TIDMGINV
RNS Number : 4785L
Global Invacom Group Limited
06 September 2023
GLOBAL INVACOM GROUP LIMITED
("Global Invacom", the "Company" or the "Group")
PROPOSED CANCELLATION OF ADMISSION OF THE COMPANY'S SHARES TO
TRADING ON AIM
Singapore/London, 6 September 2023 - Global Invacom (SGX: QS9)
(AIM: GINV), the global provider of satellite communications
equipment and electronics, today notifies that it will be posting a
circular to shareholders ("Circular") in connection with a proposal
for the cancellation of admission of the Company ordinary shares
("Shares") to trading on AIM ("AIM Delisting"), pursuant to Rule 41
of the AIM Rules for Companies ("AIM Rules"). It is expected that
the Circular will be posted during September and that AIM Delisting
will occur on or around 30 October 2023.
The Company's Shares will remain listed on the Mainboard of the
Singapore Exchange Securities Trading Limited ("SGX-ST") after AIM
Delisting, and all public trading of securities in the Company will
take place on that exchange.
The Circular will set out the background to and reasons for the
AIM Delisting and additional information on the implications of the
AIM Delisting for the Company and its shareholders, and include a
notice of an extraordinary general meeting of the Company ("EGM"),
for the purposes of considering and, if thought fit, passing the
requisite shareholder resolution to approve the AIM Delisting.
Further information on the proposed AIM Delisting is set out
below.
Defined terms are set out in further detail at the end of this
announcement.
For further information, please contact:
Global Invacom Group Limited www.globalinvacom.com
Gordon Blaikie, Interim Chief Executive via Vigo Consulting
Officer
Strand Hanson Limited (Nominated Adviser www.strandhanson.co.uk
and Broker)
James Harris / Richard Johnson / David Tel: +44 20 7409
Asquith 3494
Vigo Consulting (UK Media & Investor www.vigoconsulting.com
Relations)
Jeremy Garcia / Fiona Hetherington Tel: +44 20 7390
/ Kendall Hill 0238
ginv@vigoconsulting.com
BACKGROUND TO AND REASONS FOR THE AIM DELISTING
The Company was incorporated on 25 March 2002 and has a primary
listing of its Shares on the SGX-ST. It has been admitted to
trading on AIM since 2 July 2014.
The reasons for originally listing on AIM were to help support
and strengthen the growth opportunities of the Group and enhance
the value of the Company and the Shares. The Board was of the view
that the AIM Admission would:
(a) provide the Company with additional capital for future
expansion and other business plans;
(b) provide the Company with an additional channel to raise
capital and gain access to a wider range of institutional and
retail investors, who will be able to participate and trade in the
equity of the Company in Sterling pounds; and
(c) enhance the Company's profile internationally, therefore
benefitting the Company's long-term visibility, reputation, growth
and development with investors and customers.
The Directors have for some time been assessing the advantages
and disadvantages to the Company and its Shareholders in retaining
its dual listing structure and in particular its listing on AIM.
The Directors have now concluded and believe that seeking the AIM
Delisting is in the best interests of the Company and its
Shareholders as a whole. In reaching this conclusion, the Board has
considered the following key factors, amongst others:
(a) the considerable cost, management time and the legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM which, in the Directors' opinion, are
disproportionate to the benefits to the Company;
(b) AIM does not offer investors the opportunity to trade in
meaningful volumes per se or with frequency within an active
market. With low trading volumes, the Company's Share price can
move up or down significantly following trades of small numbers of
Shares; and
(c) in light of the limited liquidity in the Shares, the
Directors believe that continued admission to trading on AIM no
longer sufficiently provides the Company with the advantages of
providing access to capital.
