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Asite PLC (ASE)

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Friday 27 March, 2009

Asite PLC

Proposed cancellation of admi

RNS Number : 5792P
Asite PLC
27 March 2009


Proposed cancellation of admission to trading on AIM of the Ordinary Shares

 Proposed re-registration as a private limited company 

Proposed capital reorganisation

The Board of Asite announces that it will be seeking shareholder approval to cancel the admission to trading on AIM of the Ordinary Shares (to 'delist'), to re-register Asite as a private company and to effect a capital reorganisation.  The resolution to delist, to be proposed at a general meeting to be held at Cheapside House, 138 Cheapside, London EC2V 6BJ on 20 April 2009 at 3.30 not conditional upon the resolutions to re-register Asite as a private company and/or to approve the capital reorganisation being passed at the General Meeting.

It is expected that, subject to Shareholder approval at the General Meeting and the consent the holders of B Shares, the cancellation of admission to trading on AIM of the Ordinary Shares will be effective from 7.00 a.m. on 28 April 2009.  

Full details of the proposed delistingre-registration of Asite as a private company and capital reorganisation, including details of what action Shareholders should take, will be set out in the circular to be posted to Shareholders shortly.  A copy of the circular will be made available on Asite's website, and a summary is given below. Unless otherwise defined, terms used in this announcement have the meaning given to them in the circular. 

Delisting and Re-registration

For some time the Directors have been reviewing the merits or otherwise of the Company being a public limited company with its Ordinary Shares admitted to trading on AIM. The following factors were taken into account in their review:

  • The Company would benefit from substantial administrative cost savings as a result of the Delisting and Re-registration. Such cost savings include professional fees associated with the admission of the Ordinary Shares to trading on AIM (including legal, accounting, broking, London Stock Exchange and nominated adviser costs). In addition, further administrative costs and professional fees will be saved because of the Re-registration, including lower accounting and audit fees. The Directors estimate these costs to be in the region of £100,000 per annum. It should be noted that the Company's non-executive directors do not charge fees for their services.

  • The Re-registration would result in reduced internal administrative costs by removing the Company's ongoing compliance obligations as a publicly quoted company and free up further management time. 

  • Reduction of the costs referred to above would help to reduce the Group's ongoing requirement for further funding (which may prove difficult to secure in the current economic environment) and also provide the Group with resources to invest in business development.

  • The Directors believe that the Delisting would enable the Company to implement its strategy with more flexibility and without needing to comply with the reporting and other requirements imposed by AIM.

  • Despite being admitted to trading on AIM, the Ordinary Shares have a very low liquidity.

  • The Directors believe that the nominal value of the New Ordinary Shares (i.e., the ordinary shares following the Capital Reorganisation) will make it easier for the Company to raise funding in future. The Company's market capitalisation is currently lower than the nominal value of the Ordinary Shares.

The Directors are aware that Shareholders may still wish to acquire further or dispose of New Ordinary Shares (or, if the Resolution relating to the Capital Reorganisation is not passed, Ordinary Shares) and, accordingly, the Company intends to use reasonable endeavours to create and maintain a matched bargain settlement facility for these shares (but not the Deferred Shares). Under this facility, Shareholders or persons wishing to acquire shares will be able to leave an indication with the matched bargain settlement facility provider 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, the matched bargain settlement facility provider will contact both parties and then effect the order. Shareholders who do not have their own broker will need to register with the matched bargain settlement facility provider as a new client. This can take some time to process and therefore Shareholders who consider they are likely to avail themselves of this facility are encouraged to commence it at the earliest opportunity. The contact details of the matched bargain settlement facility provider once arranged will be made available to Shareholders on the Company's website  

There is no obligation on Shareholders to use the matched bargain settlement facility referred to above. Shareholders can effect further transactions in the New Ordinary Shares (or, if the Resolution relating to the Capital Reorganisation is not passed, Ordinary Shares) off market at any price agreed between the relevant parties. Once the transaction has been agreed the relevant parties should contact the Company's registrar, whose contact details can be found on the Company's website. It is the Directors' current intention to retain Capita Registrars as the Company's registrar.  

Based on this review the Directors have concluded that it would be in the best interests of Shareholders and the Company to effect the Delisting and Re-registration. The Resolution approving the Delisting is not conditional on approval of any of the other Resolutions. The Resolution approving the Re-registration is conditional on the Resolution relating to the Delisting being approved and taking place.  

Capital Reorganisation

For a number of years the Ordinary Shares have been trading significantly below their nominal value (of 10 pence each) which has meant that it is extremely difficult for the Company to raise any new funds or use the Ordinary Shares to acquire other companies or businesses. Accordingly, it is proposed that, conditional upon the resolution approving the Delisting being passed and the Delisting taking effect that every 500 Ordinary Shares be consolidated into one new £50 ordinary share, that each new £50 ordinary share be subdivided into 50 ordinary shares of £1 each and that each new ordinary share of £1 each be subdivided and converted into one New Ordinary Share (of 1 pence) and one Deferred Share (of 99 pence).  The rights attaching to the New Ordinary Shares will, apart from the change in nominal value, be identical in all respects to those of the Ordinary Shares.  The Deferred Shares will, for all practical purposes, be valueless (and will be non-voting and non-transferable without the Company's consent) and it is the Board's intention, at an appropriate time, to take steps to cancel the Deferred Shares.  Fractional entitlements to shares will be dealt with as set out in the circular. 

Existing share certificates will cease to be valid following the Capital Reorganisation and new share certificates will be issued in due course. No certificates will be issued in respect of the Deferred Shares. 

Walter GoldsmithChairman of Asite comments:

'Like the rest of the UK economy, the Group is operating in challenging economic times. The proposal to delist, which is unanimously recommended to Shareholders by the Board, has been assessed against this background.  Notwithstanding, this represents an opportunity for the Group to redeploy overhead and professional costs into business and product development, thereby further consolidating our position. We intend to build on the success of the growth we have experienced over the past two years to create the pre-eminent supplier of collaboration and procurement solutions to the UK construction and associated sectors and in doing so to create an acceptable return for Shareholders'

For further information:

Asite plc

Tel: 020 7749 7880

Tony Ryan, Chief Executive Officer

Nathan Doughty, Chief Operating Officer

Gordon Ashworth, Non-Executive Director

Deloitte LLP

Tel: 020 7936 3000

Jonathan Hinton

John Ball

This information is provided by RNS
The company news service from the London Stock Exchange