Cancellation of admission of ord shares

 

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RNS Number : 9708M 
Newport Networks Group PLC 
09 February 2009 
 

9 February 2009 
NEWPORT NETWORKS GROUP PLC 
 
 
Proposed cancellation of admission of Ordinary Shares to trading on AIM and 
Notice of General Meeting 
The Board of Newport Networks Group PLC ("Newport" or the "Company") has today 
posted a circular to its  shareholders ("Shareholders") convening a general 
meeting ("GM") of the Company to be held at the offices of Speechly Bircham LLP 
at 6 New Street Square, London EC4A 3LX at 2.00pm on Tuesday 10 March 2009. At 
this meeting, Shareholders will be asked to approve the resolution necessary for 
the Company to cancel the admission of its AIM securities ("the Cancellation"). 
If Shareholders approve the Cancellation at the GM, the expected date for the 
proposed Cancellation is 7.00 a.m. on Wednesday 18 March 2009. The Company has 
also today notified the London Stock Exchange plc of the intended Cancellation. 
The full text of the letter sent to Shareholders from the Company's Chairman, 
Sir Terence Matthews, is reproduced below. 
A copy of the circular to Shareholders will be available to view on the 
Company's website: 
www.newport-networks.com 
For further information 
Newport Networks Group PLC      Tel : [phone] 
John Ackroyd, Chief Executive 
Evolution Securities    Tel : [phone] 
Robert Collins/Tim Redfern/Neil Elliot 
 
 
 
 
 
 
 
 
 
LETTER FROM THE CHAIRMAN OF NEWPORT 
"Dear Shareholder, 
 
 
Proposed cancellation of admission of Ordinary Shares to trading on AIM 
and 
Notice of General Meeting 
 
 
1.     Introduction 
Earlier today, the Company announced that it intends to seek shareholder 
approval to cancel the admission of its Ordinary Shares to trading on AIM. 
The purpose of this letter is to inform you that the Directors have concluded 
that it is no longer in the best interests of the Company or its Shareholders to 
maintain the admission to AIM of the Ordinary Shares. 
Accordingly, a Shareholders' meeting of the Company is to be held at 2.00pm on 
10 March 2009 at the offices of Speechly Bircham LLP at 6 New Street Square, 
London EC4A 3LX. At this meeting, Shareholders will be asked to approve the 
resolution necessary for the Company to cancel the admission of its AIM 
securities. 
2.     Background to the De-Listing 
The Ordinary Shares were admitted to trading on AIM in 2004 and since that time 
the Company has developed Session Border Controller and Border Gateway products 
for use in the Next Generation Networks of major telecommunications operators. 
Unfortunately delays in the deployment of Next Generation Networks have left 
Newport with little or no revenue throughout the period. 
When the interim results for the six months to 30 June 2008 were announced on 30 
September 2008, it was stated that detailed discussions had taken place with 
many potential interested parties to seek an offer for the entire issued share 
capital of the Company and its technology. Whilst discussions were continuing 
with interested parties, the Directors stated that they were not optimistic that 
these discussions would reach a successful conclusion. 
Negotiations have now been concluded with all but one interested party and the 
Directors consider it is very unlikely that an offer will be received for the 
Company or its technology from this interested party. 
The results for the nine months to 30 September 2008 are likely to show revenue 
of less than GBP100,000 and net liabilities of GBP2.5m. The Company continues to 
be dependant upon my support. 
The Group has significantly reduced its cost base and presently has only two 
employees. The Directors consider that in its current position the cost of being 
an AIM listed company cannot be justified. They consider that this cost is in 
the region of GBP100,000 per annum. Given the requirement to conserve cash, the 
low market capitalisation of the Company and the low liquidity of the Ordinary 
Shares, the Directors consider that it would be in the best interests of the 
Company and its Shareholders to seek a delisting of its Ordinary Shares on AIM. 
3.     The De-Listing 
In accordance with Rule 41 of the AIM Rules, the Company has today notified the 
London Stock Exchange of its intention to seek the De-Listing, which is 
conditional upon the consent of not less than 75 per cent. of votes cast by 
Shareholders in a general meeting. 
Consequently, the Company is convening the General Meeting for 2.00pm on Tuesday 
10 March 2009. If the Resolution is passed at the General Meeting then the last 
day of trading of the Company's Ordinary Shares is expected to be 17 March 2009 
and with cancellation of admission to trading on AIM being effective from 7.00 
a.m. on 18 March 2009. The Notice of the General Meeting is set out on page 7 of 
this document. 
Shareholders should note that following the De-Listing the Company will remain 
subject to the City Code. 
4.     Strategy following the De-Listing 
Following the De-Listing, the Directors intend to continue to seek alternative 
options for the Company, but Shareholders should be aware that if the Company is 
unable to find a suitable alternative, then the Board will be obliged to 
consider whether the Company is in a position to continue trading. 
5.     Transactions in the Ordinary Shares following De-Listing 
Following the De-Listing, 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, holdings of Ordinary Shares are unlikely to be capable of sale and will be 
difficult to value. However, while there can be no guarantee of any Shareholders 
being able to purchase or sell any Ordinary Shares, the Directors intend to use 
reasonable endeavours to create and maintain a matched bargain settlement 
facility. Under this facility, Shareholders or persons wishing to acquire 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. 
Shareholders who do not have their own broker may need to register with the 
matched bargain settlement facility provider as a new client. This can take some 
time to process and therefore Shareholders who consider they are likely to avail 
themselves of this facility are encouraged to commence it at the earliest 
opportunity. The contact details of the matched bargain settlement facility 
provider once arranged will be made available to Shareholders on the Company's 
website. 
 
 
6. General Meeting 
 
 
Set out on page 7 of this document is the GM Notice convening the GM to be held 
at 2.00pm on 10 March 2009 at the offices of Speechly Bircham LLP at 6 New 
Street Square, London EC4A 3LX. 
 
 
The Resolution seeks the approval of Shareholders, in accordance with the AIM 
Rules, to the cancellation of admission to trading in the Ordinary Shares on 
AIM. This is a special resolution which requires the consent of not less than 75 
per cent. of votes cast at the General Meeting. 
 
 
 
 
7. Action to be taken by Shareholders 
 
 
A Form of Proxy for use at the GM accompanies this document. Whether or not 
Shareholders intend to attend the GM personally, the Form of Proxy should be 
completed and signed in accordance with the instructions thereon and returned to 
the Company's offices, Newport Networks Group PLC, Castlegate Business Park, 
Portskewett, Caldicot, Monmouthshire NP26 5AA  as soon as possible, but in any 
event so as to be received by no later than 2.00pm on 8 March 2009. The 
completion and return of a Form of Proxy will not preclude a Shareholder from 
attending the GM and voting in person should he or she so wish. 
 
 
8. Recommendation 
 
 
The Directors consider the De-Listing to be in the best interests of the Company 
and its Shareholders as a whole and accordingly unanimously recommend 
Shareholders to vote in favour of the Resolution to be proposed at the GM as 
they intend to do so in respect of their beneficial holdings amounting, in 
aggregate, to 117,368,092 Ordinary Shares, representing approximately 32 per 
cent. of the issued share capital of the Company. 
 
 
 
 
Yours faithfully 
 
 
 
 
Sir Terence Matthews 
Chairman" 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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