Following the above considerations, the Directors are of the
view the AIM admission has not fulfilled the anticipated outcomes
to the extent envisaged; in particular, there has been no material
access to additional capital and the AIM listing has not markedly
benefitted the Group's expansion. The Directors have considered the
pros and cons of maintaining a dual listing structure and the Board
has decided to implement the AIM Delisting for the following
reasons:
-- The continued listing on AIM is unlikely to provide the
Company with significantly wider or more cost-effective access to
capital than its listing on the Mainboard of the SGX-ST;
-- The AIM listing does not offer investors the opportunity to
trade in meaningful volumes or with frequency within an active
market;
-- The AIM Delisting may enhance the liquidity of trading in the
Company's securities by combining on the Mainboard of SGX-ST the
volume of transactions from both SGX-ST and AIM;
-- Having securities solely listed on the Mainboard of SGX-ST,
rather than dual-listed on SGX-ST and AIM as is the case at
present, is expected to enhance the profile of the Company with
investors based in Asia;
-- A Singapore main market only listing structure provides for a
streamlined operation that places it more clearly within the ranks
of comparable international technology companies in the satellite
and communications sector;
-- The cost of complying with the AIM Rules for Companies is
duplicative of that for complying with the market rules in
Singapore and the Company sees advantages in reducing its cost base
as it progresses its development of technology and commercial
strategy;
-- Internal and external financial, administrative and legal
time spent on compliance with the AIM Rules for Companies is
duplicative of that required for compliance with the Singapore
market rules. The costs are disproportionate to the benefits;
-- Shares will still be tradeable on a public market, through
SGX-ST on the Mainboard of SGX-ST; and
-- The original reasons for the dual listing on AIM, to increase
liquidity and access to capital, have not materialised.
Accordingly, the Directors believe that it is no longer in the
best interests of the Company or its shareholders as a whole for
the Company to retain admission of its Shares to trading on
AIM.
For the purposes of AIM Delisting, the Company has appointed
professional advisors to monitor and assist in the process of the
AIM Delisting and no discrepancies have been identified between the
applicable laws, rules and regulations in both UK and
Singapore.
PROCESS OF CANCELLATION
Under the AIM Rules for Companies, it is a requirement that,
unless LSE otherwise agrees, the AIM Delisting must be conditional
upon the consent of not less than 75% of votes cast by the
Shareholders at a general meeting. Accordingly, the Company will be
proposing the Resolution at the EGM, proposed to be held on or
around 20 October 2023.
In addition, the Company is required to give a notice period of
not less than 20 business days from the date on which notice of the
intended AIM Delisting is notified via a Regulatory Information
Service and is given to LSE. Accordingly, , the Company (through
its nominated adviser, Strand Hanson Limited) has notified LSE of
the Company's intention, subject to the Resolution being passed at
the EGM, to cancel the admission of the Company's Shares to trading
on AIM. Accordingly, if the Resolution is approved, the last day of
dealings in the Shares on AIM is expected to be on or around 27
October 2023, and the AIM Delisting is expected to become effective
at 7.00 a.m. (UK time) on or around 30 October 2023.
Upon the AIM Delisting becoming effective, the Company will no
longer be required to comply with the AIM Rules for Companies.
Certain Shareholders may be unable or unwilling to hold Shares
if the AIM Delisting is approved and becomes effective. Such
Shareholders should seek tax advice and consider their options
prior to the AIM Delisting.
PRINCIPAL EFFECTS OF THE AIM DELISTING
If the Resolution is passed at the EGM, following the AIM
Delisting Shareholders will no longer be able to buy and sell
Shares on AIM. However, the Company's Shares will remain listed on
the Mainboard of the SGX-ST, which is a public market. Further
details on how to effect transactions on SGX-ST after the AIM
Delisting are set out below.
As a company incorporated in Singapore, the Company will
continue to be subject to the requirements of the Companies
Act.
