Proposed Delisting

 

TIDMPOGL 
 
RNS Number : 0974K 
Plant Offshore Group Ltd 
13 April 2010 
 

13 April 2010 
 
                          Plant Offshore Group Limited 
                      ("Plant Offshore" or the "Company") 
 
              Proposed Cancellation of Admission to trading on AIM 
                                      and 
                    Notice of Extraordinary General Meeting 
 
Plant Offshore  today announces that it is proposing to cancel the admission to 
trading on AIM of its ordinary shares  (the "Ordinary Shares") (the 
"Delisting").The Company has today published and sent to all holders of Ordinary 
Shares (the "Shareholders") a circular setting out further details of the 
Delisting and the implications for Shareholders (the "Circular"). The Circular 
will also contain a notice convening an extraordinary general meeting which is 
to be held at at No.34, Jalan SS 6/8, Kelana Jaya, 47301 Petaling Jaya, Selangor 
Darul Ehsan, Malaysia. at 9.00 a.m. UK time on 7 May 2010 (the 
"Extraordinary General Meeting") at which the approval of Shareholders of the 
Delisting will be sought. In the event that Shareholders approve the Delisting 
it is anticipated that trading in the Ordinary Shares on AIM will cease at close 
of business on 14 May 2010 and cancellation of admission to trading on AIM of 
the Ordinary Shares will become effective at 7:00 a.m. UK time on 17 May 2010. 
 
Attached below are extracts from the Chairman's letter contained in the 
Circular. 
For further information, please visit www.plantoffshore.com or contact: 
 
