Notice of EGM and Cancellation of Admission to AIM
November 26 2008 - 1:02AM
UK Regulatory
RNS Number : 9215I
Celoxica Holdings PLC
26 November 2008
26 November 2008
CELOXICA HOLDINGS PLC
("Celoxica", the "Company" or the "Group")
Notice of Extraordinary General Meeting and Cancellation of Admission to AIM
Celoxica Holdings plc (AIM: CXA) a leading provider of low latency trading solutions for the financial services sector, announces that a
circular will today be despatched to Shareholders convening an Extraordinary General Meeting to seek Shareholder approval to cancel the
admission of the Company's ordinary shares to trading on AIM.
The Board has concluded that the costs and regulatory requirements associated with retaining Celoxica's AIM listing are a significant
burden on the Company's financial resources and outweigh the benefits gained from Admission.
The Extraordinary General Meeting will be held at the offices of the Company at 66 Milton Park, Abingdon, Oxfordshire, OX14 4RX
commencing at 10.00 a.m. on 19 December 2008. If approved it is expected that Cancellation will take effect from 7.00 a.m. on 31 December
2008.
ENQUIRIES
Celoxica Holdings plc (www.celoxica.com) Tel: +44 (0)1235 863656
Lee Staines, CEO
Antoine Rescourio, COO
Arbuthnot Tel: +44 (0) 20 7012 2000
Tom Griffiths
Alasdair Younie
ICIS Tel: +44 (0) 20 7651 8688
Tom Moriarty
Caroline Evans-Jones
Introduction
The Company announces that it is seeking Shareholder approval to cancel the admission of the Ordinary Shares to trading on AIM.
Recommendations
The Directors consider that the Resolutions are in the best interests of the Company and the Shareholders as a whole and are most likely
to promote the success of the Company for the benefit of the Shareholders as a whole.
Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the EGM as they
have irrevocably undertaken to vote and certain other Shareholders have irrevocably undertaken to do in respect of their beneficial
shareholdings, which in aggregate amount to 148,763,418 Ordinary Shares, representing approximately 52.1 per cent. of the Ordinary Shares.
Cancellation of Admission
Following the sale of the Company's Electronic System Level ("ESL") business in January 2008, the Company has focused strategically on
its Market Data Accelerator product line and the financial services accelerated computing business plan. The Company has also continued to
review its costs base.
The Board have concluded that the costs and regulatory requirements associated with retaining Company's AIM quotation are a significant
burden on the Company's financial resources and outweigh the benefits gained from Admission. The costs include fees paid to the Company's
nominated advisor, annual fees paid to London Stock Exchange, costs relating to public announcements and certain fees and expenses of
professional advisers engaged to provide services relating to the Company's Ordinary Shares being traded on AIM.
In addition to the overheads incurred by the Company as a result of its Ordinary Shares being traded on AIM:
* the Company has seen limited trading volume in the Company's shares since
its Admission; and
* the Directors consider that given the Company's size and share price and
the current market conditions it would be difficult to raise additional
funds on AIM.
Following Cancellation (if so approved by the Shareholders) the Directors intend to reposition the Company as a technology start-up
focusing on delivering solutions to the financial market. Cancellation will allow the Company to focus all its energy and resources on
business development.
As such after careful consideration, your Board have therefore concluded that it is in the best interests of the Company and
Shareholders if the Company's admission to trading on AIM is cancelled.
Shareholders should note that Cancellation is likely to reduce significantly the liquidity and marketability of the Ordinary Shares.
Once Cancellation has taken effect, Shareholders will no longer be able to effect transactions in the Ordinary Shares on market at the
market price. Following Cancellation, therefore, Shareholders will have to effect any further transactions in the Ordinary Shares off market
at a price to be agreed between the relevant parties. 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 66 Milton Park, Abingdon,
Oxfordshire OX14 4RX. Dealings in the Ordinary Shares following Cancellation will continue to be eligible for settlement through CREST in
uncertificated form.
The Company will continue to post information about the Company on its website (www.celoxica.com) and will continue to hold general
meetings in accordance with the applicable statutory requirements and the Company's articles. Shareholders should note that the Company will
remain subject to the provisions of the City Code on Takeovers and Mergers.
