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2009-11-05 11:03
EXC Plc - Cancellation to Admission of Trading on AIM |
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5 November 2009
EXC PLC
The Company announces that it intends to seek shareholder approval to cancel admission of the Ordinary Shares to trading on AIM. On 30 June 2009, the Company announced its audited results for the year ended 31 December 2008 and in the Chairman's statement that accompanied those results the Chairman commented that "serious consideration is being given to delisting the Company from AIM". On 30 September 2009, the Company announced its half-yearly results for the six months ended 30 June 2009 and stated that the Board had concluded that de-listing was in the best interests of Shareholders. Cancellation of Trading on AIM The primary purpose of being listed on a public market is to provide a market in a Company's shares and gain access to capital. If these objectives cannot be achieved efficiently and cost effectively, the Board has a duty to reconsider the benefits of a listing. For some time there has been very little liquidity in our shares and, as a result, when even very small numbers of shares have been sold, the Company's share price has declined significantly. As a result, it is difficult for shareholders to sell shares at a reasonable price and in reasonable size. This problem is not confined to EXC. Many other small companies suffer from a lack of liquidity in their shares and a consequential adverse impact on their share prices. The Directors calculate the direct and indirect costs of staying on AIM and remaining as a PLC to be in excess of £140,000 per annum. This estimate takes no account of the senior executive time which is spent dealing with issues related to our listing on AIM. In the current financial climate your Board's strategy is to pursue a number of business development opportunities which have good prospects of delivering revenue in the medium to long term. In order to achieve this objective we are having to carefully manage our existing cash resources and have concluded that the benefits of maintaining the Company's admission to trading on AIM do not justify the costs. Consequently, the Directors consider that it would be in the best interests of the Company to seek the Cancellation. Under the AIM Rules, it is a requirement that cancellation of admission to trading on AIM requires approval by not less than 75 per cent. of shareholders voting in general meeting. Accordingly, the notice of General Meeting set out in the Circular contains a special resolution to approve the application to the London Stock Exchange for Cancellation. If the resolution is approved, it is expected that Cancellation will take effect on 30 December 2009, being 20 business days following the date of the GM. Effect of the Cancellation on Shareholders The principal effects of the Cancellation would be: (a) there would no longer be a formal market mechanism enabling the Shareholders to trade their shares through the AIM market and the CREST facility will be cancelled; (b) the Company would not be bound to announce material events, nor to announce interim or final results, although it is the Board's intention to do so on the Company's website www.excplc.com; and (c) the Company would no longer be required to comply with any of the corporate governance requirements for quoted companies. Continued Services to Shareholders The Board will: (a) consider how best to implement a share dealing service for shareholders and further notification will be made if appropriate; (b) continue to post information relating to the Company on the EXC website; (c) continue to hold general meetings in accordance with the applicable statutory requirements and the Company's the new articles of association of the Company proposed to be adopted at the GM; and (d) continue to send Shareholders copies of the Company's audited accounts, by electronic and/or web communication or post if appropriate.
FURTHER ENQUIRIES
Michael Edelson - Chairman
David Worlidge / Simon Clements
"GM" or "General Meeting" the General Meeting of the Company convened for
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