Shareholder circular - proposed de-listing

 

TIDMMAY 
 
RNS Number : 5850N 
Mapeley Limited 
19 February 2009 
 

Mapeley Limited 
 Shareholder circular in connection with proposed de-listing 
19 February 2009 
Mapeley Limited ("Mapeley" or the "Company") publishes shareholder circular and 
notice of general meeting in connection with proposed de-listing from the 
Official List and the London Stock Exchange. 
Mapeley Limited is today posting a circular (the "Circular") to Shareholders in 
connection with the cancellation of admission of Ordinary Shares to the Official 
List and to trading on the London Stock Exchange's market for listed securities 
(the "De-listing"). Unless otherwise defined in this announcement, capitalised 
terms used in this announcement are as defined in the Circular. 
The Circular will set out the background to and reasons for, and seek 
Shareholders' approval of, the De-listing. 
A general meeting of the Company (the "General Meeting") is to be held at 
Regency Court, Glategny Esplanade, St Peter Port, Guernsey, GY1 1WW on 18 March 
2009 at 1.30 p.m. (London time) for the purposes of approving the De-listing. 
Mapeley's board of directors (the "Board") considers the De-listing to be in the 
best interests of Shareholders as a whole and unanimously recommends that 
Shareholders vote in favour of the De-listing at the General Meeting. 
The Resolution will be proposed, in accordance with the Listing Rules, as a 
special resolution (and will require a vote in favour of not less than 75 per 
cent. of the votes cast in person or by proxy at the General Meeting). 
Mapeley's directors intend to vote in favour of the Resolution in respect of 
their own beneficial holdings of, in aggregate, 391,968 Ordinary Shares, 
representing approximately 1.3 per cent. of the votes capable of being cast at 
the General Meeting. 
In addition (and as explained in the circular sent to Shareholders dated 24 
December 2008 in connection with the Convertible Bond Issue), pursuant to the 
underwriting agreement entered into between the Company and Fortress in 
connection with the Convertible Bond Issue, Mapeley has received an irrevocable 
undertaking from Fortress to vote in favour of the Resolution and to take all 
reasonable steps to ensure the Fortress Shareholders and their Associates do the 
same. This irrevocable undertaking is in respect of, in aggregate, a further 
19,645,341 Ordinary Shares, representing approximately 66.4 per cent. of the 
votes capable of being cast at the General Meeting. 
Expected timetable of principal events 
+-------------------------------------+-------------------------------------+ 
| Latest time and date for receipt by | 1.30 p.m. on 16 March 2009          | 
| Mapeley's Registrars of Forms of    |                                     | 
| Proxy in respect of the General     |                                     | 
| Meeting                             |                                     | 
+-------------------------------------+-------------------------------------+ 
| General Meeting                     | 1.30 p.m. on 18 March 2009          | 
+-------------------------------------+-------------------------------------+ 
| Last day of dealings in Ordinary    | 17 April 2009                       | 
| Shares                              |                                     | 
+-------------------------------------+-------------------------------------+ 
| Ordinary Shares cancelled from      | 8.00 a.m. on 20 April 2009          | 
| admission to the Official List and  |                                     | 
| to trading on the London Stock      |                                     | 
| Exchange's market for listed        |                                     | 
| securities                          |                                     | 
+-------------------------------------+-------------------------------------+ 
Notes to the expected timetable of principal events: 
(1) If the General Meeting is adjourned, the latest time for receipt by 
Mapeley's Registrars of Forms of Proxy will be 48 hours before the time 
appointed for the adjourned General Meeting. 
(2) All reference to times of day in this announcement are to London time unless 
otherwise stated. 
(3) The De-listing referred to in the above timetable following the General 
Meeting is conditional upon the Resolution being passed by Shareholders. 
A copy of the Circular will shortly be available for viewing at he Document 
Viewing Facility of the FSA (25 North Colonnade, London E14 5HS) and will 
