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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Optimisa | LSE:OPS | London | Ordinary Share | GB00B24HJF84 | ORD 25P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMOPS RNS Number : 1613U Optimisa PLC 19 June 2009 19 June 2009 Embargoed for release at 7.00 a.m. Optimisa plc ("Optimisa" or the "Company") PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM, NOTICE OF ANNUAL GENERAL MEETING AND PUBLICATION OF ANNUAL REPORT The board of Optimisa ("Board" or the "Directors") announces that it has today posted the annual report and accounts of the Company for the year ended 31 December 2008, a letter to shareholders containing details of proposals to cancel the admission of the Company's ordinary shares of 25 pence each ("Ordinary Shares") to trading on the AIM market of the London Stock Exchange("AIM") ("Cancellation") and a notice of annual general meeting of the Company ("Notice of AGM") to holders of Ordinary Shares ("Shareholders"). In order for Cancellation to become effective Shareholders must approve a special resolution which requires a majority of not less than 75% of the votes cast ("Cancellation Resolution"), which is proposed as resolution 7 in the Notice of AGM. The annual general meeting of the Company will take place at the offices of the Company at 209-215 Blackfriars Road, London SE1 8NL at 3.00pm on Friday 17 July 2009. If the Cancellation Resolution is passed by the requisite majority, it is expected that Cancellation will become effective from 7.00 am on Monday 27 July 2009. Shareholders will be able to carry out dealings in the Ordinary Shares on AIM up to close of business on Friday 24 July 2009. Background to and reasons for Cancellation The Directors have been considering for some time the merits or otherwise of the Ordinary Shares continuing to be admitted to trading on AIM. The following factors were taken into account during their review: * Optimisa, like many other small listed companies, suffers from a lack of liquidity for its Ordinary Shares and, in practical terms, a small free float and market capitalisation, which reduces trading demand. This low liquidity is coupled with high costs and administrative burden associated with admission of the Ordinary Shares to trading on AIM ("Admission") (equating to over GBP100,000 per annum); * in the 2008 annual report the Board has highlighted the measures taken by the Group to restructure operations in order to meet bank covenants and return the Group to profitability and cash generation in the second half of 2009. The interest rates currently offered to the Group under its existing bank arrangements are below prevailing market rates. The Board believes it is in the best interests of Shareholders to ensure that these existing bank facilities continue to be available to the Group at the current rates and therefore are engaged in making efforts to ensure the Group stays within its banking covenants. Cost savings of over GBP100,000 resulting from Cancellation would enhance the Group's ability to meet its existing bank covenants going forward. But for the measures described in the 2008 annual report, the Company would have had to renegotiate its bank covenants or get a waiver for the covenant test due on 30 June 2009. Barclays Bank plc, the Group's bankers, remain supportive but have indicated that any re-negotiation of the Group's banking covenants would result in higher charges in terms of fees and higher interest rates; and * in the opinion of the Directors, the most likely exit route for Shareholders will be via a trade sale in a number of years time, linked to a recovery in the general economy and marketing budgets for the Group's customers. The Directors believe that the proceeds from a potential trade sale would be negatively impacted by there being a reference to an underperforming share price. Following careful consideration, the Board has concluded that it is no longer in the best interests of the Company or its Shareholders for the Company to maintain the Admission. Future transfers of Ordinary Shares The Board is aware that the implementation of Cancellation will restrict the ability of Shareholders to realise their shareholdings, if they so wished, in the future. Upon the Cancellation becoming effective, there will be no market facility for dealing in the Ordinary Shares and no price will be publicly quoted. The Directors are aware that Shareholders may still wish to acquire or dispose of Ordinary Shares and the Board has investigated various ways in which Shareholders might be given the opportunity to deal in Ordinary Shares following Cancellation. Further details of this will be made available by the Company on the Company's website at www.optimisaplc.com or directly by letter or e-mail where appropriate. The Board intends that the Ordinary Shares should remain in CREST following Cancellation. However, the Board may decide to remove the Ordinary Shares from CREST if the number of Shareholders holding Ordinary Shares through CREST becomes so low that it is no longer in the interests of the Company to pay the annual costs of a registrar or, if otherwise, the Ordinary Shares were to cease to qualify for holding in CREST. Important considerations for Shareholders in connection with the proposed Cancellation In order to keep Shareholders informed, the Company will continue to post information about the Group's business on its website (www.optimisaplc.com) and will continue to hold general meetings in accordance with the applicable statutory requirements and the Company's articles of association. Shareholders should note that following Cancellation the Company will remain subject to the provisions of The City Code on Takeovers and Mergers, on the basis set out in those provisions. Recommendation The Directors strongly believe that, for the reasons referred to above, the Company should seek Cancellation and that Cancellation is in the best interests of the Company and Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Cancellation Resolution, as they have irrevocably undertaken to do or procure to be done in respect of their beneficial holdings of Ordinary Shares amounting to, in aggregate, 3,195,154 Ordinary Shares, representing approximately 35.86 per cent. of the current issued share capital of the Company. Reports and accounts Copies of the report and accounts will be available for a period of one month from the date of the announcement, free of charge, from the Company's offices at 2nd Floor, 209-215 Blackfriars Road, London, SE1 8NL and will also be available from Optimisa's website in accordance with Rule 26 of the AIM Rules for Companies. Enquiries: Optimisa plc +44 (0) 20 7960 3320 Ron Littleboy, Executive Chairman Noble & Company Limited +44 (0) 20 7763 2200 Brian Stockbridge Alastair Maclachlan This information is provided by RNS The company news service from the London Stock Exchange END MSCSFIFUASUSEFM
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