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Casdon PLC (CDY)

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Friday 01 August, 2014

Casdon PLC

Proposed Cancellation and Notice of AGM

RNS Number : 9614N
Casdon PLC
01 August 2014
 



Casdon plc

 

("Casdon" or "the Company")

 

Proposed cancellation of admission to trading on AIM and Notice of AGM

 

Casdon announces its intention to seek shareholder approval for the cancellation of admission to trading on AIM ("Cancellation") of its ordinary shares of 10p each ("Ordinary Shares").

 

An explanatory circular has today been posted to shareholders setting out the background to and reasons for the Cancellation and the reasons why the Directors believe that this is in the best interests of the Company and shareholders as a whole, and their recommendation to shareholders to vote in favour of the resolution approving the Cancellation (the "Cancellation Resolution"). The circular posted to shareholders also contains a notice convening the Company's AGM on 26 August 2014 (the "AGM"), and is available on the Company's website, www.casdon.com.

 

For further information please contact:

 

Casdon plc

 

Paul Cassidy - Chairman               01253 766 411

 

Zeus Capital Limited

 

Nick Cowles/Jamie Peel                               0161 831 1512

 

 

1.    Introduction and reasons for the proposed Cancellation

 

The size of the Company and the lack of liquidity of the market in the Company's shares have led the Directors to undertake a review of the merits or otherwise of the Company continuing to be admitted to trading on AIM. The Directors have concluded that a proposal to cancel Admission should be made to the Shareholders at the Annual General Meeting. In reaching this decision to propose this to Shareholders, the Directors have taken the following factors into account:

 

1.1  given the overall market, the Directors are of the opinion that it is difficult for the Company to attract any or meaningful equity investment through its listing on AIM;

 

1.2  the AIM listing of the Ordinary Shares is not offering investors the opportunity to trade in meaningful volumes within the market. In the calendar year 2014 to date, less than 30 trades in the Ordinary Shares of the Company have been executed, with total monetary value of approximately £85,000;

 

1.3  the Directors estimate that annual direct and indirect costs of maintaining the listing of the Ordinary Shares on AIM are at least £40,000. This estimate includes listing expenses and AIM advisory fees. The Directors consider that these costs are disproportionately high versus the benefits of trading on AIM and that these funds could be better utilised within the business;

 

1.4  the susceptibility of the share price to the wider general equity market conditions is not to the benefit of the business; and

 

1.5  maintaining the listing of the Ordinary Shares on AIM and complying with the associated regulatory requirements requires a significant amount of senior management time, and the Directors do not believe this time cost is proportional to the benefits of the listing.

 

2.    Process for Cancellation

 

In accordance with Rule 41 of the AIM Rules for Companies (the "AIM Rules"), the Company has notified AIM Regulation of the intention to delist, giving at least 20 business days' notice. Under the AIM Rules, it is also a requirement that the Cancellation Resolution must be approved by not less than 75 per cent of those present and entitled to vote or voting by proxy in a general meeting. Accordingly, the resolution numbered 8 in the Notice seeks Shareholder approval for the cancellation. Subject to the Cancellation Resolution being passed by the requisite majority at the AGM, and following a further five business days (which must pass following approval by the Shareholders in accordance with the AIM Rules), it is expected that trading on AIM in the Ordinary Shares will cease at the close of business on 2nd September 2014 with the Cancellation becoming effective from 7.00am on 3rd September 2014.

 

3.    Effect of the Cancellation on Shareholders

 

The principal effects of the Cancellation would be that:

 

3.1  there would no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares on AIM or any other market or trading exchange;

3.2  the Company would not be bound to announce material events, such as interim or final results, material transactions or administrative changes;

3.3  the Company would no longer be bound to comply with the corporate governance requirements for companies with shares admitted to trading on AIM; and

3.4  the Company would no longer be required to comply with the AIM Rules (or to have a nominated adviser), and Shareholders would no longer be required to vote on certain matters prescribed by the AIM Rules.

 

The Directors intend to keep Shareholders informed of the Company's progress and remain committed to high standards of corporate governance. As such the Directors will:

 

3.5    post items of relevant news on the Company's website (http://www.casdon.com)

3.6    continue to provide Shareholders with copies of the Company's audited accounts in accordance with the applicable statutory requirements

3.7    operate the Company to corporate governance standards appropriate for a company with approximately 200 shareholders.

 

Following the Cancellation, although the Ordinary Shares will remain transferable, they will no longer be tradable on AIM. Consequently, it is likely to be more difficult for a Shareholder to purchase or sell any Ordinary Shares following the Cancellation. With this in mind, the Directors intend, following the Cancellation, to set up a matched bargain arrangement with JP Jenkins Limited to enable Shareholders to trade the Ordinary Shares. Under this facility, it is intended that Shareholders or persons wishing to acquire Ordinary Shares will be able to leave an indication with JP Jenkins Limited 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, JP Jenkins will contact both parties and then effect the bargain. Shareholders who do not have their own broker may need to register with JP Jenkins Limited as a new client. This can take some time to process and therefore shareholders who consider they are likely to use this facility are encouraged to commence it at the earliest opportunity. Once the facility has been arranged, details will be made available to shareholders on the Company's website. Alternatively, JP Jenkins can be contacted by phone on 0207 469 0938, or by email at [email protected]

 

Shareholders should note that, even if the Cancellation is approved and becomes effective, the Company will remain subject to the provisions of the City Code on Takeovers and Mergers (the "City Code") for a period of 10 years. The City Code provides an orderly framework within which takeovers and mergers are conducted and operates principally to ensure that shareholders are treated fairly and not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment. The City Code will however cease to apply to the Company 10 years after the Cancellation becomes effective. However, the regulatory regime imposed through the AIM Rules, which applies solely to companies with shares admitted to trading on AIM, will no longer apply. Upon Cancellation becoming effective, Zeus Capital Limited will therefore cease to be nominated adviser and broker to the Company.

 

4.    AGM

 

The notice convening the AGM to be held at Casdon Plc, Cornford Road, Blackpool, Lancashire, FY4 4QW at 3pm on 26 August 2014 is set out at the end of the circular posted to shareholders this morning and posted on the Company's website, www.casdon.com.

 

5.    Recommendation

 

The Directors believe that the Cancellation Resolution is in the best interests of the Company and unanimously recommend that you vote in favour of it as they intend to do in respect of their own beneficial shareholdings which total 2,817,076 Ordinary Shares and represent approximately 51% of the issued Ordinary Share capital of the Company.

 

 

 

 


This information is provided by RNS
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