TIDMXGT TIDMXGTU
RNS Number : 2976U
xG Technology Inc.
29 November 2013
November 29, 2013
xG Technology, Inc.
("xG", "xG Technology" or the "Company")
PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM
xG Technology, a developer of wireless communications and
spectrum sharing technologies, announces that, following the
Company's successful Initial Public Offering on NASDAQ, which
closed on July 24, 2013 and the recent successful follow-on
offering on NASDAQ, which closed on November 18, 2013, the Company
intends to seek xG shareholder approval to delist from AIM (the
"Cancellation").
Reasons for the Cancellation of Admission to AIM
The Company and the Directors have identified the following
reasons for the Cancellation, which they consider to be in the
long-term best interests of the Company and xG shareholders:
The high costs of maintaining the Company's AIM listing.
The Company estimates that the annual costs of maintaining a
listing on AIM significantly exceed $250,000 (circa GBP160,000),
and these costs are in addition to the high costs of U.S.
securities regulatory and other requirements for maintaining the
Company's listing in the United States. At this time, the Board has
determined that the additional costs associated with maintaining a
second listing on AIM are inappropriate.
The need to maintain appropriate liquidity of xG stock.
With the Company's listing on NASDAQ, the Board is concerned
that there may not be enough liquidity for xG shares to support
trading on two exchanges. The Board believes it is in the best
interests of the Company and its shareholders to consolidate the
trading of xG shares onto one exchange.
The operational and legal difficulties of being subject to two
different regulatory regimes in two different countries, in order
to maintain listings on both AIM and the NASDAQ.
The Company now has to comply with the regulatory, reporting and
corporate governance requirements of two exchanges in two different
countries, whose requirements are sometimes different and/or
inconsistent. The Board believes that it is best to remove the
requirement of compliance with two different exchanges, as it
believes that compliance with one exchange would still supply xG
shareholders with proper governance and protection.
The management time taken up with the Company's AIM listing.
The Company currently has a small management team, and this team
is managing multiple programs both in the United States and outside
the United States for regulatory approval, development and sales of
its products. The ongoing regulatory requirements associated with
the Company's securities being listed in two countries are
diverting a substantial portion of management time and attention
which the xG Board believes could more usefully be deployed on the
Company's operations.
Circular to xG shareholders and recommendation
Rule 41 of the AIM Rules for Companies ("Rule 41") 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.
Rule 41 also requires that, unless the London Stock Exchange
otherwise agrees, the Cancellation must be conditional upon the
consent of not less than 75% of shares represented by shareholders
voting in a general meeting.
The Company is today sending a circular to xG shareholders which
will explain the reasons for the proposed Cancellation and will
also convene a Special Meeting of the Company, at which xG
shareholders will be asked to vote on a resolution to effect the
Cancellation. The Special Meeting will be held on December 20,
2013, thereby allowing Cancellation to become effective on January
3, 2014.
The directors of xG, who, in aggregate, have an interest
(directly and indirectly through MB Technology Holding, LLC) in
8,945,139 shares of xG, representing approximately 48.67 per cent.
of the Company's issued ordinary share capital, unanimously
recommend that all xG shareholders vote in favour of such
resolution, as they intend to do in respect of their aggregate
holdings of xG shares.
Strategy following the Cancellation from AIM
Should the Cancellation from AIM be approved by xG shareholders,
the Company will continue to be subject to the U.S. Securities and
Exchange Commission's ("SEC") reporting obligations, and it intends
to maintain its NASDAQ listing. The Company will continue to keep
xG shareholders informed of the Company's financial and operational
performance through ongoing updates in regulatory filings with the
SEC, as well as updates in press releases, on the Company's
website, (www.xgtechnology.com) and in investor meetings.
Subject to xG shareholder approval of the Cancellation at the
General Meeting by the required 75% of shares represented by
shareholders voting in a general meeting, it is expected that the
admission of the Ordinary Shares to trading on AIM will be
cancelled with effect from 7.00 a.m. (London time) on January 3,
2014. Accordingly, the latest date for trading in Ordinary Shares
through the market on normal market timings to settle prior to the
Cancellation (i.e., to settle on a "T + 3" basis) will be January
2, 2014. Following the Cancellation, there will be no market
facility in the UK for dealing in xG shares and xG shareholders
wishing to publicly trade their xG shares will need to do so
through NASDAQ.
