TIDMRSI TIDMTHAL
RNS Number : 5944A
Rock Solid Images plc
02 April 2012
PRESS RELEASE
2(nd) April 2012
Houston
RSI (Rock Solid Images plc AIM: RSI)
Response to Offer by Thalassa Holdings
The Board of Rock Solid Images (RSI) notes the announcement by
Thalassa Holdings Ltd ('Thalassa') of an offer to acquire up to
approximately 25.89% of the issued share capital of the Company at
a price of 0.48 pence per share in cash or a share alternative of 1
Thalassa share for every 43 RSI shares held. There have been no
substantive discussions between the companies, and the Board of RSI
is concerned that Thalassa has provided no evidence that they will
bring any added economic or industrial assistance to the business
in the next phase of the Company's development.
From our knowledge of the companies, the Board of RSI sees no
strategic or operational synergies between the businesses. RSI and
Thalassa operate in very different segments of the geophysical
services industry: Thalassa appears to focus on marine seismic
operations in partnership with major geophysical service companies,
whereas RSI provides quantitative interpretation and integration of
seismic, CSEM and well log data directly to oil and gas companies.
Put simply, the Directors believe that many of Thalassa's customers
are RSI's competitors.
In respect of their own shareholdings, the Directors do not
propose to take up Thalassa's offer. The Company announced on 12th
March that it was seeking shareholder approval to de-list the
Company from AIM and a General Meeting has been called for 11am on
4th April to that effect. For convenience a copy of that
announcement is set out as Appendix A below. CONTACT:
Richard Cooper - Chief Executive Officer +1 713 723 2566
Bob Auckland - Chief Financial Officer +44 (0) 7919 490911
Peter Reilly - Non Executive Chairman +44 (0) 7881 920542
FoxDavies Capital (Nominated Advisor and Broker) +44 (0) 203 463 5000
Barry Saint
Simon Leathers
www.rocksolidimages.com
Appendix A
12 March 2012 - Announcement Strategic Review, End of Offer
Period, Trading update, Proposed Cancellation of Admission of
Shares to Trading on AIM RSI is pleased to provide the following
strategic review and trading update for the six months ended 29
February 2012. Strategic Review completed and end of the Offer
Period: The strategic review has now been completed and the key
outcomes are: -- The Company offers two complementary and parallel
business streams to its clients: Well and Surface Seismic services
(WSS) and Well data Integrated with Seismic and Electromagnetic
data (WISE). That offering will remain unchanged as a result of the
strategic review; -- In its WISE product, the Company has a unique
offering that is at a relatively early stage of the adoption cycle
and a sale of the Company now would be unlikely to deliver full
value to shareholders; and -- The Board has concluded that raising
capital to continue to build on the significant progress made may
well be more achievable if the Company de-lists from AIM and,
accordingly, it has resolved to take steps to pursue the delisting
of the Company's shares from trading on AIM. The Company is not in
consideration of any offers for the entire issued share capital of
the Company and nor are any further offers being solicited.
Consequently the Company can confirm that it is no longer in an
"Offer Period" for the purposes of the Takeover Code. Financial
update: The Group's half year ended on 29 February 2012. Revenues
for each of its operating divisions in the six months to 29
February 2012 are expected to be as follows: -- Seismic
characterisation revenues are expected to be GBP1.6 million (six
months to 28 February 2011: GBP1.3 million); and -- The WISE
seismic/CSEM integrated product line will achieve revenues of
approximately GBP0.3 million (six months to 28 February 2011:
GBP0.6 million). In aggregate, the Group's revenues are expected to
be approximately GBP1.9 million for the six months to 29 February
2012 compared to GBP1.8 million (as adjusted for discontinued
operations) for the six months to 28 February 2011. The Group is
expecting to make a gross profit contribution of approximately
GBP0.7 million representing approximately 35% of revenues for the
six months to 29 February 2012. This compares with a gross profit
contribution of approximately GBP0.5 million representing 29% of
revenues for the six months to 28 February 2011. As revenues
improve in the second half of the financial year so should the
gross profit percentage on revenues. The Group continues to carry a
corporate overhead, which is currently disproportionately high
compared to the contribution from its trading activities, which
will result in a pre-tax loss in the GBP1.8 to GBP1.9 million range
being reported for the six months to 29 February 2012. This
compares with a GBP1.5 million pre-tax loss (as adjusted for
discontinued operations) for the same period last year. The Group's
cash balance at 29 February 2012 was GBP0.3 million, compared to
GBP1.7 million at 31 August 2011. The figures for the six months to
29 February are unaudited and have yet to be reviewed by the
Group's Independent Auditors. Current trading and prospects: Since
