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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Innovise | LSE:INNO | London | Ordinary Share | GB0030284854 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMINNO 7 June 2011 Innovise plc Proposed cancellation of admission of Shares to trading on AIM and Notice of General Meeting Innovise plc (the "Company"), the AIM-quoted software solutions and IT services provider, announces its intention to seek Shareholder approval for the cancellation of admission of Shares to trading on AIM. An explanatory circular will be posted to Shareholders setting out the background to and reasons for the Cancellation, why the Directors believe the Cancellation is in the best interests of the Company and its Shareholders and why they recommend that Shareholders vote in favour of the Cancellation Resolution as they intend to do in respect of their own current beneficial holdings of, in aggregate, 31,819,601 Shares, representing 79.64 cent. of the current issued ordinary share capital of the Company with voting rights. A General Meeting of the Company will be held at Keypoint, 17-23 High Street, Slough SL1 1DY at 2.30 pm on Wednesday 29 June 2011 at which Cancellation Resolution will be proposed to approve the Cancellation. A notice convening the General Meeting is set out in the circular. For further information contact: Mike Taylor, Chief Executive Innovise plc 087 0626 0400 Tony Edwards, Finance Director Innovise plc 087 0626 0400 Edward Hutton, Nominated Northland Capital Partners 020 7796 8800 Advisor Limited Ian Foster, Shareholder Wordsworth Communication Limited 077 3918 5050 Relations The Cancellation Reasons for the Cancellation The principal reason for the admission of the Shares to trading on AIM was to provide the Company with the ability to access capital in order to fund its strategy for growth and to use its Shares as consideration for acquisitions. Having kept the matter under review over the last 12 months, the Directors believe that the Cancellation is in the best interests of the Company and Shareholders. In reaching this conclusion, the Directors have taken the following factors into account: * The Board believes that the costs associated with maintaining the AIM listing can be better deployed as additional working capital in the business. The Directors estimate that, in the year ended 30 September 2010, the direct and indirect costs of the Company's AIM listing amounted to at least GBP100,000. This estimate includes listing expenses and advisory, legal and audit fees but excludes the considerable amount of senior executive time which is also spent dealing with the issues related to the AIM listing. This compares with the audited consolidated profit before tax of the Company for the same period of some GBP583,000; * the AIM listing of the Shares does not, in itself, currently offer investors increased liquidity or marketability and there is no opportunity to trade in meaningful volumes or with frequency. With little trading volume, the share price can move up or down significantly following trades of small numbers of Shares. The Directors do not consider that the liquidity situation would be materially affected by the Cancellation; and * the relative lack of liquidity in the Shares means that opportunities for the Company to issue Shares as consideration for acquisitions are very limited. Since its admission to AIM in 2001, the Company has issued some 35,897,740 Shares as consideration for acquisitions. The last time the Company used its Shares as consideration for an acquisition, however, was in 2009. Subsequent acquisitions which have been made have all been for cash, funded out of the Company's internal resources, as the Directors considered debt finance was more in the Company's interests than equity finance. Despite the solid first half trading performance of the Company's business as set out in the Interim Results, the Directors do not anticipate an improvement in stockmarket conditions in the short to medium term sufficient for the benefits of the AIM listing to outweigh the associated costs. For these reasons, the Directors propose that Innovise remains a public company at this time but cancels its AIM admission. Principal effects of the Cancellation The principal effects of the Cancellation include the following:- a. there will be no public stock market on which Shareholders can trade their Shares; b. Shareholders will lose certain protections and rights afforded to them by the AIM Rules including, inter alia, the disclosure of information relating to material developments in the Group's business and the publication of interim reports; and c. the Company will no longer be required to comply with the specific corporate governance requirements for companies admitted to trading on AIM. Even if the Cancellation becomes effective, the Company will remain subject to the City Code. Accordingly, Shareholders will continue to be entitled to the minority and other protections afforded by the City Code, for example in the event that an offer is made to Shareholders to acquire their Shares. As the Shares are currently admitted to trading on AIM, the Company is not required to comply with the provisions of the UK Corporate Governance Code. Nevertheless, the Directors are committed to proper standards of corporate governance and will continue to keep procedures under review. If the Cancellation becomes effective, this will not affect the Company's position as a public company for the purposes of the Companies Act 2006. The Board intends to continue to provide an investor relations website and to post information in relation to the Company on that website. Upon the Cancellation becoming effective, Northland Capital Partners Limited will cease to act as nominated adviser and broker to the Company. