Proposed Delisting from AIM

    RNS Number : 6897I
  Cosmedia Group Holdings Limited
  21 November 2008
   

    Cosmedia Group Holdings Limited

    ("Cosmedia" or the "Company") 

    Proposed Delisting from AIM

    Cosmedia announces that it will hold an Extraordinary General Meeting ("EGM") on 18 December 2008 commencing at 10.30 am at 25/F, Henley
Building, 5 Queen's Road Central, Hong Kong to seek approval from the shareholders of the Company (the "Shareholders") for the cancellation
of the admission of the Company's ordinary fully paid shares ("Shares") to trading on the AIM market of the London Stock Exchange plc
("AIM") (the "Cancellation"). 

    Having carefully considered the matter for some time, the board of directors of the Company (the "Board") concluded that it is no longer
appropriate for the Company's Shares to continue to be admitted to trading on AIM. 

    In December 2006, Cosmedia listed on AIM for the purpose of gaining exposure to a broader range of investors, and of enabling a wider
appreciation of the value of the Company. Currently, less than fifteen per cent of the Company's Shares are held outside of Cosmedia
Investments Holdings Limited ("Cosmedia Investments") and Heap Profit Investments Limited (jointly the original "Majority Shareholders" of
the Company) on the AIM register, and there has been limited liquidity in the Company's Shares. In contrast to the benefits, there are high
on-going costs for regulatory requirements of maintaining a quotation on AIM, and a disproportionate amount of senior management time is
spent on meeting AIM listing requirements. 

    Whilst the Board believes that the proposed cancellation is in Shareholders' interest, it recognizes that cancelling admission to
trading on AIM will make it more difficult for Shareholders to transfer their Shares thereafter. Consequently, the Board intends to seek
approval from the Shareholders for the adoption of new Memorandum and Articles of Association of the Company ("Articles"), subject to and
following the Cancellation and the termination of the depositary interest arrangements, which will provide Shareholders with the right to
require a proportion of their shares to be purchased by the purchaser of any Shares subsequently sold by the Majority Shareholders of the
Company. In return the Shareholders will agree to give the Majority Shareholders the right of first refusal upon subsequent sales of their
shares and to give Cosmedia Investments the right to require the other Shareholders to sell their shares alongside Cosmedia Investments upon
subsequent sales of shares by Cosmedia Investments. Shareholders will at the same time be asked to approve further amendments to the Articles to remove provisions that would be inconsistent with the
Company's unlisted status. 

    The resolution to cancel admission to trading on AIM, and to adopt new Articles requires the approval of 75 per cent of those present
and entitled to vote at the meeting or voting by proxy, in accordance with Rule 41 of the AIM Rules for Companies. 

    If Shareholders wish to sell their Shares on AIM, they must do so prior to Cancellation becoming effective, and such cancellation will
occur no earlier than five days after the EGM. It is expected that trading in the Shares on AIM will cease at the close of business on 30
December 2008 with Cancellation effected at 7am on 31 December 2008. The facility for shares to be represented by depositary interests is
expected to terminate at the close of business on 5 January 2009. Following cancellation of admission of the Company's Shares on AIM and the
withdrawal of the depositary interests facility, Shareholders will hold their Shares in certificated form and will be able to effect a
transfer of Shares subject to the Company's Articles, by submission of a duly executed transfer form to the Company. There will be no
dealing facilities for the Shares. 

    The Notice of EGM is being posted to Shareholders today, and a copy of the Notice and accompanying circular explaining the arrangements
in more details will be available at the Company's website shortly at: www.cosmedia.com.hk 

    For further information, please contact:

 Cosmedia Group Holdings Limited
 Anthony Tse, Group Chief Executive Officer        [phone]


 Collins Stewart Europe Limited
 Adrian Hadden                               [phone]


    ENDS


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