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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Bateman Lit | LSE:BNLN | London | Ordinary Share | NL0000683829 | EUR0.10 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 2.90 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMBNLN
RNS Number : 1968A
Bateman Litwin N.V.
05 October 2009
Bateman Litwin N.V. ("Bateman Litwin" or the "Company")
Proposed Cancellation of AIM Admission and Notice of EGM
Amsterdam, The Netherlands 5 October 2009 - Bateman Litwin announces that the
Board has been approached by its majority shareholder, Bateman B.V., an
affiliate of BSG Resources Limited, to consider the cancellation of the
Company's admission to trading on AIM. Bateman B.V. further requested that an
extraordinary general meeting be called at which shareholders can vote on a
resolution for the Cancellation.
The EGM will be held on Friday 23 October 2009 at 11.30 a.m. CEST (10.30 a.m.
BST) at Haaksbergweg 59, 1101 BR Amsterdam Zuidoost, The Netherlands. At the
EGM, a resolution will be proposed to approve the cancellation of admission to
trading on AIM of the Company's Ordinary Shares.
A circular convening the EGM will be posted shortly to shareholders. At the same
time, copies of the circular will be made available on the Company's website
www.bateman-litwin.com. The Resolution will require approval by not less than 75
per cent of the votes cast by Shareholders who are present either in person or
by proxy and who vote at the EGM. If the Resolution is passed, the Cancellation
is expected to become effective from Monday 2 November 2009 and the last day of
trading on AIM is expected to be Friday 30 October 2009.
Background to the proposal for the Cancellation and the requisitioning of the
EGM
The letter from Bateman B.V. included the following reasons why it considers
that it is no longer in the Company's best interests to maintain its AIM
quotation:
* Over the last 12 months, the financial position of Bateman Litwin has
deteriorated and the publicly quoted profile of the Group has disadvantaged it
in securing appropriate banking facilities and in its commercial marketing
activities;
* As an unquoted company, Bateman Litwin would benefit from improved financial
flexibility, allowing it to better manage its critical cash position; and
* Management time, the legal and regulatory burden and direct costs associated
with maintaining the Company's admission to trading on AIM is disproportionate
to the benefits to the Company. This management time is needed elsewhere in the
business to consolidate the turnaround and restructure the Company for the long
term and the direct costs could be better utilised within the Group's
operations.
Bateman B.V.'s intention is to vote in favour of the Cancellation in respect of
all of its interests in Ordinary Shares of the Company, amounting to 58.73 per
cent. of the Company's Existing Issued Share Capital.
Furthermore, pursuant to the transaction announced by the Company on 30
September 2009 regarding the issue of US$1.5 million worth of ordinary shares to
Bateman B.V., the Board of Bateman Litwin agreed to vote employees' shares held
in trust in favour of any vote proposed to cancel the Company's admission to
trading on AIM (currently amounting to 5,018,776 shares or 4.09 per cent. of the
Company's Existing Issued Share Capital).
In accordance with Rule 41 of the AIM Rules, the Company has notified the London
Stock Exchange of the proposed Cancellation, which is conditional upon not less
than 75 per cent of the votes cast by Shareholders, who are present either in
person or by proxy and who vote at the EGM, being in favour of the Resolution.
Effects of the Cancellation
Following the proposed Cancellation, there would be no market facility for
dealing in the Ordinary Shares or Depositary Interests and no price would be
publicly quoted. As such, it would be difficult to place a fair value on the
Ordinary Shares or Depositary Interests and their liquidity would be limited
generally.
The Directors are aware that Shareholders and Depositary Interest Holders may
still wish to acquire or dispose of Ordinary Shares or Depositary Interests. If
the Cancellation becomes effective, the Directors intend to make available a new
matched bargain service. Under this facility Shareholders, Depositary Interest
Holders and persons wishing to acquire or sell Ordinary Shares or Depositary
Interests would be able to leave an indication with the matched bargain
settlement facility provider ("Matcher") that they are prepared to buy or sell
at an agreed price. If the Matcher is able to match that order with an opposite
sell or buy instruction, the Matcher would contact both parties and then effect
the order. If the Cancellation becomes effective, Shareholders and Depositary
Interest Holders will need to have their own broker and will need to register
with the Matcher as a new client. This can take some time to process and,
therefore, should the Cancellation become effective, Shareholders and Depositary
Interest Holders who consider they are likely to avail themselves of this
facility are encouraged to commence registration at the earliest opportunity.
The contact details of the Matcher, once arranged, will be made available on the
Company's website at www.bateman-litwin.com.However, there can be no certainty
as to the length of time this facility would remain available.
It is the Board's current intention that, should the Cancellation become
effective, the Company would continue to maintain the Depositary Interests
arrangements, such that any transactions in the Depositary Interests that are
effected may be settled through CREST. Once again, there can be no certainty as
to the length of time these arrangements would remain available.
