TVCH Tvc Hldgs

TIDMTVCH

RNS Number : 5144I

TVC Holdings PLC

03 June 2014

3 June 2014

TVC Holdings plc ("TVC" or the "Company")

Posting of Annual Report, Notice of Annual General Meeting, Notice of Extraordinary General Meeting and Circular, Proposed Cancellation to trading on AIM and ESM

The Company has today posted its Annual Report for the year ended 31 March 2014 ("Annual Report") together with a notice of its Annual General Meeting ("AGM") to shareholders. The AGM has been convened to be held at 10.30 a.m. on Friday, 27 June 2014 at The Clyde Court Hotel, Ballsbridge, Dublin 4, Ireland.

In addition, the Company has today posted a circular to shareholders convening an extraordinary general meeting ("EGM") to be held at 10.45 a.m. on Friday, 27 June 2014 (or if later immediately following the conclusion or adjournment of the AGM).

The Company has convened the EGM for the purposes of seeking Shareholder approval for a package of proposals relating to the reorganisation of the Company's business, including a significant liquidity event for Qualifying Shareholders and other proposals intended to facilitate the orderly realisation of the Company's remaining assets, including, in particular, the cancellation of the admission to trading of the Ordinary Shares on AIM and ESM (the "AIM and ESM Cancellation").

The circular posted today to shareholders sets out the background and reasons for these proposals, the authorities being sought from shareholders, and the action shareholders are required to take to facilitate implementation of these proposals.

Shareholders will also be asked to approve a resolution, on a poll vote, pursuant to a waiver of the requirements under Rule 9 of the Irish Takeover Rules which has been granted by the Irish Takeover Panel and which is subject to such approval.

Due to the costs involved in maintaining a listing on AIM and ESM and the nature of the Company's business activities following the proposed significant liquidity event, the Directors have, following careful consideration, concluded that a proposal to cancel its admission to AIM and ESM should be made to Shareholders.

In the event that Shareholders approve the proposed AIM and ESM Cancellation, it is anticipated that trading in the Ordinary Shares on AIM and ESM will cease at the close of business on 25 July 2014 with the AIM and ESM Cancellation taking effect from 7.00 a.m. on 28 July 2014.

Immediately following the AIM and ESM Cancellation, there will be no market facility for dealing in the Ordinary Shares and no price will be publicly quoted. The Board recognises that the AIM and ESM Cancellation 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 to buy and sell Ordinary shares, the Company's CREST facility will be maintained and Ordinary Shares will remain transferable through CREST. Shareholders holding their Ordinary shares in certificated form who wish to execute a private transfer may submit the necessary stock transfer form and share certificate(s), to the Company's Registrar, Capita Asset Services, Shareholder solutions (Ireland), P.O. Box 7117, Dublin 2, Ireland.

The forms of proxy for both the AGM and EGM which accompany the documentation sent today to shareholders should be returned to Capita Asset Services, Shareholder solutions (Ireland) no later than 48 hours before the respective meetings. The completion and return of a form of proxy will not prevent shareholders from attending and voting at the meetings in person if they wish to do so.

Copies of the Annual Report, Notice of AGM and the EGM circular posted to shareholders can also be found on the Company's website, www.tvc.com.

Contact Information:

TVC Holdings plc

Shane Reihill, Executive Chairman

John Tracey, Chief Executive Officer

Tel: +353 1 205 7700

Davy

John Frain

Tel: +353 1 679 6363

Murray Consultants

Pauline McAlester

Tel: +353 1 498 0300

This information is provided by RNS

The company news service from the London Stock Exchange

END

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