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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Nba Quantum | LSE:NAQ | London | Ordinary Share | GB00B4MTQK45 | ORD GBP100 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 8,750.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMNAQ RNS Number : 8090R NBA Quantum PLC 06 May 2009 ? NBA Quantum plc ("NBA Quantum" or "the Company") Proposed Cancellation of trading on AIM and Notice of General Meeting As announced in the Company's interim results released on 30 March 2009 the Board confirms it is seeking a delisting from AIM of the Company's Ordinary Shares together with certain related proposals. A General Meeting is being convened to be held on 28 May 2009 at 11.00 a.m. at 3000 Cathedral Hill, Guildford, Surrey GU2 7UB at which a resolution to seek, inter alia, Shareholder approval for the cancellation will be proposed. A circular convening the General Meeting will today be posted to Shareholders and will shortly be available for download at the Company's website: www.nbagroup.com The expected timetable of principal events is as follows: +-----------------------------------------+--------------------------------+ | | 2009 | +-----------------------------------------+--------------------------------+ | | | +-----------------------------------------+--------------------------------+ | Despatch of the circular | Wednesday 6 May | +-----------------------------------------+--------------------------------+ | | | +-----------------------------------------+--------------------------------+ | Last time and date for receipt of Forms | 11.00 a.m. on Tuesday 26 May | | of Proxy | | +-----------------------------------------+--------------------------------+ | | | +-----------------------------------------+--------------------------------+ | General Meeting | 11.00 a.m. on Thursday 28 May | +-----------------------------------------+--------------------------------+ | | | +-----------------------------------------+--------------------------------+ | Record date | Close of business on Thursday | | | 28 May | +-----------------------------------------+--------------------------------+ | | | +-----------------------------------------+--------------------------------+ | Expected date for CREST accounts to be | Friday 29 May | | credited | | +-----------------------------------------+--------------------------------+ | | | +-----------------------------------------+--------------------------------+ | Last day for dealings of Ordinary | Thursday 4 June | | Shares on AIM | | +-----------------------------------------+--------------------------------+ | | | +-----------------------------------------+--------------------------------+ | Expected date of cancellation of | with effect from 7.00 a.m. on | | Ordinary Shares from trading on AIM | Friday 5 June | +-----------------------------------------+--------------------------------+ | | | +-----------------------------------------+--------------------------------+ | Expected date by which definitive new | Friday 5 June | | share certificates are to be despatched | | +-----------------------------------------+--------------------------------+ | | | +-----------------------------------------+--------------------------------+ | Expected date by which cheques for | Friday 5 June | | Fractional Entitlements (where | | | applicable) are to be despatched | | +-----------------------------------------+--------------------------------+ | | | +-----------------------------------------+--------------------------------+ | Expected date on which CREST accounts | Monday 8 June | | are to be cancelled | | +-----------------------------------------+--------------------------------+ The full text of the Chairman's letter contained within the circular is set out below. Definitions in this announcement shall bear the same meaning as those in the circular to Shareholders. Dear Shareholder, Proposed Cancellation, Capital Reorganisation, Re-registration and Capital Reduction Introduction The Group's interim results announced on 30 March 2009 included certain details concerning the Board's intention to seek a delisting from AIM of the Ordinary Shares and related proposals. The Board believes that it would be in the interests of the Company and its Shareholders as a whole to cancel from the admission to trading on AIM the Ordinary Shares ("the Cancellation"), effect a share consolidation of the share capital of the Company ("the Capital Reorganisation"), re-register as a private company ("the Re-registration") and effect a share capital reduction ("Capital Reduction"), together "the Transaction". The reasons for and details of the proposed Transaction are set out below. I am therefore writing to you today to seek the necessary approval to allow the proposed Transaction to proceed. Notice of a General Meeting of the Company (at which the Resolutions to give effect to the Transaction will be put to the Shareholders) is set out on pages 15 and 16 of this document. Background to and reasons for the proposed Transaction 1. Reasons for proposed Cancellation Following careful consideration the Board has concluded that it is no longer in the best interests of the Company or its Shareholders to maintain the Company's trading facility on AIM and consider that the costs of remaining quoted on AIM far outweigh the benefits. As with many other smaller AIM quoted companies, the Group's Shareholder register is tightly held. Over 80 per cent. of the Shareholders by number listed on the Group's register own less than 0.6% of NBA Quantum's issued share capital. The Group suffers from a lack of liquidity in its shares. In the twelve months to 29 