AIM Update & Notice of GM

 

TIDMHRL 
 
RNS Number : 4421O 
Hurlingham PLC 
06 March 2009 
 

Hurlingham Plc (the "Company") 
 
 
 
 
Update on position with regard to trading in the Ordinary Shares of the Company 
on the 
Alternative Investment Market and recommended proposals in relation to a 
reduction of 
capital by way of cancellation of the Company's entire class of 'A' Shares 
 
 
Update on position with regard to trading in the Ordinary Shares of the Company 
on AIM 
 
 
The circular to Shareholders of the Company dated 14 March 2008 stated that a 
continuation of trading in the Company's Ordinary Shares on the Alternative 
Investment Market was subject to the Company acquiring a new business within 
twelve months from disposal of its subsidiary Bettagrade Limited, which took 
place on 31 March 2008. It is now clear that an AIM qualifying acquisition of a 
new business by the Company will not be effected by 31 March 2009. Under the AIM 
Rules for companies, if an Investing Company (often referred to as a cash shell) 
such as Hurlingham does not complete an AIM qualifying acquisition within twelve 
months of becoming an Investing Company, trading in the Ordinary Shares will be 
suspended by the London Stock Exchange. The suspension can be effective for up 
to six months. If during that six month period the Company completes an AIM 
qualifying acquisition, the Ordinary Shares may be restored to trading. If six 
months passes and an AIM qualifying acquisition has not been achieved, 
trading in the Ordinary Shares of the Company would then be cancelled from AIM. 
 
 
Since 31 March 2008, the Directors have considered proposals from a number of 
companies with a view to their acquisition by Hurlingham. Some were of material 
interest and appeared, at the time, likely to enhance Shareholder value. 
However, the onset of virtually unprecedented market conditions confirmed to the 
Directors that the risks associated with these proposed acquisitions could not 
be justified in this current economic climate. The Directors are continuing to 
seek acquisitions on more favourable terms than those that prevailed during 2008 
and hope to submit a proposal to Shareholders ahead of the 30 September 2009 
deadline. However, the Directors consider that the probability of a suspension 
of trading in the Company's Ordinary Shares after 31 March 2009 and the 
requirement to seek Shareholders' approval and the sanction of the High Court to 
the proposed reduction of capital referred to in the circular to be sent to 
shareholders today, renders it appropriate to advise Shareholders of this fact 
now. The Directors regret any inconvenience to Shareholders as a consequence of 
any suspension and propose to request resumption of trading in the Ordinary 
Shares on the Alternative Investment Market if and when an 
appropriate acquisition has been completed. 
 
 
The Directors remain committed to identifying a suitable business or company for 
Hurlingham to acquire but they will only proceed with such a transaction if they 
are convinced it will add value and improve Shareholder prospects. The Directors 
will continue to be cautious in this severely adverse financial climate. In the 
meantime, the Directors are continuing to retain the Company's assets in cash 
balances earning market rates of interest, which they consider is currently an 
appropriate way to preserve Shareholders' value against the current 
economic backdrop. 
 
 
Shareholders should be aware that if Hurlingham does not complete an AIM 
qualifying acquisition by 30 September 2009, the Company's AIM admission would 
be cancelled. If the Ordinary Shares are suspended after 31 March 2009 and/or 
cancelled from AIM for this reason, this would result in Shareholders being 
unable to sell their Ordinary Shares on a market exchange and transactions in 
Ordinary Shares would typically be performed by Shareholders on a matched 
bargain basis. 
 
 
The acquisition of a trading business by Hurlingham at the current time or 
during a suspended period would normally require the Company to produce a new 
AIM Admission Document (in the same way as a new introduction to AIM) so from a 
practical perspective this process should be similar whether or not the Company 
has an AIM quotation, or trading in its Ordinary Shares is suspended or 
cancelled at that time. 
 
 
The investment strategy of the Company continues to involve the AIM qualifying 
acquisition by Hurlingham of another business, whose activities are likely to be 
different from those previously undertaken by the Company up to the date of its 
disposal of Bettagrade in March 2008. Any such acquisition will involve an AIM 
Admission Document being sent to Shareholders setting out the proposed terms of 
the acquisition, providing financial details relating thereto and 
inviting Shareholders to consider and if thought fit, approve the proposals 
prior to the acquisition of any such company or business by the Company. 
 
