Statement re Proposed Cancellation of Listing
October 29 2009 - 2:04AM
UK Regulatory
TIDMINST
29 October 2009
INSTORE PLC
("Instore" or the "Company")
PROPOSED CANCELLATION OF LISTING
The Board of Instore ("Board") announces that, after careful
consideration, it has concluded that it would be in the best
interests of shareholders as a whole to seek to cancel the Company's
listing on the Official List of the UK Listing Authority and trading
on the London Stock Exchange's market for listed securities
("Delisting").
The Board has today released the interim results for the 26 week
period to 29th August 2009 and has stated in those results that Crown
Crest's investment in and commitment to the Company has been, and
will continue to be, of vital importance. Not only is Crown Crest
providing material financial support by way of loan and trade credit
facilities, it is also assisting through initiatives such as joint
buying and logistical support. While such assistance is provided
always on a commercial and 'arm's length' basis, these are avenues of
finance and credit that may well not have been available to the
Company at all from traditional sources. The Board believes that
even when general economic conditions improve, the Company's
substantial dependence on the Crown Crest Group will continue and
that the Company's interests will be best served by some or all of
the Company's indebtedness to Crown Crest being converted into share
capital. If approved, this would decrease further the proportion of
the Company's shares in public hands and bring into question the
continuing appropriateness of maintaining the Company's listing.
The Board have concluded that the benefits which the Company and its
shareholders are able to derive from the listing are considerably
outweighed by the costs incurred by the Company as a direct result of
the listing. Accordingly, the Board has come to the conclusion that
it is no longer in shareholders' best interests to maintain its
listing.
The Board is aware that the implementation of the Delisting will
restrict the ability of shareholders to realise their shareholdings
in the Company, if they so wish, in the future and that not all
shareholders will be able or willing to continue to own Instore
shares following the Delisting. The Board has determined that
following the completion of the Delisting, the Company will offer to
buy back ordinary shares from qualifying shareholders, by way of a
tender offer at a price of 5p per share and then seek to re-register
the Company as a private limited company. The buyback of ordinary
shares by way of a tender offer and the re-registration would be
subject to the passing of certain resolutions at a further general
meeting of the Company which will convened following the Delisting of
the Company.
A circular providing full detail of the proposed Delisting and
convening a general meeting will be sent to shareholders shortly.
The Board unanimously believes the Delisting to be in the best
interests of shareholders as a whole, and is recommending that
shareholders vote in favour of the resolution to implement the
Delisting at the general meeting.
- Ends -
For further information please contact:
Instore plc
Ebrahim Suleman - Finance Director 01484 431444
Cattaneo LLP - Financial Advisers
Charles Cattaneo 0121
616 0395
Ian Stanway
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