March 2009 (being the latest date before the Company announced its intention to delist) there were 226 trading days when no Ordinary Shares were traded on the London Stock Exchange (87 per cent of trading days) and 244 trading days when less than 5,000 Ordinary Shares were traded (94 per cent of trading days in that period). The average daily volume over the twelve months to 29 March 2009 is less than 4,000 shares, equating to 0.04 per cent of the Group's current issued share capital. As it is unlikely that the Group will be issuing new shares as part of a fundraising or as consideration for an acquisition, the lack of liquidity in its shares and low trading volumes are likely to continue. The Group's quotation on AIM involves considerable direct costs which the Directors estimate amount to approximately GBP60,000 per annum and deem are not appropriate for a Company of the size of NBA Quantum. Additionally, the Directors consider that the Company's listing on AIM results in a disproportionate amount of senior management time being spent in meeting the AIM Rules and related requirements, including reporting, disclosure and corporate governance requirements. The Directors believe that the interest of the Company and the Shareholders would best be served by removing these costs and allowing the Company's business to develop outside the constraints to which it is currently subject. The Company is aware that there is limited institutional investor appetite for a Company of the size of NBA Quantum. The Directors do not therefore consider that the Company will be able to attract and maintain an institutional investor base, especially in light of the current economic environment. In light of the factors detailed above, the Directors have concluded that the Cancellation be in the interests of the Company and its Shareholders as a whole. Rule 41 of the AIM Rules for Companies requires an AIM company which wishes the London Stock Exchange to cancel admission of its shares to trading on AIM to notify such intended cancellation and separately inform the London Stock Exchange of its preferred cancellation date at least 20 business days prior to such date. The Cancellation is conditional upon the consent of not less than 75 per cent of votes cast by Shareholders given at the General Meeting. The Company has notified the London Stock Exchange of its preferred cancellation date and if the relevant resolution is approved at the General Meeting it is anticipated that Cancellation will occur with effect from 7.00 a.m. on Friday 5 June 2009. 2. Effect of the Cancellation on Shareholders The principal effects of the Cancellation would be that: (a) there would no longer be a formal market mechanism enabling Shareholders to trade their shares on AIM or any other market or tracking exchange; (b) the Company would not be bound to announce material events, administrative charges or material transactions nor to announce interim or final results; (c) 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; and (d) the Company will no longer be subject to the AIM Rules and Shareholders will no longer be required to vote on certain matters as provided in the AIM Rules. The Board will, however, continue to: (a) continue to hold general meetings in accordance with the applicable statutory requirements and the Company's articles of association; and (b) continue to send Shareholders copies of the Company's audited accounts in accordance with the applicable statutory requirements. Shareholders should note that following the Cancellation the Company will remain subject to the provisions of The Takeover Code on the basis set out in those provisions. 3. Following the Cancellation The Directors are aware that Shareholders may still wish to acquire or dispose of Shares. The Directors are considering making available a matched bargain settlement. Under this facility Shareholders or persons acquiring Shares will be able to leave an indication with the matched bargain settlement facility provider that they are prepared to buy or sell at an agreed price. In the event that the matched bargain settlement facility provider is able to match that order with an opposite sell or buy instruction, the matched bargain settlement facility provider will contact both parties and then effect the order. The contact details of any matched bargain settlement facility provider, if arranged, will be made available to Shareholders on the Company's website at www.nbagroup.com. 4. Reasons for proposed Capital Reorganisation, Re-registration and Capital Reduction The Company's authorised share capital currently is GBP10,000,000 comprising of 100,000,000 Ordinary Shares of 10p of which 7,329,372 Existing Ordinary Shares are in issue. The Company has approximately 180 Shareholders. Some 130 of these Shareholders hold approximately 6,000 of the Existing Ordinary Shares and represent less than 1% of the current issued share capital of the Company. The Directors consider that a more appropriate capital structure is therefore now required. The Capital Reorganisation will also offer an exit route for some of the minority Shareholders. Further, the proposed Capital Reorganisation and Re-registration will reduce the administrative burden of the Company and the Re-registration will make the Company easier to manage under the lighter regulatory regime for private companies introduced by the Act. The Directors are, therefore, proposing to effect the Capital Reorganisation and Re-registration, details of which are set out below. Summary of the Proposals The Board will be putting resolutions to effect the proposals as detailed below before the Shareholders at the General Meeting, to be held on Thursday 28 May 2009. The Resolutions provide for:- i) the authority to allot 628 Existing Ordinary Shares free of statutory pre-emption provisions; ii) the consolidation of the Company's Existing Ordinary Shares into New Ordinary Shares; iii) consequential amendments to the Memorandum of Association and Articles of Association and approval ofthe Transfer Placing
