Proposed Cancellation of Trading on AIM

 

TIDMEVER 
 
RNS Number : 0369Y 
Evergreen Securities PLC 
26 August 2009 
 

Evergreen Securities plc 
("Evergreen" or "the Company") 
 
 
Proposal for the Future of the Business 
And Cancellation of Trading on AIM 
 
 
Notice of General Meeting 
 
 
 
 
The Company has today announced a proposal for a revised approach to its 
business and the cancellation of the admission of the Ordinary Shares to trading 
on AIM ("the Proposal"). 
 
 
The Proposal follows a period of review of the Company's remaining portfolio 
investments and market opportunities by the Directors who were appointed in 
December 2008. Taking into account the poor performance of the portfolio in 
2008, the Company's shortage of cash, its level of creditors and debt, the costs 
of establishing and maintaining an appropriate investment management function, 
the continuing difficulties for smaller unquoted companies in capital and credit 
markets and the negative sentiment of the investment community toward new 
investment into small listed companies, the Directors have concluded that there 
is no viable future for the Company pursuing its present investment approach. 
 
 
Under the Proposal, the Company will realise for cash the value in the Company's 
remaining portfolio assets. It is proposed that the realisation take place in an 
orderly manner and over a reasonable timeframe to improve the likely return from 
the realisation; the period proposed is that to 31 March 2011 ("the Realisation 
Period"). 
 
 
The proceeds of realisation will be used firstly to settle the Company's 
outstanding trade creditors and to fund the costs of operation of the Company 
for the Realisation Period, and secondly to make interim repayments against the 
outstanding balance of its Convertible Loan Notes, until such notes are repaid 
in full. 
 
 
The Directors consider that the costs of operation of the Company during the 
Realisation Period should be reduced as far as is feasible and prudent to avoid 
further erosion of the remaining value in the Company. Amongst the most 
significant costs of the Company are those arising from the admission of the 
Ordinary Shares to trading on AIM, which the Directors estimate at GBP100,000 
per annum, including those costs not being incurred currently but which would be 
necessary to bring the Company into compliance with recommended corporate 
governance guidelines. 
 
 
Further, the Directors do not consider that the Company is accruing or is likely 
in the foreseeable future to accrue the benefits which an AIM listing was 
intended to bring to the Company and the Shareholders, in terms of ability to 
raise new capital, a listed stock as a currency for acquisitions and for 
management incentives, and liquidity in ordinary share dealings. 
 
 
The Directors have therefore concluded that it would be in the best interests of 
the Company and the Shareholders to seek the cancellation of the admission of 
the Company's ordinary share capital to trading on AIM. 
 
 
At a general meeting of the holders of the Company's Convertible Loan Notes held 
earlier today, the holders agreed, subject to certain conditions, to waive 
certain rights to demand immediate redemption of the Convertible Loan Notes in 
order to facilitate the Proposal. 
 
 
A special resolution to approve the Proposal will be put to holders of ordinary 
shares in the Company at a General Meeting to be held at the offices of Seymour 
Pierce, 20 Old Bailey, London EC4M 7EN at 10.30 a.m. on 21 September 2009. Such 
a resolution requires the approval of not less than 75 per cent of votes cast. 
If the resolution is passed, the admission of the ordinary shares to trading on 
AIM will be cancelled with effect from 7.00 am 29 September 2009. 
 
 
A circular describing the Proposal and the Notice of the General Meeting is 
being mailed to shareholders today and copies will be available on the Company's 
website www.esplc.com. 
 
 
 
 
CONTACT DETAILS 
 
 
Evergreen: 
Sam Wauchope        (Chairman)                         01992 572341 
Nigel Wright    (Chief Executive Officer)             0207 299 4116 
 
 
Seymour Pierce: 
Jonathan Wright                                                 020 7107 8000 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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