TIDMONEV
RNS Number : 3325A
OneView Group PLC
11 September 2018
OneView Group plc
(the "Company")
Proposed cancellation of admission to trading on AIM
and
Notice of General Meeting
The Company announces that, as a result of a review of the costs
and benefits of being a quoted company, the Board has concluded
that the cancellation of admission of its Ordinary Shares to
trading on AIM ("Cancellation") is in the best interests of the
Company and its Shareholders as a whole.
The Company therefore announces its intention to seek its
Shareholders' approval for the Cancellation. A circular will be
published and sent to all Shareholders later today setting out
further details of the Cancellation and the implications for
Shareholders ("Circular"). The Circular will also be uploaded to
the Company's website later today.
The Circular will also contain a notice convening a general
meeting which is to be held at the offices of Arnold & Porter
Kaye Scholer (UK) LLP at Tower 42, 25 Old Broad Street, London EC2N
1HQ at 10.00 a.m. UK time on Thursday 27 September 2018 at which
the approval of Shareholders of the Cancellation will be
sought.
In the event that Shareholders approve the Cancellation, it is
anticipated that trading in the Ordinary Shares on AIM will cease
at close of business on Wednesday 10 October 2018 and cancellation
of admission to trading on AIM of the Ordinary Shares will become
effective at 7:00 a.m. UK time on Thursday 11 October 2018.
Pursuant to Rule 41 of the AIM Rules, the Company, through its
nominated adviser, finnCap Limited, has notified the London Stock
Exchange of the proposed Cancellation.
Attached below are extracts from the Chairman's letter contained
in the Circular.
For further information, please visit www.oneviewcommerce.com or
contact:
Enquiries
The Company Tel: 01634 673172
Stuart Mitchell, Deputy Chairman
Linda Palanza, CEO
Mark Wilson, Finance Director
finnCap Limited Tel: 020 7220 0500
Geoff Nash
Kate Bannatyne
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No. 596/2014 ("MAR").
Background to the Cancellation
The Directors believe that the Cancellation is in the best
interests of the Company and its Shareholders as a whole. In
reaching this conclusion, the Directors have considered the
following key factors, among others:
-- the Directors believe that the strength of the Company's
technology offering, based upon the customers it has won globally
and continues to attract, has not been adequately reflected in the
Company's share price. The Directors believe that the performance
of the Company's share price has been disappointing and the
Ordinary Shares continue to be undervalued;
-- the Directors and past members of the board and their
connected parties hold, in aggregate, approximately 60% of the
Company's issued share capital, resulting in limited liquidity in
the Ordinary Shares which has resulted in low levels of trading in
the Ordinary Shares on the public market for at least the period of
12 months preceding the date of this announcement;
-- the Company has been unsuccessful in effecting a significant
new fundraising on the public market and has had to borrow from its
two largest shareholders, Hawk Investment Holdings Limited and Lane
Capital Group Limited, to fund its day-to-day operations. Following
initial investigations, the Directors believe that the Company will
have greater access to sources of risk capital as an unlisted
entity; and
-- the considerable cost, management time and the legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM are, in the Directors' opinion,
disproportionate to the benefits to the Company. The Directors
believe that the Delisting will, accordingly, reduce the Company's
recurring administrative costs by approximately GBP150,000 per
annum and that this will allow the substantial amount of such
expenses to be better spent in running and growing the business as
a private concern.
After careful consideration of the matters laid out above, the
Directors have, therefore, concluded that the commercial
disadvantages of maintaining a listing outweigh the potential
benefits. It is, therefore, no longer in the Company's or its
Shareholders' best interests to maintain the admission to trading
on AIM of the Company's Ordinary Shares.
Further, on 29 August 2018, the Company's nominated advisor,
finnCap, gave the Company three months' notice of its resignation.
If the Company does not appoint a replacement nominated advisor by
30 November 2018, the Company's shares will be suspended from
trading under the AIM Rules and the shares would be delisted if a
replacement nominated advisor is not appointed by 31 December
2018.
