Metrodome Group PLC Proposed cancellation of admission to AIM (9559F)

TIDMMRM

RNS Number : 9559F

Metrodome Group PLC

31 May 2013

Metrodome Group plc ("Metrodome" or the "Company")

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

Metrodome (AIM: MRM) announces its intention to seek shareholder approval for the cancellation of the admission of its ordinary shares ("Ordinary Shares") to trading on AIM ("Cancellation").

The Directors of Metrodome (the "Directors") have concluded, after discussions with certain of the Company's shareholders ("Shareholders") and advisors, that the Cancellation is in the best interests of the Company and its Shareholders.

To enable Shareholders to buy and sell Ordinary Shares, Metrodome plans to put in place a private trading facility in due course after Cancellation. The Cancellation is conditional upon the approval of a resolution by no less than 75 per cent. of the votes cast by Shareholders at the Annual General Meeting ("AGM") to be held at 11.am on Wednesday 25 June 2013 ("Resolution"). Subject to the Resolution being passed at the AGM, it is anticipated that trading in the Ordinary Shares on AIM will cease at close of business on 2 July 2013. The proposed date for the Cancellation taking effect is 3 July 2013.

A notice convening the AGM and an accompanying letter from the Chairman ("the Circular") will be posted to Shareholders today and will be available on the Company's website shortly. The information in this announcement has been extracted from the Circular without material adjustment.

Background and reasons for the Cancellation

Following careful consideration, the Directors have concluded that it is no longer in the best interests of the Company nor its shareholders to maintain its admission to AIM nor to remain a public limited company. In reaching the decision, the Directors considered the following factors:

-- the significant costs associated with its admission to AIM (such as the requirement for a public company board, professional fees and London Stock Exchange costs);

-- the disproportionate amount of senior management time devoted to ensuring compliance with the AIM Rules and regulatory requirements, including but not limited to, reporting, disclosure and corporate governance requirements;

-- that admission to AIM no longer serves as a useful function for the Company in terms of providing access to capital nor enabling the Company's Ordinary Shares to be used as currency to effect acquisitions, although the Directors acknowledge the benefit to shareholders of having a public market in the Ordinary Shares; and

   --     the lack of liquidity in trading of the Company's Ordinary Shares. 

As a result of the Cancellation and re-registration of the Company as a private company, the Directors believe that the Company would benefit from substantial cost savings and provide management with more time to carry out the Company's strategy.

Recommendation

The Directors consider that all the proposals to be considered at the AGM are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of all the proposed resolutions as each of the Directors intends to do in respect of their own beneficial holdings.

Expected timetable of principal events

 
 Posting of the Circular and Notice of AGM                 31 May 2013 
----------------------------------------------  ---------------------- 
 Record date                                      6.00 pm 21 June 2013 
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 Latest time and date for receipt of completed   11.00 am 21 June 2013 
  Forms of Proxy in respect of the AGM 
----------------------------------------------  ---------------------- 
 Metrodome AGM                                            25 June 2013 
----------------------------------------------  ---------------------- 
 Expected last day of dealings on AIM                      2 July 2013 
----------------------------------------------  ---------------------- 
 Cancellation becomes effective                    7.00 am 3 July 2013 
----------------------------------------------  ---------------------- 
 

Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a regulatory information service.

Enquiries:

 
 Metrodome Group plc 
 Mark Webster / Deborah Brown      Tel: [phone] 
 Charles Stanley Securities 
 Dugald J. Carlean / Karri Vuori   Tel: [phone] 
 
 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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