OneView Group PLC Proposed Cancellation of Admission & Notice of GM (3325A)

TIDMONEV

RNS Number : 3325A

OneView Group PLC

11 September 2018

OneView Group plc

(the "Company")

Proposed cancellation of admission to trading on AIM

and

Notice of General Meeting

The Company announces that, as a result of a review of the costs and benefits of being a quoted company, the Board has concluded that the cancellation of admission of its Ordinary Shares to trading on AIM ("Cancellation") is in the best interests of the Company and its Shareholders as a whole.

The Company therefore announces its intention to seek its Shareholders' approval for the Cancellation. A circular will be published and sent to all Shareholders later today setting out further details of the Cancellation and the implications for Shareholders ("Circular"). The Circular will also be uploaded to the Company's website later today.

The Circular will also contain a notice convening a general meeting which is to be held at the offices of Arnold & Porter Kaye Scholer (UK) LLP at Tower 42, 25 Old Broad Street, London EC2N 1HQ at 10.00 a.m. UK time on Thursday 27 September 2018 at which the approval of Shareholders of the Cancellation will be sought.

In the event that Shareholders approve the Cancellation, it is anticipated that trading in the Ordinary Shares on AIM will cease at close of business on Wednesday 10 October 2018 and cancellation of admission to trading on AIM of the Ordinary Shares will become effective at 7:00 a.m. UK time on Thursday 11 October 2018. Pursuant to Rule 41 of the AIM Rules, the Company, through its nominated adviser, finnCap Limited, has notified the London Stock Exchange of the proposed Cancellation.

Attached below are extracts from the Chairman's letter contained in the Circular.

For further information, please visit www.oneviewcommerce.com or contact:

 
 Enquiries 
 The Company                        Tel: [phone] 
 Stuart Mitchell, Deputy Chairman 
  Linda Palanza, CEO 
  Mark Wilson, Finance Director 
 
 finnCap Limited                    Tel: [phone] 
  Geoff Nash 
  Kate Bannatyne 
 
 

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No. 596/2014 ("MAR").

Background to the Cancellation

The Directors believe that the Cancellation is in the best interests of the Company and its Shareholders as a whole. In reaching this conclusion, the Directors have considered the following key factors, among others:

-- the Directors believe that the strength of the Company's technology offering, based upon the customers it has won globally and continues to attract, has not been adequately reflected in the Company's share price. The Directors believe that the performance of the Company's share price has been disappointing and the Ordinary Shares continue to be undervalued;

-- the Directors and past members of the board and their connected parties hold, in aggregate, approximately 60% of the Company's issued share capital, resulting in limited liquidity in the Ordinary Shares which has resulted in low levels of trading in the Ordinary Shares on the public market for at least the period of 12 months preceding the date of this announcement;

-- the Company has been unsuccessful in effecting a significant new fundraising on the public market and has had to borrow from its two largest shareholders, Hawk Investment Holdings Limited and Lane Capital Group Limited, to fund its day-to-day operations. Following initial investigations, the Directors believe that the Company will have greater access to sources of risk capital as an unlisted entity; and

-- the considerable cost, management time and the legal and regulatory burden associated with maintaining the Company's admission to trading on AIM are, in the Directors' opinion, disproportionate to the benefits to the Company. The Directors believe that the Delisting will, accordingly, reduce the Company's recurring administrative costs by approximately GBP150,000 per annum and that this will allow the substantial amount of such expenses to be better spent in running and growing the business as a private concern.

After careful consideration of the matters laid out above, the Directors have, therefore, concluded that the commercial disadvantages of maintaining a listing outweigh the potential benefits. It is, therefore, no longer in the Company's or its Shareholders' best interests to maintain the admission to trading on AIM of the Company's Ordinary Shares.

Further, on 29 August 2018, the Company's nominated advisor, finnCap, gave the Company three months' notice of its resignation. If the Company does not appoint a replacement nominated advisor by 30 November 2018, the Company's shares will be suspended from trading under the AIM Rules and the shares would be delisted if a replacement nominated advisor is not appointed by 31 December 2018.

