TIDMYUJ
RNS Number : 7309H
Yujin International Ltd
22 August 2016
YUJIN INTERNATIONAL LTD
PROPOSED ACQUISITION, AIM CANCELLATION AND ADMISSION TO ISDX
GROWTH MARKET
SUSPENSION OF TRADING
The Directors of Yujin are pleased to announce the proposed
acquisition of Healthperm Resourcing Limited; the proposed
cancellation of the admission of its shares to trading on AIM; and
the proposed admission of its shares to trading on the ISDX Growth
Market.
The Company is also proposing, inter alia, to (i) undertake a
consolidation of the Ordinary Shares; (ii) raise approximately
GBP275,000 through subscriptions for New Ordinary Shares at a price
of 150p per share (following the Share Consolidation); (iii) change
the name of the Company to Healthperm Resourcing Ltd; and (iv) make
a number of changes to the board of Directors of the Company (the
"Board").
The Company will today post to Shareholders:
-- the ISDX Admission Document which incorporates notice of an
extraordinary general meeting to be held at 10.00 a.m. (Singapore
time) on 15 September 2016 at which resolutions will be proposed to
approve the Proposals (excluding the Cancellation); and
-- the Cancellation Circular which incorporates notice of a
separate extraordinary general meeting to be held at 10.30 a.m.
(SGT) on 15 September 2016 at which a single resolution will be
proposed to approve the Cancellation.
Assuming the Resolutions are passed, the Directors anticipate
that completion of the Proposals, including Cancellation, will
occur on 23 September 2016.
The ISDX Admission Document and the Cancellation Circular will
be available on the Company's website, www.yujininternational.com,
later today.
Defined terms used in this announcement have the same meaning as
set out in the Cancellation Circular.
Proposed Acquisition
The Company has today signed the Acquisition Agreements pursuant
to which it has conditionally agreed to acquire the entire issued
share capital of Healthperm.
The initial consideration for the Acquisition is approximately
GBP11.2 million to be satisfied by the issue of new Ordinary Shares
with deferred consideration potentially payable, also in new
Ordinary Shares, depending on performance. Further information on
the Acquisition is set out in the ISDX Admission Document, which
will be posted to Shareholders today.
Healthperm was founded with the objective of addressing the
acknowledged shortage of permanent nurses in the healthcare systems
in the UK and the UAE, through the recruitment of experienced
professionals from the Philippines. The Board has identified
Healthperm as an attractive acquisition target which has the
potential to provide both capital growth and income through
dividends for Shareholders.
Proposed AIM Cancellation and Admission to ISDX Growth
Market
In order to facilitate the Acquisition, the Directors have
concluded that a resolution should be put to Shareholders to
approve the Cancellation and to seek ISDX Admission on the basis
that the ISDX Growth Market is a more appropriate market given the
relatively early stage of development of the Healthperm
business.
In view of the irrevocable undertakings provided in support of
the Cancellation, which total approximately 90.0% of the Company's
issued share capital, the Directors expect that the resolution to
approve the Cancellation will be approved and in accordance with
AIM Rule 41, the Directors intend to effect the Cancellation.
The Directors anticipate that the Company will be admitted to
ISDX on the same day that Cancellation takes effect and therefore
they expect that the Cancellation will have limited impact on the
ability of Shareholders to trade their Ordinary Shares. The
Directors consider that the effects of the Cancellation will be as
follows:
-- Shareholders will have the ability to trade their Ordinary Shares on ISDX, rather than AIM;
-- the Company will remain subject to the Disclosure and
Transparency Rules and, among other things, will continue to be
required to disclose major shareholdings in the Company;
-- the Company will no longer be subject to the AIM Rules for
Companies, but will become subject to the ISDX Rules which, the
Directors consider, require similar levels of compliance and
disclosure; and
-- the Cancellation may have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately.
In the event that the Resolutions are not passed and
Cancellation does not occur as expected, the Company will remain an
AIM Rule 15 cash shell, pursuant to which it is required to make an
acquisition or acquisitions which constitute a reverse takeover
under AIM Rule 14 within six months of becoming an AIM Rule 15 cash
shell, which occurred on 4 April 2016, or be readmitted to trading
on AIM as an investing company under the AIM Rules (which requires
the raising of at least GBP6 million), failing which the Ordinary
Shares would be suspended from trading on AIM. After six months of
suspension, the admission of the Ordinary Shares to trading on AIM
would then be cancelled.
Suspension of Trading
The Acquisition is deemed to be a reverse takeover in terms of
AIM Rule 14. The Company has not prepared an AIM Admission Document
because the Company is seeking to cancel the admission of its
shares to trading on AIM and to admit its shares to trading on
ISDX. The Company has therefore prepared the ISDX Admission
Document, which will be sent to Shareholders today. Accordingly and
pursuant to Rule 12 of the AIM Rules for Companies, the Ordinary
Shares will be suspended from trading on AIM with effect from 7.30
a.m. on 22 August 2016.
Share Consolidation
Under the Share Consolidation, it is proposed that every
ninety-one existing Ordinary Shares be consolidated into two new
Ordinary Shares. Accordingly, the proportion of new Ordinary Shares
held by each existing Shareholder immediately before the Share
Consolidation will, save for fractional entitlements, be the same
as the proportion of new Ordinary Shares held by each existing
Shareholder immediately after the Share Consolidation. The new
Ordinary Shares will carry the same rights as those attaching to
the existing Ordinary Shares.
The Existing Board believes that the Share Consolidation will
result in a more appropriate number of shares in issue given the
Company's size. The Share Consolidation may also help to make the
Company's shares more attractive to investors and may result in a
narrowing of the bid/offer spread, thereby improving liquidity.
Changes to the Board
Following Cancellation and ISDX Admission, the new Board will be
as follows:
Alan Kitchin (Non-Executive Chairman)
David Sumner (Chief Executive Officer)
John-Paul Etheridge (Chief Financial Officer)
Steven Howson (Non-Executive Director)
Aamir Quraishi (Non-Executive Director)
Lee Keen Whye (Non-Executive Director)
Further information on the new Board is set out in the ISDX
Admission Document.
Change of Advisers
Cantor Fitzgerald Europe has provided notice to the Company to
cease acting as nominated adviser and broker on the date of
Cancellation. On the same date WH Ireland Limited will be appointed
by the Company as its Corporate Adviser in respect of the ISDX
Admission and Daniel Stewart & Company plc will be appointed
Broker.
Expected Timetable of Principal Events
The dates and times below on the Company's current expectations
and may be subject to change. Any changes to the expected timetable
will be announced via a Regulatory Information Service.
2016
Announcement of cancellation of admission 22 August
to AIM and publication the Cancellation
Circular and the ISDX Admission Document
First EGM 10.00 a.m. (SGT) on 15
September
Second EGM 10.30 a.m. (SGT) on 15
September
Record date for the Share Consolidation close of business on 22
September
Expected final day of dealings of the 23 September
Ordinary Shares on AIM
Cancellation of the admission to trading 23 September
on AIM of the Ordinary Shares, admission
of the Ordinary Shares to trading on
ISDX and completion of the Acquisition
Enquiries:
Yujin International Ltd. Tel: 00 (65) 6226 2963
Keen Whye Lee
Cantor Fitzgerald Europe Tel: 020 7894 7000
Rick Thompson/David Foreman/Michael
Reynolds
W H Ireland Limited Tel: 0113 394 6600
Tim Feather/Liam Gribben
This information is provided by RNS
The company news service from the London Stock Exchange
END
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