+----------------------------------+-------------------------------+ 
| Plant Offshore Group Limited     | Tel: [phone]           | 
| Hang Chin Juan, CEO              | [e-mail]     | 
|                                  |                               | 
+----------------------------------+-------------------------------+ 
| Allenby Capital Limited          | Tel: [phone]       | 
| Nick Athanas/Alex Price          |                               | 
|                                  |                               | 
+----------------------------------+-------------------------------+ 
Background to the Cancellation 
The principal reasons for the admission of the Ordinary Shares to trading on AIM 
have been (amongst others) to provide the Company with the ability to access 
capital in order to fund its strategy and to use its Ordinary Shares as 
consideration for acquisitions. The Company has been reviewing both the 
advantages and disadvantages of maintaining admission of the Ordinary Shares to 
trading on AIM and the Directors believe that Admission no longer sufficiently 
provides the Company with the advantages of providing access to capital or 
enabling the Ordinary Shares to be used to effect acquisitions without 
unattractive dilution. The Directors have therefore, following careful 
consideration, concluded that it is no longer in the best interests of the 
Company or its Shareholders for the Company to maintain Admission. In reaching 
this conclusion the Directors have taken the following factors into account: 
(a) in the Directors' opinion, the trading price of the Ordinary Shares on AIM 
does not reflect the true asset value of Plant Offshore and its businesses; 
(b) given the overall market conditions for small listed companies, the 
Directors are of the opinion that it is (and will continue to be) difficult for 
the Company to attract meaningful equity investment through its listing on AIM; 
(c) the AIM listing of the Ordinary Shares does not, in itself, offer investors 
the opportunity to trade in meaningful volumes or with frequency within an 
active market. The concentration of the Company's shareholder base, with two 
shareholders holding 90 per cent. of the Company's issued ordinary share 
capital, results in limited trading liquidity in the Ordinary Shares. With 
little trading volume, the Company's share price can move up or down 
significantly following trades of small numbers of shares; 
(d) the Directors estimate that the annual direct and indirect costs of the 
Company's AIM listing are at least GBP150,000 per annum. This estimate includes 
listing expenses and advisory, legal and audit fees. The Board considers these 
costs to be too high in relation to the benefits of trading on AIM and the 
Directors believe that these could be better utilised in running the business; 
and 
(e) the amount of senior executive time which is spent on dealing with the 
regulatory burdens associated with maintaining issues related to the AIM listing 
is disproportionate to the benefit to the Company. 
Pursuant to Rule 41 of the AIM Rules, cancellation of the admission of the 
Ordinary Shares to trading on AIM requires the consent of not less than 75 per 
cent. of votes cast by Shareholders (in person or by proxy) given in a general 
meeting. 
The Company has notified the London Stock Exchange of the proposed Cancellation. 
In the event that Shareholders approve the Cancellation, it is anticipated that 
the last day of dealings in the Ordinary Shares on AIM will be 14 May 2010 and 
that the effective date of the Cancellation will be 17 May 2010. 
Current trading and prospects 
On 15 September 2009 the Company announced at the time of the publication of its 
half-year results that, inter alia, the Group had been experiencing delays to 
both existing and prospective new projects as a result of continuing economic 
uncertainty and also changes to the clients' design specifications and 
requirements. As a result, and as previously announced on 15 September 2009, the 
Company anticipates that its results for the year ended 31 December 2009  will 
be lower than previous management expectations. Unaudited management accounts 
show turnover for the period of approximately RM37.06 million (2008: RM 64.84 
million) and profit before tax is expected to be approximately RM 0.88 million 
(2008: RM: 4.84 million). The Directors believe the Group's prospects remain 
sound but the timing of awarding of new contracts from clients remains 
uncertain. The Group does not expect to see growth in profitability while the 
global economic environment remains challenging and market sentiment remains 
weak. 
Following Cancellation, the Directors intend to continue to focus on securing 
new contracts for the Company as well as growing the Company's market share in 
its existing markets. The Directors continue to evaluate possible new strategies 
of entering into new geographical markets and expansion of the Company through 
joint ventures. 
Process for Delisting 
In accordance with Rule 41 of the AIM Rules, the Company has notified the London 
Stock Exchange of the intention to delist, subject to Shareholder approval, 
giving twenty business days notice. Under the AIM Rules, it is a requirement 
that the Delisting is approved by not less than 75 per cent. of votes cast by 
Shareholders (in person or by proxy) at the Extraordinary General Meeting. 
Subject to the Resolution approving the Delisting being passed at the 
Extraordinary General Meeting, it is anticipated that trading in the Ordinary 
Shares on AIM will cease at the close of business on 14 May 2010 with Delisting 
taking effect at 7.00 a.m. UK time on 17 May 2010. 
Upon the Delisting becoming effective, Allenby Capital will cease to be 
nominated adviser and broker to theCompany and the Company will no longer be 
required to comply with the rules and corporate governance requirements to which 
companies admitted to trading on AIM are subject, including the AIM Rules. 
Irrevocable undertakings 
Landace Holdings Sdn Bhd and Titan Acres Sdn Bhd have each irrevocably 
undertaken to exercise (or procure the exercise of) the voting rights in respect 
their respective interests in 90,000,000 Ordinary Shares and 60,000,000 Ordinary 
Shares (comprising in aggregate 150,000,000 Ordinary Shares representing 90.0 
per cent. of the Ordinary Shares in issue) in favour of the Resolution to be 
proposed at the Extraordinary General Meeting. 
Principle effects of the Cancellation 
Following the Cancellation of trading in the Company's shares on AIM, the 
Ordinary Shares will not be traded on any public market and the CREST facility 
will be cancelled. However, as mentioned under the "Dealing and settlement 
arrangements" section below, the Directors intend to use reasonable endeavours 
to create and maintain a matched bargain settlement facility. There can be no 
guarantee though that a Shareholder will be able to purchase or sell any 
Ordinary Shares following Cancellation. 
Although the Ordinary Shares will remain transferable they will cease to be 
transferable through CREST. Those shareholders who currently hold Ordinary 
Shares in uncertificated form in CREST will, following the Delisting becoming 
