Notice of EGM

 

TIDMMAT 
 
RNS Number : 2276H 
Matica Plc 
16 February 2010 
 

 
                                                                16 February 2010 
                                   Matica plc 
                          ("Matica" or the "Company") 
 
 
            NOTICE OF SHAREHOLDERS' MEETING AND POSTING OF CIRCULAR 
 
Further to the announcement on 3 February 2010, the Board of Matica has today 
posted a circular ("Circular") to shareholders convening a General Meeting of 
the Company to be held at the offices of Pinsent Masons LLP, CityPoint, One 
Ropemaker Street, London EC2Y 9AH at 10.00 am (UK time) on 12 March 2010. At 
this meeting, shareholders will be asked to consider the resolutions necessary 
for the cancellation of the admission of the Company's Ordinary Shares trading 
on AIM ("Cancellation").  To be passed, the resolution relating to the 
Cancellation requires 75 per cent. approval of votes cast at the General 
Meeting. 
 
If shareholders approve the Cancellation at the Shareholders' Meeting, it is 
anticipated that trading in the ordinary shares of Matica on AIM will cease at 
the close of business on 22 March 2010. The proposed date for the Cancellation 
taking effect is 23 March 2010. 
 
The directors of the Company have been advised by Mr Camilleri, the Company's 
Chief Executive Officer and largest shareholder, that he believes that without 
the implementation of cost cutting measures, principally the cancellation of the 
admission to AIM, the Company's financial position will be adversely impacted 
and the Company's growth constrained. 
 
Mr Camilleri holds 5,562,000 shares or 18.43 per cent. of the Company directly. 
In addition to his personal shareholding, Mr Camilleri wholly owns and controls 
S.C.L. Holdings SA, owns a majority holding in Manplus Holding PTE Ltd and 
controls Ramada Holdings Pte Ltd and Barnfield-SGPC LDA.  The total amount of 
shares in the Company which Mr Camilleri is deemed to control is, therefore, 
19,688,277 or 65.24 per cent. of the total issued share capital.  Mr Camilleri 
has indicated to the Board that he, together with S.C.L. Holdings SA, Manplus 
Holding PTE Ltd, Ramada Holdings Pte Ltd and Barnfield-SGPC LDA will vote in 
favour of the Resolution. 
 
The Independent Director Chrisopher Honeyborne, Gary R Holland and Lukas Metzler 
recognise the arguments put forward by Mr Camilleri and believe that the 
position of Shareholders in respect of the proposed Resolution will depend upon 
their individual circumstances.  Consequently no particular recommendation is 
being made in respect of the proposed Resolution.  Christopher Honeyborne, Gary 
Holland and Lukas Metzler are not Shareholders. 
 
A summary of the Circular sent to shareholders is copied below, and the Circular 
is available in full on the Company's website: www.maticasystem.com. All 
definitions used below have the meaning as in the Circular and the below 
extracts should be read in conjunction with the Circular. 
 
 Enquiries: 
 
+--------------------+--------------------+--------------------+ 
| Matica plc         | Lukas Metzler,     |    [phone] | 
|                    | Non-executive      |                    | 
|                    | Director           |                    | 
+--------------------+--------------------+--------------------+ 
|                    |                    |                    | 
+--------------------+--------------------+--------------------+ 
| Westhouse          | Tim Metcalfe       |     [phone] | 
| Securities         |                    |               6100 | 
+--------------------+--------------------+--------------------+ 
|                    | Petre Norton       |                    | 
+--------------------+--------------------+--------------------+ 
 
                            LETTER FROM THE CHAIRMAN 
 
              PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM 
 
 
1. Introduction 
 
On 2 February 2010 (as was disclosed in the announcement made on 3 February 
2010) the Directors received from Sandro Camilleri, the Company's Chief 
Executive Officer and largest shareholder, notice pursuant to section 303 of the 
Act requesting that the Directors convene a general meeting to approve a 
resolution to cancel the admission of the Company's Ordinary Shares to trading 
on AIM in accordance with Rule 41 of the AIM Rules. 
 
Since the announcement made on 3 February, the other Directors have had the 
opportunity to discuss with Mr Camilleri the background to, and reasons for, the 
requisition. The purpose of this document is to explain the background to the 
proposed Cancellation. 
 
For the purposes of the Resolution Christopher Honeyborne is considered to be an 
independent director. Sandro Camilleri is not considered to be independent by 
virtue of his requisitioning the EGM. Lukas Metzler is not considered to be 
independent as it is intended that he will remain as a director should 
Cancellation become effective. Gary R Holland is not considered to be 
independent for the purposes of the Resolution as he has been invited to fulfil 
a consultancy role for the Company if the Resolution is passed. 
 
