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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Qmulus | LSE:QML | London | Ordinary Share | NL0000817377 | ORD EUR0.02 (DI) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 18.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMQML RNS Number : 8290N Qmulus N.V.. 18 June 2010 Qmulus N.V. ("Qmulus" or the "Company") Proposed cancellation of admission of the Company's ordinary shares to trading on AIM and notice of EGM Qmulus N.V. today announces that it is proposing to cancel the admission of its ordinary shares ("Ordinary Shares") to trading on AIM (the "Delisting"). Accordingly, the Company will today be posting a circular (the "Circular") convening an Extraordinary General Meeting of Shareholders and Depositary Interest Holders (the "EGM"). Background to the proposed Delisting The Board of Qmulus has been approached by Weswa B.V. ("Weswa"), the Company's majority shareholder, with a request to convene an Extraordinary General Meeting to propose and consider a resolution to cancel the admission of the Company's ordinary shares to trading on AIM. Weswa has indicated that it believes that the interests of all Shareholders would be best served by the proposed Delisting. Under the Company's Articles of Association, the Board is required to comply with this request and is accordingly today writing to Shareholders and Depositary Interest Holders to convene an EGM for this purpose. The AIM Rules require that the Delisting be conditional upon the consent of not less than 75 per cent. of the votes cast by its shareholders given in a general meeting. In view of Weswa's interests, representing approximately 80.77 per cent. of the Company's issued share capital and its stated intention to vote in favour of the proposed Delisting, the Board expects the relevant resolution to be passed. Reasons for the proposed Delisting In its request to the Board that an EGM be convened to consider the proposed Delisting, Weswa identified the reasons set out below as to why it believes that it is in the interest of Shareholders and Depositary Interest Holders to delist the Company from AIM. In Weswa's opinion, the Company's share price on AIM significantly undervalues the business of the Company. Weswa believes that it is unlikely that the Company would be able to raise capital in the equity markets in the current environment. In addition, there is low liquidity and a small free float in the Company's shares and Weswa sees little prospect of this changing in the foreseeable future. Weswa believes that the costs of being admitted to trading on AIM outweigh any benefits that accrue to the Company or its Shareholders and that the Company should therefore delist to avoid bearing those costs. The Board has considered this request and believes that the Delisting would create the following benefits to the Company and all its Shareholders: - It will allow the management team to increase its focus on the business with a reduction in the regulatory, reporting and filing requirements; - It will decrease the high administrative costs, management time and regulatory compliance associated with maintaining an AIM listing; - It will reduce the risk that sensitive information of potential value to the Company's competitors will have to be disclosed in accordance with the AIM Rules. Weswa has indicated to the Board that it is committed to continue to support the Company and believes more value can be created by operating as a private Company. Recommendation and risks associated with the Delisting Given the likelihood that the resolution to approve the Delisting will be passed and the Delisting will proceed, the Board makes no further recommendation as to the merits of the Delisting. However, the Board wishes to highlight to Shareholders and Depositary Interest Holders that there are certain risks associated with retaining an interest in the Ordinary Shares or Depositary Interests in circumstances where the Company no longer retains its quoted company status. Details of these risks are set out in the Circular posted to Shareholders which can also be viewed on the Company's website at www.qmulus.nl. Transactions in the Company's shares and depositary interests following Delisting Following the Delisting, there will be no market facility for dealing in the Ordinary Shares or Depositary Interests and no price will be publicly quoted for the Depositary Interests or Ordinary Shares. As such, interests in Ordinary Shares or Depositary Interests are unlikely to be readily capable of sale and where a buyer is identified, it will be difficult to place a fair value on any such sale. While there can be no guarantee that Shareholders or Depositary Interest Holders will be able to sell any Ordinary Shares or Depositary Interests, any Shareholder or Depositary Interest Holder seeking to do so following the Delisting becoming effective should contact the Company Secretary in writing at Postbus 800, 2501 CV The Hague, the Netherlands. The Company Secretary will then be able to advise as to whether the Board is aware of any prospective buyers for any Ordinary Shares or Depositary Interests which the holder thereof wishes to sell at that time. It is the current intention that following the Delisting, the Company will continue to maintain the Depositary Interests, such that any transactions in the Depositary Interests that are effected can be settled through CREST. However, there can be no certainty as to the length of time this facility will be available for. Current trading The Board's view of the trading status of the Company remains the same as set out in the announcement of 26 March 2010 when the Company's full year results for the year 2009 ended 31 December 2009 were released. The Board refers to their Outlook statement as set out in its 2009 annual accounts, which are: - The Company has shown resilience in 2009, generating a solid profit base in a difficult market. The strong database and web portals place the Company in a good position for further growth. We continue to focus on a lean and mean organisation, with experienced professionals and young ambitious starters. - In all business lines we maintain focus on cost efficiency and further synergies, together with attention for our customers. With our entrepreneurial attitude, we are confident that new opportunities will arise. - The Company has a robust financial position to finance its activities and potential investments. To further leverage our (equity) investments steps are taken to set up a real estate fund. Delisting In accordance with AIM Rule 41, the Company hereby notifies Shareholders and Depositary Interests Holders that, subject to shareholder approval at the EGM to be held on 16 July 2010, it is expected that the Company's admission to trading on AIM will be cancelled from 7.00 a.m. (British Summer Time) on 26 July 2010. Extraordinary General Meeting An Extraordinary General Meeting is being convened at the offices of the Company at Nieuwe Duinweg 24 The Hague, The Netherlands at 11.00 a.m. (CET) on 16 July 2010. At this EGM, a resolution will be proposed to approve the cancellation of the admission of the Company's ordinary shares to trading on AIM. In addition, resolutions will be proposed to change the Articles and accept the respective resignations of the Company's directors and the proposed re-appointments of Mr Westerhuis and Mrs Swaans upon the Delisting becoming effective. The Delisting is conditional upon the consent of not less than 75 per cent. of the votes cast by Shareholders as required by Rule 41 of the AIM rules. Circular A circular will today be posted to Shareholders which contains the Notice of Extraordinary General Meeting. A copy of the Circular will shortly be available on the Company's website at www.qmulus.nl and will otherwise be available at the Company's offices at Nieuwe Duinweg 24, 2587AD The Hague, The Netherlands. Unless otherwise defined, capitalised terms in this announcement have the same meaning as in the Circular. For more information, please contact: Qmulus: Irma de Jong Tel.: +31 70 711 5691 E-mail: i.dejong@qmulus.nl Website: www.qmulus.nl Collins Stewart (Nomad) Stewart Wallace Tel: +44 20 7523 8350 This information is provided by RNS The company news service from the London Stock Exchange END NOELLFEERTIDLII
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