Metro Baltic Horizons PLC Proposed Cancellation of Trading on AIM (2718M)

TIDMMET

RNS Number : 2718M

Metro Baltic Horizons PLC

14 July 2014

Metro Baltic Horizons PLC (" Metro" or the " Company")

Proposed cancellation of admission to trading on AIM of the Ordinary Shares

The Board of Metro ( AIM : MET.L ) announces that the Company will be seeking Shareholder approval for cancellation of admission of its Ordinary Shares to trading on AIM. A circular will be posted shortly to Shareholders convening an extraordinary general meeting of the Company to seek such approval.

The De-Listing is conditional upon the approval by not less than 75 per cent of the votes cast, whether in person or by proxy, by Shareholders at the proposed Extraordinary General Meeting.

Reasons for the proposed De-listing

As disclosed in Metro's recent annual accounts, following the disposal of the Company's last property in April 2013, the Company's focus has been on maximising shareholder returns through litigation against the Company's former investment manager, advisers and related parties. The Company has already reached settlements with the members of its previous Board and with its previous auditors resulting in the Company receiving EUR3.6m (GBP2.5m and GBP425k respectively) during 2014. A trial in the proceedings against the remaining defendants is likely in 2015.

There are significant costs associated with maintaining a quotation on AIM, including fees payable to the London Stock Exchange, nominated adviser fees, shareholder communication time and costs, as well as other professional fees. The De-Listing will, accordingly, reduce the recurring administrative costs while still allowing the Company to pursue the continuing litigation.

Furthermore, as previously announced, trading in the Company's shares on the AIM market of London Stock Exchange plc is due to be suspended from 7.30 a.m. on 15 July 2014 in accordance with Rule 15 of the AIM Rules. Trading in the Company's shares will only be restored if the Company makes an acquisition or acquisitions which constitute a reverse takeover under Rule 14 of the AIM Rules, or otherwise adopts and implements a revised investing policy, adoption of which would require the approval of Shareholders. If the suspension remains in force for a period of six months, trading in the Company's Shares will be cancelled in accordance with Rule 41 of the AIM Rules. As matters stand the Directors do not see any merit in adopting a revised investing policy or making any further acquisitions and therefore trading in the Company's shares is likely to cease on or around 15 January 2015 or earlier if Shareholders vote in favour of the De-Listing.

The Board has therefore concluded that the costs of maintaining a listing is unlikely to outweigh the potential benefits and that, in their view, it is therefore no longer in the Company's or its Shareholders' best interests to remain listed.

Effect of De-Listing

The principal effect of the proposed De-Listing is that there would no longer be a formal market mechanism enabling Shareholders to trade their Shares on AIM or any other recognised market or trading exchange. The underlying liquidity in the Shares is low and, in the opinion of the Directors, is likely to remain that way for the foreseeable future. To address the need for liquidity the Directors will consider methods for distribution of capital to be outlined in the circular and furthermore a proposal for the provision of a matched bargain facility both described below..

Shareholders should also be aware that the Company will no longer be bound by the AIM Rules. Therefore, as the Company's place of central management and control is outside of the United Kingdom, the Channel Islands and the Isle of Man, the Company will no longer be subject to the provisions of the Takeover Code. As a consequence, certain previously prescribed corporate governance procedures may not be adhered to in the future and the Company will no longer be required to announce material events or transactions. However, following the De-Listing, the Directors:

1. will hold an Annual General Meeting and, when required, other extraordinary general meetings, in accordance with the applicable statutory requirements and the New Articles of the Company;

2. will make available to all Shareholders an annual report and the Company's annual financial statements; and

3. intend to maintain an "investors" section on the Company's website at www.metrobaltichorizons.com providing information on any significant events or developments in which Shareholders may be interested.

Trading in the Ordinary Shares after the De-Listing

The Company will make available to Shareholders an off-market trading facility for the Ordinary Shares based on matching bargains, where buyers' and sellers' price expectations match.

Proposed Return to Shareholders

Following the De-Listing , the Directors propose to make a distribution between Shareholders .As matters stand it is intended that Shareholders will be able to elect to receive the proposed distribution as a capital or income return depending on their particular circumstances . The Directors intend to retain sufficient of the Company's current cash to conclude the Company's current litigation.

Recommendation

The Directors will recommend that the Resolutions to be proposed at the Extraordinary General Meeting are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors will recommend Shareholders to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting.

A further announcement will be made in due course.

Definitions

   --     "AIM" : AIM, a market operated by the London Stock Exchange 
   --     "AIM Rules": the AIM Rules for Companies published by the London Stock Exchange 
   --     "Company" or "Metro": Metro Baltic Horizons Plc; 

-- "De-Listing": the proposed cancellation of admission to trading on AIM of the Ordinary Shares

-- "Extraordinary General Meeting": the extraordinary general meeting of the Company to be convened shortly ;

   --     "Ordinary Shares or Shares": ordinary shares of EUR0.01 each in the capital of the Company; 
   --     "Resolutions": the special resolutions to be proposed at the Extraordinary General Meeting ; 
   --     "Shareholders": holders of Ordinary Shares; 
   --     "Takeover Code": the City Code on Takeovers and Mergers. 

Enquires

Metro Baltic Horizons PLC

Ronan Reid Tel [phone]

SP Angel Corporate Finance LLP

Stuart Gledhill Tel [phone]

This information is provided by RNS

The company news service from the London Stock Exchange

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