TIDMIDA
RNS Number : 7305P
IdaTech PLC
07 October 2011
For immediate release 7 October 2011
IdaTech plc
("IdaTech" or "the Company")
PROPOSED CANCELLATION OF TRADING ON AIM
PROPOSED RE--REGISTRATION AS A PRIVATE COMPANY
AND
NOTICE OF GENERAL MEETING
Your attention is drawn to the letter from the Chairman of the
Company which is set out in this document and which contains,
amongst other matters, the Board's recommendation to vote in favour
of the Resolutions to be proposed at the General Meeting referred
to below.
This document does not constitute or form part of any offer or
invitation to sell or issue, or any solicitation of any offer to
acquire, purchase or subscribe for any securities. This document
has not been examined or approved by the Financial Services
Authority or the London Stock Exchange or any other regulatory
authority.
Copies of this document (together with copies of the proposed
new Articles of Association of the Company) are available free of
charge until the close of the General Meeting at the Company's
registered office, 2 Gresham Street, London EC2V 7QP during usual
business hours or from the investors section of the Company's
website (www.idatech.com). You may not use that website to
communicate with the Company for any purpose in connection with
this document or the General Meeting.
For further information please contact:
IdaTech plc
Harol Koyama, Chief Executive
Officer +1 541 322 1000
James Cooke, Chief Financial Officer
Numis Securities Limited +44 (0) 20 7260 1000
Michael Meade / Hugh Jonathon
Buchanan Communications +44 (0) 20 7466 5000
Charles Ryland / Catherine Breen
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Despatch of this document, the Notice of General 7 October 2011
Meeting and the Form of Proxy:
Latest time and date for receipt of Forms 12:00 p.m. on 30
of Proxy: October 2011
General Meeting: 12:00 p.m. on 1
November 2011
Last day of dealings of Ordinary Shares on 8 November 2011
AIM and in CREST:
Cancellation of admission to trading on AIM: 7:00 am,9 November
2011
All of the times referred to in this document refer to London
time.
Dates set against events that are expected to occur after the
expected date of the General Meeting assume that the General
Meeting is not adjourned and that the Resolutions are passed at the
General Meeting.
All of these times and dates are subject to change at the
Company's discretion. In the event of any change, the revised times
and dates will be notified to Shareholders by an announcement
through a Regulatory Information Service (as defined in the AIM
Rules).
LETTER FROM THE CHAIRMAN
Proposed cancellation of trading on AIM
Proposed re--registration as a private company
and
Notice of General Meeting
Introduction
On 30 September 2011, the Company announced that it intends to
apply to cancel the trading of its Ordinary Shares on AIM. Pursuant
to the AIM Rules for Companies, the Cancellation is conditional
upon the passing of the Cancellation Resolution with the approval
of 75 per cent. of Shareholders present and voting in person or by
proxy or by authorised representative at the General Meeting.
Accordingly, the purpose of this letter is to explain the reasons
for the proposed Cancellation and to seek your support for it at
the General Meeting to be held on 1 November 2011.. If the
Cancellation Resolution is approved, it is expected that the
Cancellation will take effect on 9 November 2011.
Background to and reasons for the Cancellation
It is the Board's view that the Company will need to raise
additional finance before it achieves sustainable commercial
viability.
The Company remains dependent on loan finance from Investec
Group Investments (UK) Limited ("Investec"), its principal
shareholder. Investec has indicated that further funding would not
be forthcoming unless the Company cancelled its Ordinary Shares
from trading on AIM. Currently, there is virtually no market in the
Company's shares and therefore no real established market value for
the Company. In such circumstances the Board believes raising new
money on acceptable terms from the public markets in the current
economic environment is for all practical purposes impossible.
Consequently and as previously reported, the Directors have
unanimously determined that the Cancellation would offer greater
flexibility in arranging future financing and entering into
strategic partner relationships than in a public company
setting.
In the meantime the Company must conserve its limited financial
resources, cutting costs wherever it sensibly can. An AIM listing
is a significant cost for which the Board believes the Company does
not receive a commensurate benefit.
The Directors have therefore decided to put a resolution to
Shareholders for the termination of the AIM trading facility as
part of the current austerity measures and to secure ongoing
funding. The Directors have received undertakings to vote in favour
of the Cancellation Resolution in respect of approximately 77 per
cent. of the Ordinary Shares of the Company; accordingly the
Directors expect the Cancellation Resolution will be validly
passed.
The Cancellation and the Re--Registration
The Company has applied to the London Stock Exchange pursuant to
Rule 41 of the AIM Rules for Companies for the Cancellation and it
is expected that, subject to the approval of Shareholders at the
General Meeting by Special Resolution, the Cancellation will become
effective on 9 November 2011. If the Cancellation Resolution is
passed and the Cancellation becomes effective there will no longer
be any public market in the Company's Ordinary Shares. It is not
the intention of the Company to support any off--market or matched
bargain facilities in the Ordinary Shares although certain
stockbrokers or market intermediaries may be able to offer such
services to Shareholders.
