TIDMXCT
RNS Number : 7445D
XCounter AB
28 March 2011
XCounter
PRESS RELEASE
Stockholm, 28 March 2011
Proposed Delisting from AIM, Relisting on NASDAQ OMX First North
and proposed Share Consolidation
Stockholm, 28 March 2011: XCounter AB (AIM: XCT) ("XCounter"), a
technology leader in the development of photon counting X-ray
detectors and tomosynthesis based 3D medical imaging, announces a
proposal to seek the cancellation of the admission of the
Consolidated Ordinary Shares to trading on AIM and to apply for the
Consolidated Ordinary Shares to be admitted to trading on NASDAQ
OMX First North in Sweden. In order to satisfy the requirement of
NASDAQ OMX First North that, on listing, each share has a market
price of not less than EUR0.50, it is also proposed that every 50
Ordinary Shares are consolidated into one Consolidated Ordinary
Share pursuant to the Share Consolidation.
The Delisting is conditional on the passing of the Delisting
Resolution and Share Consolidation Resolution at the Annual General
Meeting to be held on 26 April 2011 and NASDAQ OMX agreeing to
admit the Consolidated Ordinary Shares to trading on NASDAQ OMX
First North.
If the Delisting Resolution and the Share Consolidation
Resolution are passed by the requisite majorities at the Annual
General Meeting and NASDAQ OMX agrees to admit the Consolidated
Ordinary Shares to trading on NASDAQ OMX First North, it is
expected that the admission of XCounter Consolidated Ordinary
Shares to trading on AIM will be cancelled at 7.00 a.m. on 9 June
2011 and Consolidated Ordinary Shares will be admitted to trading
on NASDAQ OMX First North at 9:00 a.m. (CET) on 9 June 2011.
If the Share Consolidation Resolution is passed by the requisite
majority at the AGM, the Share Consolidation is proposed to take
effect regardless of whether the Delisting Resolution is passed
and/or the Consolidated Ordinary Shares are admitted to trading on
NASDAQ OMX First North.
If either the Delisting Resolution or the Share Consolidation
Resolution are not passed at the Annual General Meeting or if
NASDAQ OMX does not agree to admit the Consolidated Ordinary Shares
to trading on NASDAQ OMX First North neither the Delisting nor the
Relisting will proceed and either the Ordinary Shares or the
Consolidated Ordinary Shares (if the Share Consolidation Resolution
is passed) will continue to be admitted to trading on AIM. If the
Share Consolidation resolution is passed, the Share Consolidation
is expected to occur on 23 May 2011.
Proposed Delisting, Relisting and Share Consolidation
On 22 December 2010, the Board announced that it was considering
a proposal to apply for the cancellation of the admission of its
Ordinary Shares to trading on AIM and for the Ordinary Shares to be
relisted on the NASDAQ OMX First North market in Sweden. The Board
has now completed a review of this proposal and has concluded that
the costs and regulatory requirements associated with maintaining
the admission of the Ordinary Shares to trading on AIM are a burden
on the Company's financial resources and are disproportionate to
the benefits gained from admission to trading on AIM. These costs
include fees paid to the Company's nominated adviser and broker,
registrar, annual fees paid to the London Stock Exchange, costs
relating to public announcements, certain fees and expenses of
accountants and lawyers engaged to provide services relating to the
Company's Ordinary Shares being traded on AIM.
In addition to the overheads involved in maintaining the
admission of the Ordinary Shares to trading on AIM:
-- there has been limited trading volume in the Ordinary Shares.
Over the last six months there has only been an average of
approximately four trades per month in the Ordinary Shares on
AIM;
-- the Directors consider that given the Company's current share
price and prevailing market conditions it would be very difficult
to raise additional capital on AIM at a valuation that is
acceptable to the Board and which reflects the inherent value the
Board considers to be in the Company in the medium term; and
-- the Directors consider that the best strategy for the Company
is to focus on and support the development of the business and to
eliminate the cost and management time incurred as a consequence of
the Company's admission to trading on AIM.
After careful consideration, the Board has therefore concluded
that it is in the best interests of the Company and its
Shareholders if the admission of XCounter Ordinary Shares to
trading on AIM is cancelled and instead, to seek a listing on
NASDAQ OMX First North in Stockholm, Sweden. The costs associated
with listing on First North are considerably less than with the AIM
listing. The Board estimates that, without consideration of the
one-time costs associated with the Delisting and Relisting, the
annual cost savings will amount to approximately EUR100k. The
Directors believe that, as a result of being admitted to trading on
First North, trading volume will increase as a result of greater
visibility in Scandinavia and exposure to an increased number of
shareholders, both institutional and retail.
