Proposed Cancellation of Admission

 

TIDMCAPT 
 
RNS Number : 5020M 
Capital Ideas PLC 
30 January 2009 
 

CAPITAL IDEAS PLC 
 
 
30 January 2009 
Proposed Cancellation of Admission to AIM and Notice of General Meeting 
Capital Ideas plc ('Capital Ideas' or the 'Company') today announces that the 
Company is seeking Shareholder approval to cancel the admission of the Ordinary 
Shares to trading on AIM. 
Introduction 
The Company is seeking Shareholder approval to cancel the admission of the 
Ordinary Shares to trading on AIM at a General Meeting which will be held on 27 
February 2009. A circular and notice of the General Meeting will today be posted 
to Shareholders. 
Recent Trading 
The Board announced its interim results to the end of October 2008 today which 
show revenues have increased by 340% to GBP1,504,000 and pre-tax profits have 
increased by 17.5% compared to the same period in the prior year. The increase 
in sales and pre-tax profits is as a result of the re-focus of the business from 
investment activity to establishing a broad-based database marketing business 
with multiple income streams. 
Background to the De-Listing 
Due to the state of the economy and its effect on current market conditions the 
Directors believe it would be more beneficial for Shareholders if the Company 
were to de-list from AIM. 
 
 
The principle reasons for De-Listing are as follows: 
 
 
1) the main reasons for being listed include the need to raise capital, the need 
to incentivise staff utilising share options and the general marketing benefits 
of being a listed company. The Company does not currently feel that the benefits 
being experienced outweigh the associated costs; 
 
 
2) the Company is incurring costs associated with being traded on AIM, including 
its Nominated Adviser, Broker, AIM, accounting and legal fees. In addition, as a 
listed entity there is a current need to increase the size of the board for 
corporate governance reasons which will add further costs. As things stand these 
costs and regulatory requirements associated with maintaining admission to AIM 
are a significant burden on the Company's financial resources and outweigh the 
benefits gained from Admission; 
 
 
3) the Company is now looking at many opportunities involving acquiring 
distressed companies where decisions on acquisitions need to be made quickly. 
The requirements under the AIM Rules can sometimes restrict the Company in this 
regard; 
 
 
4) the Company has seen very limited trading volume in the Company's Ordinary 
Shares; and 
 
 
5) it will generally be simpler and more cost effective to manage an unlisted 
company, rather than as a public quoted company. 
 
 
After careful consideration, the Board have therefore concluded that it is in 
the best interests of the Company and Shareholders if the Company's admission to 
trading on AIM is cancelled. 
 
 
As explained in the interim results announced today, the strategy of the 
business remains to continue to build a broad based marketing business. 
 
 
The De-Listing 
 
 
In accordance with Rule 41 of the AIM Rules, the Company has today notified the 
London Stock Exchange of the proposed De-Listing. This notice is conditional 
upon the consent of not less than 75 per cent. of votes cast by Shareholders at 
the General Meeting. The Notice of General Meeting contains a resolution which 
proposes that the admission to trading on AIM of the Company's Ordinary Shares 
is cancelled. Subject to the requisite Shareholder approval, the De-Listing is 
expected to be effective from 7.00am on 2 March 2009. 
 
 
Transactions in the Ordinary Shares following the De-Listing 
 
 
Following the De-Listing, there will be no market facility for dealing in the 
Ordinary Shares. However, while there can be no guarantee of any Shareholders 
being able to purchase or sell any Ordinary Shares, any Shareholder wishing to 
do so should contact the Company Secretary in writing at the Company's 
registered office at Cornwall Buildings, 45-51 Newhall Street, Birmingham B3 
3QR. The Company Secretary will keep a record of all interested potential 
purchasers and sellers and will seek to match them where possible. 
 
 
Recommendation 
 
 
The Directors are of the opinion that the De-Listing in the best interests of 
the Company and its Shareholders as a whole, and unanimously recommend that 
Shareholders vote in favour of the Resolutions, as they intend so to do in 
respect of their own shareholding and any shares in which they are beneficially 
interested representing in aggregate approximately 1.72 per cent. of the issued 
Ordinary Shares of the Company as at the date of this document. 
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
+------------------------------------+------------------------------------+ 
| Latest time and date for receipt   | 9.00am on 25 January 2009          | 
| of Forms of Proxy for the General  |                                    | 
| Meeting                            |                                    | 
+------------------------------------+------------------------------------+ 
| General Meeting of Capital Ideas   | 9.00am on 27 January 2009          | 
| plc                                |                                    | 
+------------------------------------+------------------------------------+ 
| Cancellation of admission to       | 7.00am on 2 March 2009             | 
| trading on AIM of the Ordinary     |                                    | 
| Shares expected to be effective    |                                    | 
+------------------------------------+------------------------------------+ 
Enquiries 
Anita Madhas,  Capital Ideas plc 0121 222 4220 
Gavin Burnell,  Ruegg & Co. Limited 020 7584 3663 
Paul Quade, City Road Communications 020 7248 8010 / 07947 186694 
 
 
Definitions 
The following definitions apply throughout the circular to shareholders: 
 