Following the AIM Delisting taking effect, the Company will no
longer be subject to the AIM Rules for Companies or be required to
retain the services of a nominated adviser as required under the
AIM Rules of Companies as the principal advisor of the Company for
the compliance of AIM Rules of Companies. The Company will no
longer be required to comply with the continuing obligations set
out in the DTRs or, provided the Company's securities remain
outside the scope of the regulation, UK MAR. In addition, the
Company and its shareholders will no longer be subject to the
provisions of the DTRs relating to the disclosure of changes in
significant shareholdings in the Company. The Company will,
however, continue to comply with all regulatory requirements for
the SGX-ST, including all applicable rules and regulations of
SGX-ST and the Singapore Code, and applicable disclosure
obligations.
The principal effects of the AIM Delisting will be:
(a) there will no longer be a public market mechanism in the UK
through CREST for Shareholders to settle trades settling in the
form of Depositary Interests and no price will be publicly quoted
for the Shares in the UK;
(b) it is possible that, following announcement of the AIM
Delisting and publication of this Circular, the liquidity and
marketability of the Shares on AIM may be reduced, and the value of
such shares may be consequently adversely affected;
(c) the AIM Rules for Companies will no longer apply to the
Company and, accordingly, Shareholders will no longer be afforded
the protections given by the AIM Rules for Companies. In
particular, the Company will not be bound (unless required by the
regulations of SGX-ST, as applicable) to:
-- comply with the corporate governance practices applicable to AIM companies;
-- comply with AIM Rule 26, obliging the Company to publish
prescribed information on its website;
(d) the Company will continue to voluntarily disclose
significant Shareholder interests and to include this information
and the number of securities in issue on its website;
(e) the Company will cease to retain an AIM nominated adviser or
UK broker and its agreements with the same will be terminated;
(f) the cancellation might have personal taxation consequences
for Shareholders. Shareholders who are in any doubt about their tax
position should consult their own professional adviser
immediately;
(g) following the AIM Delisting, the Company intends to
terminate the Depositary Interests facility, resulting in
securities no longer being capable of being held or transacted
within the CREST system ("DI Termination");
(h) Holders of Depositary Interests have the option, prior to
the DI Termination, to cancel their Depositary Interests and take
receipt of the underlying securities through their nominated
nominee or custodian in CDP. For those Holders who have not given
instructions to the UK Depositary Interests Registrar prior to the
DI Termination, any remaining Depositary Interests shall be
withdrawn and the Holder shall be entered onto the Singapore
register as a Shareholder and issued a Share Certificate by the
Registrars . Further details will be set out in the Circular.
After the AIM Delisting, the Company's Shares shall remain
listed on the SGX-ST and the Company shall be obliged to comply
with the Singapore Code and the Listing Manual, including making
disclosures as required by the SGX-ST rules. To avoid doubt, there
is no change in the number of shares in the share capital of the
Company.
These considerations are not exhaustive, and Shareholders should
seek their own independent advice when assessing the likely impact
of the AIM Delisting on them .
Shareholders should be aware that if the AIM Delisting takes
effect, they will at that time cease to hold Shares in a company
whose shares are admitted to trading on AIM and the matters set out
above, including the DI Termination, will automatically apply to
the Company from the date of the AIM Delisting.
Shareholders who continue to hold Shares through their nominated
nominee or custodian, as a participant within CDP, following the
AIM Delisting will continue to be notified in writing of the
availability of key documents on the SGXNet at
http://www2.sgx.com/securities/company-announcements .
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Notice given of the proposed 6 September 2023
AIM Delisting
Publication of the Circular on or around 18 September 2023
and Notice of EGM
---------------------------------
Extraordinary General on or around 20 October 2023
Meeting
---------------------------------
Expected last day of dealings on or around 27 October 2023
on AIM
---------------------------------
Expected cancellation 7.00 a.m. (UK time) on or around
of admission of the Company's 30 October 2023
Shares to trading on AIM
---------------------------------
Notes:
(1) Each of the times and dates in the above timetable are
subject to change. The Circular will contain the final expected
timetable of events.
