Cancellation and notice of meeting

    RNS Number : 9887B
  Tersus Energy Plc
  26 August 2008
   

    TERSUS ENERGY PLC
    Proposed Cancellation of Admission to AIM and
    Notices of Annual General Meeting and General Meeting

    Tersus Energy Plc (AIM:TER) today announces that the Company is seeking Shareholder approval to cancel the admission of the Ordinary
Shares to trading on AIM and that the Company's present nominated adviser and broker has served notice of its resignation, the effective
date of which is from 12 September 2008 when the Ordinary Shares are expected to be suspended from trading on AIM.

    Introduction

    The Company is seeking Shareholder approval to cancel the admission of the Ordinary Shares to trading on AIM at a General Meeting which
will be held on 18 September 2008. A circular, together with notices of the Annual General Meeting and the General Meeting have today been
posted to Shareholders. A copy of this circular will be available shortly on the Company's website at www.tersusenergy.com

    Reasons for the cancellation

    As mentioned in the announcement of the Company's results for the year ended 31 December 2007, the last financial year was a difficult
year for the Company. 

    During 2007, the Company's wholly owned subsidiaries, Navitas and Envinta, both saw reduced levels of activity and delays in bringing
products to the market. Also the Company's cash position was such that the Directors had to release almost all of the Company's employees
during that year and the Directors deferred payment of their salaries for the year. 

    The Board remains of the opinion that the Company's assets have value but it will take time to realise that value. However, the Board
estimates that the Company's present cash resources are sufficient to meet its current level of obligations (including those associated with
maintaining trading on AIM) only for a period of less than twelve months. The Directors are, therefore, continuing to review the cost base
of the Company to reduce monthly spend and thus increase the period of time which the Company's current resources will provide to the Board
to realise the Company's assets. 

    As part of that review, the Board has concluded that the costs and regulatory requirements associated with maintaining admission to AIM
are a significant burden on the Company's financial resources and outweigh the benefits gained from Admission. The costs include fees paid
to the Company's nominated advisor and registrar, annual fees paid to London Stock Exchange, costs relating to public announcements, certain
fees and expenses of Directors and fees and expenses of accountants and lawyers engaged to provide services relating to the Company's
Ordinary Shares being traded on AIM.

    In addition to the overheads involved in maintaining the Company's admission to AIM:

    *    the Company has seen limited trading volume in the Company's shares;

    *    the Directors consider that given the Company's size and share price it would be very difficult to raise any 
      further funds on AIM; and

    *    the Directors consider that the best strategy for the Company is to focus on and support the investments 
     made by the Company and minimise overheads with a view to realising those investments in due course 
     and making distributions to Shareholders in the future. 

    After careful consideration, the Board has, therefore, concluded that it is in the best interests of the Company and Shareholders if the
Company's admission to trading on AIM is cancelled.

    As part of the costs review of the Company, the Directors have agreed, subject to the Cancellation of Admission being approved, to
accept a reduction in their current remuneration as set out in the table below: 

    
 Director                            Current                New
                               Remuneration£      Remuneration£
 John Francis Devaney                 50,000             18,000
 Steven Pakin Levine                 100,000             42,000
 David Thomas Wilson                  85,000             42,000
 SharonJones Clayton                  30,000             18,000
 Nils Nilsen Trulsvik                 20,000             18,000
 Total                               285,000            138,000


    Suspension and cancellation

    In addition, the Company's present nominated adviser has served notice of its resignation as nominated adviser and broker to the
Company. The effective date of resignation is 11 September 2008. Under the AIM Rules for Companies, if a replacement nominated adviser is
not found by 11 September 2008, the Ordinary Shares will be suspended from trading with effect from 7.00 a.m. on 12 September 2008 and if a
replacement nominated adviser is not appointed within one month of the suspension, the admission of the Ordinary Shares to AIM will be
cancelled with effect from 7.00 a.m. on 13 October 2008. 

    If Shareholders do not approve the Cancellation of Admission, the Company will use all reasonable endeavours to procure that a
replacement nominated adviser is appointed. If Shareholders approve the Cancellation of Admission, however, there will be no need to appoint
a replacement nominated adviser. 

    Dealings following cancellation

    Shareholders should note that the Cancellation of Admission may significantly reduce the liquidity and marketability of the Ordinary
Shares. However, the Directors are aware that the Shareholders may still wish to acquire or dispose of Ordinary Shares following the
Cancellation of Admission and, accordingly, intend to use reasonable endeavours to create and maintain a matched bargain settlement
facility. Under this facility Shareholders or persons wishing to acquire Ordinary Shares will be able to leave an indication with the
matched settlement bargain facility provider that they are prepared to sell or buy 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 will need to register with the
matched settlement facility provider as a new client. The contact details of the matched bargain settlement facility provider once arranged will be made available to Shareholders on the Company Website.

