Cancellation of admission to trading on AIM
21 December 2009 - 9:05PM
UK Regulatory
TIDMBLKA
RNS Number : 4539E
Black Arrow Group PLC
21 December 2009
21 December 2009
Black Arrow Group plc
('BAG' or the 'Company')
PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM
The Board of the Company has decided to seek shareholders' approval for the
cancellation of the Company's admission to trading on AIM ("Cancellation").The
Board is concerned by a number of factors, including the relatively small total
market capitalisation of the Company, the small free float, the limited trading
volumes in the Company's shares, the significant costs of compliance with the
AIM Rules, and the considerable amount of senior management's time consumed in
maintaining a public listing, at the expense of the Company's day-to-day
operations. The Board has undertaken a review, which has included consultation
with the Company's advisers and has come to the view that it is no longer in the
Company's best interests to maintain the admission of the Company's shares to
trading on AIM.
Following the Cancellation
Following the cancellation of trading in the Company's shares on AIM, the shares
will not be traded on any public market. The Company will not be bound to
announce material events, interim or final results, nor to comply with any of
the corporate governance requirements for quoted companies.
However, the Board wishes 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. As such,
the board will post relevant information on the Company's website. They will
also hold annual and general meetings in accordance with statutory requirements
and the Company's articles, and will continue to send shareholders copies of the
Company's audited accounts.
Following the Cancellation of trading in the Company's shares on AIM, the shares
will not be listed on any public market.The Board is aware though that following
the Cancellation shareholders may still wish to acquire or dispose of shares
and, accordingly, the Company intends to explore the possibility of establishing
an appropriate mechanism to allow shareholders to buy and sell shares off market
at an agreed price. Further details of any such mechanism will be circulated in
due course.
General Meeting
Under the AIM rules, it is a requirement that Cancellation of the admission to
trading on AIM must be approved by not less than 75 per cent of those present
and entitled to vote or voting by proxy at the General Meeting. This majority is
required by rule 41 of the AIM Rules.
The Board is proposing to convene a General Meeting for 12 noon on 29 January
2010 at the Company's head office at 155-157 Staines Road, Hounslow, Middlesex,
TW3 3JB at which the necessary resolution to effect the delisting will be put to
the shareholders of the Company.
If the Cancellation Resolution is passed by the requisite majority, it is
expected that Cancellation will become effective from 7.00 am on 8 February
2010. The Company has informed the London Stock Exchange of this preferred
cancellation date.
The Board will shortly post a circular to shareholders setting out further
details of the proposed Cancellation and convening the required General Meeting.
Shareholders should note that following Cancellation the Company will remain
subject to the provisions of The City Code on Takeovers and Mergers, on the
basis set out in those provisions. However, the regulatory regime imposed
through the AIM Rules, which applies solely to companies with shares trading on
AIM, will no longer apply.
Enquiries:
Black Arrow Group 0208 572 7474
Ronald Waxman, Finance Director
Nominated Adviser
WH Ireland Limited
David Porter 0207 220
1666
This information is provided by RNS
The company news service from the London Stock Exchange
END
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