Proposed cancellation, Notice of General Meeting (3685Z)
14 Marzo 2012 - 10:39AM
UK Regulatory
TIDMCGA
RNS Number : 3685Z
China Gateway International PLC
14 March 2012
For immediate release 14 March 2012
China Gateway International PLC ("the Company")
Proposed cancellation of admission to AIM of the Ordinary Shares
and the Re-registration of the Company as a private limited
company
Notice of General Meeting
The Board of China Gateway International PLC ("the Company")
announces that a circular, to include Notice of General Meeting,
("the Circular") has been posted to shareholders.
The Board has concluded that it is no longer in the best
interests of the Company or its Shareholders for its Ordinary
Shares to continue to be admitted to trading on AIM, and the
Circular sets out further information regarding the proposed
de-listing and the re-registration of the Company as a private
limited company, the reasons why the Directors support this course
of action and seek Shareholder approval to the proposal to de-list
and re-register the Company at the General Meeting convened for
this purpose.
In the event that Shareholder approval is obtained, cancellation
of admission of the Ordinary Shares to trading on AIM will take
effect from 07.00 am on 16 April 2012.
Background to the De-Listing
In recent years, despite the slowdown in the world economy
affecting the market for its "China Gateway" development at
Manston, the Company has continued its efforts in concluding the
S106 agreements with Thanet District Council/Kent County
Council.
The Company has made significant progress to move the
opportunities forward for its Dover properties as part of a Dover
Master Plan, with an anticipated submission of a planning
application by the end of April 2012.
Funding against the Group's property assets has come from The
Israel Discount Bank and the Board are thankful for their
continuing support in its application at Dover, on-going at Manston
and at the operational level. General corporate expenditure has for
some time now been met by Directors and the major shareholders.
Whilst the Board are grateful for this funding, this cannot be
considered as a sustainable basis for a publicly listed company.
With world economic and market conditions remaining generally poor,
a substantial placing with new investors is not considered
realistic for a property business such as ours.
In the light of the above, the Board has concluded that it is no
longer feasible for the Company to bear the costs of maintaining an
Aim listing.
De-Listing
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the De-Listing, which is
conditional upon the consent of not less than 75 per cent. of votes
cast by Shareholders in a general meeting.
Consequently, the Company is convening the General Meeting for
2.30pm on 2(nd) April 2012. If the Resolution is passed at the
General Meeting then the last day of trading of the Company's
Ordinary Shares will be 13(th) April 2012 and the cancellation of
admission to trading on AIM will be effective from 7.00 a.m. on
16(th) April 2012.
Strategy following De-Listing
The Company intends to continue its focus on concluding the S106
legal requirements on its landholding at Manston, Kent. Following
the positive outcome for CGI at the Thanet District Council
planning meeting on 16th November 2011, the S106 engrossments are
being prepared for all parties (Kent County Council, Thanet
District Council, CGI Plc) to sign. Once completed, the Company
will continue its strategy to attract investment/purchasers/tenants
for the site.
The Company has made significant progress in the pre-planning
application stage on its Dover sites. A comprehensive Master Plan
has now been prepared which includes its ownership at Western
Heights and Farthingloe. The Company will engage in Public
Consultation from 27(th) March 2012 and will submit a planning
application to Dover District Council on 26(th) April 2012. The
plan includes residential units, a hotel and conference centre,
care home facility, visitor centre, community and heritage
benefits.
Re-registration as a private limited company and adoption of new
articles
Subject to the approval of the De-Listing from AIM the Board
recommends that the Company be re-registered as a limited company
so as to reduce the cost burden associated with the more strenuous
requirements of remaining a public plc. Therefore Resolutions 2 and
3 are being proposed as special resolutions to re-register the
Company as a private limited company and to adopt new articles of
association. The new articles of association will be made available
for inspection at the registered office address of the Company from
the date of the Notice of General Meeting until the conclusion of
the Annual General Meeting between the hours of 9.30am and 5.30pm
(excluding Saturday, Sunday and public holidays).
Transactions in the Ordinary Shares following De-Listing
Following the De-Listing, there will be no market facility for
dealing in the Ordinary Shares and no price will be publicly quoted
for the Ordinary Shares. As such, holdings of Ordinary Shares are
unlikely to be capable of sale and will be difficult to value.
However, while there can be no guarantee of any Shareholders
being able to purchase or sell any Ordinary Shares, any Shareholder
seeking to do so should contact the Company Secretary in writing at
the registered office of the Company at One America Square,
Crosswall, London EC3N 2SG.
General Meeting
The General Meeting has been convened which will be held at the
offices of offices of SGH Martineau LLP, One America Square,
Crosswall, London EC3N 2SG at 2.30pm on 2(nd) April 2012 and at
which the Resolutions will be proposed.
Recommendation
The Directors consider the De-Listing and the Re-registration to
be in the best interests of the Company and its Shareholders for
the reasons explained above. Accordingly, the Directors recommend
you to vote in favour of the Resolutions at the General Meeting as
they intend to do (where they are able to instruct voting) in
respect of a total of 19,243,805 Issued Ordinary Shares
(representing approximately 64.09 per cent. of the Issued Ordinary
Shares).
China Gateway International
PLC
Ken Wills +44 (0) 1843 822444
Beaumont Cornish Limited
Roland Cornish +44 (0) 20 7628 3396
This information is provided by RNS
The company news service from the London Stock Exchange
END
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