Expected timetable of events for Cancellation
+-----------------------------------------------+----------------------------------------+
| Latest time and date for receipt of Forms of | 11:30 a.m. CEST (10:30 a.m. BST) on |
| Direction for the EGM | Tuesday 20 October 2009 |
+-----------------------------------------------+----------------------------------------+
| Latest time and date for receipt of Forms of | 11:30 a.m. CEST (10:30 a.m. BST) on |
| Proxy for the EGM | Wednesday 21 October 2009 |
+-----------------------------------------------+----------------------------------------+
| Extraordinary General Meeting | 11:30 a.m. CEST (10:30 a.m. BST) on |
| | Friday 23 October 2009 |
+-----------------------------------------------+----------------------------------------+
| Last day of trading on AIM* | Friday 30 October 2009 |
| | |
+-----------------------------------------------+----------------------------------------+
| Cancellation of admission to trading on AIM | With effect from 06:00 a.m. CST (07:00 |
| of the Ordinary Shares* | a.m. GMT) on Monday 2 November 2009 |
+-----------------------------------------------+----------------------------------------+
*if the Resolution is passed by the requisite majority
Enquiries:
+---------------------------------------------+---------------------------+
| Bateman Litwin | Tel: + 44 (0)20 7799 8307 |
| David Lamont, Chief Executive Officer | |
| Davis Larssen, Chief Financial Officer | |
| Ingrid Boon, Investor Relations Manager | |
| | |
+---------------------------------------------+---------------------------+
| Credit Suisse Securities (Europe) Limited | Tel: +44 (0)20 7888 8888 |
| Nominated adviser and joint broker | |
| Jon Grussing | |
| Will MacLaren | |
| | |
+---------------------------------------------+---------------------------+
| Oriel Securities Limited | Tel: +44 (0)20 7710 7600 |
| Joint broker | |
| Richard Crawley | |
| | |
+---------------------------------------------+---------------------------+
Definitions
The following definitions apply to this document unless the context requires
otherwise:
+----------------+----------------+
| | |
+----------------+----------------+
| 'AIM' | AIM, a |
| | market |
| | operated |
| | by |
| | London |
| | Stock |
| | Exchange |
| | plc |
+----------------+----------------+
| 'AIM | the AIM |
| Rules' | Rules |
| | for |
| | Companies |
| | published |
| | by London |
| | Stock |
| | Exchange |
| | plc from |
| | time to |
| | time |
+----------------+----------------+
| 'Board' | the |
| or | directors |
| 'Directors' | of the |
| | Company |
+----------------+----------------+
| 'BST' | British |
| 'Cancellation' | Summer |
| | Time |
| | the |
| | cancellation |
| | of admission |
| | to trading |
| | on AIM of |
| | the Ordinary |
| | Shares |
+----------------+----------------+
| 'Capita | Capita |
| Registrars' | IRG |
| 'CET' | Trustees |
| | Limited, |
| | being |
| | the |
| | Company's |
| | registrars |
| | Central |
| | European |
| | Time |
+----------------+----------------+
| 'CEST' | Central |
| | European |
| | Summer |
| | Time |
+----------------+----------------+
| 'CREST' | the |
| | relevant |
| | system |
| | (as |
| | defined |
| | in the |
| | CREST |
| | Regulations) |
| | in respect |
| | of which |
| | Euroclear is |
| | the Operator |
| | (as defined |
| | in the CREST |
| | Regulations) |
+----------------+----------------+
| 'CREST | the |
| Regulations' | Uncertificated |
| | Securities |
| | Regulations |
| | 2001 (SI 2001 |
| | No. 3755) as |
| | amended from |
| | time to time |
+----------------+----------------+
| 'Depositary | the |
| Interests' | dematerialised |
| | depositary |
| | interests |
| | representing |
| | underlying |
| | Ordinary |
| | Shares, |
| | created to |
| | facilitate the |
| | electronic |
| | settlement of |
| | dealings in |
| | Ordinary |
| | Shares through |
| | CREST |
+----------------+----------------+
| 'Depositary | holders |
| Interest | of |
| Holders' | Depositary |
| | Interests |
+----------------+----------------+
| 'EGM' or | the |
| 'Extraordinary | Extraordinary |
| General | General |
| Meeting' | Meeting of |
| | the Company |
| | convened for |
| | 11.30 am |
| | (CEST) on |
| | Friday 23 |
| | October 2009 |
+----------------+----------------+
| 'Existing | 122,694,030 |
| Issued | Ordinary |
| Share | Shares, |
| Capital' | representing |
| | the number |
| | of Ordinary |
| | Shares in |
| | issue as at |
| | the date of |
| | this |
| | announcement |
+----------------+----------------+
| 'Euroclear' | Euroclear |
| 'GMT' | UK & |
| | Ireland |
| | Limited, |
| | the |
| | operator |
| | of CREST |
| | Greenwich |
| | Mean Time |
+----------------+----------------+
| 'Group' | the |
| | Company |
| | together |
| | with its |
| | subsidiary |
| | undertakings |
+----------------+----------------+
| 'Matcher' | matched |
| | bargain |
| | settlement |
| | facility |
| | provider |
+----------------+----------------+
| 'Ordinary | fully |
| Shares' | paid |
| | ordinary |
| | shares |
| | in the |
| | capital |
| | of the |
| | Company |
| | which |
| | have a |
| | nominal |
| | value of |
| | EUR0.10 |
| | each, |
| | and |
| | 'Ordinary |
| | Share' |
| | means any |
| | one of |
| | them |
+----------------+----------------+
| 'Resolution' | the |
| | special |
| | resolution |
| | to be |
| | proposed |
| | at the |
| | Extraordinary |
| | General |
| | Meeting |
+----------------+----------------+
| 'Shareholders' | the |
| | holders |
| | of |
| | Ordinary |
| | Shares |
| | and |
| | 'Shareholder' |
| | means any one |
| | of them |
+----------------+----------------+
About Bateman Litwin N.V.
Bateman Litwin is a supplier of technology, engineering, procurement and project
management services to the world's energy and resource industries. To find out
more, visit Bateman Litwin at: www.bateman-litwin.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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