(2) The Company will notify the market and Shareholders by
announcement to the SGX and the AIM if there are any changes to
this timetable.
DEFINITIONS
The following definitions apply throughout this Announcement,
except where the context otherwise requires:
"AIM" : AIM, a market operated by LSE
"AIM Delisting" : The proposed cancellation of admission of
the Company's Shares to trading on AIM
"AIM Rules for Companies" : The rules and guidance for companies whose
shares are admitted to trading on AIM entitled
"AIM Rules for Companies" published by LSE
as amended from time to time
"Announcement" : This announcement, dated 6 September 2023
"Board" : The board of Directors of the Company for
the time being
"CDP" : The Central Depository (Pte) Limited, the
authorised operator of the Singapore Clearing
and Settlement System
"certificated" or : In relation to a Share, recorded on the Company's
"in certificated register as being held in certificated form
form" by way of a physical share certificate
"Circular" : The circular to be despatched to Shareholders
"Companies Act" : The Companies Act 1967 of Singapore, as amended,
modified or supplemented from time to time
"Company" : Global Invacom Group Limited
"CREST" : The computerised settlement system to facilitate
transfer of title to or interest in securities
in uncertificated form operated by Euroclear
UK & International Limited
"Depositary Interests" : Dematerialised depositary interests representing
Shares as issued and held through CREST
"Director(s)" : The director(s) of the Company for the time
being
"DI Termination" : The date on which, following the AIM Delisting,
the Depositary Interest services and the
ability to hold or transact in the relevant
securities in CREST cease
"DTRs" : The Disclosure Guidance and Transparency
Rules of the FCA
"EGM" : The extraordinary general meeting of the
Company, notice of which shall be set out
in the Circular
"FCA" : The UK Financial Conduct Authority
"Group" : The Company and its subsidiaries
"Holders" : Holders of Depository Interests
"Listing Manual" : The listing manual of the SGX-ST, as may
be amended, modified or supplemented from
time to time
"LSE" : London Stock Exchange plc
"Notice of EGM" : The notice of the EGM to be set out in the
Circular
"Registrars" : B.A.C.S. Private Limited
"Regulatory Information : A service approved by the London Stock Exchange
Service" for the distribution of announcements to
the public
"Resolution" : The proposed special resolution in relation
to the AIM Delisting to be passed at the
EGM as set out in the Notice of EGM
"SFA" : Securities and Futures Act 2001 of Singapore,
as amended, modified or supplemented from
time to time
"SGXNet" : The online announcement platform hosted by
SGX-ST
"SGX-ST" : Singapore Exchange Securities Trading Limited
"Share(s)" : Ordinary share(s) in the capital of the Company,
or electronic interests in respect of such
ordinary shares held through CDP. To avoid
doubt, there is only one class of shares
issued by the Company
"Shareholders" : Registered holders of Shares in the register
of members of the Company, except that where
the registered holder is CDP or its nominees,
the term "Shareholders" shall, in relation
to such Shares, mean the Depositors whose
securities accounts maintained with CDP are
credited with Shares
"Singapore Code" : The Singapore Code on Take-over and Mergers,
as modified and amended from time to time,
and all practice notes, rules and guidelines
thereafter, as may be issued or amended from
time to time
"Sterling" or " : UK pounds sterling, being the lawful currency
GBP " of United Kingdom
"Strand Hanson Limited" : Strand Hanson Limited, the Company's nominated
advisor
"UK Depositary Interests : Computershare Investor Services PLC
Registrar"
"UK MAR" : Regulation (EU) No.596/2014 which forms part
of domestic law in the United Kingdom pursuant
to the European Union (Withdrawal) Act 2018
"UK" or "United : The United Kingdom of Great Britain and Northern
Kingdom" Ireland
"uncertificated" : In relation to a Share, recorded under CDP's
or "in uncertificated name on the Company's share register
form"
"%" : Per centum or percentage
Depositor, Depository Agent and Depository Register . The terms
"Depositor", "Depository Agent" and "Depository Register" shall
have the same meanings ascribed to them respectively in Section
81SF of SFA
Gender . Words importing the singular shall, where applicable,
include the plural and vice versa and words importing the masculine
gender shall, where applicable, include the feminine and vice
versa. References to persons shall, where applicable, include
corporations.