Current trading
The Company continues to make good progress in the market
including the winning of new business from Australia Post and Rapha
Cycling since the year end. Since April 2018, Molton Brown,
Carhartt and Australia Post have all gone live with the Company's
cloud-based retail selling platform. The Company expects that
Molton Brown and Carhartt will have implemented the platform in all
of their stores prior to the 2018 Christmas season. The Company has
released a new version of the solution which the Board believes is
of interest to some large retailers. The new version is also
improving the speed with which customers are able to implement the
solution in their stores.
Notwithstanding this, the Company remains under-capitalised and
has had to borrow from its two largest shareholders, Hawk
Investment Holdings Limited and Lane Capital Group Limited, to fund
its day-to-day operations. This has held back the Company's growth
and will continue to do so until resolved. As a consequence, the
Company currently has borrowings of $2.96 million in aggregate.
Process for Delisting
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the intention to cancel the
Admission, subject to Shareholder approval, giving twenty business
days' notice. Under the AIM Rules, it is a requirement that the
Delisting is approved by not less than 75% of votes cast by
Shareholders (in person or by proxy) at the General Meeting.
Subject to the Resolution approving the Delisting being passed at
the General Meeting, it is anticipated that trading in the Ordinary
Shares on AIM will cease at the close of business on Wednesday 10
October 2018 with the Delisting taking effect at 7.00 a.m. on
Thursday 11 October 2018.
Upon the Delisting becoming effective, finnCap will cease to be
nominated adviser and broker to the Company and the Company will no
longer be required to comply with certain rules and corporate
governance requirements to which companies admitted to trading on
AIM are subject, including the AIM Rules.
Principal effects of the Cancellation
Following the Cancellation of trading in the Company's Ordinary
Shares on AIM, subject to the passing of the Resolution, the
Ordinary Shares will not be traded on any public market and the
CREST facility will be cancelled. Consequently there can be no
guarantee that a Shareholder will be able to purchase or sell
Ordinary Shares. However, as mentioned under the "Dealing and
settlement arrangements" section, the Directors intend to use their
reasonable endeavours to put in place a process that will match any
Shareholders who wish to sell their holdings with potential buyers
as further described below in that section.
It is possible that following publication of this announcement,
the liquidity and marketability of the Ordinary Shares may be
significantly reduced and the value of such shares may be adversely
affected as a consequence. In the absence of a formal market and
quote, it may be more difficult for Shareholders to determine the
market value of their investment in the Company at any given
time.
Although the Ordinary Shares will remain transferable, they will
cease to be transferable through CREST. Those shareholders who
currently hold Ordinary Shares in uncertificated form in CREST
will, following the Delisting becoming effective, be sent a share
certificate for those Ordinary Shares which were previously held in
uncertificated form and such share certificates will be despatched
by the end of October 2018.
The Company will not be subject to the AIM Rules and,
accordingly, it will not (amongst other things) be required to
retain a nominated adviser or to comply with the requirements of
AIM in relation to annual accounts and half-yearly reports, the
disclosure of price sensitive information or the disclosure of
information on corporate transactions, including substantial
transactions, financing transactions, reverse takeovers, related
party transactions and fundamental changes in the Company's
business.
The Cancellation may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax
position should consult their own professional independent tax
adviser.
Shareholders should note that the Takeover Code will continue to
apply to the Company following the Cancellation.
Following the Cancellation, the the Directors and past members
of the board and their connected parties will hold, in aggregate,
Ordinary Shares representing approximately 60% of the issued voting
ordinary share capital of the Company and, as such, will be able to
exercise significant influence over matters requiring Shareholder
approval.
The Company currently expects that the current Board members
will remain in place following the Cancellation.
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
effect of the Cancellation on them.
Dealing and settlement arrangements
The Directors are aware that Shareholders may wish to acquire or
dispose of Ordinary Shares in the Company following the Delisting.
