TIDMSCO
RNS Number : 5349Z
Scotty Group SE
08 March 2013
8 March 2013
SCOTTY Group SE
("SCOTTY" or the "Company")
Listing on the Third Market of the Vienna Stock Exchange
Proposed conversion of Placing Shares
Proposed cancellation of admission to trading on AIM
Trading update
SCOTTY announces that, with effect from 09:00 CET (08:00 GMT)
today, the Ordinary Shares in the Company will commence trading on
the Third Market of the Vienna Stock Exchange ("Third Market").
The Company also announces that, on 12 March 2013, it proposes
to publish a notice to Shareholders in the Wiener Zeitung of an
extraordinary general meeting to be held on 3 April 2013 at 10:00
CET (09:00 GMT) at the offices of Sauerzopf & Partner,
Boersegasse 9/3, A1010-Vienna, Austria ("EGM").
The purpose of the EGM is to seek Shareholders' approval for the
Resolutions as follows:
1. to convert the Placing Shares into the same form as the Ordinary Shares; and
2. to cancel the admission of the Shares to trading on AIM.
An English translation of the Notice will be published on the
Company's website at www.scottygroup.com on 12 March 2013. For the
avoidance of doubt, this announcement does not comprise a formal
notice of such meeting.
Details of the Resolutions to be proposed at the EGM, the
background to and reasons for the Resolutions together with details
of action to be taken by Shareholders and a recommendation from the
Board are all set out below. Forms of proxy and forms of
instruction for use at the EGM will be made available on the
Company's website on 12 March 2013.
A trading update is also included below.
A table of defined terms used is set out at the end of this
announcement.
Proposed Conversion of the Placing Shares into the same form as
the Ordinary Shares
When the registered office of the Company was transferred from
the United Kingdom to Austria in April 2012, new arrangements were
put in place in order to comply with Austrian law and to enable the
electronic settlement of the Company's Ordinary Shares through
CREST. These new arrangements, an extract from which is set out
below, were included in the appendix to the Schedule 1 Announcement
published on 30 March 2012 and are available on the Company's
website at www.scottygroup.com.
"Under the new arrangements, all of the Company's shares [were]
reissued as CDIs. In order for Euroclear (as operator of the CREST
system) to credit CDIs to CREST participants - either directly to
Shareholders or to Capita IRG Trustees Limited, as nominee provider
- it is necessary for their depository to "hold" the underlying
shares. This is achieved through a chain of intermediaries whereby
CREST International Nominees has an account with SIX-SIS
Switzerland, which in turn has a securities account with OeKB in
respect of the underlying shares. OeKB [holds] the global
certificate in respect of the underlying shares and contractual
arrangements [are] in place with Euroclear, SIX-SIS and OeKB in
respect of these arrangements to cover the chain of ownership."
In accordance with this procedure, upon readmission to AIM on 11
May 2012, the Company's share capital of 969,640 shares (defined in
this announcement as the Ordinary Shares) took the form of a global
bearer share certificate held by OeKB (as custodian for the
Shareholders) and CDIs, representing the share capital in the
Company, were issued to Shareholders.
On 27 September 2012, the Company announced that it had issued
the Placing Shares to a limited number of participants pursuant to
the Placing.
At the time of the Placing, it was understood by the Board that
the Placing Shares would be issued in the same form as the Ordinary
Shares as described above, i.e. added to the global bearer share
certificate, and CDIs would be created representing the Placing
Shares. However, the Board was later made aware that the Placing
Shares had been issued as "registered" shares as a result of which
they could not be added to the global bearer share certificate nor
allocated the same ISIN number as the Ordinary Shares.
The implications of the Placing Shares being issued in this way
are that:
- CDIs have not been created in respect of the Placing Shares;
- the Placing Shares are not yet capable of being traded; and
- the Placing Shares (in their current form) cannot be listed on the Third Market (see below).
However, the Placing Shares are registered and therefore
entitled to vote.
In order to rectify these issues, the Placing Shares must be
converted into the same form as the Ordinary Shares (i.e. into
"bearer" shares). Under Austrian law, this conversion shall be
effected if approved by Shareholders in a general meeting by a
majority of not less than 75 per cent. of the share capital
represented in the EGM in person or by proxy. The Board will
therefore be seeking Shareholders' approval for the conversion. If
such approval is obtained, application will then be made to OeKB
for the shares to be registered as bearer shares as soon as
practicable.
Listing on the Third Market of the Vienna Stock Exchange and
proposed Delisting from AIM
In April 2012, SCOTTY transferred its domicile from the UK to
Austria in order to align the Company's domicile more closely with
the Company's centre of operations and achieve cost savings.