NASDAQ OMX First North is an alternative to the Main List at the
Stockholm Stock Exchange, with lighter requirements and rules. It
is an exchange-regulated marketplace supervised by NASDAQ OMX and
certified advisers. The Company will not be required to maintain
compliance with International Financial Reporting Standards (IFRS)
on NASDAQ OMX First North, but intends to continue to comply with
that requirement following the Relisting. From the Relisting,
reporting will be on a quarterly as opposed to a semi-annual
basis.
NASDAQ OMX requires shares admitted to First North to have a
price per share of not less than EUR0.50 at the time of admission.
In order to ensure the price per share is at least this amount, it
is proposed that the Share Consolidation is carried out to reduce
the number of Ordinary Shares and, subject to normal market
conditions, this should mean that the Consolidated Shares will
trade at approximately fifty times the price at which Ordinary
Shares currently trade.
A Shareholder's percentage ownership in the Company will not
decrease as a result of the Share Consolidation, other than, with
respect to CDIs, minor changes resulting from the rounding down of
fractional entitlements. Accordingly, immediately following the
Share Consolidation, a CDI Holder will have the same or
substantially the same proportionate interest in the profits, net
assets and distributions of the Company as a CDI Holder immediately
prior to the Share Consolidation. A Shareholder holding Ordinary
Shares in the Euroclear Sweden Register will, if required, receive
free of charge from Abingworth a sufficient number of Ordinary
Shares to ensure that its holding will be divisible by fifty at the
time the Share Consolidation takes place. Thus, such Shareholders
(other than Abingworth) will have no less proportionate interest in
the profits, net assets and distributions of the Company as a
Shareholder immediately prior to the Share Consolidation.
Immediately following the Share Consolidation, there will be an
equivalent consolidation of the CDIs held such that every fifty
(50) existing CDIs will be consolidated into one new CDI. Any
holding of CDIs not exactly divisible by fifty will be rounded down
to the nearest whole number divisible by fifty. CDI Holders will
have their CREST accounts adjusted to reflect their holding of
consolidated CDIs. In line with standard Euroclear UK & Ireland
practice regarding fractional entitlements resulting from corporate
events on CDIs, no cash in lieu of fractional post Share
Consolidation consolidated CDIs will be issued to CDI Holders.
Share Plans
As at 25 March 2011, the Company had granted, in aggregate,
2,656,667 options over Ordinary Shares to employees and Directors
pursuant to a number of share plans which remain outstanding and
have not been exercised.
The proposed Delisting and Relisting will not affect the status
of the options outlined above but adjustments will be required to
the options to reflect the Share Consolidation.
Settlement
Subject to Shareholders approving the Delisting Resolution and
the Share Consolidation Resolution at the Annual General Meeting
and NASDAQ OMX agreeing to admit the Consolidated Ordinary Shares
to trading on NASDAQ OMX First North, it is anticipated that
trading in the Consolidated Ordinary Shares on AIM will cease at
close of business on AIM on 8 June 2011, with the Delisting taking
effect at 7.00 a.m. on 9 June 2011.
The CDI facility will continue following the Delisting and
consequently CDI Holders can continue to hold CDIs representing
Consolidated Ordinary Shares. Settling trades on First North,
however, is expected to be slower if shares are in CDI format.
In accordance with Swedish law, CDI holders who wish to
participate at Shareholder meetings (including annual general
meetings) must seek a temporary registration on the Shareholders
register in order to be able to vote. Since the Company's listing
on AIM in 2006, the Company has facilitated this process by putting
in place special arrangements with Euroclear UK and Ireland and the
Company's registrars, Computershare Investor Services (Jersey)
Limited (as described in section 6 below). Following the Delisting
and, in order to save costs, the Company is not expecting to put
such arrangements in place and, accordingly, CDI Holders will not
be able to vote at Shareholder meetings. In order to vote, CDI
Holders will be required to transfer the underlying Consolidated
Ordinary Shares represented by the CDIs to another Euroclear Sweden
account (either directly, if applicable, or indirectly through
their custodian/nominee) in the Euroclear Sweden Register by
submitting a cross-border delivery instruction to the CREST system
to cancel the CDIs and transfer the underlying Consolidated
Ordinary Shares to the former CDI Holder's account operator in the
Euroclear Sweden system.
Annual General Meeting
Under the AIM Rules, it is a requirement that the Delisting
Resolution must be approved by not less than 75 per cent. of votes
cast by Shareholders in general meeting. Accordingly, notice of the
Annual General Meeting of XCounter to be held at its offices at
Svardvagen 11, Danderyd, Sweden on at 1.00 p.m. (CET) on 26 April
2011, is expected to appear in the Svenska Dagbladet newspaper and
on the Post- och Inrikes Tidningar website on or about 29 March
2011. A copy of the notice and an English translation of the notice
containing the Delisting Resolution and the Share Consolidation
Resolution is being sent to Shareholders today.
