TIDMTOU
RNS Number : 3253S
Touch Group PLC
18 November 2011
18 November 2011
Touch Group Plc
("Touch" or the "Company")
Proposed De-listing from AIM
The Board of Touch announces today that it has made application
to the London Stock Exchange to cancel trading in the Company's
shares from AIM with effect from 22 December 2011 (the
"De-listing"). The Company is seeking Shareholders' approval for
the cancellation of admission to AIM of the ordinary shares of 1p
each ('Ordinary Shares'). This announcement sets out the reasons
for the proposal.
As the Shareholders will be aware, trading in the Ordinary
Shares was suspended on 14 November 2011 and on 15 November 2011,
the Company's nominated adviser and broker (Shore Capital &
Corporate Limited and Shore Capital Stockbrokers Limited
respectively) resigned. Under AIM Rule 1, trading in the Ordinary
Shares will remain suspended until such time as the Company
appoints a new nominated adviser. The Directors will ensure that
the Company continues to comply with its obligations under the AIM
Rules until the De-listing or such time as a new nominated advisor
is appointed.
Reasons for the De-listing
The Directors have been considering for some time the merits or
otherwise of the Ordinary Shares continuing to be admitted to
trading on AIM and remaining a public limited company. The
following factors have been taken into account by the Directors in
reaching the conclusion that the De-listing is in the best
interests of the Company and its Shareholders as a whole:
-- trading in the Ordinary Shares is currently suspended;
-- the Company, like most other small AIM quoted companies, has
suffered from a lack of liquidity for its Ordinary Shares and, in
practical terms, a small free float and market capitalisation,
which reduces demand. In addition, the width of the bid/offer
spread at which a market is made in the Ordinary Shares has
accentuated the lack of liquidity and, in the opinion of the
Directors, this spread is unlikely to improve given the Company's
size and lack of appeal to institutional investors - which means
that dealing is expensive for current Shareholders;
-- the costs associated with maintaining the Company's admission
to trading on AIM, and compliance with the regulatory requirements
imposed on it, are high (approximately GBP200,000 per annum) and
given the economic climate are becoming increasingly burdensome;
and
-- in the opinion of the Directors, the most likely exit route
for Shareholders will ultimately be via a trade sale or merger and
that the proceeds from a potential trade sale will be maximised
without reference to an underperforming share price.
The Directors strongly believe that for the reasons referred to
above, the Company should seek the cancellation of the admission of
its Ordinary Shares to trading on AIM and will thereafter consider
the advantages of re-registering as a private limited company.
Current Trading
The Board's view of the trading status of the Group, following
the Restructuring, remains the same as set out in the announcement
of 15 November 2011 which notified the "Acquisition out of
administration of the business and certain assets of Business
Briefings Limited by the Company".
Strategy
Following completion of the De-listing, and in light of the
strengthened balance sheet following the Restructuring, it is the
intention of the Board to continue to operate the Group's business
in the same manner, and with the same objectives and strategy, as
at present. The Board will be able to focus increased management
time to drive the business forward when the Company does not have
to comply with enhanced regulatory requirements applicable to a
quoted Company. The Group will continue to operate with a level of
corporate governance that the Board considers to be appropriate for
a company of its size and resources. I will continue in my role as
Chairman and to chair the remuneration committee.
De-listing from AIM
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the proposed De-listing which
is conditional upon the consent of not less than 75 per cent of
votes cast by Shareholders at the General Meeting. Accordingly, the
Notice of General Meeting set out at the end of this document
contains the De-listing Resolution which is a special resolution to
approve the cancellation of admission of the Ordinary Shares on
AIM. If the De-listing Resolution is passed, it is expected that
cancellation of dealings will take effect on 22 December 2011.
Your Directors are aware that Shareholders may still wish to
acquire or dispose of Ordinary Shares and accordingly, intend to
use reasonable endeavours to create and maintain a matched bargain
settlement facility for off-market trades. Under this facility,
Shareholders or persons wishing to acquire Ordinary Shares will be
able to leave an indication with the Company Secretary that they
are prepared to buy or sell at an agreed price. In the event that
the Company Secretary is able to match that order with an opposite
sell or buy instruction, the Company Secretary will contact both
parties and then effect the order.
Transactions in the Ordinary Shares following De-listing
Following De-listing there will be no public quotation nor will
any market-maker make a continuous price in Ordinary Shares as from
the proposed date of De-listing. As such, interests in Ordinary
Shares are unlikely to be readily capable of sale and it may be
more difficult to obtain a fair value on any such sale.
Irrevocable undertakings
The Company currently has in issue 210,191,921 Ordinary Shares.
The Company has received irrevocable undertakings to vote in favour
of the resolution in respect of 66,597,978 Ordinary Shares
representing 31.68 per cent of the Ordinary Shares.
The irrevocable undertakings have been received from the
following Shareholders:
Shareholder Number of % of issued
Ordinary Shares Ordinary Shares
Directors
Vincent Isaacs 28,596,859 13.61
Stuart Winship 1,762,500 0.84
Peter Katz 1,466,376 0.70
Tim Green 872,243 0.41
Other
J Isaacs Charitable Trust 25,900,000 12.32
Jeremy Michael Isaacs Family Settlement 8,000,000 3.81
Total 66,597,978 31.68
General Meeting
Set out at the end of this document is a notice convening the
General Meeting to be held at Saffron House, 6-10 Kirby Street,
London EC1N 8TS at 2.00 p.m. on 14 December 2011. The purpose of
the General Meeting is to seek Shareholders' approval for the
De-listing
Press enquiries
For further information please contact:
Touch Group plc
Vincent Isaacs
Executive Chairman Tel: 0207 452 5222
This information is provided by RNS
The company news service from the London Stock Exchange
END
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