Proposed Cancellation and Change of Name
October 20 2009 - 1:00AM
UK Regulatory
TIDMMBK
RNS Number : 0127B
Millbrook Scientific InstrumentsPLC
20 October 2009
MILLBROOK SCIENTIFIC INSTRUMENTS PLC
("Millbrook" or the "Company")
PROPOSED CANCELLATION OF ADMISSION, PROPOSED CHANGE OF NAME AND GENERAL MEETING
Summary
The Company announces that it is seeking Shareholder approval for the
cancellation of admission to trading on AIM of the Company's Ordinary Shares.
A circular will be posted to Shareholders later today and, together with this
announcement, it will explain the rationale behind the proposed Cancellation and
why the Directors unanimously consider the proposed Cancellation to be in the
best interests of the Company and its shareholders as a whole and why they
recommend that Shareholders vote in favour of the Resolutions as they intend to
do in respect of their own beneficial holdings of Ordinary Shares.
Shareholder approval is required under the AIM Rules for the proposed
Cancellation and under the Act for the proposed change of name of the Company.
A General Meeting of the Company will be held at 12.00 p.m. on Thursday 5
November 2009 at the offices of Halliwells LLP, 3 Hardman Square,
Spinningfields, Manchester M3 3EB at which the Resolutions will be proposed. A
notice convening the General Meeting is set out at the end of this document.
For further information please contact:
Millbrook Scientific Instruments Plc
Stephen Blank, Chairman
Paul Grasske, Chief Executive
Tel: +44 (0) 1978 261 615
Zeus Capital Limited
Alex Clarkson / Tom Rowley
Tel: +44 (0) 161 831 1512
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
+-------------------------------------------+----------------------------------+
| | |
+-------------------------------------------+----------------------------------+
| | 2009 |
+-------------------------------------------+----------------------------------+
| | |
+-------------------------------------------+----------------------------------+
| Dispatch of the Circular | Tuesday 20 October |
+-------------------------------------------+----------------------------------+
| | |
+-------------------------------------------+----------------------------------+
| Latest date and time for receipt of Forms | 12.00 p.m. on Tuesday 3 November |
| of Proxy | |
+-------------------------------------------+----------------------------------+
| | |
+-------------------------------------------+----------------------------------+
| General Meeting | 12.00 p.m. on Thursday 5 |
| | November |
+-------------------------------------------+----------------------------------+
| | |
+-------------------------------------------+----------------------------------+
| Proposed date and time of Cancellation | 7.00 a.m. on Tuesday 17 November |
+-------------------------------------------+----------------------------------+
1. Background and Reasons for the Proposed Cancellation
The Directors believe that the costs and regulatory requirements associated with
maintaining the AIM Admission are a significant burden on the Company's
financial resources. These costs include fees paid to the Company's nominated
adviser, broker and registrars, annual fees paid to the London Stock Exchange
plc, costs relating to public announcements and the additional fees and expenses
of Directors, accountants and lawyers engaged to provide services in connection
with maintaining the AIM Admission. The Company estimates that if the
Cancellation is approved by Shareholders the Group will save approximately
GBP50,000 per annum.
In our announcements of 22 September 2009 and 6 October 2009, we referred to the
placing into administration of MIL, one of the Company's subsidiaries. The
effect of this is that the Group now has only one operating subsidiary which
will henceforth have to operate in the full glare of the public spotlight. The
Directors consider that this places it at a considerable commercial disadvantage
to its competitors, most of which are divisions of major international groups,
the rest being private companies, which do not have to comply with the
disclosure rules applicable to an AIM listed company.
Furthermore, the Board believes that maintaining the AIM Admission is, and would
continue to be, a significant burden and drain on management time. As at the
close of trading on 15 October 2009 the Company had a market capitalisation of
approximately GBP921,000. Given the size of the Company, the Board believes that
a disproportionate amount of management time is spent dealing with AIM related
matters and issues. The Board believes that Shareholders would be better served
if the Directors and key management were free to focus on the underlying
business without the time drag and other commitments which are an inevitable
part of operating in a public market arena.
