AIM Update & Notice of GM
2009年3月6日 - 6:25PM
ＲＮＳを含む英国規制内ニュース （英語）
TIDMHRL
RNS Number : 4421O
Hurlingham PLC
06 March 2009
Hurlingham Plc (the "Company")
Update on position with regard to trading in the Ordinary Shares of the Company
on the
Alternative Investment Market and recommended proposals in relation to a
reduction of
capital by way of cancellation of the Company's entire class of 'A' Shares
Update on position with regard to trading in the Ordinary Shares of the Company
on AIM
The circular to Shareholders of the Company dated 14 March 2008 stated that a
continuation of trading in the Company's Ordinary Shares on the Alternative
Investment Market was subject to the Company acquiring a new business within
twelve months from disposal of its subsidiary Bettagrade Limited, which took
place on 31 March 2008. It is now clear that an AIM qualifying acquisition of a
new business by the Company will not be effected by 31 March 2009. Under the AIM
Rules for companies, if an Investing Company (often referred to as a cash shell)
such as Hurlingham does not complete an AIM qualifying acquisition within twelve
months of becoming an Investing Company, trading in the Ordinary Shares will be
suspended by the London Stock Exchange. The suspension can be effective for up
to six months. If during that six month period the Company completes an AIM
qualifying acquisition, the Ordinary Shares may be restored to trading. If six
months passes and an AIM qualifying acquisition has not been achieved,
trading in the Ordinary Shares of the Company would then be cancelled from AIM.
Since 31 March 2008, the Directors have considered proposals from a number of
companies with a view to their acquisition by Hurlingham. Some were of material
interest and appeared, at the time, likely to enhance Shareholder value.
However, the onset of virtually unprecedented market conditions confirmed to the
Directors that the risks associated with these proposed acquisitions could not
be justified in this current economic climate. The Directors are continuing to
seek acquisitions on more favourable terms than those that prevailed during 2008
and hope to submit a proposal to Shareholders ahead of the 30 September 2009
deadline. However, the Directors consider that the probability of a suspension
of trading in the Company's Ordinary Shares after 31 March 2009 and the
requirement to seek Shareholders' approval and the sanction of the High Court to
the proposed reduction of capital referred to in the circular to be sent to
shareholders today, renders it appropriate to advise Shareholders of this fact
now. The Directors regret any inconvenience to Shareholders as a consequence of
any suspension and propose to request resumption of trading in the Ordinary
Shares on the Alternative Investment Market if and when an
appropriate acquisition has been completed.
The Directors remain committed to identifying a suitable business or company for
Hurlingham to acquire but they will only proceed with such a transaction if they
are convinced it will add value and improve Shareholder prospects. The Directors
will continue to be cautious in this severely adverse financial climate. In the
meantime, the Directors are continuing to retain the Company's assets in cash
balances earning market rates of interest, which they consider is currently an
appropriate way to preserve Shareholders' value against the current
economic backdrop.
Shareholders should be aware that if Hurlingham does not complete an AIM
qualifying acquisition by 30 September 2009, the Company's AIM admission would
be cancelled. If the Ordinary Shares are suspended after 31 March 2009 and/or
cancelled from AIM for this reason, this would result in Shareholders being
unable to sell their Ordinary Shares on a market exchange and transactions in
Ordinary Shares would typically be performed by Shareholders on a matched
bargain basis.
The acquisition of a trading business by Hurlingham at the current time or
during a suspended period would normally require the Company to produce a new
AIM Admission Document (in the same way as a new introduction to AIM) so from a
practical perspective this process should be similar whether or not the Company
has an AIM quotation, or trading in its Ordinary Shares is suspended or
cancelled at that time.
The investment strategy of the Company continues to involve the AIM qualifying
acquisition by Hurlingham of another business, whose activities are likely to be
different from those previously undertaken by the Company up to the date of its
disposal of Bettagrade in March 2008. Any such acquisition will involve an AIM
Admission Document being sent to Shareholders setting out the proposed terms of
the acquisition, providing financial details relating thereto and
inviting Shareholders to consider and if thought fit, approve the proposals
prior to the acquisition of any such company or business by the Company.
Shareholders should be aware that for the reasons referred to above, trading in
the Company's Ordinary Shares on the Alternative Investment Market is liable to
be suspended by the Stock Exchange on or after 31 March 2009 without further
notification to Shareholders, until an AIM qualifying acquisition has been
completed. However, if suspension does take place, an announcement to this
effect will be made by the Company to the market.
Background to the proposed resolutions
The Board further regrets the necessity to convene this General Meeting to
rectify an error made by the Company in 2008 with regard to the Companies Act.
The Meeting has been called to consider and if thought fit, to pass the two
Special Resolutions referred to below.
As part of the approval by Shareholders of the first resolution at the general
meeting of the Company held on 31 March 2008, the Company was authorised by
Shareholders to acquire 100 'A' Shares in its capital in exchange for 330,000 5%
Preference Shares of GBP1 in the capital of Bettagrade Limited. The Company
subsequently purported to acquire the 'A' Shares in accordance with the
resolutions passed. However, the acquisition of 'A' Shares in this manner was
invalid because the Company did not have adequate distributable reserves and in
fact had a deficit on its profit and loss account at 31 March 2008. The Company
continues to have a deficit on its distributable profit and loss account
reserves of approximately GBP672,000 at the date of this announcement.
