Impact Holdings (UK) PLC Proposed Cancellation and Notice of General Meeting
05 October 2016 - 10:15PM
UK Regulatory
TIDMIHUK
Impact Holdings (UK) plc
("Impact" or "The Group")
Proposed Cancellation of Admission, Notice of General Meeting and Update
The Board announces that it proposes to seek Shareholder approval for the
cancellation of admission to trading on AIM of the Ordinary Shares.
Full details of the proposals are sent out below and will be contained in a
circular to be dispatched to Shareholders later today.
If Shareholders approve the resolution then cancellation will become effective
from 7.00 am on 8th November 2016. A full timetable of events is contained at
the end of this announcement.
The Group continues to await a decision from the Supreme Court hearing which
took place on 30th June 2016 as detailed in the Annual Report and Accounts.
For further information:
Impact Holdings (UK) plc Paul Davies, Chief Executive
Officer
Tel: 01928 793550
Zeus Capital Limited Andrew Jones/Jamie Peel
Tel: 0161 831 1512
Proposed Cancellation of Admission
1. Introduction and Update
The Board announces that, in light of the reasons set out below, it has decided
to seek Shareholder approval for the cancellation of admission to trading on
AIM of the Ordinary Shares.
The Group continues to await a decision from the Supreme Court hearing which
took place on 30th June 2016 as detailed in the Annual Report and Accounts.
2. Background to and Reasons for Cancellation of Admission
The Directors and its advisers believe it is in the best interests of all
Shareholders to delist as the shares are considered illiquid with minimal
trades. This coupled with the burdensome costs of being listed relative to the
size of the business makes it uneconomical to remain listed.
The Directors have therefore undertaken a strategic review with their advisers
and consider a delisting to be prudent and appropriate.
3. Effect of the Cancellation
The Board considers that the principal effects of and risks associated with the
Cancellation are:
(i) there would no longer be a formal market mechanism enabling the
Shareholders to trade their shares on AIM or any other market or tracking
exchange and the CREST trading facility will be cancelled;
(ii) the Company would not be bound to announce material events or material
transactions nor to announce interim or final results;
(iii) 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 and Zeus Capital Limited will cease to be the Company's
Nominated Adviser; and
(iv) the Company will no longer be subject to the AIM Rules and Shareholders
will no longer be required to vote on certain matters as provided in the AIM
Rules.
The Board will, however, continue to:
(i) post information relating to the Company on its website at
www.impactholdings.net;
(ii) hold general meetings in accordance with the applicable statutory
requirements and the Company's articles of association; and
(iii) send Shareholders copies of the Company's audited accounts in
accordance with the applicable statutory requirements.
The provisions of the City Code on Takeovers and Mergers will continue to apply
to the Company following the Cancellation for a period of 10 years from the
date of Cancellation.
4. Approving the Cancellation
Under Rule 41 of the AIM Rules, it is a requirement that the Company notifies
the public of its intention to cancel and separately to inform the London Stock
Exchange of its preferred cancellation date. In addition, the Cancellation must
be approved by not less than 75 per cent. of the votes cast by the Shareholders
in a General Meeting. If the resolution is approved, it is expected that the
Cancellation will take effect at 7:00 a.m. on 8th November 2016.
5. Irrevocable undertakings and voting in relation to Impact Holdings (UK)
PLC
The Company has received irrevocable undertakings to vote in favour of the
Resolution to be proposed at the General Meeting from Shareholders holding
1,940,853 Ordinary Shares representing approximately 74.01 per cent. of the
entire issued share capital of the Company at the time of the proposed General
Meeting.
6. Following the Cancellation
Whilst the Board believes that the Cancellation is in the Shareholders'
interests, it recognises that the Cancellation will make it more difficult for
the Shareholders to buy and sell Ordinary Shares should they so wish.
The Company is not currently proposing to establish a trading platform,
although a third party may offer such service to Shareholders and the Board
recommends that any Shareholders seeking to trade Ordinary Shares following
Cancellation should directly contact the Board or other Shareholders to enquire
if there are any parties interested in purchasing such shares. In the event a
trading facility is arranged at some point in the future, details will be made
available to Shareholders on the Company's website at www.impactholdings.net.
7. General Meeting
A General Meeting is to be held at 8.30 a.m. on 31st October 2016 at which the
Resolution will be proposed.
8. Recommendation
For the reasons set out above the Directors consider that the Cancellation is
in the best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend Shareholders to vote in favour
of the Resolution as they intend to do (and have provided irrevocable
undertakings to do so) in respect of their shareholding of 1,080,602 Ordinary
Shares, representing approximately 41.21 per cent. of the entire issued share
capital of the Company.
TIMETABLE
2016
Dispatch of this
document 5th October
Latest date and time for receipt of Forms of Proxy 12 noon on 29th October
General Meeting 8.30 a.m. on 31st October
Expected date of cancellation of Ordinary Shares from Admission 7:00 a.m. on 8th November
DEFINITIONS
"Act" the Companies Act 2006
"Admission" the admission of the Ordinary Shares to
trading on AIM
"AIM" a market operated by London Stock Exchange plc
"AIM Rules" the AIM Rules for Companies published by the
London Stock Exchange from time to time
(including, without limitation, any guidance
notes or statements of practice) which govern
the rules and responsibilities of companies
whose shares are admitted to trading on AIM
"Board" the board of directors of the Company at the
date of this document
"Cancellation" the proposed cancellation of the Company's
Ordinary Shares from admission to trading on
AIM, subject to the passing of the Resolution
"Company" or "Impact" Impact Holdings (UK) PLC
"CREST" the computer based system established under
the Uncertificated Securities Regulations 2001
(SI 2001 No. 3755) which enables title to
units of relevant securities to be evidenced
and transferred without a written instrument
and in respect of which Euroclear UK & Ireland
is the operator
"Directors" the directors of the Company
"General Meeting" or " GM" the extraordinary general meeting of the
Company, convened for 8.30 am on 31st October
2016, and any adjournment thereof, notice of
which is set out at the end of this document,
which will consider the Resolutions
"Group" Impact Holdings (UK) PLC and it subsidiaries
"Form of Proxy" the Form of Proxy for use by Shareholders in
connection with the GM
"Ordinary Shares" ordinary shares of 50p each in the capital of
the Company
"Resolution" the special resolution to be proposed at the
General Meeting
"RIS" Regulatory Information Service
"Shareholders" holders of Ordinary Shares and "Shareholder"
means any one of them
"UK" the United Kingdom of Great Britain and
Northern Ireland
END
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