2. Background to the cancellation 
 
The Directors have been advised by Mr Camilleri that he believes that without 
the implementation of cost cutting measures, principally the cancellation of the 
admission to AIM, the Company's financial position will be adversely impacted 
and the Company's growth constrained. 
 
It is a requirement of section 303 of the Act that in order for a shareholder to 
require the directors of a company to convene a general meeting, such 
shareholder must hold 5 per cent. of such paid-up capital of the company as 
carries the right of voting at general meetings. 
 
Mr Camilleri holds 5,562,000 shares or 18.43 per cent. of the Company directly. 
In addition to his personal shareholding, Mr Camilleri wholly owns and controls 
S.C.L. Holdings SA, owns a majority holding in Manplus Holding PTE Ltd and 
controls Ramada Holdings Pte Ltd and Barnfield-SGPC LDA. The total amount of 
shares in the Company which Mr Camilleri is deemed to control is, therefore, 
19,688,277 or 65.24 per cent. of the total issued share capital. 
 
Mr Camilleri has indicated to the Board that he, together with S.C.L. Holdings 
SA, Manplus Holding PTE Ltd, Ramada Holdings Pte Ltd and Barnfield-SGPC LDA will 
vote in favour of the Resolution. 
 
The Resolution requires 75 per cent. approval of votes cast at the Extraordinary 
General Meeting. The Independent Director has sought and obtained from Mr 
Camilleri his rationale for the Cancellation which is summarised below. 
Shareholders may wish to take into account Mr Camilleri's reasons for proposing 
the Resolution when determining whether or not to vote in favour of the 
Resolution. 
 
In requisitioning the EGM, Mr Camilleri considered that the ongoing expense of 
maintaining the Admission is no longer desirable or sustainable in the light of 
the Company's current size and financial position. Despite the best efforts of 
the Directors, it has been extremely difficult to grow revenues sufficiently to 
meet the costs of running the Company. Mr Camilleri believes that the 7 for 2 
rights issue and associated placing, undertaken by the Company in late 2009, was 
only partially successful and the full targeted fund raising was not achieved. 
 
Mr Camilleri believes that given that the Company has limited cash resources, 
cancelling the Admission would help the Company to conserve these resources. In 
reaching this conclusion, Mr Camilleri has considered the following factors: 
·      the necessity to increase the Company's costs savings; 
·      the significant professional fees associated with the Admission (such as 
legal, accounting, broking and nominated advisory costs and the fees of the 
London Stock Exchange); 
·      the costs of financial reporting obligations on a six-monthly basis; 
·      the limited trading volume in the Ordinary Shares; 
·      the key benefit of Admission was to provide the Company with access to 
capital and to enable the Company to use the Ordinary Shares as consideration in 
transactions; however, the recent rights issue and associated placing 
demonstrated the Company's difficulty in raising significant funds from parties 
other than those controlled by Mr Camilleri; and 
·      the disproportionate length of time spent by senior management to ensure 
compliance with the AIM Rules and other related regulatory requirements 
(including corporate governance, reporting and disclosure obligations). 
 
3. Strategy following the Cancellation 
 
If the Resolution is passed, the Company will carry out a full review of 
existing customer and supplier arrangements, looking at all contractual 
commitments and application to future plans and will also consider appropriate 
changes to the strategy and structure of the Company. 
 
If the Resolution is passed, the Company will keep Shareholders informed of the 
Company's financial and trading performance through periodic updates on the 
company's website: www.maticasystem.com. 
 
4. Cancellation 
 
In view of the level of Mr Camilleri's stake in the Company's issued share 
capital, the Independent Director considers that it is likely that the 
Resolution will be approved at the EGM. In this context and pursuant to Rule 41 
of the AIM Rules, the Directors have notified the London Stock Exchange of the 
date of the proposed Cancellation. The Cancellation is conditional upon the 
approval of not less than 75 per cent. of the votes cast by Shareholders 
(whether present in person or by proxy) at the Extraordinary General Meeting. 
Accordingly, the Resolution numbered 1 set out in the Notice of Extraordinary 
General Meeting seeks Shareholders' approval to the Cancellation. 
 
Subject to the Resolution having been passed at the Extraordinary General 
Meeting, it is anticipated that trading in the Ordinary Shares on AIM will cease 
at close of business on 22 March 2010. The proposed date for the Cancellation 
taking effect is 23 March 2010. 
 
5. Consequences of the Cancellation 
 
If the Cancellation becomes effective, Westhouse will cease to be nominated 
adviser and broker to the Company and the Company will no longer be required to 
comply with the AIM Rules. 
 