    There is no obligation on Shareholders to use the matched bargain settlement facility referred to above. Shareholders can effect further
transactions in the Ordinary Shares off market at a price to be agreed between relevant parties. Once the transaction has been agreed the
relevant parties should contact the Company's registrar whose contact details can be found on the Company Website. 

    Should the Cancellation of Admission be approved, the Company intends to continue to act in an appropriate manner befitting a company
with a wide shareholder base and, accordingly, will keep Shareholders abreast of developments through announcements published on the Company
Website. 

    General Meeting

    Under the AIM Rules for Companies, it is a requirement that any Cancellation of Admission must be approved by not less than 75 per cent.
of votes cast by Shareholders in general meeting. Accordingly a notice of General Meeting has today been posted to Shareholders which
contains a special resolution to approve the application to London Stock Exchange for cancellation of admission of the Ordinary Shares on
AIM. The General Meeting will be held at the office of Rosenblatt, 9-13 St Andrew Street, London EC4A 3AF commencing at 4.00 p.m. on
Thursday, 18 September 2008. If approved it is expected that Cancellation of Admission will take effect from 7.00 a.m. on 26 September 2008.


    Directors' recommendation

    The Directors consider that the proposals are in the best interests of the Company and the Shareholders as a whole and are most likely
to promote the success of the Company for the benefit of the Shareholders as a whole. 

    The Directors unanimously recommend that you vote in favour of the Resolution as they have undertaken to do in respect of their
aggregate shareholdings of 3,158,704 Ordinary Shares, equivalent to approximately 8.3 per cent. of the issued ordinary share capital of the
Company. 

    Annual general meeting

    A notice convening the Annual General Meeting has today been posted to Shareholders and the Annual General Meeting will be held at the
offices of Rosenblatt, 9-13 St Andrew Street, London EC4A 3AF commencing at 3.00 p.m. on Thursday, 18 September 2008.

    Timetable

    The expected timetable of principal events is shown below:

 Suspension from trading on AIM effective          7.00 a.m. 12
                                                   September 2008
 Latest time and date for receipt of Annual        3.00 p.m. 16
 General Meeting Form of Proxy                     September 2008
 Latest time and date for receipt of General       4.00 p.m. 16
 Meeting Form of Proxy                             September 2008
 Annual General Meeting                            3.00 p.m. 18
                                                   September 2008
 General Meeting                                   4.00 p.m. 18
                                                   September 2008
 Cancellation of Admission effective if            7.00 a.m. 26
 Resolution passed                                 September 2008
 Cancellation of Admission effective if            7.00 a.m. 13 October
 Resolution is not passed and no new nominated     2008
 adviser is appointed


    Enquiries:

    Tersus Energy Plc
    Steve Levine, Chief Executive Officer
    David Wilson, Chief Operating Officer and Finance Director
    Tel: [phone]

    KBC Peel Hunt Ltd (Nominated Adviser and Broker)

    David Anderson
    Deon Veldtman
    Tel: [phone]


    Definitions

    The following definitions apply throughout this announcement unless the context requires otherwise:

 "Admission"                    admission of the Ordinary Shares to trading on
                                          AIM, effective from 4 February 2005 

 "Admission Document"                 the admission document of the Company in
                                  relation to Admission which is available for
                                                 review on the Company Website

 "AIM"                              the market of that name operated by London
                                                                Stock Exchange

 "AIM Rules for Companies"      the rules for companies applying for admission
                                 to and whose securities are traded on AIM and
                                 published by London Stock Exchange as amended
                                                             from time to time

 "Annual General Meeting"            the annual general meeting of the Company
                                convened for 3.00 p.m. on 18 September 2008 as
                               set out in the notice posted to Shareholders on
                                                                26 August 2008

 "Cancellation of Admission "     the cancellation of Admission subject to the
                                      passing of the Resolution at the General
                                                                       Meeting

 "Company"                                                   Tersus Energy Plc

 "Company Website"                                        www.tersusenergy.com

 "Directors" or the "Board"                       the directors of the Company

 "General Meeting"             the general meeting of the Company convened for
                                  4.00 p.m. on 18 September 2008 as set out in
                                the notice posted to Shareholders on 26 August
                                                                          2008

 "London Stock Exchange"                             London Stock Exchange plc

 "Ordinary Shares"               the ordinary shares of 0.5p in the capital of
                                                                   the Company

 "Resolution"                     the resolution to be proposed at the General
                                    Meeting as set out in the notice posted to
                                                Shareholders on 26 August 2008

 "Shareholders"                                     Holders of Ordinary Shares

 "Admission"                    admission of the Ordinary Shares to trading on
                                          AIM, effective from 4 February 2005 



This information is provided by RNS
The company news service from the London Stock Exchange
 
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