Proposed de-listing from AIM
14 November 2009 - 3:28AM
UK Regulatory
TIDMVLR
RNS Number : 5203C
Voller Energy Group PLC
13 November 2009
Voller Energy Group plc (the "Company")
Proposed Members' Voluntary Liquidation and Proposed Cancellation of Admission
to trading on AIM
and
Notice of General Meeting
The Company announces that since the last general meeting on 12 December 2008,
at which the Shareholders approved the directors' proposal to change the
Company's strategy, the board has been unable to identify a suitable investment
opportunity which fulfils the Company's investment strategy, which was to make
an acquisition or acquisitions that would constitute a reverse takeover.
The directors have decided to recommend that the Company should be wound up by
way of a members' voluntary liquidation (the "Liquidation"), and that Nicholas
Guy Edwards and Christopher Richard Frederick Day of Deloitte LLP (the "Proposed
Liquidators") be appointed as joint liquidators of the Company. It is further
proposed that the net surplus cash of the Company should be distributed by the
Proposed Liquidators to the Shareholders, and for admission of the Company to
AIM to be cancelled as soon as possible.
A circular has been sent to Shareholders today convening a general meeting (the
"General Meeting") at which resolutions (the "Resolutions") will be proposed to
approve the Liquidation and the cancellation of the AIM listing, which are
conditional upon the approval of not less than 75% of the votes cast by
Shareholders (whether present in person or by way of proxy) at the General
Meeting.
LIQUIDATION
It will be the Proposed Liquidators' responsibility to deal with the conduct of
the Liquidation and to determine the timing and amount of any distribution. If
the Resolutions are passed, it is anticipated that the Liquidation will commence
immediately following the General Meeting and the appointment of the Proposed
Liquidators will become effective at such time.
The Directors are of the view that, other than cash, there are no assets of the
Company which will have more than negligible realisable value, although the
Proposed Liquidators will seek to maximise realisations of any such assets held
for the benefit of creditors and Shareholders in accordance with their statutory
duties.
DEALINGS, TRANSFERS AND CANCELLATION OF ADMISSION
Pursuant to Rule 41 of the AIM Rules, the Board has notified the London Stock
Exchange of its intention to cancel (subject to the passing of the Resolutions
at the General Meeting) the admission of the Company's ordinary shares to
trading on AIM. If the Resolutions are passed, the cancellation is expected to
become effective on or around 16 December 2009, effected by a dealing notice
being issued on the day following the General Meeting.
As required by Rule 15 of the AIM rules, the admission of the Company's Ordinary
Shares to trading on AIM will be suspended at 7 a.m. on 14 December 2009. If the
Resolutions are not approved, the admission of the Company's Ordinary Shares to
trading on AIM will continue to be suspended for six months, following which
time it will be cancelled if the Company does not carry out a reverse takeover
in this time. The last day of trading in the Company's ordinary shares will be
Friday 11 December 2009.
EXPECTED TIMETABLE OF KEY EVENTS
+---------------------------------------------------+------------------------------------------+
| This Circular and Form of Proxy posted to | 13 |
| Shareholders | November |
| | 2009 |
+---------------------------------------------------+------------------------------------------+
| Last day of trading of ordinary shares on AIM | 11 |
| | December |
| | 2009 |
+---------------------------------------------------+------------------------------------------+
| Latest time for receipt of Form of Proxy | 10 am on 13 December 2009 |
+---------------------------------------------------+------------------------------------------+
| Suspension of trading of ordinary shares on AIM | 7 am on |
| | 14 |
| | December |
| | 2009 |
+---------------------------------------------------+------------------------------------------+
| General Meeting | 10 am on |
| | 15 |
| | December 2009 |
+---------------------------------------------------+------------------------------------------+
| Appointment of Proposed Liquidators | 15 |
| | December |
| | 2009 |
+---------------------------------------------------+------------------------------------------+
| Cancellation of trading of ordinary shares on AIM | 16 |
| | December |
| | 2009 |
+---------------------------------------------------+------------------------------------------+
For further information please contact
+--------------------------+-----------------------------------------------+
| Voller Energy Group Plc | Tel: +44 (0)1189 775463 |
+--------------------------+-----------------------------------------------+
| Mike Clarke | |
+--------------------------+-----------------------------------------------+
| | |
+--------------------------+-----------------------------------------------+
| Seymour Pierce Ltd | Tel: +44 (0) 207 107 8000 |
+--------------------------+-----------------------------------------------+
| John Depasquale | |
+--------------------------+-----------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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