Proposed De-Listing and Notic

RNS Number : 1242Z

GruppeM Investments PLC

16 July 2008

 

16 July 2008

 

GruppeM Investments Plc

(“GruppeM” or the “Company”)

 

Proposed De-Listing and Notice of Annual General Meeting

 

Introduction

 

The Company announces that it is seeking Shareholders’ approval for the cancellation of admission to trading on AIM of the ordinary shares of 1p each (“Ordinary Shares”) (the “De-Listing”). 

 

Details of the De-Listing are contained within a circular being sent to Shareholders today, together with the notice of Annual General Meeting (“AGM”).

 

Background to the De-Listing

 

The Company was admitted to trading on AIM on 18 February 2005 and it acquired GruppeM Hong Kong Limited on 25 October 2006 whose activities comprised the retailing of Porsche motor cars in the Shandong Province of China.

 

The Chinese auto market is expanding at such a fast rate that many excellent business opportunities exist. In order to take advantage of these opportunities, it is necessary to raise funds very quickly to avoid losing out to competitors. However, with the prevailing conditions within the financial markets, the Board believes it is not practicable for the Company to raise the funds required while maintaining trading on AIM within the desired time frame and in the light of the limited trading liquidity in the Company’s shares. 

 

Therefore, the Directors have undertaken a review of the benefit of the Company continuing to be traded on AIM, recognising the following key factors:

 

·     the limited stock market appreciation of the Company’s two business areas in China;

 

·     the concentration of the Company’s Shareholder base, of which Kenny Chen, Chief Executive Officer, is beneficially interested in approximately 79.94 per cent, which has resulted in limited trading liquidity in the Ordinary Shares; and

 

·     the costs and regulatory burdens associated with maintaining the Company on AIM.

 

The Directors have concluded that it is no longer in the best interests of the Company or its Shareholders 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 notified the London Stock Exchange of the De-Listing which is conditional upon the consent of not less than 75 per cent of votes cast by Shareholders at the Annual General Meeting.

 

Consequently, a resolution is being proposed (the “De-Listing Resolution”) that the Company’s admission to trading on AIM is cancelled. Kenny Chen, Director, has irrevocably undertaken to vote in favour of the De-Listing Resolution through Pinocelle S.A. in respect of his beneficial holding which amounts to 79,944,444 Ordinary Shares, representing 79.94 per cent of the Company’s issued share capital. Subject to the requisite Shareholder approval, the De-Listing is expected to be effective from 7.00 a.m. on 3 September 2008. 

 

Strategy following the De-Listing

 

Following the De-Listing, the Directors intend to continue to focus on enhancing Shareholder value through the Company’s two business area in China, namely the retailing and servicing of Porsche cars in the Shandong Province and the importation of Aston Martin cars.

 

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

 

Transactions in the Ordinary Shares following the De-Listing

 

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 seeking to do so should contact the Company Secretary in writing at the Company’s Registered Office at Suite 1.3 Buckingham Court, 78 Buckingham Gate, London SW1E 6PD.

 

Shareholders should note that the Company will initially remain subject to the provisions of the City Code on Takeovers and Mergers.

 

Annual General Meeting

 

A circular containing the notice of the Annual General Meeting to be held at 19 Cavendish Square, London W1A 2AW at 11.00 a.m. on 26 August 2008 is being sent to Shareholders today in which the Directors unanimously recommend that Shareholders vote in favour of the resolutions to be proposed at the Annual General Meeting to cancel the admission to trading on AIM of the Ordinary Shares and also:

 

1.         to receive the Company's report and accounts for the financial period ended 31 December 2007, together with the Directors’ report and auditors' report on those accounts;

2.         to re-appoint Littlejohn as auditors of the Company to hold office from the conclusion of the meeting to the conclusion of the next meeting at which the accounts are laid before the Company, at a remuneration to be determined by the Directors; and

3.         to re-elect as a Director, Raymond Man, who retires by rotation and offers himself for re-election.

 

For more information please contact:

 

GruppeM Investments Plc

Kenny Chen

Tel: [phone]

 

Shore Capital and Corporate Limited

Alex Borrelli

Tel: [phone]

 

Further information on GruppeM Investments Plc can be found on the Company's website: www.gruppemplc.com.

 

 

 

 

END

 

 

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