effective, be sent a share certificate for those Ordinary Shares which were 
previously held in uncertificated form and such share certificates will be 
despatched by 30 June 2010. 
The Company will not be subject to the AIM Rules and, accordingly, it will not 
(amongst other things) be required to retain a nominated adviser or to comply 
with the requirements of AIM in relation to annual accounts and half-yearly 
reports, the disclosure of price sensitive information or the disclosure of 
information on corporate transactions. 
As the Ordinary Shares are currently admitted to trading on AIM, the Company is 
not required to comply with the provisions of the Combined Code of Corporate 
Governance. Nevertheless, the Company seeks, within the practical confines of 
being a small company, to act in compliance with the principles of good 
governance and the code of best practice. The Directors wish to assure 
Shareholders that they remain committed to a high level of transparency and do 
not intend the Cancellation to impact on the level of disclosure of material 
events currently made to Shareholders. It is therefore the Directors' current 
intention to continue to provide a number of the same or similar facilities and 
services to Shareholders as they currently enjoy as shareholders of an AIM 
company. These include: 
(a) continued provision of the Company's audited accounts in accordance with 
applicable statutory requirements and the Company's Articles; 
(b) provision of a matched bargain share dealing service to Shareholders (the 
Company is currently investigating such a dealing service and will endeavour to 
ensure that it is in place as soon as practicable following the Cancellation so 
as to enable Shareholders to trade their Ordinary Shares); and 
(c) posting certain information relating to the Company, including details of 
any arrangements made to assist Shareholders to trade in the Ordinary Shares, on 
its website (www.plantoffshore.com). 
Following Cancellation, Hang Chin Juan, Pey Chee Hian and Goh Chin Yong will 
(through their holdings in Landace Holdings Sdn Bhd and Titan Acres Sdn Bhd) 
together hold, in aggregate, Ordinary Shares representing 90.0 per cent. of the 
issued ordinary share capital of the Company and, as such, will be able to 
exercise significant influence over matters requiring Shareholder approval. 
All of the current Board executives will remain in place following Cancellation. 
The non-executive Board members, namely Cho Nam Sang, Mohammed Sohail Bhatti and 
Goh Chin Yong, will each resign with effect from the date of the Cancellation. 
Dealing and settlement Arrangements 
The Directors are aware that Shareholders may wish to acquire or dispose of 
shares in the Company following the Delisting. Accordingly, the Board intends to 
employ the services of a third party matched bargain trading facility for at 
least one year following cancellation. Under this facility Shareholders or 
persons wishing to acquire Ordinary Shares will be able to leave an indication 
with the matched bargain trading facility provider that they are prepared to buy 
or sell at an agreed price. In the event that the matched bargain trading 
facility provider is able to match that order with an opposite sell or buy 
instruction, the matched bargain trading facility provider will contact both 
parties and then effect the bargain. In these circumstances, Shareholders who do 
not have their own broker may need to register with any such matched bargain 
trading facility provider as a new client. Shareholders who consider they are 
likely to use this matched bargain trading facility would be encouraged to 
commence registration at the earliest opportunity. 
Once such arrangements have been set up by the Company, details will be made 
available to Shareholders on the Company's website (www.plantoffshore.com). It 
is expected that such arrangements will become effective shortly after 
Cancellation. 
Transfers of interests in shares in certificated form should be sent to the 
Company's registrars, Capita Registrars (Jersey) Limited c/o Capita Registrars, 
34 Beckenham Road, Beckenham, BR3 4TU. Existing share certificates remain valid. 
If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so prior 
to the Cancellation becoming effective. As noted above, in the event that 
Shareholders approve the Cancellation, it is anticipated that the last day of 
dealings in the Ordinary Shares on AIM will be 14 May 2010 and that the 
effective date of the Cancellation will be 17 May 2010. 
Recommendation 
For the reasons set out above, the Directors believe that the Delisting is the 
best interests of the Companyand of Shareholders as a whole. Accordingly, the 
Directors unanimously recommend Shareholders to vote in favour of the 
Resolution. 
DEFINITIONS 
'Admission'                                                    the admission of 
the Ordinary Shares to trading on AIM 
'Act'                                                                   the 
Companies Act 2006, as amended 
'AIM'                                                                 the AIM 
market operated by the London Stock Exchange 
'AIM Rules'                                                     the AIM Rules 
for companies admitted to trading on AIM published 
                                              by the London Stock Exchange, as 
amended from time to time 
'Cancellation' or 'Delisting'                      the proposed cancellation of 
the Company's Ordinary Shares from 
                              trading on AIM subject to the passing of the 
Resolution at 
                                                                            the 
Extraordinary General Meeting 
'CREST'                                                              the 
relevant system (as defined on the Regulations) in respect of which 
 
Euroclear UK & Ireland Limited is the Operator (as defined in the 
 
Regulations) 
'Directors' or 'Board'                                   the directors of the 
Company 
'Extraordinary General Meeting'          the extraordinary general meeting of 
the Company convened for 
                                                               4.00 p.m. (9.00 
a.m. UK time) on 7 May 2010 
'Form of Proxy'                                             the form of proxy 
for use in connection with the Extraordinary General 
 
Meeting 
'Group'                                                             Plant 
Offshore and its subsidiaries 
'London Stock Exchange'                          London Stock Exchange plc 
'Ordinary Shares'                                         ordinary shares of 
0.01p each in the capital of the Company 
'Plant Offshore' or 'the Company'        Plant Offshore Group Limited 
'Regulations'                                                  the 
Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as 
 
amended from time to time 
'Resolution'                                                    the resolution 
set out in the notice of the Extraordinary General Meeting 
'Shareholders'                                               the holders of the 
Ordinary Shares 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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