Options and the Warrant
Option holders
As at 25 November 2008, the latest day prior to the date of this announcement, the Company had granted options over 37,615,000 Ordinary
Shares to employees and Directors which remain outstanding and have not been exercised. All of the options are underwater, namely their
exercise prices are above the current market value of the Ordinary Shares.
The proposed Cancellation will not affect the status of the options outlined above which can be exercised in accordance with their terms
following the proposed Cancellation.
Warrant holder
The proposed Cancellation will not affect the status of the Warrant which can be exercised in accordance with its terms notwithstanding
Cancellation.
EGM - Resolution 1
Under the AIM Rules for Companies, it is a requirement that any Cancellation must be approved by not less than 75 per cent. of votes
cast by Shareholders in general meeting. Accordingly the notice of EGM set out at the end of the shareholder circular contains a special
resolution:
(i) to approve the application to London Stock Exchange for cancellation of
admission of the Ordinary Shares to trading on AIM; and
(ii) to approve such cancellation.
The EGM will be held at the offices of the Company at 66 Milton Park, Abingdon, Oxfordshire, OX14 4RX commencing at 10.00 a.m. on 19
December 2008. If approved it is expected that the Cancellation of Admission will take effect from 7.00 a.m. on 31 December 2008.
Articles of Association - Resolution 2
Conditional on the passing of Resolution 1 and on the Cancellation of Admission, this resolution seeks the approval of the Shareholders
to amend and update the Company's articles of association to reflect the implementation of certain provisions of the Companies Act 2006 in
force at the date of the EGM. The amended articles of association can be viewed on the Company's website (www.celoxica.com). Please note in
particular that the provisions dealing with the length of notice required to convene general meetings are being amended to conform to new
provisions in the Companies Act 2006. In particular an extraordinary general meeting to consider a special resolution can be convened on 14
days' notice whereas previously 21 days' notice was required.
Irrevocable Undertakings
The proposed Cancellation is conditional, inter alia, upon the Shareholders passing the Resolutions at the EGM. The Directors have
irrevocable undertaken to vote in favour of the Resolutions in respect of 29,815,789 Ordinary Shares, representing, in aggregate,
approximately 10.4 per cent. of the Ordinary Shares and certain other Shareholders have irrevocably undertaken to vote in favour of the
Resolutions in respect of 118,947,629 Ordinary Shares, representing, in aggregate, approximately 41.7 per cent. of the Ordinary Shares.
Therefore, the Company has received in aggregate undertakings to vote in favour of the Resolutions in respect of 148,763,418 Ordinary
Shares, representing approximately 52.1 per cent. of the Ordinary Shares.
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:
"Admission" admission of the Ordinary Shares to trading on
AIM, effective from 27 October 2005
"AIM" the market of that name operated by London Stock
Exchange
"AIM Rules for Companies" the rules for companies applying for admission to
and whose securities are traded on AIM and
published by London Stock Exchange as amended
from time to time
"Cancellation" the cancellation of Admission subject to the
passing of the Resolutions and the issue by the
London Stock Exchange of the AIM notice effecting
the cancellation of the Company's Ordinary Shares
to trading on AIM
"Company" or "Celoxica" Celoxica Holdings Plc
"CREST" the relevant system (as defined in the
Uncertificated Securities Regulations 2001)
operated by Euroclear UK & Ireland Limited which
facilitates the transfer of title to shares in
uncertificated form
"Directors" or "the Board" the directors of the Company
"Form of Proxy" the form of proxy enclosed with the shareholder
circular for use by Shareholders in connection
with the EGM
"EGM" the extraordinary general meeting of the Company
convened for 10.00 a.m. on 19 December 2008
"London Stock Exchange" London Stock Exchange plc
"Option holders" holders of options over Ordinary Shares
"Ordinary Shares" the ordinary shares of 1 pence in the capital of
the Company
"Resolutions" the resolutions to be proposed at the EGM
"Shareholders" holders of Ordinary Shares
"Warrant holder" ETV Panama S.A. being the holder of the Warrant
"Warrant Instrument" the warrant instrument entered into by the
Company on 21 December 2004
"Warrant" the warrant created by the Warrant Instrument
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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