Accordingly, the Company's registered office was transferred to
Eisenstadt, Austria.
Following the change of domicile, the Board conducted a review
of its strategy for listing its shares, considering the advantages
and disadvantages of the existing AIM quote and a possible listing
in Austria.
The Board believes that a listing on the Third Market will be
beneficial to the Company and anticipates that this will improve
liquidity in the Company's shares and assist the Company in raising
further equity finance.
Pending approval by Shareholders of conversion of the Placing
Shares into the same form as the Ordinary Shares, the Company
applied for and received permission for admission to trading of the
Ordinary Shares on the Third Market and today is the first day of
trading as announced above. The Ordinary Shares will trade on the
Third Market under the ticker "SGS".
Application for the Placing Shares to be listed on the Third
Market will also be made once they have been converted into the
same form as the Ordinary Shares if the conversion is approved at
the forthcoming EGM.
The Board has also considered the advantages and disadvantages
of the Company's existing AIM quotation and has concluded that it
is in the best interests of the Company and Shareholders for
admission to trading on AIM to be cancelled. In reaching this
conclusion, the Directors have taken into account the following
factors:
-- The principal reason for SCOTTY's listing on AIM was to
provide the Company with access to capital in order to fund its
strategy and to use its shares for acquisitions. The Directors
consider that it is and will be difficult for the Company to
attract meaningful equity investment through its quotation on
AIM.
-- The quotation of SCOTTY's Shares on AIM has not, in practice,
provided investors with anticipated levels of liquidity or
marketability for their shares. As a result, the share price has
been volatile from time to time.
-- There are significant costs associated with a quotation on
AIM and the Board is keen to reduce costs where possible and focus
resources on the business.
-- Admission to trading on the Third Market aligns the listing
of the Company's shares with its centre of operations and domicile
in Austria.
-- The Directors do not consider it appropriate for a company of
SCOTTY's size to be listed on more than one exchange in the
long-term.
Pursuant to AIM Rule 41, (i) Delisting can only be effected by
the Company after securing a resolution of Shareholders in a
general meeting passed by a majority of not less than 75 per cent.
of the votes cast by Shareholders (in person or by proxy); (ii)
Delisting can only take place after the expiration of a period of
twenty Business Days from the date on which notice of the Delisting
is given; and (iii) a period of at least five Business Days
following Shareholders' approval of the Delisting is required
before the Delisting may be put into effect.
The Company has notified the London Stock Exchange of the
proposed Delisting. In the event that Shareholders approve the
Delisting, it is anticipated that the last day of dealings in the
Shares on AIM will be Wednesday 10 April 2013, the Business Day
before Delisting becomes effective.
Effect of Delisting
Under the timetable described above, the Ordinary Shares will
for a time be listed on AIM and the Third Market. There will
therefore be no break in Shareholders' ability to trade their
shares. After Delisting has taken place, Shareholders will no
longer be able to trade their shares on AIM but will be able do so
on the Third Market, as explained below.
The Third Market
The Third Market is a multilateral trading facility (MTF)
operated by the Vienna Stock Exchange. Trading takes place through
XETRA (Exchange Electronic Trading), a pan-European electronic and
automated trading system of Deutsche Börse AG for trading in
equities, bonds and structured products pursuant to the Trading
Rules for XETRA.
On the Third Market, orders can only be placed by a member of
the Vienna Stock Exchange. Therefore, Shareholders will be able to
trade their shares on the Third Market by either directly placing
an order via a member of the Vienna Stock Exchange or by
instructing their bank, broker or other financial adviser to place
the order via a member of the Vienna Stock Exchange.
A full list of members of the Vienna Stock Exchange together
with contact details are provided at the following websites:
http://en.wienerborse.at/members/memberlist (English)
http://www.wienerborse.at/members/memberlist (German)
Trading on the Third Market
In order to have their shares traded on the Third Market,
holders of CDIs will have to transfer the CDIs out of the CREST
system and into a custody account eligible for settlement in the
Austrian system administered by OeKB, at which point the securities
will then no longer be denominated as CDIs but will be denominated
as bearer shares Such transfer will be arranged by the CDI-holder's
depositary bank, broker or similar financial agent directly. If and
as long as a CDI-holder decides not to transfer the CDIs to a
custody account as described above, the shares will not be tradable
on the Third Market and will remain in his/her custody account,
denominated as CDIs within the CREST system.