Agreement; iv) cancellation of the Shares from admission to trading on AIM; v) re-registration as a private limited company; vi) authorisation of actual or potential conflicts; and vii) the approval of the use by the Company of electronic communications as permitted by the Act. The Resolutions are set out in full in the Notice of General Meeting. The Shareholders should note that, if the Re-registration Resolution becomes effective, they will continue to receive the protections afforded by the City Code on Takeovers and Mergers for so long as the Company falls within section 3(a)(ii) A-D of the City Code on Takeovers and Mergers. The City Code will continue to apply to the Company for a period of 10 years commencing from the day on which the admission of its shares on AIM is cancelled. Details of Proposed Capital Reorganisation The Directors are proposing to consolidate the Existing Ordinary Shares on the basis of 1 New Ordinary Share for every 1,000 Existing Ordinary Shares held, creating New Ordinary Shares of GBP100 each. To effect the consolidation, it will be necessary to issue and allot 628 additional Ordinary Shares so that the Company's issued share capital is exactly divisible by 1,000. Conditional upon and subject to the passing of the Resolutions specified above, the Company will issue the 628 Ordinary Shares for cash at an issue price of 10p per Existing Ordinary Share to Peter Elliott-Hughes (who will receive 297 Ordinary Shares), Robert Jervis (who will receive 275 Ordinary Shares) and Alan Rumford (who will receive 56 Ordinary Shares), being the 3 members of the concert party ("Concert Party"). The issue price of 10p per Existing share is 2.87p higher than the last traded price of 7.13p on 13 January 2009. Accordingly, immediately prior to the consolidation the Company's issued ordinary share capital will comprise 7,330,000 Ordinary Shares. The Directors estimate that the number of Shareholders following the Capital Reorganisation becoming effective would reduce by approximately 72 per cent to approximately 56 Shareholders. Other than the change in the nominal value, the New Ordinary Shares arising on completion of the Capital Reorganisation will have the same rights as the Existing Ordinary Shares including, without limitation, the same voting, dividend and other rights. The consolidation of the Company's shares would be effected by Resolution 3 on the Notice of the General Meeting. Resolution 3 is conditional on Resolutions 1 and 2 also being passed as they are necessary to ensure that the Company's issued share capital is exactly divisible by 1000. Resolution 4 is part of the Directors' proposal for dealing with the fractional entitlements arising from the consolidation. A consequence of the terms of the Capital Reorganisation is that holders of fewer than 1,000 Existing Ordinary Shares will not be entitled to receive a New Ordinary Share and holders of more than 1,000 Existing Ordinary Shares will only be entitled to one New Ordinary Share for every 1,000 Existing Ordinary Shares they hold at the Record Date. They will not be entitled to receive New Ordinary Shares in respect of their Fractional Entitlements. Further information about the treatment of Fractional Entitlements is set out below. Fractional Entitlements Where, as a result of the consolidation of the Existing Ordinary Shares described above, any Shareholder is entitled to a fraction only of a New Ordinary Share (a "Fractional Shareholder" and "Fractional Entitlement" respectively), all such fractions shall be aggregated by the Company so as to form New Ordinary Shares. The Company has entered into a Transfer Placing Agreement (further details of which are set out below) to sell these New Ordinary Shares on behalf of the Fractional Shareholders, to each of Peter Elliott-Hughes, Robert Jervis and Alan Rumford (being the three members of the Concert Party), pursuant to the Transfer Placing Agreement, subject to and conditional upon the Resolutions (other than the Re-registration Resolution) being passed at the General Meeting. The proceeds of the sale will then be distributed to the Fractional Shareholders in proportion to the fractions of New Ordinary Shares held by each of them, except where the payment due to any Fractional Shareholder would be less than GBP5 in which case, for purely economic reasons, the Directors have decided, in the exercise of their discretion under Article 6 of the Company's Articles of Association to retain the proceeds of sale and donate these to the National Society for the Prevention of Cruelty to Children (NSPCC). As stated above, on completion of the Capital Reorganisation any Shareholder holding fewer than 1,000 Existing Ordinary Shares on the Record Date will no longer be a Shareholder in the Company. This is because such Shareholders will not have any New Ordinary Shares. Instead, such Shareholders would receive a cash sum equal to the number of Existing Ordinary Shares held by them at the Record Date multiplied by 10p, being the price to be paid for the Fractional Entitlements by Peter Elliott-Hughes, Robert Jervis and Alan Rumford (the three members of the Concert Party) pursuant to the Transfer Placing Agreement, provided, as explained above, the payment due is GBP5 or more. Any Shareholder holding more than 