 
Shareholders should be aware that for the reasons referred to above, trading in 
the Company's Ordinary Shares on the Alternative Investment Market is liable to 
be suspended by the Stock Exchange on or after 31 March 2009 without further 
notification to Shareholders, until an AIM qualifying acquisition has been 
completed. However, if suspension does take place, an announcement to this 
effect will be made by the Company to the market. 
 
 
Background to the proposed resolutions 
 
 
The Board further regrets the necessity to convene this General Meeting to 
rectify an error made by the Company in 2008 with regard to the Companies Act. 
The Meeting has been called to consider and if thought fit, to pass the two 
Special Resolutions referred to below. 
 
 
As part of the approval by Shareholders of the first resolution at the general 
meeting of the Company held on 31 March 2008, the Company was authorised by 
Shareholders to acquire 100 'A' Shares in its capital in exchange for 330,000 5% 
Preference Shares of GBP1 in the capital of Bettagrade Limited. The Company 
subsequently purported to acquire the 'A' Shares in accordance with the 
resolutions passed. However, the acquisition of 'A' Shares in this manner was 
invalid because the Company did not have adequate distributable reserves and in 
fact had a deficit on its profit and loss account at 31 March 2008. The Company 
continues to have a deficit on its distributable profit and loss account 
reserves of approximately GBP672,000 at the date of this announcement. 
 
 
The passing of Resolution 1 at the General Meeting on 2 April 2009 will permit 
the Company to seek the sanction of the High Court to a reduction of capital by 
way of cancellation of 100 'A' Shares in its capital on terms that the holder of 
the 'A' Shares has received in substitution and consideration for the 'A' Shares 
so cancelled, 330,000 5% preference shares of GBP1 each in the capital of 
Bettagrade Limited. In the event that the Court sanctions the reduction of 
capital specified in Resolution 1, the Company's capital will be reduced and the 
Company will be permitted lawfully to cancel all of its 'A' Shares. This will 
have equivalent effect to the transaction originally approved by Shareholders on 
31 March 2008. 
 
 
Resolution 2 is a consequential alteration of the Articles of Association of the 
Company to state that all of the 'A' Shares have been cancelled and that the 
share capital of the Company will consist solely of Ordinary shares of 75p 
each. 
 
 
The existing Board accepts responsibility for the error made by the Company in 
March 2008. 
If the sanction of the High Court is withheld, the existing Directors will as 
soon as practicable thereafter convene a further general meeting to determine 
the future of the Company. 
 
 
Net assets of the Company 
 
 
At 31 March 2008, the Company had a negative balance on its profit and loss 
account reserve of GBP682,000 as set out in the Half-Yearly Financial Report 
issued by the Company to Shareholders on 30 June 2008. At the same date it had 
pro-forma equity shareholders' funds attributable to Ordinary Shareholders of 
GBP1,830,000, being 63p per Ordinary Share. 
 
 
The net cost expected to be incurred by the Company in dealing with the matters 
referred to in this announcement is estimated by the existing Board to amount to 
approximately GBP30,000. Other than the net surplus of GBP10,000 forecast by the 
existing Board to have been earned by the Company in addition to the pro-forma 
results referred to above in the six months ended 30 September 2008, equity 
shareholders' funds attributable to Ordinary Shareholders are not expected by 
the existing Board to be materially different from the position revealed by 
the Half-Yearly Financial Report. 
 
 
General Meeting 
 
 
The General Meeting of the Company is to be held at 33 Cavendish Square, London 
W1AG 0PW, on 2 April 2009 commencing at 1.30 p.m. At the General Meeting, the 
following resolutions dealing with matters referred to in this announcement will 
be proposed: 
 
 
Resolution 1 
 
 
A special resolution to reduce the capital of the Company by authorising 
acquisition and cancellation of 100 'A' Shares on terms that the holder of the 
'A' Shares has received in substitution and consideration for the 'A' Shares so 
cancelled, 330,000 5% Preference Shares of GBP1 each in the capital of 
Bettagrade Limited. 
 
 
Resolution 2 
 
 
A special resolution to alter the Articles of Association of the Company to 
state its capital is as reduced by Resolution 1. 
 