Trading Common Stock following the Cancellation from AIM
All shares of Common Stock that were previously admitted to
trading on AIM and entered on the register maintained by Capita
Jersey will be placed on the Company's U.S. registrar list. The
Company's U.S. transfer agent and registrar will send out physical
share certificates to all xG shareholders whose shares were
previously entered on the share register maintained by Capita
Jersey. In addition, the CREST depository interest facility will be
terminated following Cancellation of our admission to AIM, the
shares held in such facility shall be withdrawn placed on the
Company's U.S. registrar list and the ISIN for the securities
previously held in CREST system will be disabled and expired. Any
xG shareholder holding a physical certificate should hold on to the
certificate until such time as they wish to trade the shares. Any
questions regarding the handing in of share certificates or how to
electronically deposit shares can be directed to xG's U.S. transfer
agent and registrar, Continental Stock Transfer & Trust Company
("Continental Stock"), at +1 800-509-5586. Continental Stock, or a
brokerage firm of your choosing, will be able to further provide
you with instructions regarding the process of trading your shares
in the United States.
Frequently Asked Questions
Frequently Asked Questions ("FAQs") setting out certain
information addressing questions concerning the Company's recent
registered initial public offering and trading of the Company's
shares on NASDAQ is available on the Company's website
(www.xgtechnology.com).
Expected Timetable
Publication of circular and November 29, 2013
Notice of Special Meeting
Latest time and date for receipt 2.00 p.m. on December
of forms of proxy and CREST 17, 2013
proxy instructions for the
Special Meeting
Special Meeting 2.00 p.m. on December
20, 2013
Result of Special Meeting December 23, 2013
announced
Latest date for trading in January 2, 2014
Shares in the Company's Common
Stock through the market on
normal market timings to settle
prior to the Delisting (i.e.,
to settle on a "T = 3" basis)
Cancellation of admission 7.00 am on January
of the Company's Shares to 3, 2014
trading on AIM
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.
Contacts:
xG Technology, Inc. www.xgtechnology.com
James Woodyatt, Investor
Relations +1 954 572 0395
Allenby Capital Limited www.allenbycapital.com
(Nominated Adviser and Joint
Broker)
Nick Naylor +44 20 3328 5656
Mark Connelly +44 20 3328 5656
First Columbus LLP (Joint www.first-columbus.com
Broker)
Chris Crawford +44 20 3002 2070
Fusion PR (Media and Analyst www.fusionpr.com
Relations)
David Worthington +1 212 651 4200
LHA (Investor Relations) www.lhai.com
Carolyn Capaccio +1 (212) 838-3777
ccapaccio@lhai.com
ABOUT XG TECHNOLOGY
xG Technology develops a broad portfolio of intellectual
property to make wireless networks more intelligent, accessible,
affordable and reliable. The company has created xMax, a patented
all-IP cognitive radio technology that enables spectrum sharing.
xMax can solve the crisis facing the wireless industry caused by
data-hungry devices and applications that are straining network
capacity. It eliminates the need to acquire scarce and expensive
licensed spectrum, thus lowering the total cost of ownership for
wireless broadband access. xG's goal is to help wireless broadband
network operators make more efficient use of their spectrum
allocations and to create new opportunities for innovation in
unlicensed spectrum. The xMax cognitive radio system incorporates
advanced optimizing technologies that include spectrum sharing,
interference mitigation and self-organizing networks. xG offers
solutions for numerous industries worldwide, including urban and
rural wireless broadband, utilities, defense, emergency response
and public safety.
Based in Sarasota, Florida, xG has over 60 U.S. and over 130
international patents and pending patent applications, and its
technology is available for licensing in both domestic and foreign
markets. xG's shares are currently listed on the NASDAQ Capital
Market and on the London Stock Exchange's Alternative Investment
Market (AIM). On NASDAQ, xG common stock is traded under the symbol
XGTI and xG warrants are traded under the symbol XGTIW. On AIM,
xG's unrestricted shares trade under the stock symbol XGTU.L and
xG's restricted 'Reg S' shares trade under the stock symbol XGT.L.
For more information, please visit www.xgtechnology.com.
Cautionary Statement Regarding Forward Looking Statements
Statements contained herein that are not based upon current or
historical fact are forward-looking in nature and constitute
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Such forward-looking statements reflect the Company's
expectations about its future operating results, performance and
opportunities that involve substantial risks and uncertainties.
These statements include but are not limited to statements
regarding the intended terms of the offering, closing of the
offering and use of any proceeds from the offering. When used
herein, the words "anticipate," "believe," "estimate," "upcoming,"
"plan," "target", "intend" and "expect" and similar expressions, as
they relate to xG Technology, Inc., its subsidiaries, or its
management, are intended to identify such forward-looking
statements. These forward-looking statements are based on
information currently available to the Company and are subject to a
number of risks, uncertainties, and other factors that could cause
the Company's actual results, performance, prospects, and
opportunities to differ materially from those expressed in, or
implied by, these forward-looking statements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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