Stavert Zigomala Miscellaneous high priority announcements

 
TIDMSTZ 
 
Miscellaneous high priority announcements 
 
                                           Stavert Zigomala PLC 
                                             Registered Office 
                                                PO Box 233 
                                                Manchester 
                                                 M60  1QP 
 
                           Telephone:   [phone] -   Fax:   [phone] 
 
10th July 2013 
 
 
 
STAVERT ZIGOMALA PLC ("THE COMPANY") 
PROPOSED CANCELLATION OF ADMISSION OF THE 20p ORDINARY STOCK UNITS ("Ordinary Shares") TO THE LONDON  STOCK 
EXCHANGE, PREMIUM LISTING AND NOTICE OF EXTRAORDINARY GENERAL MEETING 
 
The  Company announces that it is seeking Shareholder approval for the cancellation of admission to trading 
on the London Stock Exchange of its Ordinary Shares ("Delisiting"). 
 
 
An  Extraordinary  General  Meeting ("EGM") is being convened to be held on   Friday  2nd  August  2013  at 
Hallidays LLP, Riverside House, Kings Reach Business Park, Yew Street, Stockport, Cheshire, SK4 2HD at 10am 
at which a resolution which seeks Shareholder approval for the Delisting will be proposed. 
 
A  circular  giving details of the proposed Delisting and convening the General Meeting will be  posted  to 
Shareholders today.  Copies of the circular are available on the UKLA's National Storage Mechanism (NSM) 
 
 
 
EXPECTED TIMETABLE OF EVENTS: 
 
    1.      Despatch of this document and form of proxy and notice provided to London Stock Exchange to cancel 
        the admission Wednesday 10th July 2013 
 
    2.       Latest  time and date for receipt of Forms of Proxy in respect of the EGM 4pm on Thursday  1st 
        August 2013 
3.      Time and date of the EGM 10am on Friday 2nd August 2013 
 
    4.      Letter sent to the London Stock Exchange requesting that the admission of the Ordinary Shares be 
        cancelled and Delisted following Special Resolution being passed at the Meeting 2nd August 2013 
 
    5.      Expected last day of dealings in Ordinary Shares on the London Stock Exchange Monday 2nd September 
        2013 
6.      Expected date of Delisting 7am on Tuesday 3rd September 2013 
 
    7.       Each  of the times and dates in this timetable is subject to change. If any of the above  time 
        and/or dates change, the revised times and dates will be notified to Shareholders by an announcement 
        through a regulatory information service recognised by the London Stock Exchange. 
 
 
The  following  information is extracted from a circular to Shareholders (the "Circular")  expected  to  be 
posted  today.  Copies of the Circular will be available from the Company's registered Office upon request. 
Definitions used in the Circular apply in this announcement, unless the context otherwise requires: 
 
 
 
1       Proposed de-listing of the Company from the Official List 
 
        1.1     This letter is to inform you of the Company's intention to de-list the Company's 20p ordinary 
            stock units ("Ordinary Shares") from the Official List of the UK Listing Authority ("the Delisting"). 
            Pursuant to the Listing Rules, and in particular Listing Rule 5.2.5, the Delisting is subject to 
            shareholders' approval being obtained. Accordingly, the purpose of this document is to provide shareholders 
            with information on the Delisting and to seek the requisite approval by way of Special Resolution at an 
            Extraodinary General Meeting of the Company ('EGM'), notice of which is set out attached to this letter. 
            This letter constitutes the relevant Circular required under the Listing Rules. 
 
        1.2     Once approval has been obtained, it is necessary to give at least 20 business days notice of the 
            Delisting.  Given the proposed date of the EGM being 2nd August  2013, the anticipated date for the 
            Delisting will be 3rd September 2013. 
 
 
2       Background to and reasons De-listing 
 
        2.1     This letter is written with regard to the Company's present status as a public limited company 
            with a premium listing on the London Stock Exchange. 
 
        2.2     Since the Company concluded the sale of its only trading business, Petco Furnishers Limited some 
            years ago, the Company's only activity has been in connection with the holding of investments. Because the 
            Company, for listing purposes, is not categorised as an Investment Company it is not permitted under the 
            Listing Rules to buy or sell investments or other securities. The cost of initial or continuing compliance 
            in converting to investment company status would not, in the opinion of the Board, be justified. 
 
        2.3     The Board has been giving careful consideration to the comparative advantages of listed and non 
            listed status and has concluded that there are various reasons to seek approval from the shareholders for 
            the Delisting. The main issues are the expenses incurred as a result of the listing, the drawbacks of the 
            listing in connection with restrictions on the conduct of the Company's investment activities, and the lack 
            of marketability of the Ordinary Shares. 
 
        2.4     As a consequence of the listing the Company is required to pay annual fees to the London Stock 
            Exchange and to the Financial Conduct Authority ("FCA") which in the year to 31st May 2013 amount in total 
            to GBP10,630. In addition the Company has to pay fees for regulatory announcements, (estimated at GBP400 per 
            annum) and additional audit fees and higher accountancy fees for being obliged to have a separation of 
            audit and accounting (estimated at GBP5,000).  This amounts in total to GBP16,030 or about 38% of our total 
            expenditure in the last year. It is also anticipated that actual and potential future changes in the 
            regulatory regime can only exacerbate the financial burden. 
 
