« Proventec » ou la « Société »

Communiqué de presse
24 janvier 2012
Proventec plc
(« Proventec » ou la « Société »)
Proposition d’annulation d’admission à la négociation sur l’AIM
Avis d’Assemblée générale
Le Conseil de Proventec plc (AIM:PROV, Alternext:ALTPC), fournisseur de
technologies spécialisées de nettoyage à la vapeur et de produits d’entretien, a
annoncé aujourd’hui que la Société souhaite obtenir l’autorisation de ses actionnaires
pour annuler l’admission à la négociation sur le second marché des investissements
(AIM) de ses actions ordinaires (ci-après les « Actions ordinaires ») à 10 p. chacune
(ci-après « Annulation AIM »). Une circulaire est adressée ce jour aux actionnaires de
la Société les convoquant à une Assemblée Générale se tenant à 11h00 le jeudi 9
février 2012 au 30 Crown Place, EC2A 4ES Londres, afin de leur y demander ladite
autorisation (ci-après « l’Assemblée Générale ») et expliquant le contexte de la
proposition d’Annulation AIM ainsi que des raisons pour lesquelles les Administrateurs
ont unanimement considéré que la proposition d’Annulation AIM était globalement
dans le meilleur intérêt de la Société et des ses actionnaires, et des raisons pour
lesquelles ils recommandent aux actionnaires de voter en faveur de la proposition
d’Annulation AIM lors de l’Assemblée Générale (ci-après la « Circulaire »).
Il convient de noter que la Société entend maintenir la cotation de ses actions
ordinaires (et de ses emprunts obligataires) sur Alternext, et que la proposition
d’Annulation AIM n’a aucunement vocation à remettre en cause ces cotations.
Cette Circulaire sera également mise à la disposition des investisseurs dans la section
du site de Proventec qui leur est consacrée sur www.proventecplc.com.
À propos de la proposition d’Annulation AIM, David Chestnutt, Directeur général de
Proventec, a déclaré : « Une part importante des actionnaires de la Société étant
domiciliés dans la zone euro, nous pensons que la cotation actuelle sur Alternext peut
leur servir dans le cadre de futures négociations, ce qui, outre les importantes
économies de coûts que notre proposition de retrait de l’AIM peut générer, pousse le
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Conseil à recommander aux actionnaires de la Société de voter en faveur de la
résolution qui sera mise aux voix lors de l’Assemblée Générale. »
- Fin du communiqué Pour plus d’informations, merci de contacter :
Proventec plc
David Chestnutt, Directeur général
Tél. : + 44 (0) 151 706 0626
www.proventecplc.com
[email protected]
Seymour Pierce Limited
Nicola Marrin
Tél. : + 44 (0) 20 7107 8047
Corporate Finance
www.seymourpierce.com
Demandes presse :
Abchurch Communications
Tél. : +44 (0) 20 7398 7702
Henry Harrison-Topham/Quincy Allan
www.abchurch-group.com
[email protected]
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The following information is extracted from a circular to Shareholders (the “Circular”)
expected to be posted today. Copies of the Circular will be available at the offices of
Seymour Pierce Limited (20 Old Bailey, London, EC4M 7EN) upon request. Definitions
used in the Circular apply in this announcement unless the context otherwise requires.
Proposed Cancellation of trading of Ordinary Shares on AIM
and Notice of General Meeting
1.
INTRODUCTION
The purpose of this announcement is to explain the background to the
proposed cancellation of trading of Ordinary Shares in Proventec on AIM (and
the reasons why the Board consider the proposed AIM Cancellation to be in
the best interests of the Company and its Shareholders as a whole) and to
seek your approval to the proposed AIM Cancellation at the General Meeting
to be convened for this purpose. The Notice of the General Meeting is set out
in the Circular.
It should be noted that the Company intends to maintain the listing of its
Ordinary Shares (and Loan Notes) on Alternext and the proposed AIM
Cancellation will not affect those listings.
Your attention is drawn to paragraph 7 below which contains a
recommendation from the Directors that you vote in favour of the Resolution to
effect the proposed AIM Cancellation.
2.
RATIONALE FOR THE AIM CANCELLATION
2.1
Having undertaken a review of both the advantages and disadvantages of
maintaining Admission of the Ordinary Shares to trading on AIM, the
Directors have concluded that a proposal to cancel the Admission should be
made to Shareholders in a General Meeting. In reaching the decision to
propose this to Shareholders, the Directors have taken the following factors
into account:2.1.1
given the overall market conditions for small listed companies, the
Directors are of the opinion that it is (and will continue to be) difficult
for the Company to attract meaningful equity investment through its
listing on AIM;
2.1.2
the AIM listing of the Ordinary Shares is not offering investors the
opportunity to trade in meaningful volumes or with frequency within
an active market;
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2.1.3
a significant proportion of the Company's shareholders (many of
whom are based outside the UK, often in the Eurozone) have
indicated to the Company that they would utilise the Alternext Listing
for trading purposes instead of AIM; and
2.1.4
the Directors estimate that annual direct and indirect costs of
maintaining the listing of the Ordinary Shares on AIM are at least
£140,000. This estimate includes listing expenses and AIM advisory
fees (and excludes (a) any indirect cost savings associated with the
considerable amount of senior executive time which is currently spent
dealing with the issues related to the AIM listing and (b) the costs of
maintaining the Alternext listing (which will continue)).
