Cancellation of Listing

RNS Number : 1592J

Axis Intermodal PLC

28 November 2008

 



Axis Intermodal plc

('Axis' or 'the Company')

PROPOSED DE-LISTING FROM AIM AND RE-REGISTRATION AS A PRIVATE COMPANY

Introduction

The Company today announces that it is seeking Shareholder approval for the cancellation of admission to trading on AIM of the Ordinary Shares ('De-listing') and the re-registration of the Company as a private company ('Re-registration'). 

This announcement provides detail on the background to the De-listing and the Re-registration, to explain why the Directors unanimously consider the De-listing and the Re-registration to be in the best interests of the Company and its Shareholders as a whole.

Recent Trading

On 25 September, 2008 the Company announced interim results for the six months ended 30 June 2008 in which the Chairman made the following statement:

'The growth we have seen this year so far has been good and there are indications that we will succeed in our expansion plans for this year and beyond. However, we live in uncertain times and Axis cannot assume that it will defy gravity as clouds of recession continue to develop.'

Since this date the economic environment has not improved. In particular, the uncertainty of the credit market has severely restricted opportunities to expand the Company's fleets due to the Company's KG partners' limited access to funding and the Board expects this to remain the case throughout 2009.

 Background to the De-Listing and Re-registration

The Company's Ordinary shares were admitted to trading on AIM on 1 September 2004. Since that date the closing middle market share price has been in a range between 4.375 pence per Ordinary Share and 18 pence per Ordinary Share. The closing middle market price per Ordinary Share was 7.625 pence on 27 November 2008, being the last business day prior to this announcement.  During this period, the Company has paid dividends totalling 0.95 pence per Ordinary share. Given the recent trading and share price performance of the Company, the Directors have recently undertaken a review of the benefits and disadvantages of the Company continuing to be traded on AIM and of being a public company and concluded that the costs and strains on management time associated with maintaining the listing are no longer commensurate with the benefits of the listing. The Directors have therefore concluded that it is no longer in the best interests of the Company or its Shareholders taken as a whole to maintain admission to trading on AIM of the Ordinary Shares.  

The De-listing

In accordance with Rule 41 of the AIM Rules, the Company has today informed the London Stock Exchange of the De-listing. This notice is conditional upon the consent of not less than 75% of votes cast by Shareholders at the General Meeting. 

The Notice of General Meeting, which is being sent to Shareholders today, contains a resolution which proposes that the Company's admission to trading on AIM is cancelled. 

Subject to the requisite Shareholder approval, the De-listing is expected to be effective from 7:00 a.m. on Monday 5 January 2009.

The Re-registration

In accordance with section 53 of the Companies Act 1985, the Company proposes to be re-registered as a private company with the name of 'Axis Intermodal Limited' with effect from the date approval is received from the Registrar of Companies and that the memorandum of association of the Company be altered for this purpose. 

The Notice of the General Meeting contains a resolution which proposes that the Company be re-registered as a private company. 

Operational Review following the De-listing and Communication with Shareholders

Following the De-listing, the Board intends to undertake a review of the costs and overhead of the holding company and the truck and trailer division and its management. Ernie Clemson, the Managing Director of this division, will be 67 next year and will retire during the year.

 The Board also intends to change, subject to the De-listing the year-end of the company from 31 December to 31 March.

The Directors intend to continue to keep Shareholders informed of the Company's progress through regular updates on the website www.axisintermodal.com. 

Dividend Policy

In respect of its most recent financial year-end, being 31 December 2007, the Company paid a dividend of 0.40 pence per Ordinary Share. In respect of the interim period ended 30 June 2008 the Company paid a further dividend of 0.25 pence per Ordinary Share.

Subject to the Company's operating results, financial condition, future prospects, profits legally available for distribution and other factors deemed by the Directors to be relevant at the time the Company proposes to continue its existing policy in respect of dividends following the De-listing.

Transactions in the Ordinary Shares following the De-listing and Re-registration

Following the De-listing, there will be no market facility for dealing in the Ordinary Shares. However, while there can be no guarantee of any Shareholders being able to purchase or sell any Ordinary Shares, any Shareholder wishing to do so should contact the Company Secretary in writing at the Company's registered office at 15 Fenlock Court, Lower Road, Long Hanborough, Oxfordshire, OX29 8LN. The Company Secretary will keep a record of all interested potential purchasers and sellers and will seek to match them where possible.

Share Buy-Back

Subject, inter alia, to available cash reserves and taking into account the financial position and prospects of the Company at the time, the Directors propose that the Company will consider a share buy-back programme available to all Shareholders. This share buy-back programme would require further Shareholder approval and it is proposed that, if implemented, it would be implemented within a period of not more than two years from the date of the De-listing and shall be at a price of no more than 7.625 pence per Ordinary Share, equivalent to the closing mid market price per Ordinary Share on 27 November 2008, being the last business day prior to publication of this announcement.  There can be no guarantee that any such buy-back programme will be implemented, nor of the terms proposed.

General Meeting

The Company will hold a General Meeting at 10:00 a.m. on 23 December 2008 at which the resolutions to approve the cancellation of the admission to trading on AIM of the Ordinary Shares and the re-registration of the Company as a private company will be proposed as special resolutions. 

If these resolutions are passed by the Shareholders at the General Meeting then it is anticipated that:

• the cancellation of the admission to trading on AIM of the Ordinary Shares will become effective from 7:00 a.m. on 5 January 2009; and

• the Company will be re-registered as a private company, effective 20 January 2009.

Recommendation

The Directors are of the opinion that the De-listing and the Re-registration are in the best interests of the Company and its Shareholders as a whole, and unanimously recommend that Shareholders vote in favour of the Resolutions, as they intend to do so in respect of their own shareholding and any shares in which they are beneficially interested representing in aggregate approximately 37.2% of the issued Ordinary Shares of the Company as at the date of this document.   

In addition, a further 30.8% of Shareholders have provided indications of their current intention to vote in favour of the De-listing and Re-registration.

Therefore, in total the Board has received expressions of intent to vote in favour of the De-listing from Shareholders representing 68% of the issued Ordinary Share capital of the Company.

Contacts

Axis Intermodal plc Robert J. Montague, Executive Chairman	Tel: [phone]
Strand Partners Limited (Nominated Adviser) James Harris/ Paul Cocker	Tel: [phone]
SVS Securities plc (Broker) Ian Callaway	Tel: [phone]

 

END

 

 

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