Shareholders who previously held their Shares in certificated
form and who elected to participate in the Company's CSN Scheme
administered by Capita IRG Trustees Limited ("Capita") will be able
to trade their shares on the Third Market by contacting a broker of
their choice, or Capita Share Dealing Services, whose contact
details are set out below:
Telephone
UK: 0871 664 0364 (calls cost up to 10p per minute plus network extras)
Ireland: lo-call 1 890 946 375
Overseas: +44 (0) 203 367 2686
Lines are open Monday to Friday, 09:00-17:30 CET (08:00-16:30
GMT)
Email: info@capitadeal.com
Post: Capita Share Dealing Services, PO Box 276, Beckenham, Kent BR3 4UL, UK
Shareholders who previously held their Shares in certificated
form but who have not yet elected to participate in the CSN Scheme
will continue to have their shares held in CDI form in a bare
trust, administered by Capita. These Shareholders will not be able
to exercise their voting rights or trade their shares until they
(a) elect to participate in the CSN Scheme, or (b) issue a valid
instruction to transfer the CDIs to another CREST account.
Shareholders who are not yet participants in the CSN Scheme may
apply to Capita to participate in the CSN Scheme by completing a
form of acknowledgement ("FOA") and returning it to Capita. This
may be done before or after Delisting. FOAs were sent to
Shareholders with the circular dated 18 April 2012 and Shareholders
who had not responded were sent a further copy of the FOA at the
time of the notice of the annual general meeting dated 28 August
2012. If you still require a FOA, please contact Capita, whose
contact details are as follows:
Telephone
UK: 0871 664 0335 (calls cost up to 10p per minute plus network extras)
Overseas: +44 (0) 208 639 3135
Lines are open Monday to Friday, 10:00-18:30 CET (09:00-17:30
GMT)
Email: custodymgt@capitaregistrars.com
The Board has concluded that it is in the best interests of
Shareholders as a whole that Delisting be approved and will be
seeking Shareholders' approval for Delisting at the forthcoming
EGM.
Recommendation
The Directors unanimously recommend that Shareholders vote in
favour of the Resolutions, as they intend to vote in respect of
their own current beneficial holdings of, in aggregate, 660,487 of
the Company's Shares, representing 45.4 per cent. of the current
issued ordinary share capital of the Company.
Action to be taken:
Shareholders who hold their shares directly in CREST
If you wish to be represented at the EGM, please complete the
Form of Proxy which will be published on the Company's website on
12 March 2013. The completed Form of Proxy is either to be
presented at the EGM or returned to the Company in accordance with
the instructions printed thereon as soon as possible and, in any
event, so as to be received no later than 10:00 CET (09:00 GMT) on
Tuesday 2 April 2013. Completion and return of a Form of Proxy will
not preclude you from attending the EGM and voting in person if you
wish.
Shareholders who are members of the CSN Scheme operated by
Capita
You should not complete the Form of Proxy. Instead, you should
complete the Form of Instruction which will be published on the
Company's website on 12 March 2013 and return it to Capita (not to
the Company) in accordance with the instructions printed thereon,
as soon as possible and, in any event, so as to be received by
Capita no later than 10:00 CET (09:00 GMT) on Wednesday 27 March
2013.
Trading Update
In our trading update on 21 December 2012, we commented that
conversion of projects into firm orders was continuing to take
longer than planned, owing to slippage in customers' programmes,
including delays at short notice to the timing of some orders. As a
result the Group's revenue experienced further slippage; turnover
in the second half year showed an improvement compared with the
first half, but the total for the financial year ending 31 December
2012 as a whole was approximately Euros 4.2 million.
We are anticipating that 2013 will be another difficult trading
year as governments' austerity programmes continue to delay their
equipment purchasing plans. Conversely, the increased threats from
illegal immigration and terrorism worldwide are generating
heightened interest in our aero-surveillance systems. In 2012, the
group's revenue was weighted towards the second half of the
financial year and we anticipate that the profile will be similar
in 2013.
One potential area of uncertainty has recently been removed
(earlier than last year) as we have already received the firm
purchase order and delivery schedule for the aero-certified systems
to be delivered in 2013 under SCOTTY's continuing PV contract with
Eurocopter. The delivery schedule comprises six systems and an
additional spares order, with a combined sales value of
approximately Euros 1.7 million, and is for delivery between June
and December 2013, thus largely influencing the second half of
2013.
We are anticipating additional orders from our relationship with
Diamond Aircraft Industries using their DA 42 MPP platform. We are
also working on further potential aero-surveillance projects with
Airborne Technologies using the Tecnam aircraft and with the French
Military's C130 aircraft.
2013 is the first full year of our new relationship with
AirScan, our strategic partners in the USA. AirScan has 24 years of
worldwide operational experience in C4ISR (Command, Control,
Communications and Computers in Intelligence, Surveillance and
Reconnaissance) systems. We are currently specifying new products
to be developed jointly with AirScan and we expect that this
relationship will bring increased opportunities for SCOTTY's
aero-certified surveillance systems.
