TIDMGCH

RNS Number : 4463H

Green China Holdings Limited

19 May 2014

GREEN CHINA HOLDINGS PLC

PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM AND NOTICE OF GENERAL MEETING

Green China Holdings plc (the "Company") announces its intention to seek Shareholders' approval for the cancellation of admission to trading of its ordinary shares of US$0.0002 each ("Ordinary Shares") to trading on AIM ("Delisting"). An explanatory circular has today been posted to Shareholders setting out the background to and reasons for the Delisting, the reasons why the Directors believe that this is in the best interests of the Company and its Shareholders as a whole and their recommendation to Shareholders to vote in favour of the resolution on the Cancellation ("Resolution"). The Company has received an irrevocable undertaking from Hellena Louise Wang who holds 38,882,567 Ordinary Shares, representing approximately 75.4% of the total issued share capital of the Company, to vote in favour of the Resolution.

A general meeting ("General Meeting") of the Company will be held on 3 June 2014 at which the Resolution will be proposed to Shareholders for approval. A notice convening the General Meeting is set out in the circular to Shareholders which is available on the Company's website, at www.greenchinaholdings.com.

Enquiries:

 
 Green China Holdings Limited 
  Luke Webster, Executive Director    07970 066390 
 Cairn Financial Advisers LLP 
  James Caithie / Avi Robinson        020 7148 7900 
 
   1.   Reasons for the Cancellation 

The principal reasons for the Admission of the Ordinary Shares to trading on AIM in 2012 were as follows:

-- To enhance the Group's corporate status and profile with its customers (both existing and prospective) and its other stakeholders, including suppliers and potential partners by being a company traded on AIM;

-- To provide it with finance to support the Company's growth strategy and to provide it with access to capital, if required, to support further growth in the future;

-- To attribute a value to its Ordinary Shares so as to provide a mechanism of making available Ordinary Shares as a means of retaining and incentivising employees should this be deemed desirable in the future;

   --    broaden the Group's shareholder base; and 
   --    achieve international profile and recognition. 

Having recently undertaken a review of both the advantages (such as ability to raise new funds on AIM, the Company's enhanced profile as an AIM Company and ability to make acquisitions) and disadvantages (such as cost and management time) of maintaining Admission, the Directors have concluded that it is no longer in the best interests of the Company or its Shareholders to remain on AIM.

Although the Company has grown its revenue and profits during its time on AIM, changes in the fertiliser industry within China have meant that the Company has not been able to grow its franchisee base as it would have liked during 2013. This has meant that the Company has been unable to attract new investors and increase its liquidity and interest in the shares. Although the foundations of the current business are stable and solid, the Directors do not believe that the negative view of Chinese small cap companies on AIM is likely to alter in the near term, meaning that a likelihood of any further fundraising in the short term is non-existent. The Directors consider that the costs and regulatory requirements associated with maintaining a listing on AIM outweigh the benefits.

Pursuant to AIM Rule 41, the Delisting can only be effected by the Company after securing a resolution of Shareholders in a general meeting passed by a requisite majority, being not less than 75 per cent. of the votes cast by Shareholders (in person or by proxy). Under the AIM Rules, the Delisting can only take place after the expiry of a period of twenty Business Days from the date on which notice of the Delisting is given. In addition, a period of at least five Business Days following the Shareholder approval of the Delisting is required before the Delisting may be put into effect.

The Company has notified the London Stock Exchange of the proposed Delisting. In the event that Shareholders approve the Resolution approving the Delisting, it is anticipated that the trading in the Ordinary Shares on AIM will cease at close of business on 16 June 2014 with the Delisting taking effect at 7 am on 18 June 2014.

   2.   Effect of Delisting 

The principal effect of the Delisting is that cancellation in the trading of the Ordinary Shares on AIM will substantially reduce the liquidity and marketability of Ordinary Shares. In addition, there would be no public stock market in the UK on which Shareholders can trade their Ordinary Shares, and the Company would no longer be required to comply with the AIM Rules.

The Company's CREST facility will be cancelled and, although the Ordinary Shares will remain transferable, they will cease to be transferable through CREST. However, the Company has retained the services of its Registrars, Capita Registrars to facilitate any private transfer of shares. All Shareholders shall be issued with share certificates and should they wish to execute a trade they should confirm details with the Registrars by sending details of the trade and their share certificate to Capita Registrars (Guernsey) Limited, Mont Crevelt House, Bulwer Avenue, St Sampson, Guernsey, GY2 4LH, Channel Islands.

Immediately following the Delisting, there will be no formal trading facility for dealings to take place in Ordinary Shares and no price for them will be publicly quoted. It is not the Board's intention to implement any form of dealing facility to enable trades in the Ordinary Shares to occur.

   3.   Current Trading 

The Company issued its unaudited interim financial statements for the period ended 30 June 2013 on 26 September 2013. Those results can be found on the Company's website at www.greenchinaholdings.com. Since those results the Company has continued to trade profitably as expected. In addition, following Chinese New Year the government have begun to deal with the backlog of applications for VAT exemptions for new stores meaning that new franchise stores are now being opened under the Company's brand although this has taken a little longer than expected.

   4.   General Meeting 

The General Meeting of the Company is to be held at the offices of Proton Invest Holdings Ltd., 7 Floor, 10 Block Shenzhen Software Park Keji Middle 2nd Road, Nanshan District, Shenzhen, Guangdong, P.R. China 518000 at 8:00am (3:00pm Hong Kong time) on 3 June 2014 at which the Resolution will be put to Shareholders.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Latest time and date for receipt of       9:00am (4:00pm Hong 
  Forms of Proxy                            Kong time) on 29 May 
                                            2014 
 
 General Meeting                           8:00am (3:00pm Hong 
                                            Kong time) on 3 June 
                                            2012 
 
 Last day of dealings in Ordinary Shares   17 June 2014 
  on AIM 
 
 Delisting takes effect                    7:00am (2:00pm Hong 
                                            Kong time) on 18 June 
                                            2014 
 

All of the times referred to in this document refer to London time unless otherwise stated.

Dates set against events that are expected to occur after the expected date of the General Meeting assume that the General Meeting is not adjourned and that the Resolution is passed at the General Meeting.

All of these times and dates are subject to change at the Company's discretion. In the event of any change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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