In addition to the direct and indirect costs involved in maintaining the AIM
Admission, the Board considers few benefits accrue to the Company or
Shareholders from the AIM Admission and in particular:
* the Company has seen limited trading volume in its Ordinary Shares, with an
average daily volume of approximately 49,792 shares (which represents
approximately 0.07 per cent. of the entire issued share capital of the Company)
over the three months ending 30 September 2009 (excluding the period during
which trading was suspended); and
* given its size, the Company is, without significant corporate activity,
currently unlikely to benefit from any new institutional investors or additional
analyst interest in the secondary market.
The Board has considered other options with a view to returning value to
Shareholders whilst the Company maintains its AIM Admission. The Board believes,
however, that given the current financial climate it is likely to be difficult
to sell all or part of the Group at a valuation which adequately values the
underlying business or is sensible in relation to the expected associated costs
of such a transaction.
With this in mind, the Board has decided to propose the cancellation of
admission to trading on AIM of the Ordinary Shares in order to focus on
continuing to grow the inherent value of the Company. It is also carrying out a
strategic review to consider how to best maximise Shareholder value and enhance
the Company's ability to meet the needs of its customers.
The Directors' intention is that the Company should remain a public but unlisted
company.
2. Effect of the Proposed Cancellation on Shareholders
The principal effects of the proposed Cancellation would be that:
(a) there would no longer be a formal market mechanism enabling the
Shareholders to trade their shares on AIM or any other market or tracking
exchange;
(b) the Company would not be bound to announce material events,
administrative charges or material transactions nor to announce interim or final
results;
(c) the Company would no longer be required to comply with any of the
additional specific corporate governance requirements for companies admitted to
trading on AIM; and
(d) the Company will no longer be subject to the AIM Rules and
Shareholders will no longer be required to vote on certain matters as provided
in the AIM Rules.
The Board will, however, continue to:
(a) post information relating to the Company on its website at
www.millbrook-instruments.com (although if the Resolution to change the name of
the Company is passed, the website will be changed to
www.micromaterialsholdings.co.uk);
(b) hold general meetings in accordance with the applicable statutory
requirements and the Company's articles of association; and
(c) send Shareholders copies of the Company's audited accounts in
accordance with the applicable statutory requirements.
The provisions of the City Code on Takeovers and Mergers will continue to apply
to the Company following the Cancellation.
3. Approving the Cancellation
Under the AIM Rules, it is a requirement that the Cancellation must be approved
by not less than 75 per cent. of the Shareholders voting (whether in person or
by proxy) at the General Meeting. Accordingly, the notice of General
Meeting, which accompanies the Circular, contains a special resolution to
approve the Cancellation of Admission of the Ordinary Shares to trading on AIM.
The Company has notified the London Stock Exchange of its intention to seek
Shareholder approval for the Cancellation. If the Resolution is approved, it is
expected that the Cancellation will take effect on Tuesday 17 November 2009,
being at least 5 clear business days following the date of the General Meeting.
4. Following the Cancellation
Whilst the Board believes that the Cancellation is in the Shareholders'
interests, it recognises that the Cancellation will make it more difficult for
the Shareholders to buy and sell Ordinary Shares should they so wish.
Subject to approval of the Cancellation, the Board intends to set up a matched
bargain facility to enable Shareholders to trade Ordinary Shares. Under this
facility, it is intended that Shareholders or persons wishing to acquire shares
will be able to leave an indication with a matched bargain facility provider
that they are prepared to buy or sell at an agreed price. In the event that the
matched bargain facility provider is able to match that order with an opposite
sell or buy instruction, the matched bargain facility provider will contact both
parties and effect the bargain. Shareholders who do not have their own broker
may need to register with the matched bargain facility provider as a new client.
Once the facility has been arranged details will be made available to
Shareholders on the Company's website at www.millbrook-instruments.com (or if
the name change is approved www.micromaterialsholdings.co.uk).
5. Change of Name
If Resolution 1 is approved, the Directors consider it appropriate that the name
of the holding company more accurately reflects the activities of its only
subsidiary, Micro Materials Limited. Therefore, subject to the passing of
Resolution 1, it will be proposed at the General Meeting to change the name of
the Company to Micro Materials Holdings plc. Since Resolution 2 is a special
resolution it must be approved by not less than 75 per cent. of the Shareholders
voting (whether in person or by proxy) at the General Meeting.
