WTL Waterlogic

    RNS Number : 4874G
  Waterline Group plc
  23 October 2008
   

    WATERLINE GROUP PLC
    NOTICE OF GENERAL MEETING
    Waterline Group plc (the "Company") has posted a circular to shareholders convening a general meeting, to be held at the Company's
registered office on 10 November 2008.  
    The circular contains proposals to cancel the admission of the Company's shares to AIM under AIM Rule 41. If shareholder approval is
granted, it is expected that delisting will take place on or around 9 December 2008. Such cancellation requires the consent of not less than
75% of votes cast by shareholders in a general meeting. The Company has received irrevocable undertakings to vote in favour of the
resolution in respect of 10,852,110 shares representing approximately 82.75 per cent. of the issued share capital.
    The Company was admitted to trading on AIM in July 2005 with a market capitalisation of �11m and a share price of 84p. The reasons for
flotation were to refinance debt, provide funding for organic growth and to make complementary acquisitions.

    Performance since flotation has been mixed with significant profit growth in 2006 but a return to 2005 profit levels in 2007. In June
2007, Michael Lawrence and members of the management team made a proposal to take the Company private at an indicative price of 65p per
ordinary share. The independent board felt unable to recommend an offer at this level and entered into discussions with a number of parties
with regard to obtaining a possible offer for the Company in an attempt to maximise value for shareholders. These discussions were
ultimately unsuccessful and the proposal from management also lapsed. 

    Since the autumn of 2007 the credit crunch has taken hold and conditions in the Company's key markets have deteriorated considerably.
The results for the year ended 31 March 2008 have been announced. These show a sharp decline to a loss before tax of �45,710 compared to a
profit before tax of �906,625 in the previous year. Basic earnings per share fell to a loss of 2.32p compared to a profit of 3.32p in 2007.
Net asset value per share was maintained at 53.7p (2007: 55.9p). Since March 2008 the market and business outlook have continued to worsen.
Given these conditions the Company has been taking steps to save costs wherever possible. The annual cost of the AIM quotation is currently
in excess of �200,000. In addition the Company is not currently nor is likely in the foreseeable future to be able materially to make use of
or benefit from the AIM quotation. Accordingly the Board has decided that the Company would benefit from the flexibility of being unquoted,
and has concluded that shareholder approval should be sought to cancel the AIM listing in accordance with AIM Rule 41. 

    The Company will endeavour to continue to provide a number of the same facilities and services to shareholders which are currently
enjoyed as shareholders of an AIM company. These include:
    *     issue to shareholders of report and accounts and also an interim statement, annually;
    *     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 at the time of delisting from AIM, to enable those shareholders who wish to buy or
sell shares to do so, albeit in a less liquid environment than that on AIM;
    *     maintenance of a current website along the lines of AIM rule 26, keeping shareholders as fully informed as possible.

    The circular also contains proposals to ratify and confirm certain transactions between Michael Lawrence, a director of the Company, and
the Company.
    Copies of the circular are also available on the Company's web site: www.waterlinegroup.plc.uk.

    For further information please contact:

Waterline Group plc
Michael Lawrence, Chief Executive Officer
Steven Steel, Chief Financial Officer
Tel: 01908 219 777

Nominated Adviser
Dowgate Capital Advisers Limited
James Caithie
Antony Legge
Tel: 020 7492 4777

Broker
St Helen's Capital Plc
Ruari McGirr
Mark Anwyl
Tel: 020 7628 5582


This information is provided by RNS
The company news service from the London Stock Exchange
 
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