 
+---------------+--------------+ 
| 'Act'         | where        | 
|               | applicable   | 
|               | and in       | 
|               | force, the   | 
|               | Companies    | 
|               | Act 1985     | 
|               | (as          | 
|               | amended)     | 
|               | and/or the   | 
|               | Companies    | 
|               | Act 2006;    | 
+---------------+--------------+ 
| 'Admission'   | admission    | 
|               | of the       | 
|               | Ordinary     | 
|               | Shares to    | 
|               | trading      | 
|               | on AIM,      | 
|               | effective    | 
|               | from 30      | 
|               | August       | 
|               | 2002;        | 
+---------------+--------------+ 
| 'AIM'         | the          | 
|               | market       | 
|               | of that      | 
|               | name         | 
|               | operated     | 
|               | by the       | 
|               | London       | 
|               | Stock        | 
|               | Exchange     | 
|               | plc;         | 
+---------------+--------------+ 
| 'AIM          | the AIM      | 
| Rules'        | Rules        | 
|               | for AIM      | 
|               | companies    | 
|               | and their    | 
|               | nominated    | 
|               | advisers     | 
|               | published    | 
|               | by London    | 
|               | Stock        | 
|               | Exchange     | 
|               | plc from     | 
|               | time to      | 
|               | time;        | 
+---------------+--------------+ 
| 'Board'       | the          | 
| or            | directors    | 
| 'Directors'   | of           | 
|               | Capital      | 
|               | Ideas;       | 
+---------------+--------------+ 
| 'Capital      | Capital      | 
| Ideas'        | Ideas        | 
| or the        | plc, a       | 
| 'Company'     | company      | 
|               | incorporated | 
|               | and          | 
|               | registered   | 
|               | in England   | 
|               | and Wales    | 
|               | under the    | 
|               | Companies    | 
|               | Act 1985,    | 
|               | with         | 
|               | registered   | 
|               | number       | 
|               | 4258732;     | 
+---------------+--------------+ 
| 'Capita       | Capita       | 
| Registrars'   | Registrars,  | 
|               | the          | 
|               | Company's    | 
|               | registrars;  | 
+---------------+--------------+ 
| 'De-Listing'  | the          | 
|               | proposed     | 
|               | cancellation | 
|               | of admission | 
|               | to trading   | 
|               | on AIM of    | 
|               | the Ordinary | 
|               | Shares;      | 
+---------------+--------------+ 
| 'General      | the          | 
| Meeting'      | general      | 
|               | meeting      | 
|               | of the       | 
|               | Company      | 
|               | to be        | 
|               | held on      | 
|               | 27 January   | 
|               | 2009 at      | 
|               | 9.00am at    | 
|               | Capital      | 
|               | Ideas plc,   | 
|               | Sophia       | 
|               | House,       | 
|               | 76-80 City   | 
|               | Road,        | 
|               | London       | 
|               | EC1Y 2BJ     | 
|               | or any       | 
|               | adjournment  | 
|               | thereof;     | 
+---------------+--------------+ 
| 'London       | the          | 
| Stock         | London       | 
| Exchange'     | Stock        | 
|               | Exchange     | 
|               | plc;         | 
+---------------+--------------+ 
| 'Notice'      | the          | 
|               | notice       | 
|               | of the       | 
|               | General      | 
|               | Meeting;     | 
+---------------+--------------+ 
| 'Ordinary     | the          | 
| Shares'       | ordinary     | 
|               | shares       | 
|               | of 0.1       | 
|               | pence        | 
|               | each in      | 
|               | the          | 
|               | capital      | 
|               | of the       | 
|               | Company;     | 
+---------------+--------------+ 
| 'Resolutions' | the          | 
|               | resolutions  | 
|               | numbered 1   | 
|               | and 2 to be  | 
|               | proposed to  | 
|               | Shareholders | 
|               | at the       | 
|               | General      | 
|               | Meeting      | 
|               | which are    | 
|               | set out in   | 
|               | the Notice;  | 
|               | and          | 
+---------------+--------------+ 
| 'Shareholder' | a holder     | 
|               | of           | 
|               | Ordinary     | 
|               | Shares       | 
|               | of the       | 
|               | Company      | 
|               | from         | 
|               | time to      | 
|               | time.        | 
+---------------+--------------+ 
 
 
 
 
 
 
CAPITAL IDEAS PLC 
("the Company") 
 
 
NOTICE is hereby given that a general meeting of the Company will be held at 
9am, on 27 February 2009 at Capital Ideas plc, Sophia House, 76-80 City Road, 
London EC1Y 2BJ for the purpose of considering and, if thought fit, passing the 
following resolutions as special resolutions: 
 
 
SPECIAL RESOLUTIONS 
 
 
THAT: 
 
 
1. pursuant to Rule 41 of the AIM Rules for Companies the cancellation of 
admission of the Company's ordinary shares to trading on the AIM market of 
London Stock Exchange Plc is hereby approved (the "De-Listing"); and 
 
 
2. subject to the passing of Resolution 1, the Directors be and are hereby 
authorised to do all things necessary to give effect to the De-Listing. 
 
 
By the Order of the Board 
 
 
Secretary 
 
 
30 January 2009 
 
 
Registered Office: 
Cornwall Buildings, 
45-51 Newhall Street 
Birmingham 
B3 3QR 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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