilities 
  continue to be available to the Group at the current rates and therefore are 
  engaged in making efforts to ensure the Group stays within its banking 
  covenants. Cost savings of over GBP100,000 resulting from Cancellation would 
  enhance the Group's ability to meet its existing bank covenants going forward. 
  But for the measures described in the 2008 annual report, the Company would have 
  had to renegotiate its bank covenants or get a waiver for the covenant test due 
  on 30 June 2009. Barclays Bank plc, the Group's bankers, remain supportive but 
  have indicated that any re-negotiation of the Group's banking covenants would 
  result in higher charges in terms of fees and higher interest rates; and 
  *  in the opinion of the Directors, the most likely exit route for Shareholders 
  will be via a trade sale in a number of years time, linked to a recovery in the 
  general economy and marketing budgets for the Group's customers. The Directors 
  believe that the proceeds from a potential trade sale would be negatively 
  impacted by there being a reference to an underperforming share price. 
 
Following careful consideration, the Board has concluded that it is no longer in 
the best interests of the Company or its Shareholders for the Company to 
maintain the Admission. 
 
 
Future transfers of Ordinary Shares 
The Board is aware that the implementation of Cancellation will restrict the 
ability of Shareholders to realise their shareholdings, if they so wished, in 
the future. Upon the Cancellation becoming effective, there will be no market 
facility for dealing in the Ordinary Shares and no price will be publicly 
quoted. 
 
 
The Directors are aware that Shareholders may still wish to acquire or dispose 
of Ordinary Shares and the Board has investigated various ways in which 
Shareholders might be given the opportunity to deal in Ordinary Shares following 
Cancellation. Further details of this will be made available by the Company on 
the Company's website at www.optimisaplc.com or directly by letter or e-mail 
where appropriate. 
 
 
The Board intends that the Ordinary Shares should remain in CREST following 
Cancellation. However, the Board may decide to remove the Ordinary Shares from 
CREST if the number of Shareholders holding Ordinary Shares through CREST 
becomes so low that it is no longer in the interests of the Company to pay the 
annual costs of a registrar or, if otherwise, the Ordinary Shares were to cease 
to qualify for holding in CREST. 
 
 
Important considerations for Shareholders in connection with the proposed 
Cancellation 
In order to keep Shareholders informed, the Company will continue to post 
information about the Group's business on its website (www.optimisaplc.com) and 
will continue to hold general meetings in accordance with the applicable 
statutory requirements and the Company's articles of association. 
 
 
Shareholders should note that following Cancellation the Company will remain 
subject to the provisions of The City Code on Takeovers and Mergers, on the 
basis set out in those provisions. 
 
 
Recommendation 
The Directors strongly believe that, for the reasons referred to above, the 
Company should seek Cancellation and that Cancellation is in the best interests 
of the Company and Shareholders as a whole. Accordingly, the Board unanimously 
recommends that Shareholders vote in favour of the Cancellation Resolution, as 
they have irrevocably undertaken to do or procure to be done in respect of their 
beneficial holdings of Ordinary Shares amounting to, in aggregate, 3,195,154 
Ordinary Shares, representing approximately 35.86 per cent. of the current 
issued share capital of the Company. 
 
 
Reports and accounts 
Copies of the report and accounts will be available for a period of one month 
from the date of the announcement, free of charge, from the Company's offices at 
2nd Floor, 209-215 Blackfriars Road, London, SE1 8NL and will also be available 
from Optimisa's website in accordance with Rule 26 of the AIM Rules for 
Companies. 
 
 
Enquiries: 
 
 
Optimisa plc                                         +44 (0) 20 7960 3320 
Ron Littleboy, Executive Chairman 
 
 
Noble & Company Limited                   +44 (0) 20 7763 2200 
Brian Stockbridge 
Alastair Maclachlan 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCSFIFUASUSEFM
Optimisa (LSE:OPS)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024