Following (and conditional upon) Cancellation it is the
intention of the Directors to effect the Re--Registration. The
Directors consider the Re--Registration to be appropriate in
connection with the Cancellation and desirable to help facilitate
future distributions, if any, made by the Company to Shareholders.
Re--Registration is subject to the approval of Shareholders at the
General Meeting by Special Resolution. As part of the
re-registration of the Company as a private limited company from a
public limited company, an Ordinary Resolution will be proposed at
the General Meeting to grant the Directors the power to allot
shares with effect from the Re-Registration.
In line with good corporate governance, the Cancellation and
Re--Registration are the subject of separate Special Resolutions,
each of which requires the approval of 75 per cent. of Shareholders
present and voting in person or by proxy or by authorised
representative at the General Meeting in order for such Resolution
to be passed.
An expected timetable of principal events is set out at the
beginning of this document.
Effecting transactions in Ordinary Shares following
Cancellation
Following Cancellation, although the Ordinary Shares will remain
transferable they will no longer be tradable on AIM and no other
trading facility will be available to enable the trading of the
Ordinary Shares. Consequently, there can be no guarantee that
following Cancellation a Shareholder will be able to purchase or
sell any Ordinary Shares.
Following Cancellation, transfers of Ordinary Shares may be
effected in accordance with those provisions of the Company's
articles of association concerning transfers of shares.
Strategy following the Cancellation
Should the Cancellation be approved by Shareholders, the
Directors would intend to continue the strategy followed by the
Company to date. This would include continuing to seed the market
for the rapid adoption of the Company's fuel cell products by the
sale of profitable and reliable systems, continued new product
development of products that can compete directly in the diesel
generator market and establishing and validating flexible, low cost
and high quality production capabilities.
Principal effects of the Cancellation
The principal effects of the Cancellation, should it be approved
by Shareholders, would include (amongst others):
-- there would be no public stock market on which Shareholders
can trade their Ordinary Shares;
-- no price would be publicly quoted for the Ordinary Shares;
and
-- the Company will no longer be subject to the AIM Rules for
Companies after the Cancellation and, accordingly, it will not
(amongst other things) be required to retain a nominated adviser or
to comply with the requirements of AIM in relation to annual
accounts, half--yearly reports, the disclosure of price--sensitive
information and retaining a restricted investing policy.
Following the Cancellation:
-- as the future funding of the Company will continue to be
uncertain, the value of the Ordinary Shares will also be uncertain.
Should funding not become available, there may be little or no
value to the Ordinary Shares in the Company; and
-- the Company may consider re-locating its central place of
management and control to outside of the UK. This decision will be
driven by such considerations as sourcing of funding and cost
pressures. If this re-location takes place, the Takeover Code may
cease to apply to the Company.
-- the Company will immediately move to cut the costs associated
with the trading of shares on AIM, which is likely to include a
reduction in the size of the Board
Takeover Code
Following the Cancellation, the Company will remain subject to
the Takeover Code for a period of ten years on the basis that the
Company's place of central management and control remains in the
UK. However, if at any time during that period the Takeover Panel
determines that the Company's place of central management and
control is no longer in the UK, the Takeover Code would cease to
apply to the Company, and the Company's minority shareholders would
no longer benefit from the protections afforded to them by the
Takeover Code.
General Meeting
Shareholders will find at the end of this document a notice
convening a General Meeting of the Company, to be held at the
Company's registered office at 2 Gresham Street, London EC2V 7QP at
12:00 p.m. on 1 November 2011.
At the General Meeting, Special Resolutions will be proposed to
authorise the Cancellation and Re--Registration, and an Ordinary
Resolution will be proposed to grant the Directors the power to
allot shares with effect from the Re-Registration
Undertakings have been provided to vote in favour of the
Cancellation Resolution in respect of approximately 77 per cent. of
the Ordinary Shares of the Company.
Action to be taken
Shareholders will find enclosed with this document a Form of
Proxy for use at the General Meeting.
It is important that you complete and sign the enclosed Form of
Proxy in accordance with the instructions printed thereon and
return it to the Company's registrars, Capita Registrars, PXS, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as
possible and in any event so as to be received by Capita Registrars
no later than 12:00 p.m. on 30 October 2011. Completion and return
of the Form of Proxy or the electronic appointment of a proxy will
not preclude Shareholders from attending and voting at the meeting,
should they wish to do so.
Directors' recommendation
The Company has received irrevocable undertakings from its two
largest shareholders, Investec and the IdaTech Employee Benefit
Trust, which together represent approximately 77 per cent. of the
Ordinary Shares of the Company, to vote in favour of the
Cancellation.
The Directors have undertaken a review of both the advantages
and disadvantages of maintaining admission of the Ordinary Shares
to trading on AIM, and have concluded that the Cancellation and the
Re--Registration to be in the best interests of the Company and the
Shareholders as a whole and most likely to promote the success of
the Company.
Accordingly, the Directors unanimously recommend Shareholders to
vote in favour of the Resolutions to be proposed at the General
Meeting as they intend to do in respect of their interests
representing, in aggregate, 2 per cent. of the Ordinary Shares of
the Company.
All capitalised terms are as defined in the circular.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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