2.2
Following careful consideration, the Board believes that it is in the best
interests of the Company and Shareholders to effect the AIM Cancellation at
the earliest opportunity - (and the Company has notified the London Stock
Exchange of the proposed AIM Cancellation). If Shareholders approve the
proposed AIM Cancellation, it is anticipated that the last day of dealings in
the Ordinary Shares will be 21 February 2012 and that the effective date of
the AIM Cancellation will be 22 February 2012.
3.
PROCESS FOR AIM CANCELLATION AND PRINCIPAL EFFECTS OF
THE PROPOSED AIM CANCELLATION
3.1
In accordance with Rule 41 of the AIM Rules, the Company has notified the
London Stock Exchange of the proposed AIM Cancellation. Under the AIM
Rules, it is a requirement that the AIM Cancellation is approved by the
requisite majority of Shareholders voting at the General Meeting (being not
less than 75 per cent. of the votes cast whether present, in person or by
proxy). Accordingly, the Resolution seeks Shareholders' approval to the
AIM Cancellation. Subject to the Resolution approving the AIM Cancellation
being passed at the General Meeting, it is anticipated that trading in the
Ordinary Shares on AIM will cease at close of business on 21 February 2012
with the AIM Cancellation taking effect at 0700am on 22 February 2012.
3.2
The principal effects of the proposed Aim Cancellation would include
(amongst others):3.2.1
there would be no public stock market in the UK on which
Shareholders can trade their Ordinary Shares (although Shareholders
should note that the Alternext Listing would continue);
3.2.2
the Company will no longer be required to comply with the AIM Rules
(or to have a nominated adviser) – the Company will however
continue to be subject to the Alternext Rules (which, amongst other
things, requires the Company to provide financial updates to the
market at prescribed intervals but which would not for instance
require prior shareholder approval to any form of sales or disposals
by the Company, however material);
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3.2.3
the Company will no longer be required to comply with any of the
additional specific corporate governance requirements for companies
admitted to trading on AIM;
3.2.4
the Company's CREST facility will be cancelled and, although the
Ordinary Shares will remain transferable, they will cease to be
transferable through CREST. Instead, Shareholders who hold
Ordinary Shares in CREST will receive share certificates.
3.3
Shareholders should note that-, under current Code provisions, the
Company will remain subject to the provisions of the City Code on
Takeovers and Mergers for a period of at least 10 years from the effective
date of the proposed AIM Cancellation (expected to be 22 February 2012).
Accordingly, Shareholders will continue to receive the protections afforded
by the Code in the event that an offer is made to Shareholders to acquire
their Ordinary Shares.
4.
TRANSACTIONS IN THE ORDINARY SHARES FOLLOWING AIM
CANCELLATION
As a result of the proposed AIM Cancellation the Board recognises that it will
make it more difficult for the Shareholders to buy and sell Ordinary Shares in
the UK should they want to do so. The Alternext Listing will not be effected by
the AIM Cancellation and Shareholders are recommended to speak to their
brokers about the procedures (and any associated costs) for trading (or
enabling the ability to trade) on Alternext to assess whether such procedures
may be available to Shareholders holding certificated shares going forward (or
whether, for those currently holding through CREST, preparatory
arrangements can be put in place prior to the cessation of dealings in
CREST). The Board will, in any event, review on an on-going basis whether it
can facilitate trading on a matched bargain basis in the UK and Shareholders
interested in any such potential matched bargain arrangements should contact
the Company Secretary (on 00 44 151 706 0626) in the first instance.
Shareholders are also advised to seek advice from a stockbroker, solicitor,
accountant, or other appropriate independent professional adviser authorised
under the Financial Services and Markets Act 2000, as amended, if you are in
the United Kingdom or, if not, from another appropriately authorised
independent professional adviser in relation to any proposed sale of their
Ordinary Shares.
5.
GENERAL MEETING
The AIM Cancellation is conditional upon the passing of the Resolution at the
General Meeting. Accordingly, you will find set out in the Circular a notice
convening the General Meeting to be held at 30 Crown Place, London EC2A
4ES at 11 a.m on 9 February 2012, at which Shareholders will be asked to
consider and, if thought fit, approve the Resolution as set out in the Notice of
General Meeting.
