TIDMSC.
RNS Number : 1581T
Supercart PLC
10 December 2012
10 December 2012
Supercart plc
Proposed cancellation of admission to trading on AIM of the
Ordinary Shares
1. Introduction
The Company has today announced that it intends to seek
Shareholder approval to cancel the admission of the Ordinary Shares
to trading on AIM. A circular will be sent to Shareholders
explaining the background to the proposed Cancellation and the
reasons why the Board considers the Cancellation to be in the best
interests of the Company and its Shareholders as a whole and to
seek Shareholder approval to the Cancellation at a General Meeting
convened for this purpose.
2. Rationale for the Cancellation
The Directors have been reviewing the merits or otherwise of the
Ordinary Shares continuing to trade on AIM. The following factors
were taken into account during their review:
-- that there is limited liquidity for the Ordinary Shares,
which stems from a tightly held share register, which reduces
demand. The current free float of the Company is approximately 26.3
per cent. of its issued share capital, with the majority of the
issued share capital held by Venture Holdings, who have continued
to support and fund the Company. The Directors do not consider the
AIM quotation to provide a meaningful trading platform for
investors;
-- since flotation on AIM in 2004 the Company has struggled to
achieve critical mass, despite various initiatives by the Board,
and support of certain key shareholders. As a result the cost base
which the Company carries is not sustainable given the current
level of sales and operating profitability. Many of the Company's
most significant costs relate directly and indirectly to
maintaining the quotation on AIM, including legal, accounting,
broking and nominated advisory services, all of which will be
reduced or eliminated without any direct impact upon the Company's
operations; and
-- there are alternative established trading platforms in place
which provide a forum for investors to trade shares on a matched
bargain basis. The Directors have identified an appropriate
platform to provide a dealing facility, which also provides an
automated low cost share registration service, details of which are
given below.
The Directors believe strongly that due to the lack of share
trading liquidity and the disproportionate costs associated with
maintaining a quotation on AIM that the admission of the Ordinary
Shares to trading on AIM cannot be justified and given the
opportunity to join an alternative trading platform the Company
should therefore seek the cancellation of the admission of its
Ordinary Shares to trading on AIM.
3. Strategy following the Cancellation
The Company was established to sell, market and distribute a
range of all-plastic supermarket trolleys, and sought admission to
trading on AIM in 2004 with the intention of developing new
products and broadening its operations in North America and Europe.
It has achieved certain of these goals, although the European
market has to date proved difficult to penetrate successfully.
Following the Cancellation, it is the intention of the Directors
that the operations of the Group will continue in the same form
with the objective of expanding from its profitable operations in
South Africa. The Directors are also considering various strategic
options for the further development of the Company following the
Cancellation, details of which will be provided to shareholders
directly.
4. Process for Cancellation
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the Cancellation, giving at
least twenty business days notice. Under the AIM Rules, it is a
requirement that the Cancellation is approved by the requisite
majority of Shareholders voting at the General Meeting (being not
less than 75 per cent. of the votes cast). Accordingly, the
Resolution set out in the Notice of General Meeting seeks the
Shareholders' approval to the Cancellation. Subject to the
Resolution being passed at the General Meeting and following a
further five business days (which must pass following approval by
the Shareholders in accordance with the AIM Rules), it is
anticipated that trading in the Ordinary Shares on AIM will cease
at close of business on 18 January 2013 with the Cancellation
taking effect at 7.00 a.m. on 21 January 2013.
The Company has received irrevocable undertakings to vote in
favour of Resolution from Shareholders holding 172,506,822 Ordinary
Shares in aggregate, representing approximately 73.7 per cent. of
the total voting rights of the Company.
Upon the Cancellation becoming effective, Charles Stanley
Securities will cease to be nominated adviser and broker to the
Company and the Company will no longer be required to comply with
the AIM Rules.
5. Effect of the Cancellation on Shareholders
The principal effects of the Cancellation would be:
-- there would no longer be a formal market mechanism enabling
Shareholders to trade their shares;
-- the Company would not be bound to announce material events,
nor to announce interim results; and
-- the Company would no longer be required to comply with any of
the corporate governance requirements for quoted companies.
6. Governance following the Cancellation
The Directors' intention is that the Company should remain a
public limited company but without having its shares admitted to
trading on a regulated public market.
Notwithstanding the Cancellation, the Company will continue to
publish annual reports and accounts and hold Annual General
Meetings and other General Meetings in accordance with the
applicable statutory requirements and the Company's articles of
association. Where the Board consider it to be in the interests of
the Company to do so, it will continue to post certain additional
information relating to the Company on its website. In addition,
Shareholders should note that the Company will also remain subject
to the provisions of the City Code on Takeovers and Mergers for a
period of 10 years from the Cancellation.