Current trading

The Company continues to make good progress in the market including the winning of new business from Australia Post and Rapha Cycling since the year end. Since April 2018, Molton Brown, Carhartt and Australia Post have all gone live with the Company's cloud-based retail selling platform. The Company expects that Molton Brown and Carhartt will have implemented the platform in all of their stores prior to the 2018 Christmas season. The Company has released a new version of the solution which the Board believes is of interest to some large retailers. The new version is also improving the speed with which customers are able to implement the solution in their stores.

Notwithstanding this, the Company remains under-capitalised and has had to borrow from its two largest shareholders, Hawk Investment Holdings Limited and Lane Capital Group Limited, to fund its day-to-day operations. This has held back the Company's growth and will continue to do so until resolved. As a consequence, the Company currently has borrowings of $2.96 million in aggregate.

Process for Delisting

In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the intention to cancel the Admission, subject to Shareholder approval, giving twenty business days' notice. Under the AIM Rules, it is a requirement that the Delisting is approved by not less than 75% of votes cast by Shareholders (in person or by proxy) at the General Meeting. Subject to the Resolution approving the Delisting being passed at the General Meeting, it is anticipated that trading in the Ordinary Shares on AIM will cease at the close of business on Wednesday 10 October 2018 with the Delisting taking effect at 7.00 a.m. on Thursday 11 October 2018.

Upon the Delisting becoming effective, finnCap will cease to be nominated adviser and broker to the Company and the Company will no longer be required to comply with certain rules and corporate governance requirements to which companies admitted to trading on AIM are subject, including the AIM Rules.

Principal effects of the Cancellation

Following the Cancellation of trading in the Company's Ordinary Shares on AIM, subject to the passing of the Resolution, the Ordinary Shares will not be traded on any public market and the CREST facility will be cancelled. Consequently there can be no guarantee that a Shareholder will be able to purchase or sell Ordinary Shares. However, as mentioned under the "Dealing and settlement arrangements" section, the Directors intend to use their reasonable endeavours to put in place a process that will match any Shareholders who wish to sell their holdings with potential buyers as further described below in that section.

It is possible that following publication of this announcement, the liquidity and marketability of the Ordinary Shares may be significantly reduced and the value of such shares may be adversely affected as a consequence. In the absence of a formal market and quote, it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time.

Although the Ordinary Shares will remain transferable, they will cease to be transferable through CREST. Those shareholders who currently hold Ordinary Shares in uncertificated form in CREST will, following the Delisting becoming effective, be sent a share certificate for those Ordinary Shares which were previously held in uncertificated form and such share certificates will be despatched by the end of October 2018.

The Company will not be subject to the AIM Rules and, accordingly, it will not (amongst other things) be required to retain a nominated adviser or to comply with the requirements of AIM in relation to annual accounts and half-yearly reports, the disclosure of price sensitive information or the disclosure of information on corporate transactions, including substantial transactions, financing transactions, reverse takeovers, related party transactions and fundamental changes in the Company's business.

The Cancellation may have personal taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

Shareholders should note that the Takeover Code will continue to apply to the Company following the Cancellation.

Following the Cancellation, the the Directors and past members of the board and their connected parties will hold, in aggregate, Ordinary Shares representing approximately 60% of the issued voting ordinary share capital of the Company and, as such, will be able to exercise significant influence over matters requiring Shareholder approval.

The Company currently expects that the current Board members will remain in place following the Cancellation.

The above considerations are not exhaustive and Shareholders should seek their own independent advice when assessing the likely effect of the Cancellation on them.

Dealing and settlement arrangements

The Directors are aware that Shareholders may wish to acquire or dispose of Ordinary Shares in the Company following the Delisting. Accordingly, the Board intends to put in place an internal process that will allow Shareholders or persons wishing to acquire or sell Ordinary Shares to leave an indication that they are prepared to buy or sell at an agreed price. The Company will then use its reasonable endeavours to contact those parties that are willing to buy and sell in order that they may discuss effecting the bargain.

