Proposed delisting (8406D)
May 22 2012 - 5:39AM
UK Regulatory
TIDMACS
RNS Number : 8406D
AI Claims Solutions PLC
22 May 2012
Ai Claims Solutions PLC ("Ai Claims" or the "Company")
Cancellation of admission to trading on AIM
The Company today announces that it intends to seek shareholder
approval to cancel the admission of its ordinary shares of 10 pence
each (the "Ordinary Shares") to trading on AIM (the "Cancellation")
and to re-register the Company as a private limited company (the
"Re-registration").
Under the AIM Rules, it is a requirement that any cancellation
of admission to trading on AIM must be approved by not less than 75
per cent. of votes cast by shareholders voting in a general
meeting. Accordingly, the Company today expects to send to
shareholders a circular and notice of general meeting convening a
general meeting at which special resolutions will be proposed to
approve the Cancellation and Re-registration (the "General
Meeting").
The General Meeting will be held at the registered office of the
Company, being Indemnity House, Sir Frank Whittle Way, Blackpool
FY4 2FB at 11:00 am on 8 June 2012. Should the Cancellation be
approved at the General Meeting, it is expected that it will take
effect at 7:00 am on 22 June 2012.
Delisting from AIM
The offer document sent to shareholders on 24 April 2012 (the
"Offer Document") set out details of the mandatory offer by
Quindell to acquire the entire issued share capital of the Company
(other than those shares already owned by Quindell). Further to
this, Quindell and the Company announced on 15 May 2012 that
Quindell had received valid acceptances in respect of a total of
10,359,922 Ordinary Shares. Prior to the making of the Offer, which
was unconditional in all respects at the time it was announced,
Quindell owned 47,292,558 Ordinary Shares, representing
approximately 77.6 per cent. of the issued share capital of the
Company. Therefore, as at 15 May 2012, Quindell now owns or has
received acceptances in respect of a total of 57,652,480 Ordinary
Shares, representing, in aggregate, approximately 94.6 per cent. of
the issued share capital of the Company.
At the request of Quindell, who as stated above now owns or has
received acceptances in respect of approximately 94.6 per cent. of
the issued share capital of the Company, Ai Claims has notified the
London Stock Exchange of its intention to seek a cancellation of
admission to trading on AIM and, following such Cancellation
becoming effective, the Company will apply to re-register as a
private company under the relevant provisions of the Act. In
accordance with the AIM Rules, the Company is seeking shareholder
approval for the Cancellation. Shareholders should note that the
Offer by Quindell will remain open until 1:00 pm on 29 May 2012 and
shareholders can therefore continue to accept the Offer until that
time.
Quindell has indicated that it will vote in favour of the
Cancellation and, given its shareholding in Ai Claims, it is
expected that the Cancellation will be approved at the General
Meeting. Shareholders who have not yet validly accepted the Offer
are, therefore, urged to do so as soon as possible; failure to do
so may result in them holding shares in a private company for which
there will be no publicly quoted price and no market dealing
facility.
Following the Delisting, there will be no market facility for
dealing in the Ordinary Shares and no price will be publicly quoted
for the Ordinary Shares. As such, holdings of Ordinary Shares are
unlikely to be capable of sale and will be difficult to value.
However, while there can be no guarantee of any shareholders
being able to purchase or sell any Ordinary Shares, any shareholder
seeking to do so should contact the Company Secretary in writing at
the Registered Office at Indemnity House, Sir Frank Whittle Way,
Blackpool FY4 2FB.
Re-registration as a private limited company
If the Cancellation is approved, the Ordinary Shares will no
longer be admitted to trading on AIM. In this event, the Board
proposes that the Company be re-registered as a private limited
company under the Act as this will reduce both the costs and
complexities of operating the Company.
Expected timetable of events
Dispatch of the circular and notice of 22 May 2012
general meeting:
Latest time and date for receipt of forms 11:00 am on 6 June
of proxy: 2012
General Meeting: 11:00 am on 8 June
2012
Expected last date for trading of the Ordinary 21 June 2012*
Shares on AIM:
Expected time and date that admission of 7:00 am on 22 June
the Ordinary Shares to trading on AIM will 2012*
be cancelled:
*Assuming that the General Meeting is not adjourned and that the
resolution approving the Cancellation is approved
Note:
References in this document to time are to London time, unless
specified otherwise.
Shareholders should note the following:
The Cancellation and Re-registration are certain to go
ahead.
Following the Cancellation there will be no publicly available
market for the Ordinary Shares. Accordingly shareholders will not
be able to sell their shares easily.
Quindell have declared that the Offer will remain open until 29
May 2012 but will not be further extended.
Any shareholder who does not wish to remain as a minority
shareholder in a private, unquoted company should accept Quindell's
offer before it closes.
Capitalised terms used but not defined in this announcement have
the same meaning as given to them in the Offer Document.
For further information, please contact:
Ai Claims Solutions PLC
David Sandhu 0844 571 3108
Peter Harrison 0844 571 3200
Shore Capital and Corporate Limited 020 7408 4090
Stephane Auton
Patrick Castle
This information is provided by RNS
The company news service from the London Stock Exchange
END
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