As previously announced, in December 2012 the Board approved a
cost reduction programme, both for the parent company, SCOTTY Group
SE, and its Austrian operating subsidiary, SCOTTY Group Austria
GmbH, aimed primarily at reducing personnel and administration
costs by approximately Euros 0.4 million in 2013, whilst
maintaining the Group's existing research and development
capabilities.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2013
Publication of Notice of EGM in Wiener Tuesday 12 March
Zeitung (in German) and on the Company's
website (in English and German)
Publication of the Form of Instruction Tuesday 12 March
and Form of Proxy on the Company's website
Latest time and date for receipt of Forms 10:00 CET (09:00 GMT)
of Instruction by Capita on Wednesday 27 March
Latest time and date for receipt of Forms Presentation in the
of Proxy by the Company EGM or receipt by
the Company by 10:00
CET (09:00 GMT) on
Tuesday 2 April
Extraordinary General Meeting in Vienna, 10:00 CET (09:00 GMT)
Austria on Wednesday 3 April
Last day of dealings in the Company's Shares Wednesday 10 April
on AIM
Cancellation of the admission to trading 08:00 CET (07:00 GMT)
of the Company's Shares on AIM on Thursday 11 April
Dates set against events that are expected to occur after the
expected date of the EGM assume that the EGM is not adjourned and
that the Resolutions are passed at the EGM.
Enquiries:
SCOTTY Group SE www.scottygroup.com
Kurt Kerschat, CEO +43 316 409 426
Nominated Adviser
Cairn Financial Advisers LLP
Tony Rawlinson / Avi Robinson +44 20 7148 7900
Broker
Northland Capital Partners Limited
John Howes +44 20 7796 8800
DEFINITIONS
"AIM" AIM, a market operated by the London Stock
Exchange;
"Business Day" means a day other than a day which is a Saturday,
a Sunday or public holiday in England;
"CET" Central European Time (one hour after GMT);
"certificated" or where a security is not held in uncertificated
"in certificated form (i.e. not in CREST);
form"
"Company" or "SCOTTY" SCOTTY Group SE;
"CSN Scheme" the corporate sponsored nominee scheme operated
by Capita on behalf of the Company, for Shareholders
who formerly held their shares in certificated
form and who have elected to participate in
the scheme;
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the Operator (as defined in the CREST Regulations);
"CDIs" CREST depository interests, representing shares
in the Company, which may be held and transferred
through the CREST system, affording shareholders
the same economic benefits as ordinary shares,
including the right to vote and to receive
dividends;
"CREST Regulations" The Uncertificated Securities Regulations
2001 (SI2001/3755) as amended;
"Delisting" the proposed cancellation of admission of
the Shares to trading on AIM;
"Directors" or "Board" the directors of the Company;
"Euroclear" Euroclear UK and Ireland Limited, the operator
of CREST;
"Form of Instruction" The instruction to be returned to Capita,
recording the voting instructions of participants
in the Corporate Sponsored Nominee Scheme;
"Form of Proxy" the Power of Attorney and form of proxy enclosed
with this document for use by Shareholders
in connection with the EGM;
"Extraordinary General the extraordinary general meeting of the Company
Meeting" or "EGM" to be convened for 10:00 CET (09:00 GMT) on
3 April 2013 at the at the offices of Sauerzopf
& Partner, Boersegasse 9/3, A1010-Vienna,
Austria;
"GMT" Greenwich Mean Time;
"ISIN" International Securities Identification Number;
"London Stock Exchange" London Stock Exchange plc;
"Notice" the notice of EGM, to be published on 12 March
2013;
"OeKB" Oesterreichische Kontrolbank AG;
"Ordinary Shares" 969,640 ordinary shares of 1 Euro each in
the capital of the Company, held through CDIs;
"Placing" the issue of equity announced by the Company
on 27 September 2012;
"Placing Shares" the 484,820 shares of 1 Euro each in the capital
of the Company issued in the Placing;
"Resolutions" the resolutions to be proposed at the EGM
as set out in the Notice;
"Shares" the 1,454,460 ordinary shares in the Company,
comprising the Ordinary Shares and the Placing
Shares;
"Shareholders" holders of Shares and the term "Shareholder"
shall mean any one of them;
"Third Market" the Third Market ("Dritter Markt") of the
Vienna Stock Exchange; and
"uncertificated" ordinary shares which are recorded on the
or "in uncertificated register of members of the Company as being
form" held in uncertificated form in CREST and title
to which, by virtue of the CREST Regulations,
may be transferred by means of CREST.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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