Under the Swedish Companies Act, the Share Consolidation
requires that XCounter's Articles of Association be amended, which
must be approved by not less than two thirds of votes cast at the
Annual General Meeting. Further, in order to have a total number of
shares which is evenly divisible by fifty a share issue of twelve
Shares must be approved.
The 2010 Annual Report of the Group will be posted to
Shareholders by 5 April 2011.
Attending and Voting at the AGM
Euroclear Sweden Shareholders
Euroclear Sweden Shareholders, intending to participate in the
AGM (whether in person or by proxy), must be recorded in the
Euroclear Sweden Register by 4.30 p.m. (CET) on 18 April 2011.
Euroclear Sweden Shareholders whose shares are registered under the
name of a nominee should, in advance of 18 April 2011, temporarily
register their Ordinary Shares in their own names to be able to
participate at the AGM.
Further, Euroclear Sweden Shareholders must notify the Company
of their intention to participate at the AGM by no later than 19
April 2011 at 4.00 p.m. (CET). Notifications can be made by mail to
XCounter AB (publ), Svardvagen 11, 18233 Danderyd, Sweden or by
telephone by +46 8 622 23 17, by telefax +46 8 622 23 12 or by
email to fredrik.henckel@xcounter.se. When notifying, Euroclear
Sweden Shareholders should state their name, address, telephone
number, e-mail address, personal or corporate identity numbers
(where applicable) and the number of shares held.
CDI Holders
CDI Holders who wish to participate in the AGM (whether in
person or by proxy) must seek a temporary registration (by
completing the CDI Voting Registration Form which is being sent to
Shareholders today) on the Shareholders' register in order to be
able to attend and vote at the AGM.
In order to be able to vote, CDI Holders must be on the CDI
Register as at 4.30 p.m. (CET) on 18 April 2011 and must transfer
their entire holding of CDIs into escrow by no later than 12.00
noon (London time) on 11 April 2011 in accordance with the
instructions set out in the Corporate Action Bulletin which is
expected to be issued by CREST on or about 29 March 2011 and which
is available on CREST's website: www.crestco.co.uk (the "Corporate
Action Bulletin").
Entitlement to attend and vote at the AGM (and the number of
votes which may be cast thereat) will be determined by reference to
the CDI Register at 4.30 p.m. (CET) on 18 April 2011. Only CDI
Holders who are on the CDI Register at 4.30 p.m. (CET) on 18 April
2011 and who have transferred their entire holding of CDIs into
escrow prior to 12.00 noon (London time) on 11 April 2011 will be
eligible to attend and vote at the AGM (in person or by proxy).
CDIs transferred into escrow will not be available for any
transaction or charging purposes until such CDIs are released from
escrow, which will take place automatically as soon as reasonably
practicable after the commencement of dealings anticipated on 19
April 2011.
Shareholders who wish to attend and vote at the AGM in person
must:
(i) complete and sign the CDI Voting Registration Form and
return it to the Company's registrars, for the attention of Richard
Parker, Computershare Investor Services (Jersey) Limited, Queensway
House, Hilgrove Street, St Helier, Jersey JE1 1ES so as to arrive
by no later than 9.00 a.m. (London time) on 11 April 2011. This
form is being sent to Shareholders today; and
(ii) transfer their entire holding of CDIs into escrow prior to
12.00 noon (London time) on 11 April 2011. For further details on
the requirements for transferring CDIs into escrow Shareholders
should make reference to the Corporate Action Bulletin.
CDI Holders may not split their holdings so as to exercise their
votes in more than one way on any particular resolution. Any voting
instructions which purport to split a holding and vote in more than
one way on any particular resolution will be invalid.
