TIDMFUZ8
RNS Number : 2237Q
Fuse 8 PLC
14 October 2011
Date: 14 October 2011
On behalf of: Fuse 8 plc ('Fuse 8' or 'the Company')
For immediate release
Fuse 8 plc
Delisting from AIM
Fuse 8 plc (AIM: FUZ8), the full service digital marketing
specialist, announces that it will seek approval for the
cancellation of admission of its ordinary shares of 2 pence each
("Ordinary Shares") to trading on AIM ("the Delisting"). A general
meeting of shareholders will be convened for 2 November 2011 to
seek approval for the Delisting (the "General Meeting") with the
Delisting becoming effective, subject to that approval, on 12
November 2011.
Background to the Delisting
The Company was admitted to trading on AIM in July 2010. The
admission to AIM, by way of a reverse acquisition, was undertaken
to provide the Company with access to capital to facilitate
increased organic and acquisitive growth. Whilst the Company
performed satisfactorily in the 12 months to March 2011, increasing
both sales and profits, on 5 September 2011 the Company was
required to issue a profits warning when the Board of Directors
determined that the Company would not achieve its market forecast
for the year to March 2012. This profits warning resulted in a
significant decline in the share price of the Company and, more
importantly, the Directors believe that it means that the prospects
of the Company raising capital from institutional investors will be
extremely difficult and/or not be possible at a valuation that is
in the best interests of the Company's shareholders
("Shareholders"). Given the Company's relative newness to the AIM
market, the Directors believe that investor sentiment, and the
solution of these two issues, will only increase following a number
of years of good performance. During those years the Company would
incur the costs associated with being an AIM company but not be
able to realise the principal benefit of being an AIM company.
In preparing their recommendation in favour of the Delisting,
the Directors have taken into account the following
considerations:
-- The primary purpose of the admission to trading on AIM was
the ability to raise capital. This has now been severely
compromised meaning that either capital will not be available or
only available at a price that is not in the best interests of
Shareholders.
-- Capital could be available to the Company from sources other
than those seeking publicly traded investments and these would be
more easily accessible if the Company was not a publicly traded
company.
-- The admission to trading on AIM does not, in itself, offer
investors meaningful liquidity or marketability of the Ordinary
Shares or the opportunity to trade in meaningful volumes or with
frequency.
-- In those circumstances, the on-going costs and regulatory
requirements, together with the management time of maintaining the
admission to trading on AIM, are not a justifiable expense.
Given the above, the Directors believe that greater shareholder
value will ultimately be derived by operating the Company's
business off-market and consider it to be in the best interests of
the Company and its Shareholders as a whole to seek a Delisting at
this time.
Current trading and prospects
The Company's performance in 2011-12 is expected to be
significantly below market expectations as announced on the 5
September 2011.
Effect of the Delisting on Shareholders
The principal effects of the Delisting would be that:
-- there would no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares on AIM;
-- the Company would not be bound to announce material events,
administrative changes or material transactions, nor to announce
interim or final results;
-- the Company would no longer be required to comply with any of
the additional specific corporate governance requirements for
companies admitted to trading on AIM;
-- the Company would no longer be subject to the AIM Rules for
Companies and Shareholders would therefore no longer be afforded
the protections given by the AIM Rules for Companies. Such
protections include the requirement to be notified of certain
events including, amongst other things, substantial transactions
(the size of which results in a 10 per cent. threshold being
reached under any one of the class tests) and related party
transactions and the requirement to obtain shareholder approval for
reverse takeovers (the size of which results in a 100 per cent.
threshold being reached under any one of the class tests) and
fundamental changes in the Company's business including disposals
exceeding 75 per cent. under any of the class tests;
-- the Company would no longer be subject to the Disclosure
Rules and Transparency Rules of the Financial Services Authority
and would therefore no longer be required specifically to disclose
major shareholdings in the Company; and
-- upon the Delisting becoming effective, the Company's CREST
facility will be cancelled and Shareholders who hold Ordinary
Shares in uncertificated form prior to Delisting will receive share
certificates.
Shareholders should note, however, that for so long as the
Company remains a public limited company it will remain subject to
the provisions of the City Code on Takeovers and Mergers.
Immediately following the Delisting, there will be no 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 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, at an
appropriate time following the Delisting, to facilitate a matched
bargain dealing arrangement to enable Shareholders to trade the
Ordinary Shares. Once the facility has been arranged, details will
be made available to Shareholders.
In addition, the Delisting might have either positive or
negative taxation consequences for Shareholders. Shareholders who
are in any doubt about their tax position should consult their own
professional independent adviser.
The Board intends, however, to continue to:
-- hold general meetings in accordance with the applicable
statutory requirements and the Company's articles of association;
and
-- provide copies of the Company's annual report and audited
accounts to Shareholders in accordance with the applicable
statutory requirements.
Following the Delisting
The Company will continue to work at maximising value for its
Shareholders which the Directors believe will be easier to achieve
if the Delisting is approved as management time can be focused on
driving the business forward.
Process for Delisting
In accordance with Rule 41 of the AIM Rules for Companies, the
Company has notified the London Stock Exchange of the intention to
cancel the admission of the Ordinary Shares to trading on AIM,
subject to Shareholder approval. Under the AIM Rules for Companies,
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).
The Company will send a notice of general meeting to
Shareholders shortly convening the General Meeting. The Notice of
General Meeting will set out a resolution seeking Shareholders'
approval of the Delisting (the "Resolution"). Subject to the
Resolution approving the Delisting being passed at the General
Meeting, it is anticipated that trading in the Ordinary Shares on
AIM will cease at the close of business on 11 November 2011 with
Delisting taking effect at 7.00 a.m. on 12 November 2011.
Irrevocable Undertakings
The Company has received irrevocable undertakings to vote in
favour of the Resolution to be proposed at the General Meeting from
four of the directors of the Company who together are interested in
9,759,490 Ordinary Shares, representing 77.5 per cent. of the
current issued ordinary share capital of the Company.
General Meeting
The General Meeting of the Company will be held at the offices
of Rosenblatt Solicitors, 9-13 St Andrew Street, London EC4A 3AF on
2 November 2011 at 9.00 am. At the General Meeting, the Resolution
will be proposed.
Recommendation
The Directors consider the Delisting to be in the best interests
of the Company and its Shareholders as a whole, and most likely to
promote the success of the Company for the benefit of its
Shareholders as a whole, and accordingly unanimously recommend that
Shareholders vote in favour of the Resolution to be proposed at the
General Meeting as they have irrevocably undertaken to do in
respect of their own beneficial holdings of Ordinary Shares,
amounting, in aggregate, to 9,759,490 Ordinary Shares, representing
77.5 per cent. of the current issued ordinary share capital of the
Company.
For Further Information please contact:
Fuse 8 plc
Mark Walton/Graeme Burns Tel +44 (0)113 260 4600
FinnCap
Geoff Nash/ Charlotte Stranner Tel +44 (0) 20 7600 1658
Redleaf Communications
Rebecca Sanders-Hewett/ Jenny Tel +44 (0) 20 7566 6720
Bahr
This information is provided by RNS
The company news service from the London Stock Exchange
END
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