We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Adili | LSE:ADIL | London | Ordinary Share | GB00B28CRF51 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.25 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMADIL AIM: ADIL 25 February 2010 Adili plc ("Adili" or "the Company") Proposed disposal of trading subsidiary, Proposed cancellation of trading on AIM and Notice of EGM The following announcement incorporates extracts from the Chairman's letter contained in a circular posted to the Company's shareholders to convene an Extraordinary General Meeting ("EGM") of the Company to be held at 10 a.m. on 15th March 2010 at the offices of the Company, Blandford Hill, Milborne St. Andrew, Blandford Forum, Dorset DT11 0HZ. The purpose of the EGM is to seek Shareholders' approval to dispose of the trading subsidiary and subsequent cancellation of admission of its Ordinary Shares to trading on AIM. Enquiries: Adili plc Adam Smith, Chief Executive T: 01258 837 437 Officer Seymour Pierce Nicola Marrin T: 020 7107 8000 Catherine Leftley Notice of an Extraordinary General Meeting - proposed disposal of trading subsidiary In the trading update issued in December 2009 and in the Half-yearly Report issued in January 2010 the need for further working capital funding for Adili.com's business was highlighted. A number of options for financing this additional requirement have been explored by the Board over the last few months. Whilst the Board was pleased with recent margin management, improved sell through rates and own label product performance it became clear to the Board in the latter part of 2009 that the key weakness that needed to be rectified was the lack of scale required to support the necessary overhead of the Group. The Board has actively worked on the following possible solutions: * Collaboration with other ethical retailers to establish whether wider product distribution, providing buying support or a potential merger of operations might yield sufficient scale to accelerate break even; * A further fund raising round from the existing shareholder base to fund the Company until a significant increase in scale has been achieved * A significant further restructuring of the Company's operations to reduce operating costs whilst minimising any potential reduction in sales * Bank funding for working capital combined with further restructuring * An acquisition by the Company of another company in a different sector to attract further funding * A strategic alliance with a `mainstream' fashion retailer to offer significantly increased product distribution opportunities, and at the same time offering shared resources and funding After careful consideration, investigation and negotiation with various parties, the Board has concluded that there are no viable options available to the Group which are likely to enable the Company's shareholders to realise any value from the business hitherto carried on by Adili.com. The Company has therefore conditionally agreed to sell the entire issued share capital of Adili.com to a newly incorporated company, HICORP 73 Limited, which is owned by Luke Heron, an investor in ethical brands. Luke Heron has intimated his intention to trade Adili.com as a going concern through significant operating synergies with his existing online eco-enterprises. In the absence of this sale the Company has been advised that Adili.com would have no alternative but to cease trading. The sale of Adili.com requires the approval of a majority of shareholders at a general meeting of the Company under the AIM Rules. Principal terms of the Agreement The Agreement provides for the Purchaser to acquire the entire issued share capital of Adili.com for a cash consideration of GBP1. The Purchaser intends to provide short term working capital funding to Adili.com upon the execution by the holders of more than 50% of the total voting rights attaching to the Existing Ordinary Shares of irrevocable undertakings to vote to approve the Disposal. It is a requirement of the Purchaser that Adili plc release the intercompany loan of GBP4,229,386 made by it to Adili.com and that the Company change its name to a name not including the word "Adili". The Agreement, if completed, will result in the disposal of the Group's entire trading activities. As noted above, under AIM Rule 15, the Disposal must be conditional upon the consent of the Shareholders being given in general meeting. The Disposal will complete immediately following the EGM following which the Directors intend to take steps to make the Company a dormant company. Cancellation of Admission to AIM Following the EGM and completion of the Disposal, Seymour Pierce, the Company's nomad, will resign. The Board does not intend to appoint another nomad, as it is intended that the Company will become a dormant company, and as such the suspension of trading in the Company's shares will remain in place. The Directors therefore intend, following completion of the Disposal to seek the cancellation of trading of the Company's shares on AIM. In accordance with AIM Rule 41 such cancellation will be conditional upon the consent of not less than 75% of the votes cast by the Company's shareholders in general meeting. In the event that the cancellation does not become effective, the suspension will