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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Celoxica | LSE:CXA | London | Ordinary Share | GB00B0L9TZ33 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.20 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number : 9215I Celoxica Holdings PLC 26 November 2008 26 November 2008 CELOXICA HOLDINGS PLC ("Celoxica", the "Company" or the "Group") Notice of Extraordinary General Meeting and Cancellation of Admission to AIM Celoxica Holdings plc (AIM: CXA) a leading provider of low latency trading solutions for the financial services sector, announces that a circular will today be despatched to Shareholders convening an Extraordinary General Meeting to seek Shareholder approval to cancel the admission of the Company's ordinary shares to trading on AIM. The Board has concluded that the costs and regulatory requirements associated with retaining Celoxica's AIM listing are a significant burden on the Company's financial resources and outweigh the benefits gained from Admission. The Extraordinary General Meeting will be held at the offices of the Company at 66 Milton Park, Abingdon, Oxfordshire, OX14 4RX commencing at 10.00 a.m. on 19 December 2008. If approved it is expected that Cancellation will take effect from 7.00 a.m. on 31 December 2008. ENQUIRIES Celoxica Holdings plc (www.celoxica.com) Tel: +44 (0)1235 863656 Lee Staines, CEO Antoine Rescourio, COO Arbuthnot Tel: +44 (0) 20 7012 2000 Tom Griffiths Alasdair Younie ICIS Tel: +44 (0) 20 7651 8688 Tom Moriarty Caroline Evans-Jones Introduction The Company announces that it is seeking Shareholder approval to cancel the admission of the Ordinary Shares to trading on AIM. Recommendations The Directors consider that the Resolutions are in the best interests of the Company and the Shareholders as a whole and are most likely to promote the success of the Company for the benefit of the Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the EGM as they have irrevocably undertaken to vote and certain other Shareholders have irrevocably undertaken to do in respect of their beneficial shareholdings, which in aggregate amount to 148,763,418 Ordinary Shares, representing approximately 52.1 per cent. of the Ordinary Shares. Cancellation of Admission Following the sale of the Company's Electronic System Level ("ESL") business in January 2008, the Company has focused strategically on its Market Data Accelerator product line and the financial services accelerated computing business plan. The Company has also continued to review its costs base. The Board have concluded that the costs and regulatory requirements associated with retaining Company's AIM quotation are a significant burden on the Company's financial resources and outweigh the benefits gained from Admission. The costs include fees paid to the Company's nominated advisor, annual fees paid to London Stock Exchange, costs relating to public announcements and certain fees and expenses of professional advisers engaged to provide services relating to the Company's Ordinary Shares being traded on AIM. In addition to the overheads incurred by the Company as a result of its Ordinary Shares being traded on AIM: * the Company has seen limited trading volume in the Company's shares since its Admission; and * the Directors consider that given the Company's size and share price and the current market conditions it would be difficult to raise additional funds on AIM. Following Cancellation (if so approved by the Shareholders) the Directors intend to reposition the Company as a technology start-up focusing on delivering solutions to the financial market. Cancellation will allow the Company to focus all its energy and resources on business development. As such after careful consideration, your 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. Shareholders should note that Cancellation is likely to reduce significantly the liquidity and marketability of the Ordinary Shares. Once Cancellation has taken effect, Shareholders will no longer be able to effect transactions in the Ordinary Shares on market at the market price. Following Cancellation, therefore, Shareholders will have to effect any further transactions in the Ordinary Shares off market at a price to be agreed between the relevant parties. However, while there can be no guarantee of any Shareholders being able to purchase or sell any Ordinary Shares, any Shareholder seeking to do so should contact the Company Secretary in writing at 66 Milton Park, Abingdon, Oxfordshire OX14 4RX. Dealings in the Ordinary Shares following Cancellation will continue to be eligible for settlement through CREST in uncertificated form. The Company will continue to post information about the Company on its website (www.celoxica.com) and will continue to hold general meetings in accordance with the applicable statutory requirements and the Company's