(TLT.L) Tolent PLC Buy/Sell

RNS Number : 1594H

16 February 2010

NOTICE

(88)

16/02/2010 7:00am

CANCELLATION OF ADMISSION OF SECURITIES TO TRADING ON AIM

TOLENT PLC

At the request of the company trading on AIM for the under-mentioned securities have been cancelled from 16/02/2010 7:00am.

Ordinary Shares of 10p each (0-826-853)(GB0008268533)

fully paid

If you have any queries relating to the above, please contact the company's nominated adviser on 0845 270 8610

Ref: AIMNOT88

This information is provided by RNS The company news service from the London Stock Exchange

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RNS Number : 8302G Tolent PLC 08 February 2010

Tolent plc

8 February 2010

Result of General Meeting

The Company announces that at the General Meeting of the Company held earlier today the resolution put to shareholders was passed.

Following the resolution being passed, cancellation of the Company's ordinary shares from trading on AIM will occur with effect from 7.00 a.m. on 16 February 2010.

For further information, please contact:

Tolent plc 0191 487 0505

Peter Hems, Chairman

John Woods, Chief Executive Officer

Andy Clark, Finance Director

Brewin Dolphin Investment Banking 0845 270 8610

Andrew Emmott

ENDS

This information is provided by RNS The company news service from the London Stock Exchange

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RNS Number : 6015F Tolent PLC 15 January 2010

Tolent plc

15 January 2010

PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM AND NOTICE OF GENERAL MEETING

Tolent plc, the AIM listed construction group, announces its intention to convene a General Meeting to be held on 8 February 2010 for the purpose of seeking shareholder approval for the cancellation of its trading on AIM.

An explanatory circular ('Circular') setting out the details of the proposal together with a notice of General Meeting, has been posted to shareholders today.

Extracts of the text of the Chairman's letter contained within the Circular are set out below. Definitions in this announcement shall bear the same meaning as those in the Circular to Shareholders.

Reason for the Cancellation of Admission

The perceived benefits of an AIM listing usually include access to funding, enhanced corporate profile and liquidity in the company's shares. The Board has reached the view that the Company is not receiving these benefits to any extent that would justify the costs and management time associated with maintaining the listing. Furthermore, the requirements to provide trading updates under the AIM Rules are proving commercially disadvantageous in the current climate. The Board therefore believes that the Company's interests would be better served if the Company were to operate as an unlisted company without the requirements of an AIM listing.

The Company has been listed on AIM since its demerger from Amco Corporation Plc (now called Billington Holdings Plc) in 1999. At no time since joining AIM has the Company sought to raise money from the markets, nor is it likely to attempt to do so. Furthermore, if it were to attempt a significant capital raising by way of a share issue, the Board does not believe it would be successful in the current economic climate.

The Board considers that corporate profile as a public company can create a perception of a more substantial business adding credibility with customers and potential customers. However, the Company's competitors are often either very large public companies or private companies. Large public companies are able to carry out their activities through a number of different trading operations such that announcements and disclosures of results for the public company as a whole might not reveal the true performance of the business of any particular subsidiary in its group. Private companies only have the requirement to produce accounts annually, which can help them to delay customers becoming aware of any deterioration in their performance, for example. However, Tolent is more transparent owing to its relatively small size and AIM listing with its requirement for regular trading updates and, in the current climate, where activity levels are low, it is not difficult for customers to identify the impact that their contract is having on the Company's results and to use that to their commercial advantage.

Volatility in the share price and the apparent discount or premium to the Group's net assets from time to time can also create a misleading view of the Company. Tolent's management find that considerable effort is often required to address the perceptions created with customers and suppliers before they will deal with the Company and the Board considers that Cancellation will remove this factor from discussions with customers and suppliers.

In addition, Cancellation will result in savings in management time and costs associated with meeting the AIM Rules and related regulatory requirements including reporting, disclosure and corporate governance requirements.

Trading in the Ordinary Shares is already very limited and demand for the Ordinary Shares from investors is low, as demonstrated by the share price performance over the past three years. The Board acknowledges that Cancellation will make it more difficult to trade in the Ordinary Shares but does not believe that this outweighs the commercial benefits to be gained in de-listing from AIM. However, it is important that Shareholders can trade in the Ordinary Shares and the Company is making arrangements for a matched bargain trading facility to be made available through Brewin Dolphin, further details of which are given at section 4 below.

Following careful consideration, the Directors have therefore concluded that it is no longer in the best interests of the Company or its Shareholders to maintain the Company's admission to trading on AIM of the Ordinary Shares and consider that the direct costs and commercial disadvantages of remaining listed on AIM far outweigh the potential benefits. The Board has therefore decided to propose the Cancellation. The Directors' intention is that the Company should remain a public but unlisted company.