Shareholders should be aware that, save as set out below, should the 
Cancellation become effective 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, liquidity in and marketability of the Ordinary Shares would be 
very limited and holdings of Ordinary Shares would be difficult to value and to 
trade. 
 
The Directors are aware that some Shareholders may still wish to acquire or 
dispose of Ordinary Shares, but that Cancellation would make it more difficult 
for them to do so. The Directors are looking to establish an alternative trading 
facility to enable shareholders to deal in Ordinary Shares if the Company's 
admission to AIM is cancelled. The Company will apply for admission of its 
shares to the matched bargain facility operated by J P Jenkins, a trading 
division of Rivington Street Corporate Finance Limited. It is the Directors' 
intention that this matched bargain facility will be maintained for a minimum 
period of twelve months should Cancellation become effective. Further details of 
this will be made available via the Company's website and directly by letter or 
e-mail to Shareholders, where appropriate. 
 
There is no obligation on Mr Camilleri or the Company to make an offer to 
Shareholders to purchase their Ordinary Shares. 
 
If Cancellation becomes effective, Gary R Holland and Christopher Honeyborne 
will resign as directors and the directors of the Company will be Sandro 
Camilleri and Lukas Metzler. Mr Camilleri has invited Gary R Holland to continue 
to work for the Company as a consultant on terms to be agreed. 
 
If the Cancellation becomes effective, the Company's place of central management 
and control will remain in Switzerland and Italy. It is not currently the 
intention of Sandro Camilleri to change the domicile of the Company from the UK 
for a period of at least 12 months following Cancellation, although should 
Cancellation become effective the directors will be reviewing the structure of 
the Company to ensure that it is appropriate and in the best interests of the 
Company with reference to its shareholders. Any proposed change of the Company's 
domicile will be made subject to Shareholder approval. 
 
Extraordinary General Meeting 
 
An Extraordinary General Meeting of the Company will be held at 10.00 a.m. (UK 
time) on 12 March 2010 at the offices of Pinsent Masons LLP, CityPoint, One 
Ropemaker Street, London EC2Y 9AH. At this meeting, the Resolution will be 
proposed as follows: 
 
"That the admission of ordinary shares of the Company to trading on the AIM 
market of the London Stock Exchange plc be and is hereby cancelled." 
 
The Resolution will be proposed as a special resolution and consequently, to be 
effective, the Resolution requires the approval of not less than 75 per cent. of 
the votes cast by Shareholders (whether present in person or by proxy) at the 
Extraordinary General Meeting. 
 
If the Resolution is passed at the Extraordinary General Meeting, it is 
anticipated that the Cancellation will become effective from 23 March. 
 
Action to be taken 
 
Shareholders listed on the Company's register on 6.00 p.m. (UK time) on 10 March 
2010 shall be entitled to participate at the Extraordinary General Meeting and 
vote there in person or by proxy. 
 
Enclosed with the Notice of Extraordinary General Meeting sent to Shareholders 
is a Form of Proxy. Whether or not Shareholders propose to attend the 
Extraordinary General Meeting personally, they are urged to complete and return 
the Form of Proxy in accordance with the instructions printed thereon as soon as 
possible. To be valid, completed Forms of Proxy must be received by the 
Company's registrars, Capita Registrars PXS, The Registry, 34 Beckenham Road, 
Beckenham, Kent BR3 4TU no later than 10.00 a.m. on 10 March 2010. Completion of 
a Form of Proxy will not preclude Shareholders from attending and voting at the 
Extraordinary General Meeting in person should they wish to do so. 
 
Recommendation 
 
The Independent Director, Gary R Holland and Lukas Metzler recognise the 
arguments put forward by Mr Camilleri and believe that the position of 
Shareholders in respect of the proposed Resolution will depend upon their 
individual circumstances. Consequently no particular recommendation is being 
made in respect of the proposed Resolution. Christopher Honeyborne, Gary Holland 
and Lukas Metzler are not Shareholders. 
 
Mr Camilleri holds 5,562,000 shares or 18.43 per cent. of the Company directly. 
In addition to his personal shareholding, Mr Camilleri wholly owns and controls 
S.C.L. Holdings SA, owns a majority holding in Manplus Holding PTE Ltd and 
controls Ramada Holdings Pte Ltd and Barnfield-SGPC LDA. The total amount of 
shares in the Company which Mr Camilleri is deemed to control is, therefore, 
19,688,277 or 65.24 per cent. of the total issued share capital. 
 
Mr Camilleri has indicated that he, together with S.C.L. Holdings SA, Manplus 
Holding PTE Ltd, Ramada Holdings Pte Ltd and Barnfield-SGPC LDA will vote in 
favour of the Resolution. 
 
 
 
Yours faithfully 
 
Gary R Holland 
Executive Chairman 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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