Proposed cancellation of admission


 

TIDMPNE 
 
RNS Number : 7196R 
Preston North End PLC 
26 August 2010 
 

                              Preston North End plc 
                     ("Preston North End" or the "Company") 
 
   Proposed cancellation of admission to trading on AIM, re-registration as a 
              private limited company and notice of general meeting 
 
As announced on 25 August 2010, following the offer made by Deepdale PNE 
Holdings Limited for the ordinary shares of GBP1 each in the Company ("Ordinary 
Shares") not already held by it, Deepdale has received valid acceptances of the 
offer which, together with the Ordinary Shares it already holds, represents in 
excess of 90% of the existing issued share capital of the Company. 
 
Deepdale has communicated to the Company a desire for it to have the admission 
to trading of the Ordinary Shares on AIM ("Admission") cancelled.  Following 
careful consideration, the Directors have concluded that it is no longer in the 
best interests of the Company or its shareholders to maintain the Admission. In 
particular, the Directors believe that the Company's continued Admission would: 
 
·    result in significant direct costs to the Company; 
·    result in a disproportionate amount of management time being spent in 
meeting the AIM Rules requirements and related regulatory requirements including 
reporting, disclosure and corporate governance; and 
·    no longer provide a realistic method of access to capital for the Company. 
 
With the above factors in mind, the Board has decided to propose cancelling 
Admission (the "Cancellation") to focus on reducing the ongoing trading losses 
of the Company and to securing the financial future of Preston North End.  The 
Directors are also proposing that the Company be re-registered as a private 
limited company (the "Re-registration") 
 
The Directors are, therefore, seeking shareholder approval at a general meeting 
to take place at the Great Room, Sir Tom Finney Stand, Deepdale Stadium, Sir Tom 
Finney Way, Deepdale, Preston, Lancashire PR1 6RU on 21 September 2010 at 9.00am 
(the "General Meeting") for, among other things, the Cancellation and the 
Re-registration. 
 
In accordance with Rule 41 of the AIM Rules, the Company has notified London 
Stock Exchange plc of the proposed Cancellation which is conditional upon the 
consent of not less than 75 per cent. of votes cast by the Company's 
shareholders in general meeting. 
 
Subject to the relevant resolution being passed at the General Meeting, it is 
anticipated that trading in the Ordinary Shares on AIM will cease at close of 
business on 27 September 2010 with Cancellation taking effect at 7.00 am on 28 
September 2010. 
 
Upon Cancellation becoming effective, WH Ireland will cease to be nominated 
adviser and broker to the Company and the Company will no longer be required to 
comply with the AIM Rules. Shareholders should note, however, that the Company 
will remain subject to the provisions of the City Code on Takeovers and Mergers 
for a period of 10 years from Cancellation. 
 
The principal effects of the Cancellation would be that: 
 
·    there would no longer be a formal market mechanism enabling shareholders to 
trade their shares on AIM or any other market or trading exchange; 
·    the Company would not be bound to announce material events, administrative 
changes or material transactions nor to announce interim or final results; 
·    the Company would no longer be required to comply with any of the 
additional specific corporate governance requirements for Company's admitted to 
trading on AIM; and 
·    the Company would no longer be subject to the AIM Rules and  shareholders 
will no longer be required to vote on certain matters as provided in the AIM 
Rules. 
 
The Preston North End board will however continue to: 
 
·    post information relating to the Company on its website at 
www.pnefc.net/page/companydetails; 
·    hold general meetings in accordance with the applicable statutory 
requirements and the Company's articles of association; and 
·    send shareholders copies of the Company's audited accounts in accordance 
with the applicable statutory requirements. 
 
The Company has today sent a circular (the "Circular") containing a notice of 
the General Meeting (the "Notice") to its shareholders proposing resolutions in 
relation to: 
 
·    the Cancellation 
·    the Re-registration 
·    a capital reorganisation; and 
·    some consequential amendments to the Company's articles of association. 
 
A copy of the Circular containing the Notice will be available on the Company's 
website at www.pnefc.net/page/companydetails from the date of this announcement. 
 
 
For further information please contact: 
 
+------------------------------+------------------------------+ 
| Kevin Abbott, Preston North  | Tel: 0844 856 1964           | 
| End plc                      |                              | 
+------------------------------+------------------------------+ 
| Katy Mitchell, WH Ireland    | Tel: 0161 832 2174           | 
| Limited                      |                              | 
+------------------------------+------------------------------+ 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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Preston Nth.End (LSE:PNE)
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