18 January 2012, when the Company reported its results for the 12
months ending 31 August 2011, it has continued to move forward with
developing its business. Sales revenues in January and February
were less than anticipated due to operational delays in processing
client data, however management has now resolved the issue and the
processing team is working hard to catch up. Revenues in the second
half are anticipated to be significantly above those of the first
half and will benefit from the large contract awards announced in
November, December and January. Consequently the second half is
expected to also be significantly more profitable than the first
half at the pre-tax level. Total revenues for the full year to 31st
August 2012 are expected to be in the GBP5.5 to GBP7 million range,
which compares favourably with revenues of GBP4.0 million for the
year ended 31st August 2011. Although the Company's backlog and
prospective pipeline are at record levels the aforementioned
production delays and larger contracts require the Company to have
a stronger working capital base and in order to address this short
term requirement the Board has agreed, subject to finalising
legally binding documentation, with EuroTrans Skips AS
("EuroTrans") and East Hill Venture Fund, LLP (an affiliate of East
Hill Hedge Fund, LLC ("East Hill")) two of the Company's largest
shareholders, to put in place a secured Credit Facility of up to $1
million. To the extent that it is drawn upon (and an initial
advance of $250,000 has already been made) the Credit Line facility
will carry an annual interest charge of 10.75% above US prime and
will expire on 30 September 2012. Due to their respective holdings
of 24.82% and 12.13% in the ordinary share capital of the Company,
EuroTrans and East Hill are classified as related parties for the
purposes of the Credit Facility. The directors of the Company have
consulted with its nominated adviser, Fox-Davies Capital Limited,
and consider that the terms of the Credit Facility are fair and
reasonable insofar as the Company's shareholders are concerned.
Proposed Cancellation of Admission of Shares to Trading on AIM and
Notice of General Meeting:
1. Background to the proposed Cancellation Having undertaken a review of both the advantages and disadvantages of maintaining admission of the Ordinary Shares to trading on AIM, and after extensive discussions with the Company's three largest shareholders, the Directors, in consultation with those shareholders, have concluded that the admission should be cancelled. In reaching this conclusion, the Directors have taken the following factors into account: -- in the Directors' opinion, the trading price of the Ordinary Shares on AIM does not reflect the true value of the Company and its business; -- given the overall market conditions for small quoted companies, the Directors are of the opinion that it is (and will continue to be) difficult for the Company to attract meaningful equity investment through its continuing trading on AIM and the AIM quotation may be a detracting factor for potential private equity investors; -- the AIM quotation of the Ordinary Shares does not, in itself, offer investors the opportunity to trade in meaningful volumes or with frequency within an active market. With little trading volume, the Company's share price can move up or down significantly following trades of small numbers of shares; and -- the Directors estimate that annual direct and indirect costs of the Ordinary Shares' AIM quotation are at least GBP125,000. This estimate includes quotation expenses and advisory, legal and audit fees but excludes any costs associated with the considerable amount of senior executive time which is also spent dealing with the issues related to the AIM quotation. Given the overall market conditions for small quoted companies and the concentrated nature of the Company's shareholding, the Directors see no reason to believe the low valuation and liquidity will change substantially and consistently. Further, the Directors expect that the low valuation and liquidity will continue to impact directly and negatively on the Company's ability to raise adequate equity and debt financing based on appropriate valuations, and this could potentially damage the medium- and long-term interests and objectives of the Company. The Directors also believe that following the Cancellation the Company will, over time, be in a better position to attract investment from the private market on terms driven by a fundamental valuation of the business rather than a depressed public market price. The Directors believe this will, over time, allow a more favorable development of the Group with less
dilution to shareholders. Despite the trading progress made as
set out in the Company's trading update published today, the
Directors do not anticipate an improvement in conditions in the
short to medium term sufficient for the benefits of the AIM
admission to outweigh the associated costs. Pursuant to AIM Rule
41, cancellation of the admission of the Ordinary Shares to trading
on AIM requires the consent of not less than 75 per cent. of votes
cast by Shareholders (in person or by proxy) in a general meeting.
