QML Qmulus

 

TIDMQML 
 
RNS Number : 8290N 
Qmulus N.V.. 
18 June 2010 
 

 
 
                                  Qmulus N.V. 
                          ("Qmulus" or the "Company") 
 
 Proposed cancellation of admission of the Company's ordinary shares to trading 
                            on AIM and notice of EGM 
 
Qmulus N.V. today announces that it is proposing to cancel the admission of its 
ordinary shares ("Ordinary Shares") to trading on AIM (the "Delisting"). 
Accordingly, the Company will today be posting a circular (the "Circular") 
convening an Extraordinary General Meeting of Shareholders and Depositary 
Interest Holders (the "EGM"). 
 
Background to the proposed Delisting 
 
The Board of Qmulus has been approached by Weswa B.V. ("Weswa"), the Company's 
majority shareholder, with a request to convene an Extraordinary General Meeting 
to propose and consider a resolution to cancel the admission of the Company's 
ordinary shares to trading on AIM. Weswa has indicated that it believes that the 
interests of all Shareholders would be best served by the proposed Delisting. 
Under the Company's Articles of Association, the Board is required to comply 
with this request and is accordingly today writing to Shareholders and 
Depositary Interest Holders to convene an EGM for this purpose. 
 
The AIM Rules require that the Delisting be conditional upon the consent of not 
less than 75 per cent. of the votes cast by its shareholders given in a general 
meeting. In view of Weswa's interests, representing approximately 80.77 per 
cent. of the Company's issued share capital and its stated intention to vote in 
favour of the proposed Delisting, the  Board expects the relevant resolution to 
be passed. 
Reasons for the proposed Delisting 
In its request to the Board that an EGM be convened to consider the proposed 
Delisting, Weswa identified the reasons set out below as to why it believes that 
it is in the interest of Shareholders and Depositary Interest Holders to delist 
the Company from AIM. 
In Weswa's opinion, the Company's share price on AIM significantly undervalues 
the business of the Company. Weswa believes that it is unlikely that the Company 
would be able to raise capital in the equity markets in the current environment. 
In addition, there is low liquidity and a small free float in the Company's 
shares and Weswa sees little prospect of this changing in the foreseeable 
future. 
Weswa believes that the costs of being admitted to trading on AIM outweigh any 
benefits that accrue to the Company or its Shareholders and that the Company 
should therefore delist to avoid bearing those costs. 
The Board has considered this request and believes that the Delisting would 
create the following benefits to the Company and all its Shareholders: 
 
-     It will allow the management team to increase its focus on the business 
with a reduction in the regulatory, reporting and filing requirements; 
-     It will decrease the high administrative costs, management time and 
regulatory compliance  associated with maintaining an AIM listing; 
-     It will reduce the risk that sensitive information of potential value to 
the Company's competitors will have to be disclosed in accordance with the AIM 
Rules. 
 
Weswa has indicated to the Board that it is committed to continue to support the 
Company and believes more value can be created by operating as a private 
Company. 
Recommendation and risks associated with the Delisting 
 
Given the likelihood that the resolution to approve the Delisting will be passed 
and the Delisting will proceed, the Board makes no further recommendation as to 
the merits of the Delisting. However, the Board wishes to highlight to 
Shareholders and Depositary Interest Holders that there are certain risks 
associated with retaining an interest in the Ordinary Shares or Depositary 
Interests in circumstances where the Company no longer retains its quoted 
company status. Details of these risks are set out in the Circular posted to 
Shareholders which can also be viewed on the Company's website at www.qmulus.nl. 
 
Transactions in the Company's shares and depositary interests following 
Delisting 
 
Following the Delisting, there will be no market facility for dealing in the 
Ordinary Shares or Depositary Interests and no price will be publicly quoted for 
the Depositary Interests or Ordinary Shares. As such, interests in Ordinary 
Shares or Depositary Interests are unlikely to be readily capable of sale and 
where a buyer is identified, it will be difficult to place a fair value on any 
such sale. 
 
While there can be no guarantee that Shareholders or Depositary Interest Holders 
will be able to sell any Ordinary Shares or Depositary Interests, any 
Shareholder or Depositary Interest Holder seeking to do so following the 
Delisting becoming effective should contact the Company Secretary in writing at 
Postbus 800, 2501 CV The Hague, the Netherlands. The Company Secretary will then 
be able to advise as to whether the Board is aware of any prospective buyers for 
any Ordinary Shares or Depositary Interests which the holder thereof wishes to 
sell at that time. 
 
It is the current intention that following the Delisting, the Company will 
continue to maintain the Depositary Interests, such that any transactions in the 
Depositary Interests that are effected can be settled through CREST. However, 
there can be no certainty as to the length of time this facility will be 
available for. 
 
Current trading 
The Board's view of the trading status of the Company remains the same as set 
out in the announcement of 26 March 2010 when the Company's full year results 
for the year 2009 ended 31 December 2009 were released. The Board refers to 
their Outlook statement as set out in its 2009 annual accounts, which are: 
 
-     The Company has shown resilience in 2009, generating a solid profit base 
in a difficult market. The strong database and web portals place the Company in 
a good position for further growth. We continue to focus on a lean and mean 
organisation, with experienced professionals and young ambitious starters. 
-     In all business lines we maintain focus on cost efficiency and further 
synergies, together with attention for our customers. With our entrepreneurial 
attitude, we are confident that new opportunities will arise. 
-     The Company has a robust financial position to finance its activities and 
potential investments. To further leverage our (equity) investments steps are 
taken to set up a real estate fund. 
Delisting 
 
In accordance with AIM Rule 41, the Company hereby notifies Shareholders and 
Depositary Interests Holders that, subject to shareholder approval at the EGM to 
be held on 16 July 2010, it is expected that the Company's admission to 
trading on AIM will be cancelled from 7.00 a.m. (British Summer Time) on 26 July 
2010. 
Extraordinary General Meeting 
 
An Extraordinary General Meeting is being convened at the offices of the Company 
at Nieuwe Duinweg 24 The Hague, The Netherlands at 11.00 a.m. (CET) on 16 July 
2010. 
 
At this EGM, a resolution will be proposed to approve the cancellation of the 
admission of the Company's ordinary shares to trading on AIM. In addition, 
resolutions will be proposed to change the Articles and accept the respective 
resignations of the Company's directors and the proposed re-appointments of Mr 
Westerhuis and Mrs Swaans upon the Delisting becoming effective. The Delisting 
is conditional upon the consent of not less than 75 per cent. of the votes cast 
by Shareholders as required by Rule 41 of the AIM rules. 
Circular 
 
A circular will today be posted to Shareholders which contains the Notice of 
Extraordinary General Meeting. 
 
A copy of the Circular will shortly be available on the Company's website at 
www.qmulus.nl and will otherwise be available at the Company's offices at Nieuwe 
Duinweg 24, 2587AD The Hague, The Netherlands. 
 
Unless otherwise defined, capitalised terms in this announcement have the same 
meaning as in the Circular. 
For more information, please contact: 
 
Qmulus:  Irma de Jong 
Tel.: +31 70 711 5691 
 
 E-mail: i.dejong@qmulus.nl 
Website: www.qmulus.nl 
 
Collins Stewart (Nomad) 
Stewart Wallace 
Tel: +44 20 7523 8350 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 NOELLFEERTIDLII 
 

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