SGH Satcom Grp

 

TIDMSGH 
 
RNS Number : 8978H 
SatCom Group Holdings plc 
02 March 2010 
 

 
+------------------------------+------------------------------------+ 
| Press Release                | 2 March 2010                       | 
+------------------------------+------------------------------------+ 
 
 
                           SatCom Group Holdings plc 
 
                            ("COMPANY" or "SATCOM") 
 
 
              Proposed cancellation of Admission to trading on AIM 
                                      and 
                            Notice of General Meeting 
 
The Directors of the Company ("Directors" or "Board") have decided to seek 
shareholders' approval for the cancellation of the Company's admission to 
trading on AIM ("Delisting"). 
 
Reasons for the Delisting 
The Directors believe that the current market capitalisation of the Company does 
not reflect its financial performance or prospects, leading to an inappropriate 
perception by customers and suppliers of the financial standing of the Company. 
Consequently the Directors believe that the continuing admission no longer 
sufficiently provides the Company with the advantages of providing access to 
capital or enabling the Company's Ordinary Shares to be used to effect 
acquisitions without unattractive dilution. The Directors also believe that the 
large share price spread makes share dealing for investors unattractive and as 
such the Company's Ordinary Shares are illiquid.  Further, the Company will be 
able to utilise the costs associated with the trading on AIM and the amount of 
senior management time entailed in maintaining its admission to trading on AIM 
towards growing the business for the benefit of the Company's Shareholders. 
 
Therefore, following careful consideration, the Directors have concluded that it 
is no longer in the best interests of the Company or its Shareholders for SatCom 
to maintain its admission to trading on AIM. 
 
Following Delisting 
The Board's current priorities are to continue to develop its broadband range of 
products and services and seek possible strategic acquisitions.  The Company 
will continue to work at maximising value for its Shareholders. 
 
The Company will endeavour to continue to provide a number of the same or 
similar facilities and services to Shareholders which are currently enjoyed as 
Shareholders of an AIM company.  These include: 
 
-     continued provision of the Company's audited accounts; 
-     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 Delisting, to 
enable Shareholders to trade their Ordinary Shares; 
-     maintenance of pages on the current website along the lines of AIM Rule 
26, which makes available certain key information to Shareholders 
(www.satcomgroup.com). 
 
Immediately following the Delisting, there will be no formal market facility for 
dealing in the Ordinary Shares and no price will be publicly quoted.  As a 
result the Board recognises that the Delisting will make it more difficult for 
the Shareholders to buy and sell Ordinary Shares should they want to do so.  In 
view of this and in order to assist Shareholders, the Board intends, as soon as 
practicable following the Delisting, to facilitate a dealing arrangement to 
enable Shareholders to trade the Ordinary Shares.  Once the facility has been 
arranged, details will be made available to Shareholders via the Company's 
website: www.satcomgroup.com. 
 
General Meeting 
In accordance with the AIM Rules the Board has posted a circular to shareholders 
setting out further details of the proposed Delisting and convening the required 
General Meeting ("Circular").  The General Meeting is convened for 11.00 a.m. on 
24 March 2010 at the offices of Shoosmiths, Apex Plaza, Forbury Road, Reading, 
RG1 1SH at which the necessary resolution to effect the Delisting will be put to 
the shareholders of the Company. 
 
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. 
Under the AIM Rules, it is a requirement that the Delisting is approved by the 
requisite majority of Shareholders voting at the General Meeting (being not less 
than 75 per cent. of the votes cast).  Subject to the resolution being passed it 
is anticipated that trading in the Ordinary Shares on AIM will cease at the 
close of business on 31 March 2010 with Delisting taking effect at 7.00 a.m. on 
1 April 2010. 
 
Upon the Delisting becoming effective, Arden Partners Plc will cease to be 
nominated adviser and broker to the Company and the Company will no longer be 
required to comply with the AIM Rules including the rules in relation to 
disclosure of information in relation to the Company.  Shareholders should note 
however that the Company will nevertheless remain subject to the provisions of 
the City Code on Takeovers and Mergers for a period of at least 10 years from 
the date of the Delisting. 
 
Intentions to vote in favour of the Resolution 
The Directors together with Adam Thompson, who is a member of the senior 
management of the Group, intend to vote in favour of the resolution in respect 
of their own beneficial holdings.  The Directors have an aggregate holding of 
37,861,334 Ordinary Shares and Adam Thompson has a holding of 10,659,000 
Ordinary Shares.  Together these holdings amount to 48,520,334, representing 
approximately 81.4 per cent. of the Ordinary Shares in issue. 
 
                                     -Ends- 
 
For further information: 
 
+-----------------------------+----------------------+ 
| SatCom                      |                      | 
| Group                       |                      | 
| Holdings                    |                      | 
| plc                         |                      | 
+-----------------------------+----------------------+ 
| Mark                        | Tel:                 | 
| White,                      | +44                  | 
| Chief                       | (0)                  | 
| Executive                   | 1722 439 206         | 
| Officer                     |                      | 
+-----------------------------+----------------------+ 
| mark.white@satcomgroup.com  | www.SatComgroup.com  | 
+-----------------------------+----------------------+ 
|                             |                      | 
+-----------------------------+----------------------+ 
| Martin                      | Tel:                 | 
| Ward,                       | +44                  | 
| Chief                       | (0)                  | 
| Financial                   | 1722 439 201         | 
| Officer                     |                      | 
+-----------------------------+----------------------+ 
| martin.ward@satcomgroup.com | www.SatComgroup.com  | 
+-----------------------------+----------------------+ 
 
+-------------------------------+--------------------------+ 
| Arden                         |                          | 
| Partners                      |                          | 
| plc                           |                          | 
+-------------------------------+--------------------------+ 
| Fred                          | Tel:                     | 
| Walsh                         | +44                      | 
| /                             | (0)                      | 
| Matthew                       | 207 614 5900             | 
| Armitt                        |                          | 
+-------------------------------+--------------------------+ 
| fred.walsh@arden-partners.com | www.arden-partners.co.uk | 
+-------------------------------+--------------------------+ 
 
Media enquiries: 
+--------------------------------+-------------------------+ 
| Abchurch                       | Tel:                    | 
| Communications                 | +44                     | 
|                                | (0) 20                  | 
|                                | 7398 7700               | 
+--------------------------------+-------------------------+ 
| Heather                        | Tel:                    | 
| Salmond/                       | +44                     | 
| Mark                           | (0) 20                  | 
| Dixon                          | 7398 7729               | 
+--------------------------------+-------------------------+ 
| mark.dixon@abchurch-group.com  | www.abchurch-group.com  | 
+--------------------------------+-------------------------+ 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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