Cancellation of listing and notice of AGM
19 Juin 2009 - 8:00AM
UK Regulatory
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
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