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| Share Name | Share Symbol | Market | Stock Type |
|---|---|---|---|
| Nba Quantum | NAQ | London | Ordinary Share |
| Price Change | Price Change % | Share Price | Last Trade
|
|
|---|---|---|---|---|
| 0.00 | 0.00% | 8,750.00 | 01:00:00 |
| Open Price | Low Price | High Price | Close Price | Previous Close |
|---|---|---|---|---|
| 8,750.00 | 8,750.00 |
| Top Posts |
|---|
Posted at 06/5/2009 17:08 by tomboyb TIDMNAQ RNS Number : 8090R NBA Quantum PLC 06 May 2009 ? NBA Quantum plc ("NBA Quantum" or "the Company") Proposed Cancellation of trading on AIM and Notice of General Meeting As announced in the Company's interim results released on 30 March 2009 the Board confirms it is seeking a delisting from AIM of the Company's Ordinary Shares together with certain related proposals. A General Meeting is being convened to be held on 28 May 2009 at 11.00 a.m. at 3000 Cathedral Hill, Guildford, Surrey GU2 7UB at which a resolution to seek, inter alia, Shareholder approval for the cancellation will be proposed. A circular convening the General Meeting will today be posted to Shareholders and will shortly be available for download at the Company's website: www.nbagroup.com The expected timetable of principal events is as follows: +------------------- | | 2009 | +------------------- | | | +------------------- | Despatch of the circular | Wednesday 6 May | +------------------- | | | +------------------- | Last time and date for receipt of Forms | 11.00 a.m. on Tuesday 26 May | | of Proxy | | +------------------- | | | +------------------- | General Meeting | 11.00 a.m. on Thursday 28 May | +------------------- | | | +------------------- | Record date | Close of business on Thursday | | | 28 May | +------------------- | | | +------------------- | Expected date for CREST accounts to be | Friday 29 May | | credited | | +------------------- | | | +------------------- | Last day for dealings of Ordinary | Thursday 4 June | | Shares on AIM | | +------------------- | | | +------------------- | Expected date of cancellation of | with effect from 7.00 a.m. on | | Ordinary Shares from trading on AIM | Friday 5 June | +------------------- | | | +------------------- | Expected date by which definitive new | Friday 5 June | | share certificates are to be despatched | | +------------------- | | | +------------------- | Expected date by which cheques for | Friday 5 June | | Fractional Entitlements (where | | | applicable) are to be despatched | | +------------------- | | | +------------------- | Expected date on which CREST accounts | Monday 8 June | | are to be cancelled | | +------------------- The full text of the Chairman's letter contained within the circular is set out below. Definitions in this announcement shall bear the same meaning as those in the circular to Shareholders. Dear Shareholder, Proposed Cancellation, Capital Reorganisation, Re-registration and Capital Reduction Introduction The Group's interim results announced on 30 March 2009 included certain details concerning the Board's intention to seek a delisting from AIM of the Ordinary Shares and related proposals. The Board believes that it would be in the interests of the Company and its Shareholders as a whole to cancel from the admission to trading on AIM the Ordinary Shares ("the Cancellation"), effect a share consolidation of the share capital of the Company ("the Capital Reorganisation"), re-register as a private company ("the Re-registration") and effect a share capital reduction ("Capital Reduction"), together "the Transaction". The reasons for and details of the proposed Transaction are set out below. I am therefore writing to you today to seek the necessary approval to allow the proposed Transaction to proceed. Notice of a General Meeting of the Company (at which the Resolutions to give effect to the Transaction will be put to the Shareholders) is set out on pages 15 and 16 of this document. Background to and reasons for the proposed Transaction 1. Reasons for proposed Cancellation Following careful consideration the Board has concluded that it is no longer in the best interests of the Company or its Shareholders to maintain the Company's trading facility on AIM and consider that the costs of remaining quoted on AIM far outweigh the benefits. As with many other smaller AIM quoted companies, the Group's Shareholder register is tightly held. Over 80 per cent. of the Shareholders by number listed on the Group's register own less than 0.6% of NBA Quantum's issued share capital. The Group suffers from a lack of liquidity in its shares. In the twelve months to 29 March 2009 (being the latest date before the Company announced its intention to delist) there were 226 trading days when no Ordinary Shares were traded on the London Stock Exchange (87 per cent of trading days) and 244 trading days when less than 5,000 Ordinary Shares were traded (94 per cent of trading days in that period). The average daily volume over the twelve months to 29 March 2009 is less than 4,000 shares, equating to 0.04 per cent of the Group's current issued share capital. As it is unlikely that the Group will be issuing new shares as part of a fundraising or as consideration for an acquisition, the lack of liquidity in its shares and low trading volumes are likely to continue. The Group's quotation on AIM involves considerable direct costs which the Directors estimate amount to approximately GBP60,000 per annum and deem are not appropriate for a Company of the size of NBA Quantum. Additionally, the Directors consider that the Company's listing on AIM results in a disproportionate amount of senior management time being spent in meeting the AIM Rules and related requirements, including reporting, disclosure and corporate governance requirements. The Directors believe that the interest of the Company