articles. Shareholders should note that the Company will remain subject to the provisions of the City Code on Takeovers and Mergers. Options and the Warrant Option holders As at 25 November 2008, the latest day prior to the date of this announcement, the Company had granted options over 37,615,000 Ordinary Shares to employees and Directors which remain outstanding and have not been exercised. All of the options are underwater, namely their exercise prices are above the current market value of the Ordinary Shares. The proposed Cancellation will not affect the status of the options outlined above which can be exercised in accordance with their terms following the proposed Cancellation. Warrant holder The proposed Cancellation will not affect the status of the Warrant which can be exercised in accordance with its terms notwithstanding Cancellation. EGM - Resolution 1 Under the AIM Rules for Companies, it is a requirement that any Cancellation must be approved by not less than 75 per cent. of votes cast by Shareholders in general meeting. Accordingly the notice of EGM set out at the end of the shareholder circular contains a special resolution: (i) to approve the application to London Stock Exchange for cancellation of admission of the Ordinary Shares to trading on AIM; and (ii) to approve such cancellation. The EGM will be held at the offices of the Company at 66 Milton Park, Abingdon, Oxfordshire, OX14 4RX commencing at 10.00 a.m. on 19 December 2008. If approved it is expected that the Cancellation of Admission will take effect from 7.00 a.m. on 31 December 2008. Articles of Association - Resolution 2 Conditional on the passing of Resolution 1 and on the Cancellation of Admission, this resolution seeks the approval of the Shareholders to amend and update the Company's articles of association to reflect the implementation of certain provisions of the Companies Act 2006 in force at the date of the EGM. The amended articles of association can be viewed on the Company's website (www.celoxica.com). Please note in particular that the provisions dealing with the length of notice required to convene general meetings are being amended to conform to new provisions in the Companies Act 2006. In particular an extraordinary general meeting to consider a special resolution can be convened on 14 days' notice whereas previously 21 days' notice was required. Irrevocable Undertakings The proposed Cancellation is conditional, inter alia, upon the Shareholders passing the Resolutions at the EGM. The Directors have irrevocable undertaken to vote in favour of the Resolutions in respect of 29,815,789 Ordinary Shares, representing, in aggregate, approximately 10.4 per cent. of the Ordinary Shares and certain other Shareholders have irrevocably undertaken to vote in favour of the Resolutions in respect of 118,947,629 Ordinary Shares, representing, in aggregate, approximately 41.7 per cent. of the Ordinary Shares. Therefore, the Company has received in aggregate undertakings to vote in favour of the Resolutions in respect of 148,763,418 Ordinary Shares, representing approximately 52.1 per cent. of the Ordinary Shares. DEFINITIONS The following definitions apply throughout this announcement unless the context requires otherwise: "Admission" admission of the Ordinary Shares to trading on AIM, effective from 27 October 2005 "AIM" the market of that name operated by London Stock Exchange "AIM Rules for Companies" the rules for companies applying for admission to and whose securities are traded on AIM and published by London Stock Exchange as amended from time to time "Cancellation" the cancellation of Admission subject to the passing of the Resolutions and the issue by the London Stock Exchange of the AIM notice effecting the cancellation of the Company's Ordinary Shares to trading on AIM "Company" or "Celoxica" Celoxica Holdings Plc "CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001) operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form "Directors" or "the Board" the directors of the Company "Form of Proxy" the form of proxy enclosed with the shareholder circular for use by Shareholders in connection with the EGM "EGM" the extraordinary general meeting of the Company convened for 10.00 a.m. on 19 December 2008 "London Stock Exchange" London Stock Exchange plc "Option holders" holders of options over Ordinary Shares "Ordinary Shares" the ordinary shares of 1 pence in the capital of the Company "Resolutions" the resolutions to be proposed at the EGM "Shareholders" holders of Ordinary Shares "Warrant holder" ETV Panama S.A. being the holder of the Warrant "Warrant Instrument" the warrant instrument entered into by the Company on 21 December 2004 "Warrant" the warrant created by the Warrant Instrument END This information is provided by RNS The company news service from the London Stock Exchange END NOEFGMZMVKNGRZM
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