Vivomedica Share Discussion Threads

[pc4900074200] 11/3/2009 08:14

"THE KISS OF DEATH" to another share?

"Will continue to inform shareholders" What a laugh?

pc

Their calling it a General Meeting? Its an EGM?

TIDMVVM
RNS Number : 6432O
Vivomedica PLC
11 March 2009

VivoMedica plc

("VivoMedica" or "the Company")

Proposed Cancellation of trading on AIM and Notice of General Meeting

The Board of VivoMedica PLC announces that it is seeking Shareholder approval for the cancellation of admission to trading on AIM of the Company's Ordinary Shares.

A General Meeting is being convened to be held on 3 April 2009 at 11.00 a.m. at the offices of Brewin Dolphin Limited, 12 Smithfield Street, London EC1A 9BD at which a resolution to seek Shareholder approval for the Cancellation will be proposed.

A circular convening the General Meeting will today be posted to Shareholders and will shortly be available for download at the Company's website: www.vivomedica.com

The expected timetable of events is as follows:

2009 |
Despatch of this document 11 March |

Last date and time for receipt of Forms of 11.00 a.m. on 1 April |
Proxy |
General Meeting 11.00 a.m. on 3 April |

Last day for dealings on Ordinary Shares in 14 April |
AIM |
Expected date of cancellation of Ordinary with effect from 7.00 a.m. Shares from Admission on 15 April |

The full text of the Chairman's letter contained within the circular is set out below. Definitions in this announcement shall bear the same meaning as those in the circular to Shareholders.

To the holders of Ordinary Shares and, for information only, to holders of options over Ordinary Shares

Dear Shareholder,

PROPOSED CANCELLATION OF TRADING ON AIM AND NOTICE OF GENERAL MEETING

1. Introduction

The Company has today announced that it is seeking Shareholder approval for the cancellation of admission to trading on AIM of the Company's Ordinary Shares.

The purpose of this letter is to explain the rationale behind the proposed Cancellation and why the Directors unanimously consider the proposed Cancellation to be in the best interests of the Company and its Shareholders as a whole and to seek your approval for it. The notice of the General Meeting is set out at the end of this document.

2. Reason for the Cancellation of Admission

Following careful consideration, the Directors have concluded that it is no longer in the best interests of the Company or its Shareholders to maintain the admission to trading on AIM of the Ordinary Shares and consider that the costs of remaining quoted on AIM far outweigh the benefits.

The Company has previously announced that in order to continue with the Group's progress, further funds would be required. Following the recent well documented difficulties in the UK equity markets, it has become apparent over the last few weeks that such funds are not available from the public equity markets for a company of the size and at the stage of development of VivoMedica. This has led to significant pressure on both the Group's working capital requirements and the Group's ability to secure operational milestones. Accordingly, the Board has reviewed a number of options for alternative sources of funding. The Board has received indications that investment could be available from several investors who do not have a mandate to invest in AIM quoted companies. Your Board has
therefore determined that a de-listing from AIM is a preferred course of action to give the Company a better opportunity to access the funding required to enable the Group to continue with its strategy.

Furthermore the Company's quotation on AIM involves considerable direct costs to the Group, which management estimate to be in excess of GBP70,000 per annum. The Directors also believe that further substantial cost savings could be achieved in the future through revising the Company's current Board structure to ensure that it is commensurate with that of an unquoted company of the size of
VivoMedica if considered appropriate. Additionally the Directors consider that VivoMedica's listing on AIM results in a disproportionate amount of senior management time being spent in meeting the AIM Rules and related regulatory requirements, including reporting, disclosure and corporate governance requirements.

The Directors have given consideration to making a general offer to Shareholders by way of a rights issue or other pre-emptive issue but deem such a method to be inappropriate having regard to time and cost implications.

With the above considerations in mind, the Board has decided to propose cancelling admission to trading on AIM of the Ordinary Shares to focus on securing funds to grow the inherent value of the Company.
The Directors' intention is that the Company would remain a public but unlisted company.

3. Effect of the Cancellation on Shareholders
The principal effects of the Cancellation would be that:
| (a) there would no longer be a formal market mechanism enabling the Shareholders to trade their shares on AIM or any other market or tracking exchange (although the Company's CREST trading facility is expected to remain in place); |
| (b) the Company would not be bound to announce material events, administrative charges or material transactions nor to announce interim or final results;
| (c) the Company would no longer be required to comply with any of the additional specific corporate governance requirements for companies admitted to trading on AIM; and
| (d) the Company will no longer be subject to the AIM Rules and Shareholders will no longer be required to vote on certain matters as provided in the AIM Rules.

The Board will, however, continue to:
| (a) post information relating to the Company on its website at www.vivomedica.com;
| (b) continue to hold general meetings in accordance with the applicable statutory requirements and the Company's articles of association; and |
| (c) continue to send Shareholders copies of the Company's audited accounts in accordance with the applicable statutory requirements.

Shareholders should note that following the Cancellation the Company will remain subject to the provisions of The Takeover Code on the basis set out in those provisions.

4 Following the Cancellation

Whilst the Board believes that the Cancellation is in the Shareholders' interests, it recognises that the Cancellation will make it more difficult for Shareholders to buy and sell Ordinary Shares should they so wish. The Board intends to set up a matched bargain arrangement, provided by Brewin Dolphin, to enable Shareholders to trade the Ordinary Shares. Under this facility, it is intended that Shareholders or persons wishing to trade shares will be able to leave an indication with Brewin Dolphin that they are prepared to buy or sell at an agreed price. In the event that the matched bargain settlement facility is able to match that order with an opposite sell or buy instruction, Brewin Dolphin will contact both parties and then effect the bargain. Shareholders who do not have their own broker may need to register with Brewin Dolphin as a new client. This can take some time to process and therefore Shareholders who consider they are likely to use this facility are encouraged to commence it at the earliest opportunity. Once the facility has been arranged, details will be made available to Shareholders on the Company's website at www.vivomedica.com.

5 Approving the Cancellation and General Meeting

Under the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of the Shareholders voting in the General Meeting.
Accordingly, the notice of General Meeting to be held at 11 a.m. on 3 April 2009 at the offices of Brewin Dolphin Limited, 12 Smithfield Street, London EC1A 9BD set out at the end of this Circular contains a special resolution to approve the application to the London Stock Exchange for the Cancellation.
If the Resolution is approved, it is expected that the Cancellation will take effect on 15 April 2009 being at least 20 business days following the date of this letter and 5 clear business days following the date of the General Meeting.

6 Action to be taken by Shareholders

A Form of Proxy for use by Shareholders in connection with the General Meeting accompanies this document. Whether or not you intend to be present at the General Meeting, you are requested to complete and sign the Form of Proxy and return it to the Company's Registrars, Capita Registrars, Proxies, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, so as to be received no later than 48 hours before the commencement of the General Meeting.

Unless the Form of Proxy is received by the date and time mentioned in the instructions, it will be invalid. The completion and return of the Form of Proxy will not prevent you from attending the General Meeting and voting in person, if you so wish.

7 Recommendation

The Directors consider the Resolution to be in the best interests of the Company and therefore, unanimously recommend Shareholders to vote in favour of the Resolution at the General Meeting as they intend to do in respect of their own beneficial holdings of 2,522,857, Ordinary Shares representing 1.26 per cent. of the issued share capital at the date of this document. In addition, funds managed by Merlin Biosciences Limited have undertaken to vote in favour of the Resolution in respect of their shareholdings which amount to 100,257,775 Ordinary Shares which represent approximately 49.99 per cent. of the issued share capital at the date of this document.

Yours faithfully

Sir Christopher Evans Chairman

Contact
VivoMedica plc01795 414460
Peter Leyland, Chief Executive Officer
Susan Veness, Finance Director

Brewin Dolphin Investment Banking (NOMAD) 0845 213 4730
Mark Brady / Alison Barrow

Buchanan Communications020 7466 5000

Tim Anderson / Catherine Breen
ENDS This information is provided by RNS
The company news service from the London Stock Exchange
END

MSCKGGMFVGKGLZM

[oneillshaun] 04/3/2009 15:35

Nothing......

[digger27] 04/3/2009 15:20

Hi shaun - what indeed is going on?

[digger27] 04/3/2009 15:14

Strange goings on, has someone got wind of something or been eating too many baked beans?

[digger27] 27/1/2009 10:12

shaun - welcome home!!! Don't know what you mean about cab "and it is plus 2" as I cant afford to go out these days and as for £3.80 a pint glad I gave up drinking a few years ago.

Come to think of it tho, the amount of money I have lost here and elsewhere could have been better spent on booze and loose women. At least it would have put a smile on my face for a short while instead of looking in here to see if there is any news of worth only to grimace when the mm's drop it again for a couple of hundred quids worth of trades.

Need some news somewhere along the lines of RENE (which I also hold but still waiting for break even)but will it come soon? Surely they must be closer to securing a deal following the 2 collaborations. I was expecting a steady news flow to keep up the momentum but looks like that has stalled.

Hope springs eternal but it seems like the tap has been turned off here and we need a plumber!!

[haff1] 23/1/2009 12:07

..well put..

[digger27] 23/1/2009 11:56

Ouch - had a feeling this might happen with all those small sells going thru lately. Need some decent news here. Something along the lines of RENE would do nicely being as Chris Evans is heavily invested here as well. He did say to expect more to come from VVM in 2008 so it's about time to deliver.

[digger27] 16/1/2009 18:04

Happy New Year all !!!

These mm's need stringing up. 600 quids worth and they drop it 12%. That one trade of 53k was 33% BELOW the indicated bid the robbing gits. No wonder there's no trading here if they behave like that. I tried a few dummy sells late afternoon and they wouldn't quote for 10k so I assume they have wind of something or just shut up shop for the weekend.

Could do with some more updates here Mr.Leyland pretty please.

[oneillshaun] 24/12/2008 14:55

Hi mate I am good family is well.

Life in CR is also good heading to London for a week in January.

Merry xmas to you all even you Peter, lets hope 2009 is the year for vvm.

[digger27] 24/12/2008 11:11

Long time no hear shaun...hope all is good with you and your family.

Merry xmas to one and all here and everywhere else.

[haff1] 23/12/2008 16:43

... keep saying it.. someone is listening..

[digger27] 23/12/2008 12:06

or it goes up even more!!!!!!!!

[haff1] 23/12/2008 12:01

... lets hope the share price rise sees the day out....

[digger27] 23/12/2008 10:46

Someone showing confidence with that 300k buy... hmmm.

[pc4900074200] 18/12/2008 11:33

RNS Number : 3876K
Vivomedica PLC
18 December 2008

For immediate release 18 December 2008

VivoMedica plc ('the Company')

Result of General Meeting

The Company announces that at the general meeting held earlier today all the resolutions were duly passed.

Application has been made for the 200,555,662 new ordinary shares of 0.1p each to be admitted to trading on AIM. It is anticipated that the new shares will commence trading on 19 December 2008.

For further information, please contact:

VivoMedica plc 01795 414460
Peter Leyland, Chief Executive Officer

Buchanan Communications 020 7466 5000
Tim Anderson / Catherine Breen

Brewin Dolphin (Nominated Adviser) 0845 270 8610
Mark Brady / Alison Barrow

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

END

ROMEAFAPFFSPFFE

pc

[juan1to] 17/12/2008 17:00

digger27,
many thanks for your prompt replies, I really appreciate it.
Merry Christmas to you and everyone else in this forums.

[digger27] 17/12/2008 15:53

Juan1to - you would still have 50k shares valued at the CURRENT market price which equates to £300 if you were to sell at .6p bid price. It is the nominal value that is being reduced and has nothing to do with what price the stock exchange puts on the share.
For example BT's shares have a nominal value of 5p but are currently sitting at £1.40p. This technically means that if BT wanted to raise funds it could issue new shares at any price provided it was above 5p.

Dont expect your shares in VVM to increase in market valuation after the reorg but neither should they fall in market valuation unless there is bad news around the corner. We are sitting at .8p because that is what the market thinks each 2p nominal share is worth. If however we signed a mega contract then the market would react and revalue.

I first bought in at around 19p if that helps!!!

[juan1to] 17/12/2008 15:15

Hi digger27,

many thanks for your reply.
I'm not sure if I still undertandn what is really going to happen with my current shares if they issue the new shares at 0.1p.

Does that mean that, for example, if you have now the 50K shares, and they are worth about 300 pounds.... Later, when they do the "Shared Capital Reorganization", and the new shares will be 0.1p instead of 0.8p, then you will actually have 300/8 = around 37.5 pounds??? Is this correct?

If so, I guess it should be worth to sell them right now today (and at least get the 300 pounds back) before they do the share reorganizations (and only own 37.5 pounds, would you agree? Or am I completeley misunderstanding it and I should probably expect my shares to increase in value?

Many thanks again.

[digger27] 17/12/2008 13:19

juan1to - they are in need of funding and as the nominal value of a current share is 2p they cannot raise any capital by issuing new shares below that price. To get round this they will reorganise the nominal share value to 0.1p and you will still own the same number of shares which currently stand at 0.8p mid price. They can then issue new shares at any price above 0.1p which is going to cause dilution on possibly a massive scale but tempered by the fact we have working capital in the balance sheet by way of compensation.

I am not happy with this but this is the cost of going forward / survival and perhaps the city may decide that funding is a positive and rerate the share price upwards. It's a pity they couldn't get funding at a premium to todays share price but who would pay more than the going rate at times like these?

Perhaps there will be other news before funding goes ahead which may enhance the share price but I very much doubt it as those funding the company will want their pound of flesh for risking capital in the current climate. I was hoping we would have got more collaboration news before year end as intimated by Chris Evans in the results but that looks like it wont happen now.

Whatever you decide is up to you but don't expect any favours from our friendly mm's as I couldn't even get an online quote to sell 50k shares yesterday... 300 quids worth ffs!!!!