The passing of Resolution 1 at the General Meeting on 2 April 2009 will permit
the Company to seek the sanction of the High Court to a reduction of capital by
way of cancellation of 100 'A' Shares in its capital on terms that the holder of
the 'A' Shares has received in substitution and consideration for the 'A' Shares
so cancelled, 330,000 5% preference shares of GBP1 each in the capital of
Bettagrade Limited. In the event that the Court sanctions the reduction of
capital specified in Resolution 1, the Company's capital will be reduced and the
Company will be permitted lawfully to cancel all of its 'A' Shares. This will
have equivalent effect to the transaction originally approved by Shareholders on
31 March 2008.
Resolution 2 is a consequential alteration of the Articles of Association of the
Company to state that all of the 'A' Shares have been cancelled and that the
share capital of the Company will consist solely of Ordinary shares of 75p
each.
The existing Board accepts responsibility for the error made by the Company in
March 2008.
If the sanction of the High Court is withheld, the existing Directors will as
soon as practicable thereafter convene a further general meeting to determine
the future of the Company.
Net assets of the Company
At 31 March 2008, the Company had a negative balance on its profit and loss
account reserve of GBP682,000 as set out in the Half-Yearly Financial Report
issued by the Company to Shareholders on 30 June 2008. At the same date it had
pro-forma equity shareholders' funds attributable to Ordinary Shareholders of
GBP1,830,000, being 63p per Ordinary Share.
The net cost expected to be incurred by the Company in dealing with the matters
referred to in this announcement is estimated by the existing Board to amount to
approximately GBP30,000. Other than the net surplus of GBP10,000 forecast by the
existing Board to have been earned by the Company in addition to the pro-forma
results referred to above in the six months ended 30 September 2008, equity
shareholders' funds attributable to Ordinary Shareholders are not expected by
the existing Board to be materially different from the position revealed by
the Half-Yearly Financial Report.
General Meeting
The General Meeting of the Company is to be held at 33 Cavendish Square, London
W1AG 0PW, on 2 April 2009 commencing at 1.30 p.m. At the General Meeting, the
following resolutions dealing with matters referred to in this announcement will
be proposed:
Resolution 1
A special resolution to reduce the capital of the Company by authorising
acquisition and cancellation of 100 'A' Shares on terms that the holder of the
'A' Shares has received in substitution and consideration for the 'A' Shares so
cancelled, 330,000 5% Preference Shares of GBP1 each in the capital of
Bettagrade Limited.
Resolution 2
A special resolution to alter the Articles of Association of the Company to
state its capital is as reduced by Resolution 1.
Circular to Shareholders
The Company will today post a circular to shareholders to convene the General
Meeting which is to be held at 33 Cavendish Square, London, W1AG 0PW at 1.30
p.m. on 2 April 2009.
A copy of the circular is available from the Company's website at
www.hurlinghamplc.co.uk.
Enquiries:
Hurlingham PlcTel: 020 7706 2121
Andrew Blurton
Teathers Tel: 020 7426 9000
Nominated Adviser
Jeff Keating / Simon Brown
DEFINITIONS
+--------------------------------+------------------------------------------------+
| "AIM" | the AIM market of the London Stock Exchange |
+--------------------------------+------------------------------------------------+
| | |
+--------------------------------+------------------------------------------------+
| "AIM Rules for companies" | the rules for companies published from time to |
| | time by the London Stock Exchange relating to |
| | the operation of AIM |
+--------------------------------+------------------------------------------------+
| | |
+--------------------------------+------------------------------------------------+
| "'A' Shares" | all or any of the 100 unlisted issued 'A' |
| | ordinary shares of 75p each of the Company, |
| | with a total nominal value of GBP75 |
+--------------------------------+------------------------------------------------+
| | |
+--------------------------------+------------------------------------------------+
| "the Companies Act" | the Companies Act 1985 and the Companies Act |
| | 2006 |
+--------------------------------+------------------------------------------------+
| | |
+--------------------------------+------------------------------------------------+
| "Company" or "Group" | Hurlingham Plc and, where the context |
| or "Hurlingham" | requires, its subsidiary undertakings |
+--------------------------------+------------------------------------------------+
| | |
+--------------------------------+------------------------------------------------+
| "Directors" or the "Board" | any or all of the directors of Hurlingham from |
| | time to time both past and future, who at the |
| | date of this announcement are Andrew Francis |
| | Blurton and David James St. Clair Low |
+--------------------------------+------------------------------------------------+
| | |
+--------------------------------+------------------------------------------------+
| "Form of Proxy" | the form of proxy for use in connection with |
| | the General Meeting |
+--------------------------------+------------------------------------------------+
| | |
+--------------------------------+------------------------------------------------+
| "General Meeting" | the general meeting of the Company to be held |
| | at 1.30 p.m. on 2 April 2009, notice of which |
| | is set out in the circular to be sent to |
| | shareholders today, or any adjournment thereof |
+--------------------------------+------------------------------------------------+
| | |
+--------------------------------+------------------------------------------------+
| "Half-Yearly Financial Report" | the half-yearly financial report of Hurlingham |
| | Plc for the six months ended 31 March 2008, |
| | issued by the Company to its shareholders on |
| | 30 June 2008 |
+--------------------------------+------------------------------------------------+
| | |
+--------------------------------+------------------------------------------------+
| "Investing Company" | an AIM Company which, in the opinion of the |
| | London Stock Exchange, has as a primary |
| | business the investing of its funds in the |
| | securities of other companies or the |
| | acquisition of a particular business |
+--------------------------------+------------------------------------------------+
| | |
+--------------------------------+------------------------------------------------+
| "Ordinary Shares" | all or any of the 2,905,606 ordinary shares of |
| | 75p each in issue in the capital of the |
| | Company at the date of this announcement |
+--------------------------------+------------------------------------------------+
| | |
+--------------------------------+------------------------------------------------+
| "Shareholders" | holders from time to time of the Ordinary |
| | Shares |
+--------------------------------+------------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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