ENVIRON GROUP (INVESTMENTS) PLC ("Environ" or
"THE GROUP" OR "The COMPANY")
Proposed Cancellation from AIM
Despite returning to profit during the year to 31 March 2011,
the Group has reported a loss for the 6 months to 30
September 2011 and the Directors believe that there will be a
loss for the year to 31 March 2012.
In increasingly competitive markets, the Group needs to
reduce costs and be able to compete with local privately run
companies within the areas that each subsidiary operates. The
Directors believe that the half year results and the outlook
for the second half of the year to
31 March 2012 will further reduce the share price and
liquidity in the Ordinary Shares.
The Directors believe that the most practicable way to
resolve the present trading problems of the Group is to
produce a number of years of profitable trading away from the
obligations and costs associated with being an AIM listed
company that is limited in its ability to raise capital to
assist in the Group's recovery.
The Directors unanimously support the Cancellation for the
following reasons:
- in the current economic climate, AIM registration does not
offer any meaningful liquidity in the Ordinary Shares;
- the ability to raise new finance has been reduced by the
continuing losses, and poor stock market conditions;
- in this context the costs associated with maintaining the
listing on AIM and regulatory requirements are not a
justifiable expense; and
- other methods to raise finance in the future may be
available to a group that is not listed on AIM.
As a result of these carefully considered reasons, the
Directors believe that greater Shareholder value can be
derived by operating the businesses as an unquoted private
Group and consider that it is in the best interests of every
Shareholder to seek a Cancellation immediately.
The Cancellation is subject to the approval of not less than
75 per cent. of the votes cast by
Shareholders (whether in person or by proxy) at the General
Meeting.
2. Current Trading And Prospects
The Chairman reported on 23 December 2011 in the announcement
accompanying the Group's interim results for the 6
months to 30 September 2011 that the Group has been pushed
back into losses and that the second half of the year to 31
March 2012 will doubtless continue to be tough.
Today, Environ agreed heads of terms relating to the sale of
51 per cent. of the issued share capital of its wholly owned
subsidiary BGC Limited to MSSH1 Limited, a company owned by
Mark Sims, for a consideration of £1.00, subject to
shareholder approval and any necessary banking consents.
The heads of terms also include an option for the Company to
buy back 20 per cent. of the issued share capital of BGC
Limited MSSH1 Limited for a consideration of £1million in
cash.
3. Effect Of The Cancellation On Shareholders
If the Company's listing on AIM is cancelled:
- There would no longer be a market to trade in Ordinary
Shares.
- Upon the Cancellation becoming effective, the
Company's CREST facility will be cancelled and
Shareholders who hold Ordinary Shares in uncertificated form
prior to Cancellation will receive share certificates.
- The Company would not be bound to announce material events,
administrative changes or material transactions, nor to
announce interim results.
- The Company would no longer be required to comply with any
of the typical corporate governance requirements for
companies admitted to trading on AIM.
- The Company would no longer be subject to the AIM Rules and
Shareholders would therefore no longer be afforded the
protections given by the AIM Rules. Such protections include
the requirement to be notified of certain events including,
amongst other things, substantial transactions (as defined by
rule 12 of the AIM Rules) and related party transactions (as
defined by rule 13 of the AIM Rules) and the requirement to
obtain shareholder approval for reverse takeovers (as defined
by rule 14 of the AIM Rules) and fundamental changes in the
Company's business as defined by rule 15 of the AIM
Rules).
- The Company would no longer be subject to the Disclosure
Rules and Transparency Rules of the Financial Services
Authority and would therefore no longer be required
specifically to disclose major shareholdings in the
Company.
4. City Code On Takeovers And Mergers
For a period of up to 10 years following Cancellation and for
as long as it remains a public limited company, the Company
will remain subject to the provisions of the City Code on
Takeovers and Mergers.
5. Future Dealings In Ordinary Shares
The Directors are aware that Shareholders may still wish to
acquire or dispose of Ordinary Shares and accordingly, intend
to use reasonable endeavours to create and maintain a matched
bargain settlement facility for off-market trades. Under this
facility, Shareholders or persons wishing to acquire Ordinary
Shares will be able to leave an indication with the Company
Secretary that they are prepared to buy or sell at an agreed
price. In the event that the Company Secretary is able to
match that order with an opposite sell or buy
instruction,
the Company Secretary will contact both parties and then
effect the order.
6. Following Cancellation
The Directors intend to continue to:
- hold general meetings in accordance with applicable
statutory requirements and the
Company's articles of association;
- provide copies of the audited financial statements in
accordance with applicable auditing and statutory standards;
and
- maximise Shareholder value.
7. Process For Cancellation
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the intention to cancel
the admission of the Ordinary Shares to trading on AIM,
subject to Shareholder approval. Under the AIM Rules, it is a
requirement that the Cancellation is approved by the
requisite majority of Shareholders voting at the General
Meeting (being not less than 75 per cent. of the votes
cast).
A Circular will be sent to shareholders containing further
details of the proposed cancellation. The Circular will
include a notice convening a General Meeting setting out a
resolution seeking Shareholders' approval of the
Cancellation (the "Resolution"). Subject to the
Resolution approving the Cancellation being passed at the
General Meeting, it is anticipated that trading in the
Ordinary Shares on AIM will cease at the close of business on
1 February
2012 with Cancellation taking effect at 7.00 a.m. on 2
February 2012.
For further information, please contact:
Environ Group (Investments) plc Mark Sims - Chief Executive
Officer Tel: +44 (0) 01782 826939
Nominated Adviser:
Grant Thornton Corporate Finance
Gerry Beaney
Tel: +44 (0) 20 7383 5100
Broker:
Seymour Pierce Limited
Jacqui Briscoe
Tel: +44 (0) 20 7107 8000
This information is provided by RNS
The company news service from the London Stock Exchange
END
distribué par | Ce noodl a été diffusé par Environ Group (Investments) plc et initialement mise en ligne sur le site http://www.environgroup.co.uk. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2011-12-23 14:44:02 PM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
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