 
 
 
Circular to Shareholders 
 
 
The Company will today post a circular to shareholders to convene the General 
Meeting which is to be held at 33 Cavendish Square, London, W1AG 0PW at 1.30 
p.m. on 2 April 2009. 
 
 
A copy of the circular is available from the Company's website at 
www.hurlinghamplc.co.uk. 
 
 
 
 
 
 
Enquiries: 
 
 
Hurlingham PlcTel: 020 7706 2121 
Andrew Blurton 
 
 
Teathers                                                     Tel: [phone] 
Nominated Adviser 
Jeff Keating / Simon Brown 
 
 
DEFINITIONS 
 
 
+--------------------------------+------------------------------------------------+ 
| "AIM"                          | the AIM market of the London Stock Exchange    | 
+--------------------------------+------------------------------------------------+ 
|                                |                                                | 
+--------------------------------+------------------------------------------------+ 
| "AIM Rules for companies"      | the rules for companies published from time to | 
|                                | time by the London Stock Exchange relating to  | 
|                                | the operation of AIM                           | 
+--------------------------------+------------------------------------------------+ 
|                                |                                                | 
+--------------------------------+------------------------------------------------+ 
| "'A' Shares"                   | all or any of the 100 unlisted issued 'A'      | 
|                                | ordinary shares of 75p each of the Company,    | 
|                                | with a total nominal value of GBP75            | 
+--------------------------------+------------------------------------------------+ 
|                                |                                                | 
+--------------------------------+------------------------------------------------+ 
| "the Companies Act"            | the Companies Act 1985 and the Companies Act   | 
|                                | 2006                                           | 
+--------------------------------+------------------------------------------------+ 
|                                |                                                | 
+--------------------------------+------------------------------------------------+ 
| "Company" or "Group"           | Hurlingham Plc and, where the context          | 
| or "Hurlingham"                | requires, its subsidiary undertakings          | 
+--------------------------------+------------------------------------------------+ 
|                                |                                                | 
+--------------------------------+------------------------------------------------+ 
| "Directors" or the "Board"     | any or all of the directors of Hurlingham from | 
|                                | time to time both past and future, who at the  | 
|                                | date of this announcement are Andrew Francis   | 
|                                | Blurton and David James St. Clair Low          | 
+--------------------------------+------------------------------------------------+ 
|                                |                                                | 
+--------------------------------+------------------------------------------------+ 
| "Form of Proxy"                | the form of proxy for use in connection with   | 
|                                | the General Meeting                            | 
+--------------------------------+------------------------------------------------+ 
|                                |                                                | 
+--------------------------------+------------------------------------------------+ 
| "General Meeting"              | the general meeting of the Company to be held  | 
|                                | at 1.30 p.m. on 2 April 2009, notice of which  | 
|                                | is set out in the circular to be sent to       | 
|                                | shareholders today, or any adjournment thereof | 
+--------------------------------+------------------------------------------------+ 
|                                |                                                | 
+--------------------------------+------------------------------------------------+ 
| "Half-Yearly Financial Report" | the half-yearly financial report of Hurlingham | 
|                                | Plc for the six months ended 31 March 2008,    | 
|                                | issued by the Company to its shareholders on   | 
|                                | 30 June 2008                                   | 
+--------------------------------+------------------------------------------------+ 
|                                |                                                | 
+--------------------------------+------------------------------------------------+ 
| "Investing Company"            | an AIM Company which, in the opinion of the    | 
|                                | London Stock Exchange, has as a primary        | 
|                                | business the investing of its funds in the     | 
|                                | securities of other companies or the           | 
|                                | acquisition of a particular business           | 
+--------------------------------+------------------------------------------------+ 
|                                |                                                | 
+--------------------------------+------------------------------------------------+ 
| "Ordinary Shares"              | all or any of the 2,905,606 ordinary shares of | 
|                                | 75p each in issue in the capital of the        | 
|                                | Company at the date of this announcement       | 
+--------------------------------+------------------------------------------------+ 
|                                |                                                | 
+--------------------------------+------------------------------------------------+ 
| "Shareholders"                 | holders from time to time of the Ordinary      | 
|                                | Shares                                         | 
+--------------------------------+------------------------------------------------+ 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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