Update re suspension of trading (6762A)
04 Février 2011 - 8:00AM
UK Regulatory
TIDMROM
RNS Number : 6762A
Romag Holdings PLC
04 February 2011
Romag Holdings PLC
("Romag" or the "Company")
Update re: Suspension of Trading,
Revised Governance Arrangements, Banking
and Current Trading
Background
On 31 January 2011, the Board of Directors of Romag were
informed by John Kennair, Chairman of the Company, that, during the
second half of the year ended 30 September 2010, he paid GBP3.97
million into the Company's operating subsidiary, Romag Limited, to
avoid a write down of outstanding trade receivables, which at the
time he believed was in the best interests of the Company.
Unfortunately these payments were made without being disclosed to
the Board. John Kennair has informed the Board that he has no
connection with these trade parties and that no debt or other
obligation is outstanding to him from the Company or its
subsidiary.
Suspension of trading
Following this disclosure on Monday 31 January 2011, the Board
informed their nominated advisor, who on their behalf requested the
immediate suspension of trading in the Company's shares.
Independent review
The Company's non-executive directors are now in the process of
commissioning a full investigation into the transactions undertaken
along with an independent review of the Company's accounts, which
will include the Company's corporate governance procedures and any
non compliance with relevant rules and regulations. This
investigation will be undertaken by a major accountancy firm.
Future corporate governance arrangements
John Kennair has stepped down as Chairman with immediate effect
but, with the full backing of the Board, remains Chief Executive
responsible for the day to day running of the Company and a main
board director.
Non-executive director, David Gray, a chartered accountant with
considerable listed company experience, has been appointed as
Chairman of the Company and will be supported by the senior
independent non-executive director, Peter Allan, who also becomes
Deputy Chairman.
The Board will now commence the recruitment of a Group Chief
Executive, a main board appointment, and John Kennair has agreed to
remain with the Company in an operational capacity to ensure a
smooth handover.
The Board is confident that David Banks, Finance Director, was
unaware of the transactions now to be investigated and has full
confidence in his actions. It is the Board's intention to further
strengthen the reporting function of the Company with the
appointment of a new financial controller.
The Board also intends to appoint a further independent
non-executive director to strengthen the Company's corporate
governance, systems and controls.
Banking arrangements
On 28 January 2011, the Company announced that it was in
negotiations with its lender, Lloyds Banking Group ("LBG") to
provide amended banking facilities and had received a conditional
offer of new debt facilities from LBG. This conditional offer is
the subject of ongoing negotiation between the Company and LBG who
remain actively engaged in an open and constructive dialogue with
the Company.
Current trading
Romag is a specialist manufacturer of transparent composites to
the security, renewable energy, architectural and specialist
transport markets. The Company is currently experiencing
significant demand for its products, particularly in the high
growth area of solar panels, supported as they are by the UK's
highly beneficial renewable energy feed-in-tariff ("FiT") regime.
Romag's market positioning is resulting in high levels of customer
enquiries and a significant forward order book.
Further announcements
The Board will make a further announcement as soon as
possible.
Enquiries:
Romag Holdings PLC Tel: +44 (0) 1207
David Gray, Chairman 500 000
Peter Allan, Deputy Chairman
David Banks, Finance Director
Altium Tel: +44 (0) 845
Adrian Reed, Andrew Clarke, Corporate Finance 505 4343
David Cunningham, Alternative Energy & Cleantech Tel: +44 (0) 207
Analyst 484 4160
Kreab Gavin Anderson Tel: +44 (0) 20
Ken Cronin 7074 1800
Michael Turner
Natalie Biasin
This information is provided by RNS
The company news service from the London Stock Exchange
END
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