shortly be available for inspection at Mapeley's registered office (Regency 
Court, Glategny Esplanade, St. Peter Port, Guernsey GY1 1WW) during normal 
business hours on any weekday (Saturdays, Sundays and public holidays excepted) 
until the General Meeting. 
Background to the De-listing proposal 
On 5 February 2009, FIG LLC, the manager of Fortress, wrote to the Company 
informing it of its intention to convert Fortress' holding of Convertible Bonds 
into Ordinary Shares on or around 31 March 2009. As a result, and assuming that 
no new Ordinary Shares are issued by the Company between the date of this 
document and the date of such conversion and that no other Bondholders convert 
their Convertible Bonds on or prior to such date, Fortress, together with the 
other Fortress Shareholders and their Associates, will hold at least 75 per 
cent. of the issued ordinary share capital of the Company (the "Issued Ordinary 
Share Capital"). In the event that all Bondholders exercise their rights to 
convert their holdings of Convertible Bonds at the same time and assuming that 
no new Ordinary Shares are issued by the Company between the date of this 
document and the date of such conversion, it is nevertheless expected to be the 
case that Fortress, together with the other Fortress Shareholders and their 
Associates, will hold at least 75 per cent. of the Issued Ordinary Share 
Capital. 
As was explained in the circular sent to Shareholders dated 24 December 2008 in 
connection with the Convertible Bond Issue, in the event that Fortress, together 
with the other Fortress Shareholders and their Associates, hold more than 75 per 
cent. of the Issued Ordinary Share Capital, the Company will request the 
cancellation of Listing. In addition, pursuant to the underwriting agreement 
entered into between the Company and Fortress in connection with the Convertible 
Bond Issue, Fortress undertook to the Company to vote in favour of any such 
resolution for the cancellation of Listing and to take all reasonable steps to 
ensure that the Fortress Shareholders and their Associates do the same. If the 
Fortress Shareholders and their Associates hold Ordinary Shares representing 75 
per cent. or more of the Issued Ordinary Share Capital at the time of such 
meeting, their votes alone would be sufficient to pass the resolution to approve 
the cancellation of the Listing. 
As a consequence, the Directors consider it inevitable that the De-listing will 
occur following the conversion by Fortress of its holding of Convertible Bonds 
on or around 31 March 2009. 
Given the recent Convertible Bond Issue and the depressed nature of the market 
price for the Ordinary Shares, the Directors do not believe that it is likely 
that the Company will be able in the foreseeable future to raise funds through 
further issues of new Ordinary Shares or securities convertible into new 
Ordinary Shares. As a result, it is likely that the current small free float in 
the Ordinary Shares will persist and that, following Conversion, the percentage 
of the Issued Ordinary Share Capital held by the Fortress Shareholders will 
increase. Furthermore, the Directors have also considered the ongoing costs and 
regulatory and reporting requirements of maintaining a listing on the Official 
List and believe that these costs and requirements can no longer be justified in 
relation to the Company in the current challenging market environment. 
The Directors have considered delaying the De-listing until after Conversion at 
which point Fortress, together with the other Fortress Shareholders and their 
Associates, will hold more than 75 per cent. of the Issued Ordinary Share 
Capital. However, for the reasons outlined above, the Directors believe that it 
is in the best interests of the Company and the Shareholders as a whole if the 
De-listing occurs as soon as possible in accordance with the timetable set out 
in the Listing Rules and London Stock Exchange's Admission and Disclosure 
Standards. 
Enquiries: 
+-------------------------------------+-------------------------------------+ 
| Mapeley Limited                     | Brunswick                           | 
| Nicola Perkins, Investor Relations  | Kate Holgate/ Pavla Shaw            | 
| Tel: [phone]            | Tel: [phone]            | 
| email: [e-mail]               | email: [e-mail]   | 
+-------------------------------------+-------------------------------------+ 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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