The Company has notified the London Stock Exchange of the proposed
Cancellation. It is anticipated that a circular (the "Circular")
seeking the approval of Shareholders to the delisting will be
issued to Shareholders on or about Thursday 15 March. In the event
that Shareholders approve the Cancellation, it is anticipated that
the last day of dealings in the Ordinary Shares on AIM will be 12
April 2012 and that the effective date of the Cancellation will be
13 April 2012.
2. Principal effects of the Cancellation The principal effects of the Cancellation will include (amongst others): -- there will be no public stock market on which Shareholders can trade their Ordinary Shares. While the Company intends to put in place a third party trading facility as described below, there can be no assurance that a Shareholder will be able to purchase or sell any Ordinary Shares following Cancellation;
-- no price will be publicly quoted for the Ordinary Shares; and -- the Company will not be subject to the AIM Rules and, accordingly, it will not (amongst other things) be required to retain a nominated adviser or to comply with the requirements of AIM in relation to the disclosure of price sensitive information or the disclosure of information on corporate transactions. It is however the Directors' intention to maintain active communication with Shareholders as described below. If the Cancellation becomes effective, this will not affect the Company's position as a public limited company for the purposes of the UK Companies Act 2006 and the Board anticipates the Company will continue to be subject to the rules and other provisions of the UK Takeover Code for a period of ten years following the delisting becoming effective.
3. Transactions in the Ordinary Shares following the Cancellation Whilst the Board believes that the Cancellation is in the best interests of Shareholders and the Company, it recognises that the Cancellation will make it more difficult for Shareholders to buy and sell Shares should they wish to do so. The Company therefore intends to put in place a third party matched bargain trading facility for at least one year following the delisting to assist shareholders to trade in the Company's shares. Under this third party facility, Shareholders or persons wishing to acquire Ordinary Shares will be able to leave an indication with the third party facility provider that they are prepared to buy or sell at an agreed price. In the event that the third party facility provider is able to match that order with an opposite sell or buy instruction, the third party facility provider will contact both parties and then effect the bargain. Once such arrangements have been set up by the Company, details will be made available to Shareholders on the Company's website at www.rocksolidimages.com. If Shareholders wish to buy or sell Ordinary Shares on AIM they should do so prior to the Cancellation becoming effective. As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 12 April 2012 and that the effective date of the Cancellation will be 13 April 2012.
4. Settlement on CREST and Registrars The Shares will remain eligible for settlement in CREST. Accordingly, Shareholders will continue to be able to hold their Shares in CREST after the Cancellation. Capita Registrars will continue to serve as the Company's registrars.
5. Communications with Shareholders following the Cancellation The Board intends to maintain active communication with its shareholders, and will continue to post information in relation to the Company on the Company's investor relations website at www.rocksolidimages.com. It is also the Director's current intention to: -- hold general meetings in accordance with applicable statutory requirements and the Company's articles of association (the "Articles"); -- send Shareholders copies of the Company's audited accounts in accordance with applicable statutory requirements and the Articles; and -- post certain information relating to the Company, including details of any arrangements made to assist Shareholders to trade in Ordinary Shares, on its website. As the Ordinary Shares are currently admitted to trading on AIM, the Company is not currently required to comply with the provisions of the UK Corporate Governance Code issued in June 2010 by the Financial Reporting Council. Nevertheless, the Company seeks, within the practical confines of being a small company and in so far as practicable, to act in compliance with these principles of good governance and following the Cancellation, whilst the Directors currently intend that the Company should continue to seek to comply with them insofar as is appropriate for an unquoted company, it is likely that the costs of certain aspects of corporate governance may be reduced, for instance it may not be practical to continue to have three independent non-executive directors on the Company's Board after Cancellation.
6. General Meeting It is currently anticipated that a General Meeting will be held at 11.00 a.m. on Wednesday 4th April 2012 at the offices of Pinsent Masons LLP, 30 Crown Place, London EC2A 4ESfor the purpose of seeking Shareholders' approval to the Resolution. Notice of the General Meeting will be set out at the end of a Circular explaining the Board's rationale for seeking the Cancellation and convening the General Meeting, to be posted to shareholders on Thursday 15th March 2012 and to be made available at the Company's website at www.rocksolidimages.com.
7. Action to be taken A Form of Proxy for use by Shareholders at the General Meeting will be enclosed with the Circular to be posted to Shareholders and available at the Company's website at www.rocksolidimages.com. Whether or not Shareholders intend to be present at the General Meeting they are asked to complete, sign and return the Form of Proxy to the Company's Registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, as soon as possible but in any event so as to arrive no later than 11.00 a.m. on Monday 2nd April 2012. The completion and return of a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they wish to do so. Accordingly, whether or not Shareholders intend to attend the General Meeting in person they are urged to complete and return the Form of Proxy as soon as possible. The Company's website may not be used for any purpose in connection with the General Meeting other than as may be expressly set out in this document.
8. Directors' recommendation The Directors consider that the Resolution will be in the best interests of the Company and its Shareholders as a whole and, accordingly, the Directors intend unanimously to recommend that Shareholders vote in favor of the Resolution to be proposed at the General Meeting as they intend to do (or to procure that others do) in respect of their own direct or indirect legal or beneficial holdings of 4,092,992 Ordinary Shares representing 2.59 per cent. of the current issued share capital of the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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