EXC Exc

 
TIDMEXC 
 
5 November 2009 
 
                                    EXC PLC 
 
                           ("EXC" or "the Company") 
 
             Proposed cancellation of admission to trading on AIM 
 
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 GBP140,000 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 
 
EXC plc                                                    Tel: 0161 975 0434 
 
Michael Edelson - Chairman 
 
Merchant John East Securities Limited                      Tel: 020 7628 2200 
 
David Worlidge / Simon Clements 
 
                                 Definitions 
 
"AIM"                        the AIM Market of the London Stock Exchange 
 
"AIM Rules"                  the rules published by the London Stock Exchange 
                             relating to AIM, as amended from time to time 
 
"Cancellation"               the proposed cancellation of the Company's 
                             Ordinary Shares from admission to trading on 
                             AIM, subject to the passing of resolution 
                             numbered 1 at the GM 
 
"Circular"                   the circular dated 5 November 2009 containing 
                             the notice of General Meeting 
 
"CREST"                      the system for paperless settlement of trades 
                             and the holding of uncertificated shares 
                             administered through Euroclear UK & Ireland 
                             Limited 
 
"Directors" or "the Board"   the directors of the Company 
 
"GM" or "General Meeting"    the General Meeting of the Company convened for 
                             10.00 a.m. on 30 November 2009, notice of which 
                             is set out at the end of the Circular 
 
"Group"                      the Company and its subsidiary undertakings 
 
"London Stock Exchange"      London Stock Exchange plc 
 
"Ordinary Shares"            the 372,669,990 ordinary shares of 0.1p each in 
                             the capital of the Company in issue at the date 
                             of the Circular 
 
"Proposals"                  the proposals set out in the Circular 
 
"Resolutions"                the resolutions set out in the notice of the 
                             General Meeting 
 
"Shareholders"               holders of Ordinary Shares 
 
 
 
END 
 

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