RNS Number : 8978H
SatCom Group Holdings plc
02 March 2010
Press Release 2 March 2010
SatCom Group Holdings plc
("COMPANY" or "SATCOM")
Proposed cancellation of Admission to trading on AIM
and
Notice of General Meeting
The Directors of the Company ("Directors" or "Board") have decided to seek shareholders' approval for the cancellation of the Company's admission to trading on AIM ("Delisting").
Reasons for the Delisting
The Directors believe that the current market capitalisation of the Company does not reflect its financial performance or prospects, leading to an inappropriate perception by customers and suppliers of the financial standing of the Company. Consequently the Directors believe that the continuing admission no longer sufficiently provides the Company with the advantages of providing access to capital or enabling the Company's Ordinary Shares to be used to effect acquisitions without unattractive dilution. The Directors also believe that the large share price spread makes share dealing for investors unattractive and as such the Company's Ordinary Shares are illiquid. Further, the Company will be able to utilise the costs associated with the trading on AIM and the amount of senior management time entailed in maintaining its admission to trading on AIM towards growing the business for the benefit of the Company's Shareholders.
Therefore, following careful consideration, the Directors have concluded that it is no longer in the best interests of the Company or its Shareholders for SatCom to maintain its admission to trading on AIM.
Following Delisting
The Board's current priorities are to continue to develop its broadband range of products and services and seek possible strategic acquisitions. The Company will continue to work at maximising value for its Shareholders.
The Company will endeavour to continue to provide a number of the same or similar facilities and services to Shareholders which are currently enjoyed as Shareholders of an AIM company. These include:
continued provision of the Company's audited accounts;
provision of a matched bargain share dealing service to Shareholders; the Company is currently investigating such a dealing service and will endeavour to ensure that it is in place as soon as practicable following the Delisting, to enable Shareholders to trade their Ordinary Shares;
maintenance of pages on the current website along the lines of AIM Rule 26, which makes available certain key information to Shareholders (www.satcomgroup.com).
Immediately following the Delisting, there will be no formal market facility for dealing in the Ordinary Shares and no price will be publicly quoted. As a result the Board recognises that the Delisting will make it more difficult for the Shareholders to buy and sell Ordinary Shares should they want to do so. In view of this and in order to assist Shareholders, the Board intends, as soon as practicable following the Delisting, to facilitate a dealing arrangement to enable Shareholders to trade the Ordinary Shares. Once the facility has been arranged, details will be made available to Shareholders via the Company's website: www.satcomgroup.com.
General Meeting
In accordance with the AIM Rules the Board has posted a circular to shareholders setting out further details of the proposed Delisting and convening the required General Meeting ("Circular"). The General Meeting is convened for 11.00 a.m. on 24 March 2010 at the offices of Shoosmiths, Apex Plaza, Forbury Road, Reading, RG1 1SH at which the necessary resolution to effect the Delisting will be put to the shareholders of the Company.
In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the intention to delist subject to Shareholder approval. Under the AIM Rules, it is a requirement that the Delisting is approved by the requisite majority of Shareholders voting at the General Meeting (being not less than 75 per cent. of the votes cast). Subject to the resolution being passed it is anticipated that trading in the Ordinary Shares on AIM will cease at the close of business on 31 March 2010 with Delisting taking effect at 7.00 a.m. on 1 April 2010.
Upon the Delisting becoming effective, Arden Partners Plc 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 including the rules in relation to disclosure of information in relation to the Company. Shareholders should note however that the Company will nevertheless remain subject to the provisions of the City Code on Takeovers and Mergers for a period of at least 10 years from the date of the Delisting.
Intentions to vote in favour of the Resolution
The Directors together with Adam Thompson, who is a member of the senior management of the Group, intend to vote in favour of the resolution in respect of their own beneficial holdings. The Directors have an aggregate holding of 37,861,334 Ordinary Shares and Adam Thompson has a holding of 10,659,000 Ordinary Shares. Together these holdings amount to 48,520,334, representing approximately 81.4 per cent. of the Ordinary Shares in issue.
Ends-
For further information:
SatCom Group Holdings plc
Mark White, Chief Executive Officer Tel: +44 (0) 1722 439 206
mark.white@satcomgroup.com www.SatComgroup.com
Martin Ward, Chief Financial Officer Tel: +44 (0) 1722 439 201
martin.ward@satcomgroup.com www.SatComgroup.com
Arden Partners plc
Fred Walsh / Matthew Armitt Tel: +44 (0) 207 614 5900
fred.walsh@arden-partners.com www.arden-partners.co.uk
Media enquiries:
Abchurch Communications Tel: +44 (0) 20 7398 7700
Heather Salmond/ Mark Dixon Tel: +44 (0) 20 7398 7729
mark.dixon@abchurch-group.com www.abchurch-group.com
This information is provided by RNS
The company news service from the London Stock Exchange
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