        2.5     Due to the Company's listing, the Company is not permitted by the FCA to buy and sell investments, 
            including shares and other securities. This has resulted in a large cash balance, currently approximately 
            GBP500,000, being held on deposit. Deposit rates currently being minimal this cash could clearly be put to 
            better use. The Directors are also hampered by what in effect is an enforced passive investment approach. 
 
        2.6     Nor is it considered that the shareholders are receiving any benefit from the marketability of the 
            shares as a listed company. The very few market transactions which have taken place in recent years have 
            done so at prices very substantially less than the net asset value. 
 
3       Recommendation 
 
        3.1     Accordingly, the Board believes that the Company and its Shareholders irrespective of the size of 
            their holding will be better served by Delisting. The Directors believe that the proposed Special 
            Resolution is in the best interests of the Company and all of the Shareholders and unanimously recommend 
            that you vote in favour of it as they intend to do in respect of their own beneficial shareholdings. 
 
4       Shares for Delisting 
 
        4.1     The cancellation of the Listing relates to all 20p Ordinary Shares held in the Company, which are 
            the only class of stock/share that are listed on the Official List. 
 
3.3.1 (2) 
Special Resolution 
 
        The special resolution to approve the Delisting is as follows: 
 
 
"That  pursuant to Rule 5.2 of the Listing Rules the holders of the 20p Ordinary Stock Units in the Company 
(being "the Securities" for the purpose of that Rule) do hereby approve the cancellation of the Listing  of 
the Securities". 
 
 
5       Effect of the Delisting on Shareholders 
 
        5.1     The principal effects of the Delisting would be that:- 
 
                5.1.1   there would no longer be a formal market mechanism enabling Shareholders to trade their shares on 
                         the London Stock Exchange or any other market or trading exchange; 
 
                5.1.2   the Company would no longer be bound to comply with the corporate governance requirements for 
                         companies with a premium listing; 
 
        5.2      However,  the Directors intend to continue to operate the Company for the benefit  of  all 
            Shareholders. They also intend to continue to keep Shareholders informed of progress and remain committed 
            to high standards of corporate governance. As such, the Directors will:- 
 
                5.2.1   hold annual general meetings and general meetings in accordance with statutory requirements and 
                         the Company's Articles of Association (the "Articles"); 
 
                5.2.2   continue to operate corporate governance in the same manner as the Company has previously done as 
                         a premium listed company; and 
5.2.3   the Company will nevertheless remain subject to the provisions of the City Code on Takeovers and 
Mergers for a period of 10 years from the Delisting. 
 
        5.3     Following the Delisting, although the Ordinary Shares will remain transferable they will no longer 
            be tradable on the London Stock Exchange and no other trading facility will be available to facilitate the 
            trading of the Ordinary Shares. Consequently, it is likely to be more difficult for a Shareholder to 
            purchase or sell any Ordinary Shares following the Delisting. The Directors intend, however, to review on 
            an ongoing basis whether they can facilitate trading on a matched bargain basis and Shareholders interested 
            in any such potential matched bargain arrangements should contact the Company Secretary, Roger Cooper at 
            the Company's registered office in the first instance. 
 
6       Expected Timetable of Events 
 
        6.1     Despatch of this document and form of proxy and notice provided to London Stock Exchange to cancel 
            the admission Wednesday 10th July 2013 
 
        6.2     Latest time and date for receipt of Forms of Proxy in respect of the EGM 4pm on Thursday 1st 
            August 2013 
 
        6.3     Time and date of the EGM 10am on Friday 2nd August 2013 
 
        6.4     Letter sent to the London Stock Exchange requesting that the admission of the Ordinary Shares be 
            cancelled and Delisted following the Special Resolution being passed at the Meeting 2nd August 2013 
 
        6.5     Expected last day of dealings in Ordinary Shares on the London Stock Exchange Monday 2nd September 
            2013 
6.6     Expected date of Delisting 7am on Tuesday 3rd September 2013 
 
      6.7      Each of the times and dates in this timetable is subject to change. If any of the above time 
        and/or dates change, the revised times and dates will be notified to Shareholders by an announcement 
        through a regulatory information service recognised by the London Stock Exchange. 
 
7       General Meeting 
 
        7.1     The notice convening the EGM to be held on Friday 2nd August 2013 at Hallidays LLP, Riverside 
            House, Kings Reach Business Park, Yew Street, Stockport, Cheshire, SK4 2HD at 10am is set out at the end of 
            this document. 
 
8       Action to be taken 
 
        8.1     You will find enclosed with this document a form of proxy for use at the EGM. Whether or not you 
            propose to attend the EGM in person you are requested to complete the form of proxy and return it to the 
            Company's registered office for the attention of the Company Secretary:- 
 
                                             Registered Office 
                                             C/O HAGUE LAMBERT 
                                                P O BOX 233 
                                              15 BYROM STREET 
                                                MANCHESTER 
                                                  M60 1QP 
 
        8.2     The proxy must arrive no later than 4pm on Thursday 1st August 2013. The completion and return of 
            the form of proxy will not affect your right to attend and vote in person at the EGM if you so wish. 
 
Yours sincerely 
 
 
 
Edward N Cooper 
Chairman 
 
 
Stavert Zigomala