Proposed Cancellation of Trading


 

TIDMBCP 
 
RNS Number : 2042Q 
Boundary Capital PLC 
30 July 2010 
 
30 July 2010 
 
                              Boundary Capital plc 
 
                Proposed Cancellation of Trading on AIM and ESM 
                          Proposed Change of Name and 
                        Notice of Annual General Meeting 
 
The Board of Boundary Capital plc ("Boundary" or the "Company") today announces 
that it intends to seek the approval of Shareholders to cancel its trading 
facility on AIM and ESM and to change the name of the Company to Fleming Capital 
plc. 
 
The Company raised EUR25.2 million in May 2007 and was admitted to trading on AIM 
and IEX (now called ESM).  The Company built a portfolio of investments over the 
course of 2007 which cost the Company approximately EUR85 million funded by the 
proceeds from the AIM/ESM admission, the issue of shares as consideration for 
certain assets and approximately EUR35 million of debt. 
 
In 2008 the Company recorded a loss after tax of EUR54.4 million arising from the 
revaluation of its portfolio to EUR29.2 million from EUR80.4 million due the 
downward revaluation of the unquoted investments as a result of performance and 
the decrease in market value of the quoted investments. In 2009 the portfolio 
was revalued downwards again to EUR11.2 million.  The net asset deficit increased 
from EUR6 million at the end of 2008 to EUR29 million at the end of 2009 with debt 
owing to Anglo Irish Bank amounting to EUR39.2 million. 
 
The Company has had no significant cash inflows since 2008, other than the 
receipts from the sale of its stake in Veris plc, as its portfolio companies are 
not in a position to pay significant management fees and/or dividends as most of 
the portfolio companies are heavily indebted themselves.  As a result of the 
limited cash available the Company has significantly reduced its operating 
expenses but is not in a position to meet the ongoing costs arising from being 
quoted on AIM and ESM. 
 
As announced previously, the Company's debt facility with Anglo Irish Bank 
expired on 30 June 2009 and was later extended to 31 December 2009.  Anglo Irish 
Bank has not agreed a further extension for the debt facility since 31 December 
2009 and discussions are still ongoing with Anglo Irish Bank in relation to 
this. 
 
At a share price of EUR2.01 cents as of close of business of 28 July 2010 (being 
the latest practicable date prior to the publication of the circular to be 
posted to shareholders) the market capitalisation of the Company was 
approximately EUR1.1 million. 
 
After careful consideration, the Board believes that it would be appropriate at 
this juncture to cancel the trading of the Ordinary Shares on AIM and ESM as the 
costs of maintaining a listing are not justified due to the difficult financial 
position the Company is in and particularly given the Company's reliance on its 
bank, Anglo Irish Bank, as outlined in the annual report sent to shareholders. 
 
 
Proposed Cancellation of Trading of the Ordinary Shares on AIM and ESM 
As noted above, the Directors have concluded that it is in the best interests of 
the Company and its Shareholders and creditors for AIM and ESM trading 
facilities to be cancelled. 
 
Under the AIM Rules and ESM Rules, it is a requirement that cancellation of 
admission to trading on AIM and ESM must be approved by not less that 75 per 
cent. of Shareholders voting in general meeting.  Accordingly, Resolution 5 in 
the notice of Annual General Meeting set out in the circular to be posted to 
shareholders contains a special resolution to approve the application to the 
London Stock Exchange and the Irish Stock Exchange for cancellation of admission 
of the Company's shares on AIM and ESM respectively.  Shareholders should note 
that following the proposed cancellation there will be no market on which they 
can trade their Ordinary Shares. 
 
Should the cancellation of admission be approved, the Directors will continue to 
distribute by post interim and annual reports to Shareholders and to issue 
updates should transactions of material value occur within the portfolio. 
 
It is expected that, subject to Shareholder approval of Resolution 5, that 
cancellation of trading on AIM and ESM will take place on 21 September 2010. 
 
 
Proposed Change of Name 
As part of the termination agreement with Mr Niall McFadden, the former 
executive chairman of the Company, in September 2009 the Company and Mr McFadden 
agreed that the "Boundary" name would be retained by Mr McFadden and as a result 
the Company is now proposing a change of name to Fleming Capital plc, or if such 
name is not available, to a name as agreed by the Directors. 
 
 
Annual General Meeting 
The Annual General Meeting of the Company will be held at the offices of Maples 
and Calder, 75 St. Stephen's Green Dublin 2, Ireland at 9.30 a.m. on Monday, 
30th August 2010 at which the Resolutions will be proposed. Further details are 
set out in the Notice of Annual General Meeting which can be found in the 
circular to be posted to shareholders. 
 
A circular detailing the proposed cancellation of trading on AIM and ESM and 
proposed change of Name is being sent to shareholders today and once posted will 
be available on the Company's website www.boundarycapital.ie. 
 
A further announcement will be made in due course. 
 
Enquiries: 
+-----------------------------------------------+-----------------------------------------------+ 
| Boundary Capital plc                          |                                               | 
+-----------------------------------------------+-----------------------------------------------+ 
| Declan Cassidy                                | + 353 1 660 9300                              | 
+-----------------------------------------------+-----------------------------------------------+ 
+-----------------------------------------------+-----------------------------------------------+ 
| Davy                                          |                                               | 
+-----------------------------------------------+-----------------------------------------------+ 
| Des Carville                                  | +353 1 679 6363                               | 
+-----------------------------------------------+-----------------------------------------------+ 
 
 
In this announcement terms not otherwise defined shall have the same meaning as 
in the circular to be posted to Shareholders. 
 
 
 
 
This announcement has been issued through the Companies Announcement Service of 
                            the Irish Stock Exchange. 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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