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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
MG Capital | LSE:MAP | London | Ordinary Share | GB00B02S3576 | ORD 50P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMMAP RNS Number : 0552S MG Capital PLC 12 May 2009 MG Capital plc ("MG Capital" or "the Company") Cancellation of Trading on AIM The Company will today post to shareholders a circular which contains a proposal to cancel the Company's admission to AIM and a notice to convene a general meeting ('GM') to discuss this proposal. The text of the circular is appended below. The GM is scheduled to take place at 10.00 a.m. on 5 June 2009 at the offices of MG Capital plc, 53 Monument Street, London, EC3R 8BU. If shareholders vote in favour of the resolution, cancellation of the Company's AIM admission will take effect on 15 June 2009. A copy of the circular will be available on the Company's website www.mgcapital.co.uk, and at the above address during normal weekday working hours until 12 June 2009. - Ends - For further information, please contact: +-------------------------------------------+----------------------------+ | MG Capital plc | | +-------------------------------------------+----------------------------+ | Charles Fowler | Tel: +44 (0) 20 7332 2040 | +-------------------------------------------+----------------------------+ +-------------------------------------------+----------------------------+ | Nominated Adviser: | | | Grant Thornton UK LLP | | +-------------------------------------------+----------------------------+ | Gerry Beaney/Fiona Kindness | Tel: +44 (0) 20 7383 5100 | +-------------------------------------------+----------------------------+ Text of the circular to shareholders (Capitalised terms used in this text not defined have the meanings given to them in the circular): Proposed cancellation of admission of the Company's AIM Securities; General Meeting 1. Introduction On 12 May 2009 the Company formally announced its intention to apply for the admission to trading of its Ordinary Shares on AIM to be cancelled. The Proposal is subject to Shareholders' approval being obtained and the purpose of this document is to provide Shareholders with information on the Cancellation and to seek the requisite Shareholder approval at a General Meeting of the Company, notice of which is set out at the end of this document. 2. Background to the Proposals MG Capital has been trading on AIM since 2001. The Directors had previously believed that a listing on AIM would provide acquisition opportunities and opportunities for the Company to continue to develop within the parameters of its core strategy. However, falls in the Company's share price and the current challenging market conditions affecting the investment landscape in which the Company operates have forced the Directors to reconsider the benefits of this listing. The Company also notes the recent trend of companies of similar size leaving AIM as stock market conditions have resulted in the costs associated with maintaining an AIM listing outweighing the perceived benefits. 3. Reasons for the Proposals The Company's financial performance has been significantly hindered by the difficult period in the global credit markets. As announced on 5 March 2009, the Company was expecting to receive a 5% fee as a result of the Company's role in a US$20 million capital raising for an Australian company involved in telecommunications in China. This transaction had received the relevant approvals from the client company's shareholders, however, the investor defaulted on its investment and this fee has therefore not been received by the Company. Although the capital raising process is still underway, the quantum of fees due to the Company will be dependent on the level of funding which can be raised for the client company, with this amount not yet being determined due to current market conditions. The Company has also been working on other projects that were expected to have already generated revenues but which have been since put on hold due the current state of the financial markets. The Company is still hoping to realise these revenues, but accepts that it may not happen in the near future. As a result of this, the Company has undertaken a cost cutting exercise including relocating into smaller offices, reducing staff levels and closing the Beijing office. The Directors believe that the financial burden, and management time, associated with maintaining the public quotation on AIM now outweigh the benefits to the Company. Not only would the proposed Cancellation reduce the overheads of the business, it would also reduce the costs associated with the completion of any acquisition that the Company may contemplate. In addition, I have funded the Company's recent losses, lent the Company a total of GBP476,789.50 and purchased convertible loan notes to the value of GBP185,000. In the event that Shareholders approve the Proposal, the cost savings from the Cancellation would mean that the Company would no longer be so reliant upon funding from me. 4. Effect of the Proposal on Shareholders The principal effects of the Cancellation would be: * There would no longer be a formal market mechanism enabling the Shareholders to dispose of their shares through the market and the CREST facility would be cancelled; * The Company would not be bound to announce material events, nor to announce interim results; and * The Company would no longer be required to comply with any of the corporate governance requirements for quoted companies. 5. Communications with Shareholders The Board will: * Consider how best to implement a matched bargain settlement facility provider service for Shareholders and further notification will be made if appropriate; * Continue to hold Annual General and other general meetings in accordance with the applicable statutory requirements and the Company's articles; and * Continue to send Shareholders copies of the Company's audited accounts. Even if the Proposal is approved, the Company will remain subject to the City Code on Takeovers and Mergers for at least ten years following the date of Cancellation. 6. The Board's intentions for the future The Board intends to continue with the existing strategy, and hopes that the cost cutting exercise that has been implemented will provide the Company with a platform from which it will be able to progress the transactions that are still live, and also to react quickly to any new opportunities that arise. In particular, the Company will continue to advise its client, Family Investments Limited, on the liquidation of its portfolio, pursue private equity advisory mandates in areas where it has experience, such as telecommunications and farming, and will continue to look for investors for a new specialist farming investment vehicle. If Shareholders approve the Proposal, application will be made for Cancellation with effect from 15 June 2009. 7. General Meeting You will find set out at the end of this document a notice convening the General Meeting of the Company to be held at the offices of MG Capital plc at 53 Monument Street, London, EC3R 8BU. At the GM a special resolution will be proposed to approve the proposal to cancel admission of the Company's AIM Securities. The AIM Rules require the approval of 75 per cent. of Shareholders voting at the GM in person or by proxy. 8. Action to be taken Shareholders will find enclosed with this document a Form of Proxy for use at the General Meeting. Forms of Proxy should be completed and returned in accordance with the instructions printed thereon so as to arrive with the Company's Registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU not later than 10.00 a.m. on 3 June 2009. Completion and return of a Form of Proxy will not prevent Shareholders from attending and voting at the General Meeting should they so wish. 9. Recommendation The Directors consider the Proposal described in this document to be in the best interests of the Company and its Shareholders. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as they intend to do in respect of their own holding of 2,020,697 Ordinary Shares representing 42.1 per cent of the Company's issued share capital. Yours faithfully Peter Hannen Chairman This information is provided by RNS The company news service from the London Stock Exchange END MSCILFVEELILLIA
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