1,000 Existing Ordinary Shares, on the Record Date, but a holding which is not exactly divisible by 1,000, will be entitled to one New Ordinary Share for each 1,000 Existing Ordinary Shares, held together with the proceeds of sale of his or her Fractional Entitlement to a New Ordinary Share (which will be aggregated and sold as described above) subject to the minimum payment of GBP5. The Appendix to this document sets out worked examples of the effect the Capital Reorganisation will have on Shareholders at different levels of shareholding. The Record Date for the proposed Capital Reorganisation (being the date on which the Fractional Entitlements will be calculated) will be the close of business on Thursday 28 May 2009 and, if approved by Shareholders, it is expected that the proposed Capital Reorganisation will become effective on Thursday 28 May 2009. Placing of the Fractional Entitlements The Company has entered into a Transfer Placing Agreement with Peter Elliott-Hughes, Robert Jervis and Alan Rumford (the three members of the Concert Party), whereby they have undertaken to acquire the Fractional Entitlements at a price of 10p per share for each Existing Ordinary Share. The price for the Fractional Entitlements has been calculated at 10p per share which is 2.87p higher than the last traded price of 7.13p on 13 January 2009. The Transfer Placing Agreement is conditional on the approval by Shareholders of the Resolutions (other than the Re-registration Resolution) to be proposed at the General Meeting of the Company to be held on Thursday 28 May 2009 including approving the entering into of the Transfer Placing Agreement. In anticipation of the Capital Reorganisation, Peter Elliott-Hughes, Robert Jervis and Alan Rumford (the three members of the Concert Party) have deposited the sum of GBP2,100 with IBB Solicitors as security for their obligations under the Transfer Placing Agreement. Following the Capital Reorganisation becoming effective, Peter Elliott-Hughes will have a beneficial interest of approximately 23.98 per cent of the issued share capital of the Company, Robert Jervis will have approximately 22.22 per cent and Alan Rumford will have approximately 4.49 per cent. These percentages are within 0.3 per cent of their existing shareholdings. As members of the Concert Party have a shareholding in excess of 50 per cent in the Company, the purchase of the New Ordinary Shares arising from Fractional Entitlements will not incur any obligation under Rule 9 to make a general offer to Shareholders. Details of the Proposed Capital Reduction In the Group's interim results announced on 30 March 2009, it was stated that the Board was considering effecting a share capital reduction to improve the Company's balance sheet. The Board considers that such an exercise would improve its headroom for paying future dividends and would be in the interests of the Company and its Shareholders. The Board is considering using the simplified procedure set out in the Act to effect the share capital reduction in order to avoid the need to seek court approval, which is a time consuming and expensive exercise. This alternative procedure is only available to private limited companies and will not be available to the Company until the re-registration process has been completed and the Registrar of Companies has issued a certificate of re-registration as a private limited company to the Company. Accordingly the Board confirms it remains its intention to seek Shareholders approval, at an appropriate opportunity following completion of the re-registration process, to a reduction of the Company's share capital under the simplified process. Settlement If you hold a share certificate in respect of your Existing Ordinary Shares, your certificate will no longer be valid from the time the proposed Capital Reorganisation becomes effective. If you hold more than 1,000 Existing Ordinary Shares on the Record Date you will be sent a new certificate evidencing the New Ordinary Shares to which you are entitled under the Capital Reorganisation. Such certificates will be despatched on Friday 5 June 2009. Upon receipt of a new certificate, you should destroy any old certificates. Pending the despatch of the new certificates, transfers of New Ordinary Shares will be certified against the Company's share register. If you hold your Existing Ordinary Shares in uncertificated form, you should expect to have your CREST account cancelled and you will be issued in paper form with the New Ordinary Shares to which you are entitled on implementation of the Capital Reorganisation on Thursday 28 May 2009 or as soon as practicable after the Capital Reorganisation becomes effective. Monies payable to Shareholders in respect of the sale (on behalf of Fractional Shareholders) of their fractional entitlement to the New Ordinary Shares will be paid by cheque to the Shareholders entitled to such payment (at such Shareholder's risk) and such cheques are expected to be despatched no later than Friday 5 June 2009 subject to a minimum threshold of GBP5 being payable. All cash payments will be made in pounds sterling by cheque drawn on a branch of a UK clearing bank and despatched by first class post. Effect of the proposed Capital Reorganisation on the Share Option Scheme and Convertible Securities As part of the Capital Reorganisation and conditional upon the Resolutions (other than the Re-registration Resolution), Peter Elliott-Hughes has agreed to surrender to the Company the benefit of the Share Options issued to him pursuant to the Share Option Scheme. Following such surrender, there will no longer be any outstanding share options in issue under the Share Option