Proposed Delisting from AIM of the London Stock Ex
30 Diciembre 2009 - 7:00AM
UK Regulatory
TIDMIFR
RNS Number : 8344E
IFR Capital PLC
30 December 2009
NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR
ANY OTHER JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF
SUCH JURISDICTION
IFR Capital PLC
("IFR" or "the Company")
Proposed Delisting from AIM of the London Stock Exchange
IFR Capital PLC (AIM: IFR), the investment company focused on consolidation
opportunities in the European food retail sector, today announces that it is
proposing to cancel the admission to trading on AIM of its ordinary shares.
Reasons for the Proposed Delisting
The Directors have been reviewing the merits or otherwise of the Company's
ordinary shares continuing to trade on AIM. The following factors were taken
into account during their review:
* IFR has limited liquidity for its shares, which stems from a tightly held share
register, which reduces demand and supply. The current free float of IFR is
approximately 12.34 per cent. of its issued share capital. The percentage of the
free float will be further materially diminished should the Company reach
agreement with Theobald Müller as announced on 2 December 2009 regarding a
possible exchange of preference shares in IFR Jersey Limited ("IFR Jersey") into
new ordinary shares of the Company; and
* it has become apparent to the Directors that Theobald Müller as the holder of
the Class A and B Preference Shares would strongly prefer that the Company be
de-listed from AIM before he agrees to convert his preference shares into new
ordinary shares. The Directors reiterate their belief that the exchange of
expensive preference shares, which attract a current fixed preferential dividend
of 27.5 per cent. per annum payable by IFR Jersey for new ordinary shares of the
Company, without any aligned cash outflow is in the best interests of the
Company.
The Directors strongly believe that for the reasons referred to above, the
Company should seek the cancellation of the admission of its Ordinary Shares to
trading on AIM.
Delisting
Rule 41 of the AIM Rules requires an AIM company which wishes the London Stock
Exchange to cancel admission of its ordinary shares to trading on AIM to notify
such intended cancellation and separately inform the London Stock Exchange of
its preferred cancellation date at least twenty business days prior to such date
and save where the London Stock Exchange otherwise agrees, the cancellation is
conditional upon the consent of not less than 75 per cent. of votes cast by
shareholders given in a general meeting.
Upon the Delisting becoming effective, Charles Stanley Securities, a trading
division of Charles Stanley & Co Limited, 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.
Following the Delisting
Following the Delisting, there will 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.
However, while there can be no guarantee of any Shareholders being able to
purchase or sell any ordinary shares, any Shareholder wishing to do so should
contact the Company Secretary in writing at the Company's registered office at
30 Tempon Street, Engomi 2408, PO Box 28006, 2090 Nicosia, Cyprus. The Company
Secretary will keep a record of all interested potential purchasers and sellers
and will seek to match them where possible.
Strategy
IFR was established to act as an acquisition platform intending to target small
and mid-sized businesses in the continental European food industry, intending to
focus on three sub-sectors: retail (mainly shops/restaurants), industry
(wholesale and production) and distribution. Following the Delisting, it is the
intention of the Directors that the operations of the Group will be continued in
the same manner, and with the same objectives, as at present. The Directors,
however, are considering various strategic options for the further development
of the Group following the Delisting. This may include the possibility of a
future listing of the Company or any of its subsidiaries on the Deutsche Börse
(Frankfurt Stock Exchange) and/or other financing options.
General Meeting
A General Meeting is being convened to be held at the offices of the Company, 30
Tempon Street, Engomi 2048, 2090 Nicosia, Cyprus, on 28 January 2010 at 10 a.m.,
at which a resolution which seeks Shareholder approval for the cancellation of
the admission to trading on AIM will be proposed. To be effective the resolution
must be passed on a show of hands or on a poll by at least 75 per cent. of those
Shareholders present in person or (being a corporation) present by a duly
authorised representative or by proxy and voting at the General Meeting.
If this resolution is passed by Shareholders at the General Meeting then it is
anticipated that the cancellation of the admission to trading on AIM of the
Ordinary Shares will become effective from 7.00 am on 5 February 2010.
Circular
In accordance with the AIM Rules a circular has today been posted to
Shareholders containing a Notice of General Meeting to convene a General Meeting
for the purposes of seeking approval for the Delisting.
