Proposed Cancellation of Trading on AIM
2009年4月27日 - 3:00PM
RNSを含む英国規制内ニュース (英語)
TIDMUTK
RNS Number : 1736R
UTEK Corporation
24 April 2009
Utek Corporation ("Utek" or the "Company")
Proposal to Cancel the Company's Admission to AIM
Utek has made a filing with the SEC of a preliminary Schedule 14A which contains
a proposed proxy statement and notice of annual general meeting. The document is
in draft form and is subject to the approval of the SEC before the final version
is available and posted to shareholders. In that filing, the Company is
proposing to put forward a resolution to shareholders to cancel the admission of
the Company's common stock to trading on AIM. If approved by at least 75% of
the votes cast at the general meeting, it is expected that the AIM cancellation
would take place some time in July and such date will be confirmed in due
course.
The draft text from the notice to shareholders is set out below.
Background and Reasons
In March 2005, the Company entered into an agreement with a placement agent
relating to the sale of up to 1,224,610 shares of its common stock. Pursuant to
the agreement, the placement agent sold all of these shares of common stock at a
price of $11.59 per share to certain eligible investors located outside the
United States. The closing of the offering was contingent upon, among other
things, the listing of the Company's common stock for trading on the Alternative
Investment Market of the London Stock Exchange. On April 11, 2005, the Company
received notification of the acceptance of the listing of its shares of common
stock on the Alternative Investment Market. The Company received approximately
$12.6 million of net proceeds in connection with the offering.
Subsequent to the initial listing of the Company's common stock on the
Alternative Investment Market, the Company has not been able to use this listing
as a means of raising additional equity capital from investors located outside
of the United States. In addition, the trading of the Company's common stock on
the Alternative Investment Market has generally been infrequent and of limited
liquidity.
In addition, the Company estimates that it spends approximately $150,000 per
year on maintaining the listing of its shares on the Alternative Investment
Market, including complying with disclosure and regulatory requirements that are
largely duplicative of those that the Company is required to comply with as a
U.S. public company. In this regard, the cancellation of the listing of the
Company's common stock on the Alternative Investment Market will not affect the
Company's primary listing on the NYSE Amex (the successor stock exchange to the
American Stock Exchange) or obligation to file periodic and current reports with
the SEC. Furthermore, matters relating to maintaining the listing of the
Company's common stock on the Alternative Investment Market are consuming an
increasing amount of management time, at the direct expense of organic growth
through new business development and growth through acquisitions.
In light of the foregoing and the need to conserve the Company's liquidity as a
result of the unprecedented instability in the global financial markets and the
general slowdown in the overall economy, the Company's Board of Directors has
determined that the additional costs associated with maintaining a second
listing on the Alternative Investment Market is inappropriate and that it is in
the best interests of the Company to cancel the listing of its shares of common
stock on the Alternative Investment Market. As a result, the Company is
requesting that stockholders approve this proposal to cancel the listing of the
Company's shares of common stock on the Alternative Investment Market of the
London Stock Exchange.
Key Stockholder Considerations
Before voting on this proposal or giving proxies with regard to this matter,
stockholders should consider the following factors:
* Subsequent to the cancellation of the listing of the Company's common stock on
the Alternative Investment Market of the London Stock Exchange, there would no
longer be a formal market mechanism enabling stockholders to trade their shares
of the Company's common stock through the Alternative Investment Market of the
London Stock Exchange.
* The cancellation of the listing of the Company's common stock on the
Alternative Investment Market of the London Stock Exchange will not affect the
Company's primary listing on the NYSE Amex. As a result, stockholders wishing to
trade shares of the Company's common stock subsequent to the cancellation of the
listing on the Alternative Investment Market will be able to do so through the
NYSE Amex.
* Subsequent to the cancellation of the listing of the Company's common stock on
the Alternative Investment Market of the London Stock Exchange, the Company
would continue to be subject to the disclosure and reporting requirements under
the Securities Exchange Act of 1934, including the requirement to file periodic
and current reports with the SEC. In addition, the Company would continue to be
required to comply with the corporate governance listing standards of the NYSE
Amex.
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| Contacts: |
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| |
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| USA: |
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| Allen & Caron, Inc. - PR advisers |
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| Brian Kennedy |
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| brian@allencaron.com |
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| 212-691-8087 |
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| |
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| UK: |
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| Fairfax I.S. Plc - AIM Nominated adviser and Broker |
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| Jeremy Porter |
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| + 44 (0)20 7598 5368 |
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