Scheme or otherwise. The Company does not have outstanding any securities convertible into Shares. Electronic Communications A resolution will be proposed at the General Meeting to enable the Company to take advantage of the provisions of the Act which allows website communication to Shareholders. The main advantages of website communications are the faster access to important information about the Company it affords to Shareholders and the environmental and cost saving benefits of reducing the number of printed documents required to be distributed to Shareholders. A separate letter is enclosed with this document which sets out the options you will have as to how you receive formal shareholder information from the Company in the future subject to the passing of this resolution. Please read the document carefully. Taxation The following statements are intended only as a general guide to the current tax position under UK taxation law and practice. They relate only to certain limited aspects of the UK tax position of Shareholders who are the beneficial owners of Existing Ordinary Shares and who are resident or (in the case of individuals) ordinarily resident in the UK for tax purposes and who hold their shares in the Company beneficially as an investment (and not as security to be realised in the course of a trade). The following is not, and is not intended to be, an exhaustive summary of the tax consequences of acquiring, holding and disposing of Existing Ordinary Shares or New Ordinary Shares. A Shareholder who is any doubt as to his or her tax position or is subject to tax in any jurisdiction other than the UK should consult his or her duly authorised professional adviser without delay. The proposed Capital Reorganisation should constitute a reorganisation of the Company's share capital for the purposes of section 126 of the Taxation of Chargeable Gains Act 1992. For the purposes of UK taxation of chargeable gains, to the extent that you receive New Ordinary Shares under the proposed Capital Reorganisation, you should not be treated as making a disposal of any of your Existing Ordinary Shares or an acquisition of New Ordinary Shares. The New Ordinary Shares will be treated as the same asset as, and as having been acquired at the same time and for the same aggregate cost as, the holding of Existing Ordinary Shares from which they derive. Any entitlements to fractions of New Ordinary Shares arising as a result of the Capital Reorganisation will be consolidated and sold (as noted above) on behalf of the Shareholders entitled to the same. If you hold more than 1,000 Existing Ordinary Shares and under the proposed Capital Reorganisation you receive cash as a result of the sale of the Fractional Entitlements, you may be entitled, under the current practice of HM Revenue & Customs, to treat the cash received from the part disposal as a deduction from any base cost you may have in your Existing Ordinary Shares (and accordingly, the New Ordinary Shares held after the proposed Capital Reorganisation) rather than as consideration for a disposal of the Existing Ordinary Shares held representing such Fractional Entitlement. This treatment is only available where the receipt is regarded by HMRC as "small" i.e. the amount you receive does not exceed GBP3,000, or does not exceed 5 per cent. of the value of the asset in respect of which it is paid, and the amount you receive is less than the allowable base cost of the asset. If the cash received is not regarded by HMRC as "small" then a part disposal calculation will be required to set the cash against the part of the base cost relating to the Fractional Entitlements in the Existing Ordinary Shares giving rise to a taxable gain or loss on the disposal. If you hold fewer than 1,000 Existing Ordinary Shares and, under the proposed Capital Reorganisation you receive cash as a result of the sale of the Fractional Entitlements, the cash received will be set against the whole of the base cost of your Existing Ordinary Shares giving rise to a taxable gain or loss on the disposal. No liability to stamp duty or stamp duty reserve tax will be incurred by a holder of Existing Ordinary Shares as a result of the proposed Capital Reorganisation. General Meeting You will find set out at the end of this document a notice convening the General Meeting to be held at 3000 Cathedral Hill, Guildford, Surrey GU2 7YB at 11.00 a.m. on Thursday 28 May 2009 . Action to be taken You are requested to complete and sign the enclosed Form of Proxy for use at the General Meeting and to return it to the Company's registrars by post or by hand to Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to arrive as soon as possible and, in any event, not later than 11.00 a.m. on Tuesday 26 May 2009. Completion and return of a Form of Proxy will not prevent you from attending and voting at the meeting in person should you wish to do so. Recommendation The Board consider that the proposals are most likely to promote the success of the Company for the benefit of its Shareholders. Accordingly, the Board recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own beneficial holdings which in aggregate amount to 3,370,874 Existing Ordinary Shares, representing approximately 45.9913 per cent of the Company's issued share capital carrying voting rights. Yours sincerely, Robert Jervis Chairman Contact NBA Quantum PLC Bob Jervis, Chairman Tel: 01483 243531 Brewin Dolphin Investment Banking (NOMAD) Tel: 0845 213 4730 Mark Brady / Alison Barrow ENDS This information is provided by RNS The company news service from the London Stock Exchange END MSCUUUBWAUPBGAQ
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