and the Shareholders would best be served by removing these costs and allowing the Company's business to develop outside the constraints to which it is currently subject. The Company is aware that there is limited institutional investor appetite for a Company of the size of NBA Quantum. The Directors do not therefore consider that the Company will be able to attract and maintain an institutional investor base, especially in light of the current economic environment. In light of the factors detailed above, the Directors have concluded that the Cancellation be in the interests of the Company and its Shareholders as a whole. Rule 41 of the AIM Rules for Companies requires an AIM company which wishes the London Stock Exchange to cancel admission of its shares to trading on AIM to notify such intended cancellation and separately inform the London Stock Exchange of its preferred cancellation date at least 20 business days prior to such date. The Cancellation is conditional upon the consent of not less than 75 per cent of votes cast by Shareholders given at the General Meeting. The Company has notified the London Stock Exchange of its preferred cancellation date and if the relevant resolution is approved at the General Meeting it is anticipated that Cancellation will occur with effect from 7.00 a.m. on Friday 5 June 2009. 2. Effect of the Cancellation on Shareholders The principal effects of the Cancellation would be that: (a) there would no longer be a formal market mechanism enabling Shareholders to trade their shares on AIM or any other market or tracking exchange; (b) the Company would not be bound to announce material events, administrative charges or material transactions nor to announce interim or final results; (c) the Company would no longer be required to comply with any of the additional specific corporate governance requirements for companies admitted to trading on AIM; and (d) the Company will no longer be subject to the AIM Rules and Shareholders will no longer be required to vote on certain matters as provided in the AIM Rules. The Board will, however, continue to: (a) continue to hold general meetings in accordance with the applicable statutory requirements and the Company's articles of association; and (b) continue to send Shareholders copies of the Company's audited accounts in accordance with the applicable statutory requirements. Shareholders should note that following the Cancellation the Company will remain subject to the provisions of The Takeover Code on the basis set out in those provisions. 3. Following the Cancellation The Directors are aware that Shareholders may still wish to acquire or dispose of Shares. The Directors are considering making available a matched bargain settlement. Under this facility Shareholders or persons acquiring Shares will be able to leave an indication with the matched bargain settlement facility provider that they are prepared to buy or sell at an agreed price. In the event that the matched bargain settlement facility provider is able to match that order with an opposite sell or buy instruction, the matched bargain settlement facility provider will contact both parties and then effect the order. The contact details of any matched bargain settlement facility provider, if arranged, will be made available to Shareholders on the Company's website at www.nbagroup.com. 4. Reasons for proposed Capital Reorganisation, Re-registration and Capital Reduction The Company's authorised share capital currently is GBP10,000,000 comprising of 100,000,000 Ordinary Shares of 10p of which 7,329,372 Existing Ordinary Shares are in issue. The Company has approximately 180 Shareholders. Some 130 of these Shareholders hold approximately 6,000 of the Existing Ordinary Shares and represent less than 1% of the current issued share capital of the Company. The Directors consider that a more appropriate capital structure is therefore now required. The Capital Reorganisation will also offer an exit route for some of the minority Shareholders. Further, the proposed Capital Reorganisation and Re-registration will reduce the administrative burden of the Company and the Re-registration will make the Company easier to manage under the lighter regulatory regime for private companies introduced by the Act. The Directors are, therefore, proposing to effect the Capital Reorganisation and Re-registration, details of which are set out below. Summary of the Proposals The Board will be putting resolutions to effect the proposals as detailed below before the Shareholders at the General Meeting, to be held on Thursday 28 May 2009. The Resolutions provide for:- i) the authority to allot 628 Existing Ordinary Shares free of statutory pre-emption provisions; ii) the consolidation of the Company's Existing Ordinary Shares into New Ordinary Shares; iii) consequential amendments to the Memorandum of Association and Articles of Association and approval of the Transfer Placing Agreement; iv) cancellation of the Shares from admission to trading on AIM; v) re-registration as a private limited company; vi) authorisation of actual or potential conflicts; and vii) the approval of the use by the Company of electronic communications as permitted by the Act. The Resolutions are set out in full in the Notice of General Meeting. The Shareholders should note that, if the Re-registration Resolution becomes effective, they will continue to receive the protections afforded by the City Code on Takeovers and Mergers for so long as the Company falls within section 3(a)(ii) A-D of the City Code on Takeovers and Mergers. The City Code will continue to apply to the Company for a period of 10 years commencing from the day on which the admission of its shares on AIM is cancelled. Details of Proposed Capital Reorganisation The Directors are proposing to consolidate the Existing Ordinary Shares