Statutes . Any reference in this Announcement to any enactment
is a reference to that enactment as for the time being amended or
re-enacted. Any word defined under the Companies Act, SFA, the
Listing Manual, Singapore Code or any statutory modification
thereof and used in this Announcement shall, where applicable, have
the meaning ascribed to it under the Companies Act, SFA, the
Listing Manual, Singapore Code or any modification thereof, as the
case may be, unless the context requires otherwise.
Time . Any reference to a time of day in this Announcement shall
be a reference to Singapore time unless otherwise stated.
Rounding . Any discrepancies in the tables included herein
between the listed amounts and totals thereof are due to rounding.
Accordingly, figures shown as totals in this Announcement may not
be an arithmetic aggregation of the figures that precede them.
Cautionary note regarding forward-looking statements
This Announcement contains statements about the Company that are
or may be "forward-looking statements". All statements, other than
statements of historical facts, included in this Announcement may
be forward-looking statements. Without limitation, any statements
preceded or followed by, or that include, the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may",
"should", "anticipates", "estimates", "projects" or words or terms
of similar substance, or the negative thereof, are forward-looking
statements. These forward-looking statements are not guarantees of
future performance and have not been reviewed by the auditors of
the Company. They appear in a number of places throughout this
Announcement and include statements regarding the intentions,
beliefs and current expectations of the Company or the Directors
concerning, amongst other things, the results of operations,
financial condition, liquidity, prospects, growth and strategies of
the Company and the industry in which the Group operates.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be
materially different from any results, performance or achievements
expressed or implied by such forward-looking statements. These
forward-looking statements are based on numerous assumptions
regarding the present and future business strategies of the Company
and the environment in which it will operate in the future.
Past performance is not a guarantee of future performance.
Investors should not place undue reliance on such forward-looking
statements and, save as is required by law or regulation (including
to meet the requirements of the AIM Rules for Companies), the
Company does not undertake any obligation to update publicly or
revise any forward-looking statements (including to reflect any
change in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent forward-looking statements attributed to the Company
or any persons acting on its behalf are expressly qualified in
their entirety by the cautionary statement above. All
forward-looking statements contained in this Announcement are based
on information available to the Directors of the Company at the
date of this Announcement , unless some other time is specified in
relation to them, and the posting or receipt of this Announcement
shall not give rise to any implication that there has been no
change in the facts set forth herein since such date.
Notice to overseas persons
The distribution of this Announcement in certain jurisdictions
may be restricted by law and therefore persons into whose
possession this Announcement comes should inform themselves about
and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
About Global Invacom Group Limited
Global Invacom Group comprises a number of companies
specialising in innovative technology, products and solutions for
the satellite ground equipment sector. Uniquely, the Group provides
fully integrated manufacturing for most of its product lines
providing additional quality and supply chain assurance to a global
blue-chip customer base in the satellite communications, satellite
TV and satellite navigation markets.
The Group has an established global presence with sales offices,
research and development centres and manufacturing facilities
across the world, including Singapore, China, Indonesia, the
Philippines, Malaysia, Israel, the UK, and the USA.
Global Invacom is listed on the Mainboard of the Singapore
Exchange Securities Trading Limited and its shares are admitted to
trading on the AIM Market of the London Stock Exchange.
For more information, please refer to www.globalinvacom.com
This announcement contains inside information as defined in
Regulation (EU) No. 596/2014 on market abuse which is part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
("MAR") and is made in accordance with the Company's obligations
under article 17 of MAR. Upon publication of this announcement,
this inside information is now considered to be in the public
domain.
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END
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