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|topinfo: DJ Fuse 8 PLC Delisting from AIM
RNS Number : 2237Q
Fuse 8 PLC
14 October 2011
Date: 14 October 2011
On behalf of: Fuse 8 plc ('Fuse 8' or 'the Company')
For immediate release
Fuse 8 plc
Delisting from AIM
Fuse 8 plc (AIM: FUZ8), the full service digital marketing specialist, announces that it will seek approval for the cancellation of admission of its ordinary shares of 2 pence each ("Ordinary Shares") to trading on AIM ("the Delisting"). A general meeting of shareholders will be convened for 2 November 2011 to seek approval for the Delisting (the "General Meeting") with the Delisting becoming effective, subject to that approval, on 12 November 2011.
Background to the Delisting
The Company was admitted to trading on AIM in July 2010. The admission to AIM, by way of a reverse acquisition, was undertaken to provide the Company with access to capital to facilitate increased organic and acquisitive growth. Whilst the Company performed satisfactorily in the 12 months to March 2011, increasing both sales and profits, on 5 September 2011 the Company was required to issue a profits warning when the Board of Directors determined that the Company would not achieve its market forecast for the year to March 2012. This profits warning resulted in a significant decline in the share price of the Company and, more importantly, the Directors believe that it means that the prospects of the Company raising capital from institutional investors will be extremely difficult and/or not be possible at a valuation that is in the best interests of the Company's shareholders ("Shareholders"). Given the Company's relative newness to the AIM market, the Directors believe that investor sentiment, and the solution of these two issues, will only increase following a number of years of good performance. During those years the Company would incur the costs associated with being an AIM company but not be able to realise the principal benefit of being an AIM company.
In preparing their recommendation in favour of the Delisting, the Directors have taken into account the following considerations:
-- The primary purpose of the admission to trading on AIM was the ability to raise capital. This has now been severely compromised meaning that either capital will not be available or only available at a price that is not in the best interests of Shareholders.
-- Capital could be available to the Company from sources other than those seeking publicly traded investments and these would be more easily accessible if the Company was not a publicly traded company.
-- The admission to trading on AIM does not, in itself, offer investors meaningful liquidity or marketability of the Ordinary Shares or the opportunity to trade in meaningful volumes or with frequency.
-- In those circumstances, the on-going costs and regulatory requirements, together with the management time of maintaining the admission to trading on AIM, are not a justifiable expense.
Given the above, the Directors believe that greater shareholder value will ultimately be derived by operating the Company's business off-market and consider it to be in the best interests of the Company and its Shareholders as a whole to seek a Delisting at this time.
Current trading and prospects
The Company's performance in 2011-12 is expected to be significantly below market expectations as announced on the 5 September 2011.
Effect of the Delisting on Shareholders
The principal effects of the Delisting would be that:
-- there would no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares on AIM;
-- the Company would not be bound to announce material events, administrative changes or material transactions, nor to announce interim or final results;
-- the Company would no longer be required to comply with any of the additional specific corporate governance requirements for companies admitted to trading on AIM;
-- the Company would no longer be subject to the AIM Rules for Companies and Shareholders would therefore no longer be afforded the protections given by the AIM Rules for Companies. Such protections include the requirement to be notified of certain events including, amongst other things, substantial transactions (the size of which results in a 10 per cent. threshold being reached under any one of the class tests) and related party transactions and the requirement to obtain shareholder approval for reverse takeovers (the size of which results in a 100 per cent. threshold being reached under any one of the class tests) and fundamental changes in the Company's business including disposals exceeding 75 per cent. under any of the class tests;
-- 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; and
-- upon the Delisting becoming effective, the Company's CREST facility will be cancelled and Shareholders who hold Ordinary Shares in uncertificated form prior to Delisting will receive share certificates.
Shareholders should note, however, that for so long as the Company remains a public limited company it will remain subject to the provisions of the City Code on Takeovers and Mergers.
Immediately following the Delisting, there will be no market facility for dealing in the Ordinary Shares and no price will be publicly quoted. As a result, the Board recognises that the Delisting will make it more difficult for Shareholders to buy and sell Ordinary Shares should they want to do so. In view of this, and in order to assist Shareholders, the Board intends, at an appropriate time following the Delisting, to facilitate a matched bargain dealing arrangement to enable Shareholders to trade the Ordinary Shares. Once the facility has been arranged, details will be made available to Shareholders.
In addition, the Delisting might have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser.
The Board intends, however, to continue to:
-- hold general meetings in accordance with the applicable statutory requirements and the Company's articles of association; and
-- provide copies of the Company's annual report and audited accounts to Shareholders in accordance with the applicable statutory requirements.
Following the Delisting
The Company will continue to work at maximising value for its Shareholders which the Directors believe will be easier to achieve if the Delisting is approved as management time can be focused on driving the business forward.
Process for Delisting
In accordance with Rule 41 of the AIM Rules for Companies, 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 for Companies, it is a requirement that the Delisting is approved by the requisite majority of Shareholders voting at the General Meeting (being not less than 75 per cent. of the votes cast).
The Company will send a notice of general meeting to Shareholders shortly convening the General Meeting. The Notice of General Meeting will set out a resolution seeking Shareholders' approval of the Delisting (the "Resolution"). Subject to the Resolution approving the Delisting 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 11 November 2011 with Delisting taking effect at 7.00 a.m. on 12 November 2011.
The Company has received irrevocable undertakings to vote in favour of the Resolution to be proposed at the General Meeting from four of the directors of the Company who together are interested in 9,759,490 Ordinary Shares, representing 77.5 per cent. of the current issued ordinary share capital of the Company.
The General Meeting of the Company will be held at the offices of Rosenblatt Solicitors, 9-13 St Andrew Street, London EC4A 3AF on 2 November 2011 at 9.00 am. At the General Meeting, the Resolution will be proposed.
The Directors consider the Delisting to be in the best interests of the Company and its Shareholders as a whole, and most likely to promote the success of the Company for the benefit of its Shareholders as a whole, and accordingly unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of their own beneficial holdings of Ordinary Shares, amounting, in aggregate, to 9,759,490 Ordinary Shares, representing 77.5 per cent. of the current issued ordinary share capital of the Company.
For Further Information please contact:
Fuse 8 plc
Mark Walton/Graeme Burns Tel +44 (0)113 260 4600
Fuse 8 share price data is direct from the London Stock Exchange