UTK Utek Corp

 

TIDMUTK 
 
RNS Number : 1736R 
UTEK Corporation 
24 April 2009 
 

Utek Corporation ("Utek" or the "Company") 
 
 
Proposal to Cancel the Company's Admission to AIM 
 
 
Utek has made a filing with the SEC of a preliminary Schedule 14A which contains 
a proposed proxy statement and notice of annual general meeting. The document is 
in draft form and is subject to the approval of the SEC before the final version 
is available and posted to shareholders. In that filing, the Company is 
proposing to put forward a resolution to shareholders to cancel the admission of 
the Company's common stock to trading on AIM.  If approved by at least 75% of 
the votes cast at the general meeting, it is expected that the AIM cancellation 
would take place some time in July and such date will be confirmed in due 
course. 
 
 
The draft text from the notice to shareholders is set out below. 
 
 
Background and Reasons 
 
 
In March 2005, the Company entered into an agreement with a placement agent 
relating to the sale of up to 1,224,610 shares of its common stock. Pursuant to 
the agreement, the placement agent sold all of these shares of common stock at a 
price of $11.59 per share to certain eligible investors located outside the 
United States. The closing of the offering was contingent upon, among other 
things, the listing of the Company's common stock for trading on the Alternative 
Investment Market of the London Stock Exchange. On April 11, 2005, the Company 
received notification of the acceptance of the listing of its shares of common 
stock on the Alternative Investment Market. The Company received approximately 
$12.6 million of net proceeds in connection with the offering. 
 
 
Subsequent to the initial listing of the Company's common stock on the 
Alternative Investment Market, the Company has not been able to use this listing 
as a means of raising additional equity capital from investors located outside 
of the United States. In addition, the trading of the Company's common stock on 
the Alternative Investment Market has generally been infrequent and of limited 
liquidity. 
 
 
In addition, the Company estimates that it spends approximately $150,000 per 
year on maintaining the listing of its shares on the Alternative Investment 
Market, including complying with disclosure and regulatory requirements that are 
largely duplicative of those that the Company is required to comply with as a 
U.S. public company. In this regard, the cancellation of the listing of the 
Company's common stock on the Alternative Investment Market will not affect the 
Company's primary listing on the NYSE Amex (the successor stock exchange to the 
American Stock Exchange) or obligation to file periodic and current reports with 
the SEC. Furthermore, matters relating to maintaining the listing of the 
Company's common stock on the Alternative Investment Market are consuming an 
increasing amount of management time, at the direct expense of organic growth 
through new business development and growth through acquisitions. 
 
 
In light of the foregoing and the need to conserve the Company's liquidity as a 
result of the unprecedented instability in the global financial markets and the 
general slowdown in the overall economy, the Company's Board of Directors has 
determined that the additional costs associated with maintaining a second 
listing on the Alternative Investment Market is inappropriate and that it is in 
the best interests of the Company to cancel the listing of its shares of common 
stock on the Alternative Investment Market. As a result, the Company is 
requesting that stockholders approve this proposal to cancel the listing of the 
Company's shares of common stock on the Alternative Investment Market of the 
London Stock Exchange. 
 
 
Key Stockholder Considerations 
 
 
Before voting on this proposal or giving proxies with regard to this matter, 
stockholders should consider the following factors: 
 
 
  *  Subsequent to the cancellation of the listing of the Company's common stock on 
  the Alternative Investment Market of the London Stock Exchange, there would no 
  longer be a formal market mechanism enabling stockholders to trade their shares 
  of the Company's common stock through the Alternative Investment Market of the 
  London Stock Exchange. 
 
 
 
  *   The cancellation of the listing of the Company's common stock on the 
  Alternative Investment Market of the London Stock Exchange will not affect the 
  Company's primary listing on the NYSE Amex. As a result, stockholders wishing to 
  trade shares of the Company's common stock subsequent to the cancellation of the 
  listing on the Alternative Investment Market will be able to do so through the 
  NYSE Amex. 
 
 
 
  *   Subsequent to the cancellation of the listing of the Company's common stock on 
  the Alternative Investment Market of the London Stock Exchange, the Company 
  would continue to be subject to the disclosure and reporting requirements under 
  the Securities Exchange Act of 1934, including the requirement to file periodic 
  and current reports with the SEC. In addition, the Company would continue to be 
  required to comply with the corporate governance listing standards of the NYSE 
  Amex. 
 
 
 
 
 
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| Contacts:                                                      | 
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|                                                                | 
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| USA:                                                           | 
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| Allen & Caron, Inc. - PR advisers                              | 
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| Brian Kennedy                                                  | 
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| brian@allencaron.com                                           | 
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| 212-691-8087                                                   | 
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|                                                                | 
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| UK:                                                            | 
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| Fairfax I.S. Plc - AIM Nominated adviser and Broker            | 
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| Jeremy Porter                                                  | 
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| + 44 (0)20 7598 5368                                           | 
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This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCDZLFLKZBXBBV 
 

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