7. Transactions in the Ordinary Shares following Cancellation
Following the Cancellation, there will no longer be a formal
market mechanism enabling the shareholders to trade their shares
through AIM and the CREST facility will be cancelled.
However, while there can be no guarantee of any Shareholders
being able to purchase or sell any Ordinary Shares, the Company is
also putting in place a dealing facility through BritDAQ (which is
a registered representative of Walker Cripps Stockbrokers Limited,
a firm authorised and regulated by the Financial Services
Authority), which will enable shareholders to trade their shares on
a matched bargain basis. The Company is in receipt of the proposed
agreement with BritDAQ and intends to sign it within 14 days of the
Cancellation. BritDAQ's share matching service will provide a
platform through which Shareholders may trade the Ordinary Shares
following the Cancellation. Once the trading and share registration
facilities have been arranged, details will be sent to all
Shareholders. Further details can be found at www.britdaq.com.
The Company's CREST facility will be cancelled upon the
Cancellation becoming effective and those Shareholders who hold
Ordinary Shares in uncertificated form prior to Cancellation will
then receive share certificates.
8. General Meeting
A General Meeting will be held at 9.30 a.m. on 11 January 2013
at which the Resolution seeking approval for the cancellation of
the admission to trading on AIM of the Ordinary Shares will be put
to Shareholders.
9. Irrevocable Undertakings
The Directors have received irrevocable undertakings to vote in
favour of the Resolution from Venture Holdings, and the Directors,
who hold, in aggregate, 172,506,822 Ordinary Shares representing
approximately 73.7 per cent. of the total voting rights of the
Company.
11. Recommendation
For the reasons set out above, the Directors believe that the
Cancellation is fair and reasonable and is in the best interests of
the Company and its Shareholders as a whole. Accordingly, the Board
unanimously recommends Shareholders to vote in favour of the
Resolution as they themselves intend to do in respect of their own
beneficial holdings amounting to, in aggregate, 14,662,956 Ordinary
Shares representing approximately 6.3 per cent. of the total voting
rights of the Company.
Victor Segal
Chairman
Enquiries:
Supercart Plc 01732 459898
Chief Executive
Mike Wolfe
Charles Stanley Securities 020 7149 6000
Nominated Advisor and Broker
Russell Cook/Carl Holmes
Expected timetable of events
Despatch of this document (and the Forms of Proxy and
Instruction) 10 December 2012
Latest time and date for receipt of Forms of Proxy 9.30 a.m. on
9 January 2013
General Meeting 9.30 a.m. on 11 January 2013
Last day of dealings in Ordinary Shares on AIM 18 January
2013
Cancellation takes effect 7.00 a.m. on 21 January 2013
Definitions
"AIM Rules" the AIM rules for Companies as published and amended
by the London Stock Exchange from time to time
"Cancellation" the proposed cancellation of admission of the
Ordinary Shares to trading on AIM becoming effective in accordance
with the AIM Rules;
"Charles Stanley" Charles Stanley Securities, a trading division
of Charles Stanley & Co. Limited
"Company" or "Supercart" Supercart PLC
"CREST" the relevant system (as defined in the Uncertificated
Securities Regulations 2001) in respect of which Euroclear UK &
Ireland Limited is the operator (as defined in those
regulations)
"Directors" or "Board" the directors of the Company or any duly
authorised committee thereof
"Financial Services Authority" the Financial Services Authority of the United Kingdom
"General Meeting" the general meeting of the Company convened
for 9.30 a.m. on 11 January 2013 and any adjournment thereof
"Group" the Company, its existing subsidiaries and subsidiary
undertakings
"London Stock Exchange" London Stock Exchange plc
"Notice of General Meeting" the notice of General Meeting to be
sent to Shareholders
"Ordinary Shares" any or all of the 234,156,994 Ordinary Shares
of 0.4 pence each in the capital of the Company in issue at the
date of this document, all of which are admitted to trading on
AIM
"Resolution" the resolution set out in the Notice of General
Meeting
"Shareholders" holders of Ordinary Shares
"United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
" uncertificated" or "in uncertificated form" an ordinary share
recorded on a company's share register as being held in
uncertificated form in CREST and title to which, by virtue of the
Uncertificated Securities Regulations 2001, may be transferred by
means of CREST
"Venture Holdings" Venture Holdings BV, a company registered in
the Netherlands, the registered office of which is at
Stravinskylaan 3105, Atrium 7th Floor, 107 7ZX, Amsterdam, the
Netherlands and which beneficially holds 157,843,866 Ordinary
Shares representing approximately 67.4 per cent. of all the
Ordinary Shares
This information is provided by RNS
The company news service from the London Stock Exchange
END
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