Once such a procedure has been put in place details will be made available to Shareholders on the Company's website (www.oneviewcommerce.com). It is expected that this will take place shortly after the Cancellation.

Transfers of interests in Ordinary Shares in certificated form should be sent to the Company's registrars, Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Existing share certificates remain valid.

If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so prior to the Cancellation becoming effective. As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be Wednesday 10 October 2018 and that the effective date of the Cancellation will be Thursday 11 October 2018.

Recommendation

The Directors consider the resolution to be proposed at the General Meeting to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the resolution to be proposed at the General Meeting as those Directors who hold Ordinary Shares intend to do in respect of their own beneficial holdings amounting to, in aggregate, 31,115,828 Ordinary Shares representing 37.7% of the total voting rights in the Company.

DEFINITIONS

 
 "Act"                           the Companies Act 2006, as amended 
 "Admission"                     the admission of the Ordinary Shares 
                                  to trading on AIM 
 "AIM"                           the AIM Market operated by the London 
                                  Stock Exchange 
 "AIM Rules"                     the AIM Rules for companies admitted 
                                  to trading on AIM published by the London 
                                  Stock Exchange, as amended from time 
                                  to time 
 "Cancellation" or "Delisting"   the proposed cancellation of the Company's 
                                  Ordinary Shares from trading on AIM subject 
                                  to the passing of the Resolution at the 
                                  General Meeting 
 "Circular"                      the shareholder circular and Notice of 
                                  General Meeting in respect of the Cancellation 
                                  dated Tuesday 11 September 2018 
 "Company"                       OneView Group plc 
 "CREST"                         the relevant system (as defined in the 
                                  Regulations) in respect of which Euroclear 
                                  UK & Ireland Limited is the Operator 
                                  (as defined in the Regulations) 
 "Directors" or "Board"          the directors of the Company 
 "finnCap"                       finnCap Ltd, nominated adviser to the 
                                  Company 
 "Form of Proxy"                 the form of proxy for use by the Shareholders 
                                  in connection with the General Meeting 
 "General Meeting"               the general meeting of the Company to 
                                  be convened for 10.00 a.m. on Thursday 
                                  27 September 2018 
 "London Stock Exchange"         London Stock Exchange plc 
 "Ordinary Shares"               ordinary shares of 10 pence each in the 
                                  capital of the Company 
 "Regulations"                   the Uncertificated Securities Regulations 
                                  2001 (SI 2001 No. 3755), as amended from 
                                  time to time 
 "Resolution"                    the resolution set out in the notice 
                                  of General Meeting 
 "Shareholders"                  the holders of the Ordinary Shares 
 "Takeover Code"                 the City Code on Takeovers and Mergers 
 

Expected timetable of principal events

 
 Notice provided to the London Stock Exchange    Tuesday 11 September 2018 
  to notify it of the Cancellation 
  Circular, Notice of General Meeting and        Tuesday 11 September 2018 
  Form of Proxy posted to Shareholders 
 Latest time for receipt of Form of Proxy         10.00 a.m. on Tuesday 25 
                                                            September 2018 
 General Meeting to be held                      10.00 a.m. on Thursday 27 
                                                            September 2018 
 Expected last day for dealings in Ordinary      Wednesday 10 October 2018 
  Shares on AIM 
 Expected time and date that admission                    with effect from 
  of Ordinary Shares to trading on AIM            7.00 a.m. on Thursday 11 
  will be cancelled                                           October 2018 
 

Each of the times and dates above is subject to change. Dates set after the General Meeting assume that the General Meeting is not adjourned and that the Resolution is passed. Any such change will be notified by an announcement on a Regulatory Information Service.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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September 11, 2018 02:01 ET (06:01 GMT)