VICP Vicorp

 

TIDMVICP 
 
RNS Number : 7091O 
Vicorp Group PLC 
11 March 2009 
 

 
 
11 March 2009 
 
 
VICORP GROUP PLC 
("Vicorp" or the "Company") 
 
 
 
 
UPDATE ON WORKING CAPITAL, CANCELLATION OF THE COMPANY'S AIM LISTING, MOVE TO 
PLUS MARKET AND RESIGNATION OF NOMINATED ADVISER 
 
 
 
 
Working Capital Update 
 
 
Further to the announcement on 17 February 2009 ("previous announcement"), the 
Company indicated that it was seeking to complete a placing of up to GBP500,000 
and raise GBP600,000 loan from Royal Bank of Scotland ("RBS") backed by the new 
Enterprise Finance Guarantee. 
 
 
The directors can now confirm that the loan application was not successful with 
RBS, however, the directors can also confirm that the equity fundraising is 
underway and that it has now increased the target to GBP600,000. The directors 
expect to issue an update on the placing in due course. Based on discussions 
with potential investors, the directors expect that a part of the investment 
will be in the form of a convertible loan note. The placing is subject to the 
resolutions that are proposed at the General Meeting scheduled to take place on 
13th March 2009 being passed. 
 
As part of the Company's working capital review, the board have now identified 
costs savings of approximatley GBP900,000 on an annualised basis. This target 
has been revised from the previous announcement in which the Company indicated 
costs savings of GBP500,000.  These costs savings are expected to be acheived 
within the 6 month timeframe as indicated in the previous announcement. 
 
The board have reviewed the working capital requirements of the Company and are 
satisfied that if the above arrangements are completed then Company may remain 
financially sound for the foreseeable future. 
 
 
AIM listing Cancellation and intention to apply for admission to the PLUS Market 
 
 
As part of a wider review of costs, the Board has concluded that the costs and 
regulatory requirements associated with maintaining admission to AIM outweigh 
the benefits gained from Admission. The costs include fees paid to the Company's 
nominated advisor and registrar, annual fees paid to London Stock Exchange, 
costs relating to public announcements, certain fees and expenses of Directors 
and fees and expenses of accountants and lawyers engaged to provide services 
relating to the Company's Ordinary Shares being traded on AIM. 
 
 
In addition to the overheads involved in maintaining the Company's admission to 
AIM: 
 
 
 
- the Company has seen limited trading volume in the Company's shares; 
 
- the Directors consider that given the Company's size and share price it would 
be better suited to being listed on PLUS markets; and 
 
- the Directors consider that the best strategy for the Company is to focus on 
developing the business and minimising overheads with a view to generating 
profit in the shortest possible time. 
 
After careful consideration, the Board has, therefore, concluded that it is in 
the best interests of the Company and Shareholders if the Company's admission to 
trading on AIM is cancelled. 
 
 
 
 
General Meeting ("GM") 
 
 
Under the AIM Rules for Companies, it is a requirement that any Cancellation of 
Admission must be approved by not less than 75 per cent. of votes cast by 
Shareholders in general meeting. Accordingly a notice of GM will be posted to 
Shareholders on 12 March 2009 which contains a special resolution to approve the 
application to London Stock Exchange for cancellation of admission of the 
Ordinary Shares on AIM. The GM will be held at the office of Vicorp Group, 
Wexham Springs, Framewood Road, Wexham, Slough SL3 6PJ commencing at 4.00 p.m. 
on 16 April 2009. If approved, it is expected that Cancellation of Admission 
will take effect from 7.00 a.m. on 24 April 2009. 
 
 
Directors' recommendation 
 
 
The Directors consider that the proposals are in the best interests of the 
Company and the Shareholders as a whole and are most likely to promote the 
success of the Company for the benefit of the Shareholders as a whole. 
 
 
The Directors unanimously recommend that all shareholders vote in favour of the 
upcoming resolution 
 
 
 
 
Timetable 
 
 
The expected timetable of principal events is shown below: 
 
 
Posting of Circular regarding delisting from AIM            12 March 2009 
 
 
Latest time and date for receipt of GM Form of Proxy   3.00 p.m. on 14 April 
2009 
 
 
General Meeting16 April 2009 
 
 
Cancellation of Admission effective if resolution passed   7.00 am on  24 April 
2009 
 
 
 
 
The Board expect to be able to update the market on the timetable for seeking 
admission to the PLUS market in due course. 
 
 
 
 
Resignation of the Nominated Adviser 
 
 
Given the Company's impending delisting from AIM and move to the PLUS market, 
Zimmerman Adams International ("ZAI"), the Company's nominated adviser, has 
tendered its resignation, to take effect as at the date of delisting being 24 
April 2009. 
 
 
In the event that the resolution to pass the delisting from AIM is not 
successful, then ZAI will resign with immediate effect following the General 
Meeting on 16 April 2009. The Company's shares will be suspended from trading on 
AIM in accordance with Rule 1 of the AIM Rules. 
 
If within one month following such suspension Vicorp has failed to appoint a 
replacement Nominated Adviser, the admission of the Company's shares to trading 
on AIM will be cancelled. 
 
 
 
 
 
 
For further information, please contact: 
 
 
Brendan Treacy, Chief Executive, Vicorp Group PLC 
Tel: 01753 660 500 
www.vicorp.com 
 
 
Monisha Varadan, Rivington Street Corporate Finance 
Tel:  0207 562 3389 
 
 
Ray Zimmerman/Jonathan Evans, Zimmerman Adams International Limited 
Tel: 0207 060 1760 
www.zimmint.com 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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