Proposed Delisting
13 April 2010 - 12:09PM
UK Regulatory
TIDMPOGL
RNS Number : 0974K
Plant Offshore Group Ltd
13 April 2010
13 April 2010
Plant Offshore Group Limited
("Plant Offshore" or the "Company")
Proposed Cancellation of Admission to trading on AIM
and
Notice of Extraordinary General Meeting
Plant Offshore today announces that it is proposing to cancel the admission to
trading on AIM of its ordinary shares (the "Ordinary Shares") (the
"Delisting").The Company has today published and sent to all holders of Ordinary
Shares (the "Shareholders") a circular setting out further details of the
Delisting and the implications for Shareholders (the "Circular"). The Circular
will also contain a notice convening an extraordinary general meeting which is
to be held at at No.34, Jalan SS 6/8, Kelana Jaya, 47301 Petaling Jaya, Selangor
Darul Ehsan, Malaysia. at 9.00 a.m. UK time on 7 May 2010 (the
"Extraordinary General Meeting") at which the approval of Shareholders of the
Delisting will be sought. In the event that Shareholders approve the Delisting
it is anticipated that trading in the Ordinary Shares on AIM will cease at close
of business on 14 May 2010 and cancellation of admission to trading on AIM of
the Ordinary Shares will become effective at 7:00 a.m. UK time on 17 May 2010.
Attached below are extracts from the Chairman's letter contained in the
Circular.
For further information, please visit www.plantoffshore.com or contact:
+----------------------------------+-------------------------------+
| Plant Offshore Group Limited | Tel: +603 7805 5001 |
| Hang Chin Juan, CEO | hang_cj@plantoffshore.com |
| | |
+----------------------------------+-------------------------------+
| Allenby Capital Limited | Tel: +44(0)203 328 5656 |
| Nick Athanas/Alex Price | |
| | |
+----------------------------------+-------------------------------+
Background to the Cancellation
The principal reasons for the admission of the Ordinary Shares to trading on AIM
have been (amongst others) to provide the Company with the ability to access
capital in order to fund its strategy and to use its Ordinary Shares as
consideration for acquisitions. The Company has been reviewing both the
advantages and disadvantages of maintaining admission of the Ordinary Shares to
trading on AIM and the Directors believe that Admission no longer sufficiently
provides the Company with the advantages of providing access to capital or
enabling the Ordinary Shares to be used to effect acquisitions without
unattractive dilution. The Directors have therefore, following careful
consideration, concluded that it is no longer in the best interests of the
Company or its Shareholders for the Company to maintain Admission. In reaching
this conclusion the Directors have taken the following factors into account:
(a) in the Directors' opinion, the trading price of the Ordinary Shares on AIM
does not reflect the true asset value of Plant Offshore and its businesses;
(b) 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;
(c) the AIM listing of the Ordinary Shares does not, in itself, offer investors
the opportunity to trade in meaningful volumes or with frequency within an
active market. The concentration of the Company's shareholder base, with two
shareholders holding 90 per cent. of the Company's issued ordinary share
capital, results in limited trading liquidity in the Ordinary Shares. With
little trading volume, the Company's share price can move up or down
significantly following trades of small numbers of shares;
(d) the Directors estimate that the annual direct and indirect costs of the
Company's AIM listing are at least GBP150,000 per annum. This estimate includes
listing expenses and advisory, legal and audit fees. The Board considers these
costs to be too high in relation to the benefits of trading on AIM and the
Directors believe that these could be better utilised in running the business;
and
(e) the amount of senior executive time which is spent on dealing with the
regulatory burdens associated with maintaining issues related to the AIM listing
is disproportionate to the benefit to the Company.
Pursuant to Rule 41 of the AIM Rules, cancellation of the admission of the
Ordinary Shares to trading on AIM requires the consent of not less than 75 per
cent. of votes cast by Shareholders (in person or by proxy) given in a general
meeting.
The Company has notified the London Stock Exchange of the proposed Cancellation.
In the event that Shareholders approve the Cancellation, it is anticipated that
the last day of dealings in the Ordinary Shares on AIM will be 14 May 2010 and
that the effective date of the Cancellation will be 17 May 2010.