6. General Meeting
Set out at the end of the Circular is the notice convening the General Meeting
to be held at the offices of Halliwells LLP, 3 Hardman Square, Spinningfields,
Manchester M3 3EB on Thursday 5 November 2009 at 12.00 p.m. at which the
Resolutions will be proposed.
7. Action to be taken by Shareholders
A Form of Proxy for use at the General Meeting will accompany the Circular. The
Form of Proxy should be completed and signed in accordance with the instructions
thereon and returned to the Company's registrars, Share Registrars Limited,
Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL, as soon as
possible, but in any event so as to be received by no later than 12.00 p.m. on 3
November 2009. The completion and return of a Form of Proxy will not preclude a
Shareholder from attending the General Meeting and voting in person should he or
she so wish.
8. Recommendation
For the reasons set out above, particularly in paragraph 1, the Directors
consider that the Cancellation and the change of name will promote the success
of the Company and are in the best interests of the Company and its Shareholders
as a whole. Accordingly, the Directors unanimously recommend that Shareholders
vote in favour of the Resolutions as they intend to do in respect of their own
beneficial holdings of 672,000 Ordinary Shares, representing approximately 0.91
per cent. of the entire issued share capital of the Company.
DEFINITIONS
+--------------------------------+----------------------------------------------+
| "Act" | the Companies Act 2006 |
| | |
+--------------------------------+----------------------------------------------+
| "Admission" | the admission of the Ordinary Shares to |
| | trading on AIM |
| | |
+--------------------------------+----------------------------------------------+
| "AIM" | a market operated by London Stock Exchange |
| | plc |
| | |
+--------------------------------+----------------------------------------------+
| "AIM Rules" | the AIM Rules for Companies published by the |
| | London Stock Exchange from time to time |
| | (including, without limitation, any guidance |
| | notes or statements of practice) which |
| | govern the rules and responsibilities of |
| | companies whose shares are admitted to |
| | trading on AIM |
| | |
+--------------------------------+----------------------------------------------+
| "Board" | the board of directors of the Company at the |
| | date of this document |
| | |
+--------------------------------+----------------------------------------------+
| "Cancellation" | the proposed cancellation of the Company's |
| | Ordinary Shares from admission to trading on |
| | AIM, subject to the passing of Resolution 1 |
| | |
+--------------------------------+----------------------------------------------+
| "Circular" | the circular posted to Shareholders on 20 |
| | October 2009 |
| | |
+--------------------------------+----------------------------------------------+
| "Company" or "Millbrook" | Millbrook Scientific Instruments plc |
| | |
+--------------------------------+----------------------------------------------+
| "Directors" | the directors of the Company |
| | |
+--------------------------------+----------------------------------------------+
| "General Meeting" or " GM" | the general meeting of the Company, convened |
| | for 12.00 p.m. on Thursday 5 November 2009, |
| | and any adjournment thereof, which will |
| | consider the Resolutions |
| | |
+--------------------------------+----------------------------------------------+
| "Form of Proxy" | the form of proxy enclosed with the Circular |
| | for use by Shareholders in connection with |
| | the GM |
| | |
+--------------------------------+----------------------------------------------+
| "Group" | Millbrook and its subsidiaries |
| | |
+--------------------------------+----------------------------------------------+
| "MIL" | Millbrook Instruments Limited in |
| | Administration |
| | |
+--------------------------------+----------------------------------------------+
| "Ordinary Shares" | ordinary shares of 1p each in the capital of |
| | the Company |
| | |
+--------------------------------+----------------------------------------------+
| "Resolution 1" | the first special resolution to be proposed |
| | at the General Meeting, relating to the |
| | Cancellation |
| | |
+--------------------------------+----------------------------------------------+
| "Resolution 2" | the second special resolution to be proposed |
| | at the General Meeting, relating to the |
| | change of name of the Company |
| | |
+--------------------------------+----------------------------------------------+
| "Resolutions" | together, Resolution 1 and Resolution 2 |
| | |
+--------------------------------+----------------------------------------------+
| "Shareholders" | holders of Ordinary Shares and "Shareholder" |
| | means any one of them |
+--------------------------------+----------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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