Yujin International Ltd Proposed AIM Cancellation and ISDX Admission (7309H)

TIDMYUJ

RNS Number : 7309H

Yujin International Ltd

22 August 2016

YUJIN INTERNATIONAL LTD

PROPOSED ACQUISITION, AIM CANCELLATION AND ADMISSION TO ISDX GROWTH MARKET

SUSPENSION OF TRADING

The Directors of Yujin are pleased to announce the proposed acquisition of Healthperm Resourcing Limited; the proposed cancellation of the admission of its shares to trading on AIM; and the proposed admission of its shares to trading on the ISDX Growth Market.

The Company is also proposing, inter alia, to (i) undertake a consolidation of the Ordinary Shares; (ii) raise approximately GBP275,000 through subscriptions for New Ordinary Shares at a price of 150p per share (following the Share Consolidation); (iii) change the name of the Company to Healthperm Resourcing Ltd; and (iv) make a number of changes to the board of Directors of the Company (the "Board").

The Company will today post to Shareholders:

-- the ISDX Admission Document which incorporates notice of an extraordinary general meeting to be held at 10.00 a.m. (Singapore time) on 15 September 2016 at which resolutions will be proposed to approve the Proposals (excluding the Cancellation); and

-- the Cancellation Circular which incorporates notice of a separate extraordinary general meeting to be held at 10.30 a.m. (SGT) on 15 September 2016 at which a single resolution will be proposed to approve the Cancellation.

Assuming the Resolutions are passed, the Directors anticipate that completion of the Proposals, including Cancellation, will occur on 23 September 2016.

The ISDX Admission Document and the Cancellation Circular will be available on the Company's website, www.yujininternational.com, later today.

Defined terms used in this announcement have the same meaning as set out in the Cancellation Circular.

Proposed Acquisition

The Company has today signed the Acquisition Agreements pursuant to which it has conditionally agreed to acquire the entire issued share capital of Healthperm.

The initial consideration for the Acquisition is approximately GBP11.2 million to be satisfied by the issue of new Ordinary Shares with deferred consideration potentially payable, also in new Ordinary Shares, depending on performance. Further information on the Acquisition is set out in the ISDX Admission Document, which will be posted to Shareholders today.

Healthperm was founded with the objective of addressing the acknowledged shortage of permanent nurses in the healthcare systems in the UK and the UAE, through the recruitment of experienced professionals from the Philippines. The Board has identified Healthperm as an attractive acquisition target which has the potential to provide both capital growth and income through dividends for Shareholders.

Proposed AIM Cancellation and Admission to ISDX Growth Market

In order to facilitate the Acquisition, the Directors have concluded that a resolution should be put to Shareholders to approve the Cancellation and to seek ISDX Admission on the basis that the ISDX Growth Market is a more appropriate market given the relatively early stage of development of the Healthperm business.

In view of the irrevocable undertakings provided in support of the Cancellation, which total approximately 90.0% of the Company's issued share capital, the Directors expect that the resolution to approve the Cancellation will be approved and in accordance with AIM Rule 41, the Directors intend to effect the Cancellation.

The Directors anticipate that the Company will be admitted to ISDX on the same day that Cancellation takes effect and therefore they expect that the Cancellation will have limited impact on the ability of Shareholders to trade their Ordinary Shares. The Directors consider that the effects of the Cancellation will be as follows:

   --     Shareholders will have the ability to trade their Ordinary Shares on ISDX, rather than AIM; 

-- the Company will remain subject to the Disclosure and Transparency Rules and, among other things, will continue to be required to disclose major shareholdings in the Company;

-- the Company will no longer be subject to the AIM Rules for Companies, but will become subject to the ISDX Rules which, the Directors consider, require similar levels of compliance and disclosure; and

   --    the Cancellation may have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately. 

In the event that the Resolutions are not passed and Cancellation does not occur as expected, the Company will remain an AIM Rule 15 cash shell, pursuant to which it is required to make an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 within six months of becoming an AIM Rule 15 cash shell, which occurred on 4 April 2016, or be readmitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least GBP6 million), failing which the Ordinary Shares would be suspended from trading on AIM. After six months of suspension, the admission of the Ordinary Shares to trading on AIM would then be cancelled.

Suspension of Trading

The Acquisition is deemed to be a reverse takeover in terms of AIM Rule 14. The Company has not prepared an AIM Admission Document because the Company is seeking to cancel the admission of its shares to trading on AIM and to admit its shares to trading on ISDX. The Company has therefore prepared the ISDX Admission Document, which will be sent to Shareholders today. Accordingly and pursuant to Rule 12 of the AIM Rules for Companies, the Ordinary Shares will be suspended from trading on AIM with effect from 7.30 a.m. on 22 August 2016.

Share Consolidation

Under the Share Consolidation, it is proposed that every ninety-one existing Ordinary Shares be consolidated into two new Ordinary Shares. Accordingly, the proportion of new Ordinary Shares held by each existing Shareholder immediately before the Share Consolidation will, save for fractional entitlements, be the same as the proportion of new Ordinary Shares held by each existing Shareholder immediately after the Share Consolidation. The new Ordinary Shares will carry the same rights as those attaching to the existing Ordinary Shares.

The Existing Board believes that the Share Consolidation will result in a more appropriate number of shares in issue given the Company's size. The Share Consolidation may also help to make the Company's shares more attractive to investors and may result in a narrowing of the bid/offer spread, thereby improving liquidity.

Changes to the Board

Following Cancellation and ISDX Admission, the new Board will be as follows:

Alan Kitchin (Non-Executive Chairman)

David Sumner (Chief Executive Officer)

John-Paul Etheridge (Chief Financial Officer)

Steven Howson (Non-Executive Director)

Aamir Quraishi (Non-Executive Director)

Lee Keen Whye (Non-Executive Director)

Further information on the new Board is set out in the ISDX Admission Document.

Change of Advisers

Cantor Fitzgerald Europe has provided notice to the Company to cease acting as nominated adviser and broker on the date of Cancellation. On the same date WH Ireland Limited will be appointed by the Company as its Corporate Adviser in respect of the ISDX Admission and Daniel Stewart & Company plc will be appointed Broker.

Expected Timetable of Principal Events

The dates and times below on the Company's current expectations and may be subject to change. Any changes to the expected timetable will be announced via a Regulatory Information Service.

 
                                                                2016 
 Announcement of cancellation of admission                 22 August 
  to AIM and publication the Cancellation 
  Circular and the ISDX Admission Document 
 First EGM                                    10.00 a.m. (SGT) on 15 
                                                           September 
 Second EGM                                   10.30 a.m. (SGT) on 15 
                                                           September 
 Record date for the Share Consolidation     close of business on 22 
                                                           September 
 Expected final day of dealings of the                  23 September 
  Ordinary Shares on AIM 
 Cancellation of the admission to trading               23 September 
  on AIM of the Ordinary Shares, admission 
  of the Ordinary Shares to trading on 
  ISDX and completion of the Acquisition 
 

Enquiries:

 
 Yujin International Ltd.               Tel: [phone] 
  Keen Whye Lee 
 
 Cantor Fitzgerald Europe                   Tel: [phone] 
  Rick Thompson/David Foreman/Michael 
  Reynolds 
 
 W H Ireland Limited                        Tel: [phone] 
  Tim Feather/Liam Gribben 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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August 22, 2016 02:00 ET (06:00 GMT)