Effect of the Cancellation on Shareholders

The principal effects of the Cancellation would be that:

(a) there would no longer be a formal market mechanism enabling the Shareholders to trade their Ordinary Shares on AIM or any other market or trading exchange;

(b) the Company would not be bound to announce material events, administrative changes or material transactions nor to announce interim or final results;

(c) the Company would no longer be required to comply with any of the additional specific corporate governance requirements for companies admitted to trading on AIM; and

(d) the Company will no longer be subject to the AIM Rules and Shareholders will no longer be required to vote on certain matters as provided in the AIM Rules.

In addition, the Cancellation might have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser.

The Board will, however, continue to:

(a) post information relating to the Company on its website at www.Tolent.co.uk;

(b) continue to hold general meetings in accordance with the applicable statutory requirements and the Company's articles of association; and

(c) continue to provide access to and/or provide copies of the Company's audited accounts in line with the recently adopted electronic communications policy and in accordance with the applicable statutory requirements and the methods agreed with each Shareholder.

Shareholders should note that following the Cancellation the Company will remain subject to the provisions of The City Code on Takeovers and Mergers on the basis set out in those provisions.

The Company's CREST trading facility will remain in place for so long as it remains economic to do so.

Share dealing following the Cancellation

Whilst the Board believes that the Cancellation is in the interests of Shareholders as a whole, it recognises that Cancellation will make it more difficult for Shareholders to buy and sell Ordinary Shares should they so wish. Accordingly, the Board intends to set up a matched bargain arrangement, provided by Brewin Dolphin, to enable Shareholders to trade the Ordinary Shares. Under this facility, it is intended that Shareholders or persons wishing to trade Ordinary Shares will be able to leave an indication with Brewin Dolphin that they are prepared to buy or sell at an agreed price. In the event that the matched bargain settlement facility is able to match that indication with an opposite sell or buy instruction, Brewin Dolphin will contact both parties to effect the bargain. Shareholders who do not have their own broker may need to register with Brewin Dolphin as a new client. This can take some time to process and therefore Shareholders who consider they are likely to use this facility are encouraged to commence it at the earliest opportunity. Once the facility has been arranged, details will be made available to Shareholders on the Company's website at www.tolent.co.uk.

Approving the Cancellation and General Meeting

Under the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of the Shareholders voting in the General Meeting. Accordingly, the notice of General Meeting to be held at 11 a.m. on 8 February 2010 at the offices of the Company set out at the end of this document contains a special resolution to approve the application to the London Stock Exchange for the Cancellation.

If the Resolution is approved, it is expected that the Cancellation will take effect at 7.00 a.m. on 16 February 2010 being at least 20 business days following the date of this letter and 5 clear business days following the date of the General Meeting.

Letters of intent

The Company has received letters of intent from Gutenga Investments PCC Limited, Gutenga Holdings Limited (Trustee of the Tolent Employee Share Ownership Trust) and Tarom Foundation in respect of the 9,421,318 Ordinary Shares held by them, representing 73.4 per cent. in aggregate of the issued share capital of the Company confirming their intention to vote in favour of the Resolution.

Action to be taken by Shareholders

A Form of Proxy for use by Shareholders in connection with the General Meeting accompanies this document. Whether or not you intend to be present at the General Meeting, you are requested to complete and sign the Form of Proxy and return it to the Company Secretary at Ravensworth House, 5th Avenue Business Park, Team Valley, Gateshead, Tyne & Wear, NE11 0HF, so as to be received no later than 11.00 a.m. on 4 February 2010.

Unless the Form of Proxy is received by the date and time mentioned in the instructions, it will be invalid. The completion and return of the Form of Proxy will not prevent you from attending the General Meeting and voting in person, if you so wish.

Recommendation

The Directors consider the Resolution to be in the best interests of the Company and Shareholders as a whole and consider that it is most likely to promote the success of the Company for the benefit of Shareholders as a whole. The Directors therefore unanimously recommend Shareholders to vote in favour of the Resolution at the General Meeting, as they intend to do in respect of their own beneficial holdings of 63,000 Ordinary Shares representing 0.5 per cent. of the issued share capital of the Company at the date of this document.

For further information, please contact:

Tolent plc 0191 487 0505

Peter Hems, Chairman

John Woods, Chief Executive Officer

Andy Clark, Finance Director

Brewin Dolphin Investment Banking 0845 270 8610

Andrew Emmott

ENDS

This information is provided by RNS The company news service from the London Stock Exchange

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