VSA Capital Group PLC Proposed cancellation of admission to AIM (1626B)

TIDMVSA

RNS Number : 1626B

VSA Capital Group PLC

28 March 2013

28 March 2013

VSA Capital Group plc

("VSA" or "THE COMPANY")

Proposed cancellation of admission to trading on AIM of the Ordinary Shares

VSA Capital Group plc (AIM: VSA), the international investment banking and institutional broking group, announces its intention to seek shareholder approval for the cancellation of the admission of its ordinary shares ("Ordinary Shares") to trading on AIM ("Cancellation").

The Board has concluded, after discussions with a number of the Company's shareholders ("Shareholders") and advisers, that the Cancellation is in the best interests of the Shareholders.

Pursuant to Rule 41 of the AIM Rules, the Directors have notified the London Stock Exchange of the date of the proposed Cancellation.

To enable Shareholders to buy and sell Ordinary Shares, VSA plans to put in place a matched bargain trading facility administered by Capita Registrars which will operate shortly after Cancellation. The Cancellation is conditional upon the approval of a resolution by not less than 75 per cent. of the votes cast by Shareholders at a General Meeting to be held on Wednesday 17 April 2013 ("Resolution").

Prior to making this announcement, the Board has sought the views of a limited number of Shareholders regarding the Cancellation. As a result of that consultation, the Board has received irrevocable undertakings from Shareholders, including Directors, representing 36.8 per cent. to vote in favour of the Resolution. Subject to the Resolution being passed at the General Meeting, it is anticipated that trading in the Ordinary Shares on AIM will cease at close of business on 29 April 2013. The proposed date for the Cancellation taking effect is 30 April 2013.

A notice convening the General Meeting and an accompanying letter from the Chairman ("the Circular") will be posted to Shareholders today and will be available on the Company's website shortly. The information in this announcement has been extracted from the Circular without material adjustment.

Background and reasons for the Cancellation

VSA was effectively a start-up business two and a half years ago and the business has had to develop in a highly competitive market in poor trading conditions. VSA has been pursuing a strategy of growing the retained corporate client base internationally as a foundation upon which to build an independent natural resource focused institutional broking and investment banking firm in the UK. Success has been made in building up both the client base and recurring income.

As we reported in the Company's interim statement last December, the market was experiencing some of the worst conditions of the last 30 years and this has continued to be the case. Low transaction and trading volumes continue and we have been experiencing competitive pricing for services. As a result, the Company expects to report a loss for the second half of the full year ending 31 March 2013 that will be similar to that reported for the first half of the year. The Directors have initiated a programme to reduce costs and to conserve cash, whilst maintaining an appropriate level of service to our corporate and institutional clients.

The perceived benefits of an AIM listing typically include access to equity capital markets, an enhanced corporate profile, a means to incentivise staff, and a mechanism to provide a market in the Company's shares. The Board has reached the view that the Company is not receiving all these benefits.

The Directors believe that it would now be better for the Company to operate in the private arena as this could enable further capital to be raised more easily and enable the Company to succeed in its longer term objective of becoming a profitable business serving its corporate and institutional clients internationally. There are significant costs associated with maintaining the Company's AIM quotation, including the annual fees payable to the London Stock Exchange, nominated adviser fees and other related professional costs. Cancellation of the Company's AIM quotation will, accordingly, reduce its recurring administrative overheads. Furthermore, Cancellation will reduce the amount of management time required in connection with being a publicly quoted company.

After careful consideration, the Directors have, therefore, concluded that the costs and commercial disadvantages of remaining listed on AIM outweigh the potential benefits and it is no longer in the best interests of the Company or its Shareholders to maintain the Company's admission to trading on AIM. The Board has, accordingly, decided to propose the Cancellation.

Upon Cancellation, the Board will remain unchanged and will accordingly comprise Gavin Casey, Andrew Monk and Joe Berger.

Recommendation

The Directors consider that the Cancellation is in the best interests of the Company and its Shareholders. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting as the Directors intend to do in respect of their respective beneficial holdings of, in aggregate, 9,350,000 Ordinary Shares, representing approximately 18.6 per cent. of the total issued share capital of the Company.

Expected timetable of principal events

 
 Posting of the Circular                            28 March 2013 
  and Notice of General Meeting 
-------------------------------  -------------------------------- 
 Record date                                   6.00pm. Monday, 15 
                                                       April 2013 
-------------------------------  -------------------------------- 
 Latest time and date for                      11.00am. Monday 15 
  receipt of completed Forms                           April 2013 
  of Proxy in respect of the 
  General Meeting 
-------------------------------  -------------------------------- 
 Time and date of the General                  11.00am. Wednesday 
  Meeting                                           17 April 2013 
-------------------------------  -------------------------------- 
 Expected last day of dealings               Monday 29 April 2013 
  on AIM 
-------------------------------  -------------------------------- 
 Cancellation becomes effective                7.00am. Tuesday 30 
                                                       April 2013 
-------------------------------  -------------------------------- 
 

Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a regulatory information service.

ENQUIRIES:

VSA Capital Group Plc

Andrew Monk, Chief Executive

Tel: [phone]

Nominated Advisor

Shore Capital

Bidhi Bhoma or Toby Gibbs

Tel: [phone]

Joint Broker

Peterhouse Corporate Finance

Jon Levinson Tel: [phone]

Public Relations

Blythe Weigh Communications

Tim Blythe

Tel: [phone]

Notes to Editors:

VSA Capital Group plc is an international investment banking and institutional broking group headquartered in London. Via its subsidiary, VSA Capital Limited, the group provides corporate finance, broking, research, sales and capital raising capabilities to companies in the natural resources sectors; Oil & Gas, Mining, Agriculture and Timber. VSA Capital Limited is authorised and regulated by the FSA and advises companies listed in London (AIM and the Main Market), Canada (TSX) Australia (ASX) and the USA (NYSE/OTCBB).

This information is provided by RNS

The company news service from the London Stock Exchange

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