For further information please contact:
+-----------------------------------------------+----------------------+
| IFR Capital PLC | |
+-----------------------------------------------+----------------------+
| Michael Ioannou | +357 (0) 22 318734 |
+-----------------------------------------------+----------------------+
| | |
+-----------------------------------------------+----------------------+
| Charles Stanley Securities - NOMAD and broker | +44 (0) 20 7149 6000 |
+-----------------------------------------------+----------------------+
| Rick Thompson / Philip Davies / Ben Johnston | |
+-----------------------------------------------+----------------------+
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
+-----------------------------------------+------------------------------+
| Publication date of the circular posted | 30 December 2010 |
| to Shareholders | |
+-----------------------------------------+------------------------------+
| Latest time and date for receipt of | 10 a.m. on 25 January 2010 |
| Forms of Instruction for the General | |
| Meeting | |
+-----------------------------------------+------------------------------+
| Latest time and date for receipt of | 10 a.m. on 26 January 2010 |
| Forms of Proxy for the General Meeting | |
+-----------------------------------------+------------------------------+
| General Meeting | 10 a.m. on 28 January 2010 |
+-----------------------------------------+------------------------------+
| Last day of dealings in Ordinary Shares | 4 February 2010 |
| in AIM | |
+-----------------------------------------+------------------------------+
| Cancellation of admission to trading on | with effect from 7.00 am on |
| AIM of the Ordinary Shares | 5 February 2010 |
+-----------------------------------------+------------------------------+
The following definitions apply throughout this announcement, unless the context
otherwise requires:
+-----------------------+------------------------------------------------------+
| "AIM" | AIM, the market operated by the London Stock |
| | Exchange |
+-----------------------+------------------------------------------------------+
| "AIM Rules" | the AIM rules for companies published by the London |
| | Stock Exchange, as amended from time to time |
+-----------------------+------------------------------------------------------+
| "Company" or "IFR" | IFR Capital PLC |
+-----------------------+------------------------------------------------------+
| "CREST" | a relevant system (as defined in the Regulations) in |
| | respect of which Euroclear UK & Ireland Limited is |
| | the Operator (as defined in the Regulations) |
+-----------------------+------------------------------------------------------+
| "Delisting" | the proposed cancellation of admission to trading on |
| | AIM of the Ordinary Shares |
+-----------------------+------------------------------------------------------+
| "Depositary" | Computershare Company Nominees Limited |
+-----------------------+------------------------------------------------------+
| "Directors" or | the Directors of the Company |
| "Board" | |
+-----------------------+------------------------------------------------------+
| "General Meeting" | the general meeting of the Company (including any |
| | adjournment thereof), notice of which is set out at |
| | the end of the circular posted to Shareholders |
+-----------------------+------------------------------------------------------+
| "Form of Instruction" | the form of instruction from holders of IFR |
| | Depositary Interests to the Depositary in respect of |
| | the General Meeting |
+-----------------------+------------------------------------------------------+
| "Form of Proxy" | the proxy form for use by Shareholders at the |
| | General Meeting |
+-----------------------+------------------------------------------------------+
| "Group" | the Company and its subsidiary undertakings |
+-----------------------+------------------------------------------------------+
| "IFR Depositary | the depositary interests in the ratio of one for one |
| Interests" | in respect of each Ordinary Share which may be |
| | traded in CREST in dematerialised terms |
+-----------------------+------------------------------------------------------+
| "IFR Jersey" | IFR Jersey Limited |
+-----------------------+------------------------------------------------------+
| "London Stock | London Stock Exchange plc |
| Exchange" | |
+-----------------------+------------------------------------------------------+
| "Notice of General | the notice of General Meeting which is set out at |
| Meeting" | the end of the circular posted to Shareholders |
+-----------------------+------------------------------------------------------+
| "Ordinary Shares" | fully paid ordinary shares in the capital of the |
| | Company which have a nominal value of EUR0.01 each, |
| | and "Ordinary Share" means any one of them |
+-----------------------+------------------------------------------------------+
| "Preference Shares" | Class A and class B preference shares in the capital |
| | of IFR Jersey |
+-----------------------+------------------------------------------------------+
| "Regulations" | the Uncertificated Securities Regulations 2001 No. |
| | 3755, as amended from time to time |
+-----------------------+------------------------------------------------------+
| "Resolution" | the resolution to be proposed at the General Meeting |
| | in the form set out in the Notice of General Meeting |
+-----------------------+------------------------------------------------------+
| "Shareholders" | the holders of Ordinary Shares and "Shareholder" |
| | means any one of them |
+-----------------------+------------------------------------------------------+
| "Special Resolution" | a resolution requiring the approval of at least 75 |
| | per cent. of the votes of the Shareholders entitled |
| | to vote and voting, in person or by proxy, at the |
| | General Meeting |
+-----------------------+------------------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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