Accordingly, the Board intends to put in place an internal process
that will allow Shareholders or persons wishing to acquire or sell
Ordinary Shares to leave an indication that they are prepared to
buy or sell at an agreed price. The Company will then use its
reasonable endeavours to contact those parties that are willing to
buy and sell in order that they may discuss effecting the
bargain.
Once such a procedure has been put in place details will be made
available to Shareholders on the Company's website
(www.oneviewcommerce.com). It is expected that this will take place
shortly after the Cancellation.
Transfers of interests in Ordinary Shares in certificated form
should be sent to the Company's registrars, Link Asset Services,
PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Existing share
certificates remain valid.
If Shareholders wish to buy or sell Ordinary Shares on AIM they
must do so prior to the Cancellation becoming effective. As noted
above, in the event that Shareholders approve the Cancellation, it
is anticipated that the last day of dealings in the Ordinary Shares
on AIM will be Wednesday 10 October 2018 and that the effective
date of the Cancellation will be Thursday 11 October 2018.
Recommendation
The Directors consider the resolution to be proposed at the
General Meeting to be in the best interests of the Company and the
Shareholders as a whole. Accordingly, the Directors unanimously
recommend Shareholders to vote in favour of the resolution to be
proposed at the General Meeting as those Directors who hold
Ordinary Shares intend to do in respect of their own beneficial
holdings amounting to, in aggregate, 31,115,828 Ordinary Shares
representing 37.7% of the total voting rights in the Company.
DEFINITIONS
"Act" the Companies Act 2006, as amended
"Admission" the admission of the Ordinary Shares
to trading on AIM
"AIM" the AIM Market operated by the London
Stock Exchange
"AIM Rules" the AIM Rules for companies admitted
to trading on AIM published by the London
Stock Exchange, as amended from time
to time
"Cancellation" or "Delisting" the proposed cancellation of the Company's
Ordinary Shares from trading on AIM subject
to the passing of the Resolution at the
General Meeting
"Circular" the shareholder circular and Notice of
General Meeting in respect of the Cancellation
dated Tuesday 11 September 2018
"Company" OneView Group plc
"CREST" the relevant system (as defined in the
Regulations) in respect of which Euroclear
UK & Ireland Limited is the Operator
(as defined in the Regulations)
"Directors" or "Board" the directors of the Company
"finnCap" finnCap Ltd, nominated adviser to the
Company
"Form of Proxy" the form of proxy for use by the Shareholders
in connection with the General Meeting
"General Meeting" the general meeting of the Company to
be convened for 10.00 a.m. on Thursday
27 September 2018
"London Stock Exchange" London Stock Exchange plc
"Ordinary Shares" ordinary shares of 10 pence each in the
capital of the Company
"Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended from
time to time
"Resolution" the resolution set out in the notice
of General Meeting
"Shareholders" the holders of the Ordinary Shares
"Takeover Code" the City Code on Takeovers and Mergers
Expected timetable of principal events
Notice provided to the London Stock Exchange Tuesday 11 September 2018
to notify it of the Cancellation
Circular, Notice of General Meeting and Tuesday 11 September 2018
Form of Proxy posted to Shareholders
Latest time for receipt of Form of Proxy 10.00 a.m. on Tuesday 25
September 2018
General Meeting to be held 10.00 a.m. on Thursday 27
September 2018
Expected last day for dealings in Ordinary Wednesday 10 October 2018
Shares on AIM
Expected time and date that admission with effect from
of Ordinary Shares to trading on AIM 7.00 a.m. on Thursday 11
will be cancelled October 2018
Each of the times and dates above is subject to change. Dates
set after the General Meeting assume that the General Meeting is
not adjourned and that the Resolution is passed. Any such change
will be notified by an announcement on a Regulatory Information
Service.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOGBLGDCRSBBGIG
(END) Dow Jones Newswires
September 11, 2018 02:01 ET (06:01 GMT)
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