RS Announces Mailing of Information Circular and Intention to Delist From the NEX
01 Giugno 2011 - 3:00PM
PR Newswire (Canada)
CALGARY, June 1, 2011 /CNW/ -- CALGARY, June 1, 2011 /CNW/ - RS
Technologies Inc. ("RS" or the "Corporation") (CVE: RS.H), a
technology innovator and manufacturer of advanced composite
products for infrastructure markets, announced today that it has
mailed its information circular - proxy statement ("Information
Circular") for its upcoming annual general and special meeting of
shareholders (the "Meeting") to be held on June 22, 2011. At the
Meeting, among other matters, shareholders will be asked to
consider, and if thought appropriate, pass a resolution authorizing
the delisting of the common shares ("Common Shares") of the
Corporation from the facilities of the NEX Board ("NEX") of the TSX
Venture Exchange ("TSXV"). In evaluating future opportunities for
RS, the board of directors of RS has determined that it is
currently in the best interests of RS to delist the Common Shares
from the facilities of the NEX. As such, subject to obtaining prior
written consent for the delisting as further discussed below,
shareholders will be asked at the Meeting to approve (among other
things) a resolution authorizing the delisting of the Common Shares
from the facilities of the NEX. Provided that such resolution
is passed, and RS completes the delisting of the Common Shares from
the NEX, the Common Shares will not be listed and posted for
trading on any marketplace and there will be no public liquid
market to trade the Common Shares. Pursuant to the policies of the
NEX, in order to voluntarily delist the Common Shares from the
facilities of the NEX, a majority of the holders of Common Shares,
excluding those Common Shares where direct or indirect beneficial
ownership of, or control or direction is held by, directors and
officers of RS, must approve the delisting. Although RS currently
expects to seek shareholder approval for the delisting at the
Meeting, RS may also seek (and obtain) the requisite shareholder
approval by way of written consent resolution prior to the Meeting
with the result that there will not be a need to proceed with the
resolution at the Meeting. RS believes that a delisting of the
Common Shares from the facilities of the NEX will provide a number
of immediate benefits to RS, including among others, the following:
-- the NEX places a limit on the size of any financing transaction
that RS may pursue, including a rule that, subject to certain
exceptions, RS may not raise more than $500,000 in aggregate
through the issuance of securities in any 12 month period; -- by
not being listed, RS believes it will be able to pursue the most
beneficial transaction that may be available at any given time,
without being subject to rules and policies of a stock exchange
that may hinder or delay a transaction, providing RS with the
maximum amount of flexibility to structure a transaction to meet
its current and future needs; -- subsequent to de-listing, RS will
continue to be a "reporting issuer" in certain jurisdictions in
Canada and remain subject to continuous disclosure requirements,
including the timely issuance of press releases, financial
statements, management's discussion and analysis and various other
disclosure documents for the benefit of shareholders; and -- as the
Corporation seeks to reduce costs and expenses, the Corporation has
determined that it may realize additional savings by eliminating
the associated costs and expenses of maintaining a listing of its
Common Shares on a public exchange. Further information on the
proposed delisting and RS' reasons for the delisting are set forth
in the Information Circular which shareholders are encouraged to
read. About RS RS is an ISO 9001:2008 certified technology
innovator that develops advanced composite material products for
infrastructure markets. The composite products manufactured using
the company's proprietary resins and processes are typically
lighter, more durable and longer-lasting than competing products
made from the traditional building blocks of wood, steel or
concrete. RS's flagship product is its award-winning RStandard(®
)composite pole. The pole is used as transmission and distribution
poles to carry electric grids and as communication structures for
various uses including wireless networks and microwave
communications systems. For the latest on RS's developments, go to
the company's website at www.grouprsi.com. "RStandard" is a
registered trademark of RS. Reader Advisory Certain information set
forth in this news release, including the intention of RS to apply
to voluntarily delist its common shares from the NEX, contains
forward-looking statements which are based on RS's current internal
expectations, estimates, projections, assumptions and beliefs,
which may prove to be incorrect. Some of the forward-looking
statements may be identified by words such as "expects",
"anticipates", "believes", "projects", "plans" and similar
expressions. These statements are not guarantees of future
performance and undue reliance should not be placed on them. Such
forward-looking statements necessarily involve known and unknown
risks and uncertainties, which may cause RS's actual performance
and financial results in future periods to differ materially from
any projections of future performance or results expressed or
implied by such forward-looking statements. These risks and
uncertainties include, among other things, RS not obtaining the
requisite shareholder approval for the de-listing, the NEX not
approving the de-listing application; RS not realizing the benefits
of de-listing as set forth herein; RS not securing additional funds
for its working capital needs to continue as a going concern; RS's
lack of revenues and unpredictability of future revenues; the
uncertainty of the profitability of existing and contemplated
products of RS; RS's ability to raise capital on acceptable terms
when needed; RS's ability to attract and retain key employees;
competition from established competitors with greater resources;
the uncertainty of the developing markets in which RS operates; the
risks associated with rapidly changing technology; RS's reliance on
third parties to supply raw materials and the cost of such raw
materials; intellectual property risks, foreign exchange rate
fluctuations and changes in general economic, market and business
conditions. Many of these risks and uncertainties are described in
RS's annual information form for the year ended December 31, 2010
and other documents RS files with the Canadian securities
authorities. The forward-looking statements are made as of the date
hereof and RS assumes no obligation to update or revise such
statements to reflect new events or circumstances except as
required by applicable securities laws. To view this news release
in HTML formatting, please use the following URL:
http://www.newswire.ca/en/releases/archive/June2011/01/c9500.html p
RS Technologies Inc.br/ Laurien Abel, Investor Relations and
Communicationsbr/ Tel: (403) 219-8000 Fax: (403) 219-8001br/
Email: a href="mailto:info@grouprsi.com"info@grouprsi.com/a /p
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