Form of Proxy
Euroclear Sweden Shareholders and CDI Holders are permitted to
appoint a proxy to vote and attend at the AGM. Shareholders who
wish to appoint a proxy should complete either the English or
Swedish version of the Form of Proxy in accordance with the
instructions printed thereon to (i) the appointed proxy or (ii)
Fredrik Henckel, XCounter AB (publ), Svardvagen 11, 182 33
Danderyd, Sweden so as to arrive by the commencement of the AGM at
the latest. Completion and return of the Form of Proxy will not
prevent a Shareholder from attending the AGM and voting in person
should they wish to do so provided they have complied with the
instructions set out above. Swedish corporate law does not permit
the Managing Director or the Directors of the Company to be
appointed as proxies, however Gunnar Mattsson of Advokatfirman
Lindahl KB (the Company's Swedish solicitors) (or another lawyer to
be appointed by Gunnar Mattsson) will be attending the AGM and has
agreed to offer himself as a proxy. The Forms of Proxy are being
sent to Shareholders today.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time for receipt of CDI Voting 9:00 a.m. on 11 April 2011
Registration Forms
Latest time for transfer of CDIs into 12:00 noon on 11 April 2011
escrow for voting purposes
Record date for participation at the 4.30 p.m. (CET) on 18 April 2011
Annual General Meeting
Latest time and date for Shareholders 4.00 p.m. (CET) on 19 April 2011
to notify XCounter of their intention
to participate at the Annual General
Meeting
Annual General Meeting 1.00 p.m. (CET) on 26 April 2011
Record date for the Share Consolidation 7.00 am on
23 May 2011
Commencement of dealings in consolidated Ordinary
Shares 8.00 a.m. on 23 May 2011
and CDIs on AIM
The following events are conditional on the Delisting
Resolution and the Share Consolidation Resolution
being passed by the requisite majorities at the Annual
General Meeting and NASDAQ OMX agreeing to admit the
Consolidated Ordinary Shares to trading on NASDAQ
OMX First North:
Admission of XCounter Consolidated Ordinary 7.00 a.m. on 9 June 2011 9.00
Shares to trading on AIM expected to be a.m. (CET) on 9 June 2011
cancelled Trading on NASDAQ OMX First North
initiated
Each of the dates in the above timetable is subject to
change.
All times are London times unless otherwise stated.
If for any reason it becomes necessary to adjust the expected
timetable, the Company will make an appropriate announcement
through a Regulatory Information Service giving details of the
revised dates.
DEFINITIONS
The following expressions have the following meanings throughout
this announcement unless the context requires otherwise:
"AIM" AIM, a market operated by the London Stock
Exchange
"AGM" or "Annual the annual general meeting of XCounter to
General Meeting" be held at its offices at Svardvagen 11,
Danderyd, Sweden at 1:00 p.m. (CET) on 26
April 2011
"AIM Rules" the AIM rules for companies and the AIM rules
for nominated advisers published by the London
Stock Exchange governing admission to and
the operation of AIM (as amended from time
to time)
"Board" or "Directors" the directors of the Company
"CDI Holders" holders of CDIs
"CDI Voting Registration the CDI voting registration form for use
Form" by CDI Holders wishing to attend and vote
at the AGM
"CDIs" dematerialised CREST depository interests
in respect of Ordinary Shares and, following
the Share Consolidation, Consolidated Ordinary
Shares
"CET" Central European Time
"Company" or "XCounter" XCounter AB (publ)
"Consolidated Ordinary ordinary shares in the capital of the Company upon
Shares" completion of the proposed Share Consolidation or
CDIs representing Consolidated Ordinary Shares
where the context requires
"CREST" the relevant system (as defined in the
Uncertificated Securities Regulations 2001) for
the paperless settlement of share transfers and
the holding of shares in uncertificated form in
respect of which Euroclear UK & Ireland Limited is
the operator (as defined in the Uncertificated
Securities Regulations 2001)
"Delisting" the proposed cancellation of the admission
of XCounter Consolidated Ordinary Shares
to trading on AIM
"Delisting Resolution" the resolution to be proposed at the Annual
General Meeting to approve the Delisting
"Euroclear Sweden" Euroclear Sweden AB, the Swedish Central
Securities Depository
"Euroclear Sweden the register of Shareholders maintained by
Register" Euroclear Sweden from time to time
"Group" the Company and its subsidiaries
"London Stock Exchange" London Stock Exchange plc
"NASDAQ OMX First a market operated by NASDAQ OMX
North" or "First
North"
"Nomura Code Securities" Nomura Code Securities Limited
"Ordinary Shares" the ordinary shares in the capital of the
Company or CDIs representing Ordinary Shares
where the context requires
"Relisting" the proposed admission of the XCounter
Consolidated Ordinary Shares to trading on NASDAQ
OMX First North
"Share Consolidation" the proposed consolidation of Ordinary Shares
pursuant to which fifty (50) Ordinary Shares
will be consolidated into one (1) Consolidated
Ordinary Share
"Share Consolidation the resolution to be proposed at the Annual
Resolution" General Meeting to approve the Share Consolidation
and the corresponding amendment to the Company's
Articles of Association
"Shareholders" holders of Ordinary Shares and, following
the Share Consolidation, Consolidated Ordinary
Shares and where the context requires, CDI
Holders
For further information, please contact:
XCounter AB Tel: +46 (0) 8 622 23 00
Mikael Strindlund, CEO
Fredrik Henckel, CFO
Nomura Code Securities Tel: +44 (0) 20 7776 1200
Clare Terlouw/ Richard Potts
Capital MS&L Tel: +44 (0) 207 307 5330
Mary Clark/Anna Davies
About XCounter AB
XCounter AB is a leader in the development of photon counting
detector and tomosynthesis-based 3D medical imaging technology. For
more information, please visit: www.xcounter.se.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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