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately. If Shareholders wish to buy or sell Shares on AIM, they must do so prior to the Cancellation becoming effective. As noted above, in the event that the Cancellation Resolution is passed, it is anticipated that the final day of dealings in the Shares on AIM will be Wednesday 6 July 2011 and that the Cancellation will be effective from 7.00 am on Thursday 7 July 2011. Share dealing following the Cancellation Whilst the Board believes that the Cancellation is in the best interests of Shareholders and the Company, it recognises that the Cancellation will make it more difficult for Shareholders to buy and sell Shares should they wish to do so. The Company therefore intends to put in place a matched share trading service to assist shareholders to trade in the Company's shares. Full details of this process will be made available to Shareholders on the Company's website at www.innovise.com CREST The Shares will remain eligible for settlement in CREST. Accordingly, Shareholders will continue to be able to hold their Shares in CREST after the Cancellation. Current trading The Company`s Interim Results were announced today and can be found on the Company's website, www.innovise.com General Meeting Set out at the end of the circular is a Notice convening a General Meeting of the Company to be held at 2.30pm on Wednesday 29 June 2011 for the purpose of considering, and if thought fit, passing the Cancellation Resolution. The Cancellation Resolution requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting. If the Cancellation Resolution is passed, the Cancellation would take place with effect from 7.00 am on Thursday 7 July 2011. Recommendation The Directors believe that the Cancellation is in the best interests of the Company and Shareholders. Accordingly, they unanimously recommend that Shareholders vote in favour of the Cancellation as they have undertaken so to do in respect of their own current beneficial holdings of, in aggregate, 31,819,601 Shares, representing 79.64 cent. of the current issued ordinary share capital of the Company with voting rights. EXPECTED TIMETABLE OF PRINCIPAL EVENTS Latest time and date for receipt of Forms of 2.30 pm on Monday 27 June 2011 Proxy General Meeting of the Company 2.30 pm on Wednesday 29 June 2011 Final day of dealing in Shares on AIM Wednesday 6 July 2011 Cancellation of admission of Shares to trading 7.00 am on Thursday 7 July 2011 on AIM* All of the times and dates are subject to change at the Company's discretion. In the event of any change, the revised times and dates will be notified to Shareholders through a Regulatory Information Service. *the Cancellation requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting. DEFINITIONS "AIM" the market of that name operated by London Stock Exchange plc "AIM Rules" the AIM Rules for Companies "Cancellation" the cancellation of the admission to trading on AIM of the Shares "Cancellation Resolution" the resolution set out in the Notice relating to the Cancellation "City Code" the City Code on Takeovers and Mergers "Company" Innovise plc "Directors" or the "Board" the directors of the Company whose names appear on page 4 of the circular "General Meeting" the General Meeting of the Company, convened for 2.30 pm on Wednesday 29 June 2011, and any adjournment thereof, notice of which is set out at the end of the circular "Form of Proxy" the form of proxy enclosed with the circular for use by holders of Shares in connection with the General Meeting (or any adjournment thereof) "Group" the Company and its subsidiaries "London Stock Exchange" London Stock Exchange plc "Notice" the notice of General Meeting set out at the end of the circular "Registrars" Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL "Shareholder(s)" holder(s) of Shares "Shares" the ordinary shares of 1p each in the capital of the Company Note to editors: Innovise plc is a fast growing IT solutions company with two divisions, each of which has its own management team and focused growth strategy. Innovise ESM enables major organisations to transform complex IT environments, resulting in improved performance and service. The division partners with the leading global vendors to deliver best-in-class solutions to Fortune 500 businesses across a range of industries. The Innovise Software & Solutions division consists of two complementary units: Innovise Software's products are extensively used to improve efficiency within the facilities management, support services and public sectors, while Innovise Solutions provides customised and highly cost-effective managed services including remote database administration, infrastructure management and Microsoft solutions. Innovise has offices in Brierley Hill, Slough, Southampton, London and Mumbai. For more information, please visit www.innovise.com END
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