Current trading and prospects
On 15 September 2009 the Company announced at the time of the publication of its
half-year results that, inter alia, the Group had been experiencing delays to
both existing and prospective new projects as a result of continuing economic
uncertainty and also changes to the clients' design specifications and
requirements. As a result, and as previously announced on 15 September 2009, the
Company anticipates that its results for the year ended 31 December 2009 will
be lower than previous management expectations. Unaudited management accounts
show turnover for the period of approximately RM37.06 million (2008: RM 64.84
million) and profit before tax is expected to be approximately RM 0.88 million
(2008: RM: 4.84 million). The Directors believe the Group's prospects remain
sound but the timing of awarding of new contracts from clients remains
uncertain. The Group does not expect to see growth in profitability while the
global economic environment remains challenging and market sentiment remains
weak.
Following Cancellation, the Directors intend to continue to focus on securing
new contracts for the Company as well as growing the Company's market share in
its existing markets. The Directors continue to evaluate possible new strategies
of entering into new geographical markets and expansion of the Company through
joint ventures.
Process for Delisting
In accordance with Rule 41 of the AIM Rules, the Company has notified the London
Stock Exchange of the intention to delist, subject to Shareholder approval,
giving twenty business days notice. Under the AIM Rules, it is a requirement
that the Delisting is approved by not less than 75 per cent. of votes cast by
Shareholders (in person or by proxy) at the Extraordinary General Meeting.
Subject to the Resolution approving the Delisting being passed at the
Extraordinary General Meeting, it is anticipated that trading in the Ordinary
Shares on AIM will cease at the close of business on 14 May 2010 with Delisting
taking effect at 7.00 a.m. UK time on 17 May 2010.
Upon the Delisting becoming effective, Allenby Capital will cease to be
nominated adviser and broker to theCompany and the Company will no longer be
required to comply with the rules and corporate governance requirements to which
companies admitted to trading on AIM are subject, including the AIM Rules.
Irrevocable undertakings
Landace Holdings Sdn Bhd and Titan Acres Sdn Bhd have each irrevocably
undertaken to exercise (or procure the exercise of) the voting rights in respect
their respective interests in 90,000,000 Ordinary Shares and 60,000,000 Ordinary
Shares (comprising in aggregate 150,000,000 Ordinary Shares representing 90.0
per cent. of the Ordinary Shares in issue) in favour of the Resolution to be
proposed at the Extraordinary General Meeting.
Principle effects of the Cancellation
Following the Cancellation of trading in the Company's shares on AIM, the
Ordinary Shares will not be traded on any public market and the CREST facility
will be cancelled. However, as mentioned under the "Dealing and settlement
arrangements" section below, the Directors intend to use reasonable endeavours
to create and maintain a matched bargain settlement facility. There can be no
guarantee though that a Shareholder will be able to purchase or sell any
Ordinary Shares following Cancellation.
Although the Ordinary Shares will remain transferable they will cease to be
transferable through CREST. Those shareholders who currently hold Ordinary
Shares in uncertificated form in CREST will, following the Delisting becoming
effective, be sent a share certificate for those Ordinary Shares which were
previously held in uncertificated form and such share certificates will be
despatched by 30 June 2010.
The Company will not be subject to the AIM Rules and, accordingly, it will not
(amongst other things) be required to retain a nominated adviser or to comply
with the requirements of AIM in relation to annual accounts and half-yearly
reports, the disclosure of price sensitive information or the disclosure of
information on corporate transactions.
As the Ordinary Shares are currently admitted to trading on AIM, the Company is
not required to comply with the provisions of the Combined Code of Corporate
Governance. Nevertheless, the Company seeks, within the practical confines of
being a small company, to act in compliance with the principles of good
governance and the code of best practice. The Directors wish to assure
Shareholders that they remain committed to a high level of transparency and do
not intend the Cancellation to impact on the level of disclosure of material
events currently made to Shareholders. It is therefore the Directors' current
intention to continue to provide a number of the same or similar facilities and
services to Shareholders as they currently enjoy as shareholders of an AIM
company. These include:
(a) continued provision of the Company's audited accounts in accordance with
applicable statutory requirements and the Company's Articles;
(b) provision of a matched bargain share dealing service to Shareholders (the
Company is currently investigating such a dealing service and will endeavour to
ensure that it is in place as soon as practicable following the Cancellation so
as to enable Shareholders to trade their Ordinary Shares); and
(c) posting certain information relating to the Company, including details of
any arrangements made to assist Shareholders to trade in the Ordinary Shares, on
its website (www.plantoffshore.com).
