Proposed cancellation, Notice of General Meeting (3685Z)

TIDMCGA

RNS Number : 3685Z

China Gateway International PLC

14 March 2012

For immediate release 14 March 2012

China Gateway International PLC ("the Company")

Proposed cancellation of admission to AIM of the Ordinary Shares and the Re-registration of the Company as a private limited company

Notice of General Meeting

The Board of China Gateway International PLC ("the Company") announces that a circular, to include Notice of General Meeting, ("the Circular") has been posted to shareholders.

The Board has concluded that it is no longer in the best interests of the Company or its Shareholders for its Ordinary Shares to continue to be admitted to trading on AIM, and the Circular sets out further information regarding the proposed de-listing and the re-registration of the Company as a private limited company, the reasons why the Directors support this course of action and seek Shareholder approval to the proposal to de-list and re-register the Company at the General Meeting convened for this purpose.

In the event that Shareholder approval is obtained, cancellation of admission of the Ordinary Shares to trading on AIM will take effect from 07.00 am on 16 April 2012.

Background to the De-Listing

In recent years, despite the slowdown in the world economy affecting the market for its "China Gateway" development at Manston, the Company has continued its efforts in concluding the S106 agreements with Thanet District Council/Kent County Council.

The Company has made significant progress to move the opportunities forward for its Dover properties as part of a Dover Master Plan, with an anticipated submission of a planning application by the end of April 2012.

Funding against the Group's property assets has come from The Israel Discount Bank and the Board are thankful for their continuing support in its application at Dover, on-going at Manston and at the operational level. General corporate expenditure has for some time now been met by Directors and the major shareholders. Whilst the Board are grateful for this funding, this cannot be considered as a sustainable basis for a publicly listed company. With world economic and market conditions remaining generally poor, a substantial placing with new investors is not considered realistic for a property business such as ours.

In the light of the above, the Board has concluded that it is no longer feasible for the Company to bear the costs of maintaining an Aim listing.

De-Listing

In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the De-Listing, which is conditional upon the consent of not less than 75 per cent. of votes cast by Shareholders in a general meeting.

Consequently, the Company is convening the General Meeting for 2.30pm on 2(nd) April 2012. If the Resolution is passed at the General Meeting then the last day of trading of the Company's Ordinary Shares will be 13(th) April 2012 and the cancellation of admission to trading on AIM will be effective from 7.00 a.m. on 16(th) April 2012.

Strategy following De-Listing

The Company intends to continue its focus on concluding the S106 legal requirements on its landholding at Manston, Kent. Following the positive outcome for CGI at the Thanet District Council planning meeting on 16th November 2011, the S106 engrossments are being prepared for all parties (Kent County Council, Thanet District Council, CGI Plc) to sign. Once completed, the Company will continue its strategy to attract investment/purchasers/tenants for the site.

The Company has made significant progress in the pre-planning application stage on its Dover sites. A comprehensive Master Plan has now been prepared which includes its ownership at Western Heights and Farthingloe. The Company will engage in Public Consultation from 27(th) March 2012 and will submit a planning application to Dover District Council on 26(th) April 2012. The plan includes residential units, a hotel and conference centre, care home facility, visitor centre, community and heritage benefits.

Re-registration as a private limited company and adoption of new articles

Subject to the approval of the De-Listing from AIM the Board recommends that the Company be re-registered as a limited company so as to reduce the cost burden associated with the more strenuous requirements of remaining a public plc. Therefore Resolutions 2 and 3 are being proposed as special resolutions to re-register the Company as a private limited company and to adopt new articles of association. The new articles of association will be made available for inspection at the registered office address of the Company from the date of the Notice of General Meeting until the conclusion of the Annual General Meeting between the hours of 9.30am and 5.30pm (excluding Saturday, Sunday and public holidays).

Transactions in the Ordinary Shares following De-Listing

Following the De-Listing, there will be no market facility for dealing in the Ordinary Shares and no price will be publicly quoted for the Ordinary Shares. As such, holdings of Ordinary Shares are unlikely to be capable of sale and will be difficult to value.

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 the registered office of the Company at One America Square, Crosswall, London EC3N 2SG.

General Meeting

The General Meeting has been convened which will be held at the offices of offices of SGH Martineau LLP, One America Square, Crosswall, London EC3N 2SG at 2.30pm on 2(nd) April 2012 and at which the Resolutions will be proposed.

Recommendation

The Directors consider the De-Listing and the Re-registration to be in the best interests of the Company and its Shareholders for the reasons explained above. Accordingly, the Directors recommend you to vote in favour of the Resolutions at the General Meeting as they intend to do (where they are able to instruct voting) in respect of a total of 19,243,805 Issued Ordinary Shares (representing approximately 64.09 per cent. of the Issued Ordinary Shares).

 
 China Gateway International 
  PLC 
  Ken Wills                      [phone] 
 Beaumont Cornish Limited 
  Roland Cornish                [phone] 
 

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