remain in place for a period of one month following which, in accordance with the AIM Rules, the London Stock Exchange will cancel admission. During the suspension and/or following cancellation, transfers of Ordinary Shares may only be effected in accordance with the provisions of the articles of association of the Company concerning off-market transfers in certificated form. In summary, to effect a transfer of Ordinary Shares following Cancellation, once a proposed transferee has been found, a duly executed and stamped stock transfer form will need to be submitted (together with the relevant share certificate(s)) to the Company's secretary at the Company's registered office for registration. The Company has notified the London Stock Exchange of the proposed cancellation. In the event that Shareholders approve the cancellation, it is anticipated that the effective date of the Cancellation will be 24th March 2010. Change of Name In order to comply with the Purchaser's requirements the Directors propose that, subject to the resolution to approve the Disposal being duly passed, the name of the Company should be changed to Directional Fashion plc. Irrevocable Undertakings Irrevocable undertakings to vote in favour of the Resolutions have been received from Hawk Investment Holdings Limited and Quentin Griffiths who between them hold 51.57% of the Existing Ordinary Shares. Extraordinary General Meeting The EGM has been convened to seek approval for the Resolutions and will be held at the offices of the Company, Blandford Hill, Milborne St. Andrew, Blandford Forum, Dorset DT11 0HZ on Monday 15th March 2010, at 10am. Set out below is a summary of the Resolutions: Approval of disposal resulting in a fundamental change of business As required by AIM Rule 15, Resolution 1 seeks Shareholder approval for the Disposal. Cancellation of Admission to AIM As required by AIM Rule 41, Resolution 2 seeks Shareholder consent to the cancellation of the admission of the Company's Ordinary Shares to trading on AIM. Change of Name Resolution 3 seeks Shareholder approval for the change of the Company's name to Directional Fashion plc. Action to be taken by Shareholders Shareholders will find enclosed with the document a Form of Proxy for use at the EGM. The Form of Proxy should be completed and returned in accordance with the instructions printed thereon so as to arrive at the Company's registrars, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and in any event not later than 10am on 13th March 2010. Alternatively, CREST members who wish to appoint a proxy or proxies via CREST may do so in accordance with the procedures set out in the Notice of an Extraordinary General Meeting and Form of Proxy. Completion and return of the Form of Proxy or appointment of a proxy via CREST will not prevent Shareholders from attending and voting at the EGM should they so wish. Recommendation The Directors believe that the terms of the Disposal are fair and reasonable insofar as Shareholders are concerned and that the Disposal and the approval of the Resolutions set out in the notice of EGM are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of the Resolutions as they have undertaken to do in respect of their aggregate shareholdings of 682,545 Existing Ordinary Shares, equivalent to 0.58 per cent of the Existing Ordinary Shares. Expected timetable of events Despatch of the document 25th February 2010 Latest time and date for receipt of Proxy Forms 10am on 13th March 2010 Extraordinary General Meeting 15th March 2010 Cancellation of admission to trading on AIM 24th March 2010 Expected dispatch of share certificates 30th March 2010 Definitions "Adili.com" Adili.com Limited (company number 5707632), a wholly-owned subsidiary of the Company "Agreement" the conditional sale agreement entered into by the Company and the Purchaser for the sale and purchase of the entire issued share capital of Adili.com; "AIM" the AIM Market of the London Stock Exchange "AIM Rules" the rules published by the London Stock Exchange relating to AIM, as amended from time to time "Company" or "Adili" Adili plc "CREST" the system for paperless settlement of trades and the holding of uncertificated shares administered through Euroclear UK & Ireland Limited "Directors" or "Board" the directors of the Company, as set out on page 5 of the document "Disposal" the sale by the Company, pursuant to the Agreement, of the entire issued share capital of Adili.com; "EGM" the extraordinary general meeting of the Company convened for 10am on 15th March 2010, notice of which is set out on pages 8 to 10 of the document "Existing Ordinary Shares" the 118,181,870 Ordinary Shares in issue at the date of the document "Form of Proxy" the form of proxy accompanying the document for use in connection with the EGM "Group" the Company and its subsidiary undertaking "London Stock Exchange" London Stock Exchange plc "Ordinary Shares" ordinary shares of GBP0.01 each in the capital of the Company "Purchaser" Hicorp 73 Limited (company number 7111367) "Resolutions" the resolutions set out in the notice of the EGM on page 8 of the document "Seymour Pierce" Seymour Pierce Limited "Shareholders" holders of Existing Ordinary Shares END
1 Year Adili Chart |
1 Month Adili Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions