Proposed Delisting & Notice of GM

 

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 | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
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| 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: 
 
 
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| (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); | 
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|                                        |                                                                                                                                                                                                                                    | 
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| (b)                                    | the Company would not be bound to announce material events, administrative charges or material transactions nor to announce interim or final results;                                                                              | 
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|                                        |                                                                                                                                                                                                                                    | 
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| (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                                                              | 
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|                                        |                                                                                                                                                                                                                                    | 
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| (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.                                                                        | 
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The Board will, however, continue to: 
 
 
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| (a)                                    | post information relating to the Company on its website at www.vivomedica.com;                                                            | 
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|                                        |                                                                                                                                           | 
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| (b)                                    | continue to hold general meetings in accordance with the applicable statutory requirements and the Company's articles of association; and | 
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|                                        |                                                                                                                                           | 
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| (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 
 
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