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If Shareholders wish to buy or sell the Ordinary Shares on AIM they must
do so prior to the proposed AIM Cancellation becoming effective. As
noted above, in the event that Shareholders approve the proposed AIM
Cancellation, it is anticipated that the last day of dealings in the Ordinary
Shares on AIM will be 21 February 2012 and that the effective date of AIM
Cancellation will be 22 February 2012.
6.
ACTIONS TO BE TAKEN BY SHAREHOLDERS
You will find enclosed with the Circular a From of Proxy for use at the General
Meeting. To be valid, a Form of Proxy must be completed and signed in
accordance with the instructions thereon and returned to the Company's
registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU as soon as possible and in any event so as to be
received by no later than 11 a.m. on 7 February 2012. The completion and
return of a Form of Proxy will not prevent Shareholders who are entitled to
vote from attending and voting in person at the General Meeting if they so
wish. Crest members who wish to appoint a proxy or proxies through the
CREST electronic proxy service may do so for the General Meeting (and any
adjournment thereof) by using the procedures described in the CREST
manual. CREST personal members or other CREST sponsored members and
those CREST members who have appointed a voting service provider should
refer to their CREST sponsor or voting service provider who are able to take
the appropriate action on their behalf.
7.
RECOMMENDATION
Your Board considers the passing of the Resolution to be in the best interests
of the Company and its Shareholders as a whole. Accordingly, your Board
unanimously recommends that you vote in favour of the Resolution set out in
the Notice of General Meeting.
Yours sincerely
David Chestnutt
Chief Executive Officer
For and on behalf of the Board
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EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this document, the Notice of the General Meeting
and the Form of Proxy
24 January 2012
Latest time and date for receipt of Forms of Proxy for the General
Meeting of Shareholders
11 a.m. on 7 February
2012
General Meeting of Shareholders
11 a.m. on 9 February
2012
Last day of dealings in Ordinary Shares on AIM and in CREST
21 February 2012
Expected date of cancellation of admission to trading on AIM
22 February 2012
Notes:
8.
References to times in the Circular are to London time unless otherwise stated.
9.
If any of the above times and/or dates change, the revised times and/or dates will
be notified to Shareholders by an announcement through a regulatory information
service recognised by the London Stock Exchange.
10.
The cancellation of admission to trading on AIM requires the approval of not less
than 75 per cent of the votes cast by Shareholders at the General Meeting (and all
events in the above timetable following the General Meeting assume that the
Resolution is approved by Shareholders and that the General Meeting is not
adjourned).
DEFINITIONS AND GLOSSARY OF KEY TERMS
“£”
pounds sterling, the lawful currency for the
time being of the UK
"Admission"
the admission of the Ordinary Shares to
trading on AIM
"AIM"
a market operated by the London Stock
Exchange
"AIM Cancellation"
the cancellation of admission of the Ordinary
Shares to trading on AIM
"AIM Rules"
the current rules published by the London
Stock Exchange which set out rules and
responsibilities in relation to companies listed
on AIM Companies
"Alternext"
the Alternext stock market regulated by Euronext
Paris SA
"Alternext Listing"
the listing of (some or all of the) Ordinary Shares
on Alternext
"Alternext Loan Note Listing"
the listing of the Loan Notes on Alternext
"Alternext Rules"
the current rules published by Euronext Paris
SA which set out rules and responsibilities in
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relation to companies listed on Alternext
“Board” or “Directors”
the members of the board of directors of the
Company whose names are set out in page 3
of the Circular
"Capita" or "Registrars"
a trading division of Capita Registrars Limited
of The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU
"Circular"
this circular to Shareholders dated 24 January
2012
“Code”
the City Code on Takeovers and Mergers
"CREST"
the computerised system for the paperless
settlement of sales and purchase of securities
and the holding of uncertificated securities
operated by Euroclear UK & Ireland Limited
under the CREST Regulations
"CREST Regulations"
the Uncertificated Securities Regulations 2001
(SI 2001 No.3755), as amended (including
pursuant to the Companies Act 2006
(Consequential Amendments) (Uncertificated
Securities) Order 2009)
“Form of Proxy”
the form of proxy for use in connection with
the General Meeting accompanying the
Circular
“General Meeting”
the general meeting of the Company to be
held at 30 Crown Place, London EC2A 4ES
notice of which is set out on page 9 of the
Circular
“Group”
Proventec plc, its subsidiaries and subsidiary
undertakings
“Loan Notes”
the 7% fixed rate unsecured loan notes 2015
issued by the Company
“London Stock Exchange”
London Stock Exchange plc
"Ordinary Shares"
the fully paid ordinary shares of £0.10 each of
the Company
“Proventec” or “Company”
Proventec plc incorporated in England and
Wales with registered number 04134409
“Resolution”
the resolution set out in the notice of General
Meeting contained in the Circular
“Shareholders”
holders
of
Ordinary
Shares
(and
“Shareholder” shall be construed accordingly)
“UK”
United Kingdom
- Ends -
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