Following Cancellation, Hang Chin Juan, Pey Chee Hian and Goh Chin Yong will
(through their holdings in Landace Holdings Sdn Bhd and Titan Acres Sdn Bhd)
together hold, in aggregate, Ordinary Shares representing 90.0 per cent. of the
issued ordinary share capital of the Company and, as such, will be able to
exercise significant influence over matters requiring Shareholder approval.
All of the current Board executives will remain in place following Cancellation.
The non-executive Board members, namely Cho Nam Sang, Mohammed Sohail Bhatti and
Goh Chin Yong, will each resign with effect from the date of the Cancellation.
Dealing and settlement Arrangements
The Directors are aware that Shareholders may wish to acquire or dispose of
shares in the Company following the Delisting. Accordingly, the Board intends to
employ the services of a third party matched bargain trading facility for at
least one year following cancellation. Under this facility Shareholders or
persons wishing to acquire Ordinary Shares will be able to leave an indication
with the matched bargain trading facility provider that they are prepared to buy
or sell at an agreed price. In the event that the matched bargain trading
facility provider is able to match that order with an opposite sell or buy
instruction, the matched bargain trading facility provider will contact both
parties and then effect the bargain. In these circumstances, Shareholders who do
not have their own broker may need to register with any such matched bargain
trading facility provider as a new client. Shareholders who consider they are
likely to use this matched bargain trading facility would be encouraged to
commence registration at the earliest opportunity.
Once such arrangements have been set up by the Company, details will be made
available to Shareholders on the Company's website (www.plantoffshore.com). It
is expected that such arrangements will become effective shortly after
Cancellation.
Transfers of interests in shares in certificated form should be sent to the
Company's registrars, Capita Registrars (Jersey) Limited c/o Capita Registrars,
34 Beckenham Road, Beckenham, BR3 4TU. Existing share certificates remain valid.
If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so prior
to the Cancellation becoming effective. As noted above, in the event that
Shareholders approve the Cancellation, it is anticipated that the last day of
dealings in the Ordinary Shares on AIM will be 14 May 2010 and that the
effective date of the Cancellation will be 17 May 2010.
Recommendation
For the reasons set out above, the Directors believe that the Delisting is the
best interests of the Companyand of Shareholders as a whole. Accordingly, the
Directors unanimously recommend Shareholders to vote in favour of the
Resolution.
DEFINITIONS
'Admission' the admission of
the Ordinary Shares to trading on AIM
'Act' the
Companies Act 2006, as amended
'AIM' the AIM
market operated by the London Stock Exchange
'AIM Rules' the AIM Rules
for companies admitted to trading on AIM published
by the London Stock Exchange, as
amended from time to time
'Cancellation' or 'Delisting' the proposed cancellation of
the Company's Ordinary Shares from
trading on AIM subject to the passing of the
Resolution at
the
Extraordinary General Meeting
'CREST' the
relevant system (as defined on the Regulations) in respect of which
Euroclear UK & Ireland Limited is the Operator (as defined in the
Regulations)
'Directors' or 'Board' the directors of the
Company
'Extraordinary General Meeting' the extraordinary general meeting of
the Company convened for
4.00 p.m. (9.00
a.m. UK time) on 7 May 2010
'Form of Proxy' the form of proxy
for use in connection with the Extraordinary General
Meeting
'Group' Plant
Offshore and its subsidiaries
'London Stock Exchange' London Stock Exchange plc
'Ordinary Shares' ordinary shares of
0.01p each in the capital of the Company
'Plant Offshore' or 'the Company' Plant Offshore Group Limited
'Regulations' the
Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as
amended from time to time
'Resolution' the resolution
set out in the notice of the Extraordinary General Meeting
'Shareholders' the holders of the
Ordinary Shares
This information is provided by RNS
The company news service from the London Stock Exchange
END
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