TIDMSNS
RNS Number : 9397E
Silanis International Limited
17 May 2013
RNS Release 17 May 2013
Silanis International Limited (the "Company")
Proposed Cancellation of Admission to Trading on AIM
The Board of Silanis International Limited (AIM: SNS) announces
that the Company is seeking Shareholder approval for the
cancellation of admission of its Ordinary Shares to trading on AIM.
A circular will be posted on Monday 20 May 2013 to the Shareholders
convening an extraordinary general meeting of the Company to take
place at 4.00 pm on Friday, 14 June 2013 at the offices of Stikeman
Elliott London, Dauntsey House, 4B Frederick's Place, London, EC2R
8AB to seek such approval and explaining the background to the
proposed Delisting and the reasons why the Directors unanimously
consider the proposed Delisting to be in the best interests of the
Company and its Shareholders as a whole, and why they are
recommending that Shareholders should vote in favour of the
proposed Delisting at the Extraordinary General Meeting.
Background to the Delisting
The Company was admitted to trading on AIM in June 2007 to
provide the Company with access to growth and working capital.
Since admission, directors and employees of the Company have
acquired progressively more of the Company's equity such that a
majority of Ordinary Shares are currently held by Inside
Shareholders. Furthermore, since the Company holds only a 25%
shareholding in Silanis Technology Inc., the operating entity from
which the Company's value is derived, only a fraction of shares of
the wider Silanis group are freely tradable. As a consequence, the
Company's admission to trading on AIM has not offered Shareholders
meaningful liquidity of the Ordinary Shares. After consultation
with major Shareholders, the Board has accordingly determined that
it is most likely to promote the success of the Company for the
benefit of its Shareholders as a whole if the admission of the
Ordinary Shares to trading on AIM were to be cancelled.
In reaching this view, the Directors have taken into account the
following considerations:
-- The primary purpose of the Company's admission to trading on
AIM was the ability to raise capital. Whilst this was achieved
successfully upon admission, future fundraising is compromised by
the limited market appreciation of the Company's value;
-- trading on AIM has not, as explained above, offered investors
meaningful liquidity or marketability of the Ordinary Shares or the
opportunity to trade in meaningful volumes or with frequency due to
the structural impediments described above; and
-- under these circumstances, the significant on-going listing
costs and professional fees, together with the disproportionate
amount of management time of maintaining and complying with the
requirements for the admission to trading on AIM, are not
justifiable.
Given the above, the Directors believe that greater shareholder
value will ultimately be derived by operating the Company's
business as a private entity.
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 publicly material
events, administrative changes or material transactions, nor to
announce publicly interim or final results;
-- the Company would no longer be required to comply with the
corporate governance and transparency requirements for companies
admitted to trading on AIM.
Arrangements following the Delisting
The Board intends 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 and semi-annual
accounts to Shareholders in accordance with the applicable
statutory requirements for its annual accounts and in keeping with
the current practice of Silanis in Canada so far as semi-annual
accounts are concerned.
Whilst following the Delisting there will be no organized market
facility for dealing in the Ordinary Shares, and no price will be
publicly quoted, the Board intends to facilitate, so far as it is
able, an arrangement to match potential buyers and sellers. The
Board believes this arrangement will enable Shareholders to trade
the Ordinary Shares in a similar manner to that which Silanis
shareholders have enjoyed since 2009.
While there can be no guarantee that Shareholders will be able
to sell any Shares, any Shareholder seeking to do so following the
Delisting becoming effective should contact the Company and the
Board will, but without any obligation or liability, accordingly
make enquiries as to whether other Shareholders may wish to
purchase those Shares.
Process for Delisting
Rule 41 of the AIM Rules for Companies requires an AIM company
that wishes to cancel admission of its securities to trading on AIM
to notify such intended cancellation to the public and separately
to inform the London Stock Exchange of its preferred cancellation
date at least 20 business days prior to such date. That Rule also
requires that, unless the London Stock Exchange otherwise agrees,
the Delisting must be conditional upon the consent of not less than
75 per cent. of votes cast by Shareholders given in a general
meeting.
Subject to Shareholder approval of the Delisting at the EGM by
the required 75 per cent. of votes cast, it is expected that the
admission of the Ordinary Shares to trading on AIM will be
cancelled with effect from 7.00 am on Monday, 24 June 2013.
Accordingly, the latest date for trading in Ordinary Shares through
the market on normal market timings to settle prior to the
Delisting (ie to settle on a "T + 3" basis) will be Tuesday, 18
June 2013.
Irrevocable Undertakings
The Company has received irrevocable undertakings to vote in
favour of the requisite Delisting resolution to be proposed at the
EGM from Inside Shareholders who together would, following a
forthcoming proposed exchange of 6,500,000 Exchangeable Shares of
Silanis into Ordinary Shares of the Company, be the beneficial
holders of, in aggregate, 19,754,978 Ordinary Shares, representing
70 per cent. of the then issued Ordinary Shares of the Company.
Expected Timetable
Latest time and date for receipt of 4.00 pm on Wednesday, 12
forms of proxy and CREST proxy instructions June 2013
for the EGM
EGM 4.00 pm on Friday, 14 June
2013
Result of EGM announced Monday, 17 June 2013
Latest date for trading in Ordinary Tuesday, 18 June 2013
Shares through the market on normal
market timings to settle prior to the
Delisting (ie to settle on a "T = 3"
basis)
Cancellation of admission of the Company's 7.00 am on Monday, 24 June
shares to trading on AIM 2013
Notes:
1. Each of the times and dates referred to in this announcement
is based on the Company's current expectation and is subject to
change. All times are London times.
2. Any changes to the expected timetable will be announced via a
Regulatory Information Service.
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 Delisting resolution to be
proposed at the EGM as they have irrevocably undertaken to do in
respect of their own beneficial holdings of Ordinary Shares.
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"AIM" the AIM market operated by the London
Stock Exchange;
"AIM Rules for Companies" the rules for AIM companies published
by the London Stock Exchange, as amended
or re-issued from time to time;
"Delisting" the proposed cancellation of the admission
of the Shares to trading on AIM as
described in this announcement;
"Company" Silanis International Limited;
"Directors" or "Board" the directors of the Company;
"Extraordinary General Meeting" the extraordinary general meeting
or "EGM" of the Company to be convened for
4.00 pm on Friday, 14 June 2013 (or
any adjournment thereof);
"Insider Shareholders" the directors and/or employees of
the Company and/or Silanis;
"London Stock Exchange" London Stock Exchange plc;
"Ordinary Shares" or "Shares" ordinary shares of GBP0.01 each in
the capital of the Company;
"Shareholders" holders of Ordinary Shares;
"Silanis" Silanis Technology Inc.
For further details, please contact:
Silanis International Limited
Tommy Petrogiannis, Chief Executive Tel: +1 514 337 5255
Officer
Canaccord Genuity Limited Tel: +44 (0) 20 7523
Simon Bridges 8000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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