on the basis of 1 New Ordinary Share for every 1,000 Existing Ordinary Shares held, creating New Ordinary Shares of GBP100 each. To effect the consolidation, it will be necessary to issue and allot 628 additional Ordinary Shares so that the Company's issued share capital is exactly divisible by 1,000. Conditional upon and subject to the passing of the Resolutions specified above, the Company will issue the 628 Ordinary Shares for cash at an issue price of 10p per Existing Ordinary Share to Peter Elliott-Hughes (who will receive 297 Ordinary Shares), Robert Jervis (who will receive 275 Ordinary Shares) and Alan Rumford (who will receive 56 Ordinary Shares), being the 3 members of the concert party ("Concert Party"). The issue price of 10p per Existing share is 2.87p higher than the last traded price of 7.13p on 13 January 2009. Accordingly, immediately prior to the consolidation the Company's issued ordinary share capital will comprise 7,330,000 Ordinary Shares. The Directors estimate that the number of Shareholders following the Capital Reorganisation becoming effective would reduce by approximately 72 per cent to approximately 56 Shareholders. Other than the change in the nominal value, the New Ordinary Shares arising on completion of the Capital Reorganisation will have the same rights as the Existing Ordinary Shares including, without limitation, the same voting, dividend and other rights. The consolidation of the Company's shares would be effected by Resolution 3 on the Notice of the General Meeting. Resolution 3 is conditional on Resolutions 1 and 2 also being passed as they are necessary to ensure that the Company's issued share capital is exactly divisible by 1000. Resolution 4 is part of the Directors' proposal for dealing with the fractional entitlements arising from the consolidation. A consequence of the terms of the Capital Reorganisation is that holders of fewer than 1,000 Existing Ordinary Shares will not be entitled to receive a New Ordinary Share and holders of more than 1,000 Existing Ordinary Shares will only be entitled to one New Ordinary Share for every 1,000 Existing Ordinary Shares they hold at the Record Date. They will not be entitled to receive New Ordinary Shares in respect of their Fractional Entitlements. Further information about the treatment of Fractional Entitlements is set out below. |
Posted at 09/5/2007 13:25 by rainmaker Back down to 30/33p after the buying following Investors Chronicle article but noticeably no follow through!-are the MM going to test the downside and what will shareholders reaction be?Have to declare that I'm interested in buying NAQ but somewhere around low 20s. I think I have a chance of buying at that levelregards |
Posted at 02/3/2004 14:42 by dell314 Nissi - My comments were meant to demonstrate that Jaber man is an imbecile and were referring to his moronic posts on other threads, rather than being specific to NAQ.I was trying to see if he could say anything sensible about this(or any) stock, rather than just writing nonsense. Apologies for any confusion. Rgds dell |
Posted at 02/3/2004 13:07 by the jaberman Simple Simeonthis one is for the NAQ-ers yard lol |
Posted at 02/3/2004 13:01 by simeon7 Even the guru's are looking at this one....Simeon7 - 2 Mar'04 - 12:58 - 61 of 63 edit RL - what do you think of NAQ? Responsible Lad - 2 Mar'04 - 13:00 - 62 of 63 looks very interesting and well worth a punt to. |
Posted at 02/3/2004 12:16 by sue helen Simeon7 - 2 Mar'04 - 12:08 - 17 of 19This will be the next big thing...it has all the hallmarks of going ballistic. Simeon7 - 2 Mar'04 - 12:13 - 95 of 95 NAQ - the next best thing! simeon another pump and dump? or are you going to do some research? regards Sue |
Posted at 29/2/2004 22:20 by wole Looks like a nice little find.The only negatives I can see is the illiquidity (albeit the spread ain't particularly bad), and it's exposure to the dollar. The recent weakness will definitely affect earnings. I think the interims are out in March. There is very good director shareholding which is always a good sign. The chairman seemed to remind all that investment should be long-term geared which suggests to me his confidence in the company. Also the fact he intends to review the company's dividend policy with the next interims is encouraging even though nothing is guaranteed. I noticed that in Jan only 3968 shares were traded in 2 transactions. This is definitely not one for day traders or for immediate gainers, but that said I as well think it has the potential for violent moves. I'll be watching closely. Good luck. |
Posted at 11/10/2003 16:01 by simonevans Results and dividend cut slightly disappointing, but looks better for the current year. The dividend freeze implies to me that they might need this cash for an acquisition. I will hold onto these. |
Posted at 12/9/2003 21:00 by rossco simonevansNBA has remained profitable and cashflow has been positive. It has maintained its dividend at 3.5p for three years which gives a nice 6% if buying at 60p. There is little free stock with the directors holding 72% and others having 17%. The share price has been 100p in the past. The interims highlight potential growth areas for the company e.g. Asis, BLP. However the event which creates the most interest to me is the appointment in May of David Ridley and the fact that the chairman of NBA has given him the option to buy 15 % of the company from himself. While the finals due in December may not bring great results I do think this small plc share price has potential over the next one or two years. Unfortunately the company website is still under development so there is no news from that avenue. Overall very interesting. A buy is certainly under consideration. As a matter of interest I use advfn.com and subten.com for research. |
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