TIDMCDY
RNS Number : 9614N
Casdon PLC
01 August 2014
Casdon plc
("Casdon" or "the Company")
Proposed cancellation of admission to trading on AIM and Notice
of AGM
Casdon announces its intention to seek shareholder approval for
the cancellation of admission to trading on AIM ("Cancellation") of
its ordinary shares of 10p each ("Ordinary Shares").
An explanatory circular has today been posted to shareholders
setting out the background to and reasons for the Cancellation and
the reasons why the Directors believe that this is in the best
interests of the Company and shareholders as a whole, and their
recommendation to shareholders to vote in favour of the resolution
approving the Cancellation (the "Cancellation Resolution"). The
circular posted to shareholders also contains a notice convening
the Company's AGM on 26 August 2014 (the "AGM"), and is available
on the Company's website, www.casdon.com.
For further information please contact:
Casdon plc
Paul Cassidy - Chairman 01253 766 411
Zeus Capital Limited
Nick Cowles/Jamie Peel 0161 831 1512
1. Introduction and reasons for the proposed Cancellation
The size of the Company and the lack of liquidity of the market
in the Company's shares have led the Directors to undertake a
review of the merits or otherwise of the Company continuing to be
admitted to trading on AIM. The Directors have concluded that a
proposal to cancel Admission should be made to the Shareholders at
the Annual General Meeting. In reaching this decision to propose
this to Shareholders, the Directors have taken the following
factors into account:
1.1 given the overall market, the Directors are of the opinion
that it is difficult for the Company to attract any or meaningful
equity investment through its listing on AIM;
1.2 the AIM listing of the Ordinary Shares is not offering
investors the opportunity to trade in meaningful volumes within the
market. In the calendar year 2014 to date, less than 30 trades in
the Ordinary Shares of the Company have been executed, with total
monetary value of approximately GBP85,000;
1.3 the Directors estimate that annual direct and indirect costs
of maintaining the listing of the Ordinary Shares on AIM are at
least GBP40,000. This estimate includes listing expenses and AIM
advisory fees. The Directors consider that these costs are
disproportionately high versus the benefits of trading on AIM and
that these funds could be better utilised within the business;
1.4 the susceptibility of the share price to the wider general
equity market conditions is not to the benefit of the business;
and
1.5 maintaining the listing of the Ordinary Shares on AIM and
complying with the associated regulatory requirements requires a
significant amount of senior management time, and the Directors do
not believe this time cost is proportional to the benefits of the
listing.
2. Process for Cancellation
In accordance with Rule 41 of the AIM Rules for Companies (the
"AIM Rules"), the Company has notified AIM Regulation of the
intention to delist, giving at least 20 business days' notice.
Under the AIM Rules, it is also a requirement that the Cancellation
Resolution must be approved by not less than 75 per cent of those
present and entitled to vote or voting by proxy in a general
meeting. Accordingly, the resolution numbered 8 in the Notice seeks
Shareholder approval for the cancellation. Subject to the
Cancellation Resolution being passed by the requisite majority at
the AGM, and following a further five business days (which must
pass following approval by the Shareholders in accordance with the
AIM Rules), it is expected that trading on AIM in the Ordinary
Shares will cease at the close of business on 2(nd) September 2014
with the Cancellation becoming effective from 7.00am on 3(rd)
September 2014.
3. Effect of the Cancellation on Shareholders
The principal effects of the Cancellation would be that:
3.1 there would no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares on AIM or any other
market or trading exchange;
3.2 the Company would not be bound to announce material events,
such as interim or final results, material transactions or
administrative changes;
3.3 the Company would no longer be bound to comply with the
corporate governance requirements for companies with shares
admitted to trading on AIM; and
3.4 the Company would no longer be required to comply with the
AIM Rules (or to have a nominated adviser), and Shareholders would
no longer be required to vote on certain matters prescribed by the
AIM Rules.
The Directors intend to keep Shareholders informed of the
Company's progress and remain committed to high standards of
corporate governance. As such the Directors will:
3.5 post items of relevant news on the Company's website (http://www.casdon.com)
3.6 continue to provide Shareholders with copies of the
Company's audited accounts in accordance with the applicable
statutory requirements
3.7 operate the Company to corporate governance standards
appropriate for a company with approximately 200 shareholders.
Following the Cancellation, although the Ordinary Shares will
remain transferable, they will no longer be tradable on AIM.
Consequently, it is likely to be more difficult for a Shareholder
to purchase or sell any Ordinary Shares following the Cancellation.
With this in mind, the Directors intend, following the
Cancellation, to set up a matched bargain arrangement with JP
Jenkins Limited to enable Shareholders to trade the Ordinary
Shares. Under this facility, it is intended that Shareholders or
persons wishing to acquire Ordinary Shares will be able to leave an
indication with JP Jenkins Limited that they are prepared to buy or
sell at an agreed price. In the event that the matched bargain
settlement facility provider is able to match that order with an
opposite sell or buy instruction, JP Jenkins will contact both
parties and then effect the bargain. Shareholders who do not have
their own broker may need to register with JP Jenkins Limited as a
new client. This can take some time to process and therefore
shareholders who consider they are likely to use this facility are
encouraged to commence it at the earliest opportunity. Once the
facility has been arranged, details will be made available to
shareholders on the Company's website. Alternatively, JP Jenkins
can be contacted by phone on 0207 469 0938, or by email at
jpj@pcorpfin.com.
Shareholders should note that, even if the Cancellation is
approved and becomes effective, the Company will remain subject to
the provisions of the City Code on Takeovers and Mergers (the "City
Code") for a period of 10 years. The City Code provides an orderly
framework within which takeovers and mergers are conducted and
operates principally to ensure that shareholders are treated fairly
and not denied an opportunity to decide on the merits of a takeover
and that shareholders of the same class are afforded equivalent
treatment. The City Code will however cease to apply to the Company
10 years after the Cancellation becomes effective. However, the
regulatory regime imposed through the AIM Rules, which applies
solely to companies with shares admitted to trading on AIM, will no
longer apply. Upon Cancellation becoming effective, Zeus Capital
Limited will therefore cease to be nominated adviser and broker to
the Company.
4. AGM
The notice convening the AGM to be held at Casdon Plc, Cornford
Road, Blackpool, Lancashire, FY4 4QW at 3pm on 26 August 2014 is
set out at the end of the circular posted to shareholders this
morning and posted on the Company's website, www.casdon.com.
5. Recommendation
The Directors believe that the Cancellation Resolution is in the
best interests of the Company and unanimously recommend that you
vote in favour of it as they intend to do in respect of their own
beneficial shareholdings which total 2,817,076 Ordinary Shares and
represent approximately 51% of the issued Ordinary Share capital of
the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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