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RNS Number : 3947S
Prime Focus London PLC
06 November 2013
6 November 2013
Prime Focus London PLC
(the "Company")
Posting of Circular and Notice of Annual General Meeting
It was announced on 17 October 2013 that Prime Focus Limited
("PFL") had served a notice on the Company under section 303 of the
Companies Act 2006 requiring that a general meeting of the Company
be convened to consider a resolution that the admission of the
Company's shares on AIM be cancelled as soon as practicable (the
"Cancellation").
The Board confirms that a circular to Shareholders (the
"Circular") will be posted today giving notice of an annual general
meeting of the Company (the "AGM"), to be held at 11.30 am on 3
December 2013 at the Bloomsbury Hotel, 16-22 Great Russell Street,
London WC1B 3NN, to consider, amongst other resolutions, a
resolution to cancel the admission of the Company's Shares to
trading on AIM ("the Cancellation Resolution"). The Circular will
also be available to download from the Company's website at
www.pflplc.com.
Subject to the Cancellation being approved by Shareholders at
the AGM, the expected timetable of principal events is as
follows:
Annual General Meeting 11.30 am on Tuesday 3 December
2013
Final day of dealings in the
Shares on AIM Tuesday 10 December 2013
---------------------------------
Cancellation of admission
of the Shares to trading on 7.00 am on Wednesday 11 December
AIM 2013
---------------------------------
All of the above times and dates are subject to change at the
Company's discretion. In the event of any change, the revised times
and dates will be notified to Shareholders through a Regulatory
Information Service.
Cancellation is subject to the passing of the Cancellation
Resolution. In accordance with Rule 41 of the AIM Rules, the
Company has notified the London Stock Exchange of the Cancellation.
The AIM Rules require that Cancellation be conditional upon the
consent of not less than 75 per cent. of the votes cast (whether in
person or by proxy) by Shareholders at the Annual General
Meeting.
So far as the Company is aware, PFL is beneficially interested
in 21,367,003 shares, equivalent to 64.98 per cent. of the issued
share capital of the Company. PFL has confirmed to the Board that
it intends to vote in favour of the Cancellation Resolution in
respect of that number of shares.
Reasons for Cancellation
PFL has stated to the Company that it considers that the costs
of the Company's AIM listing outweigh the benefits.
Principal effects of Cancellation
The principal effects of Cancellation include the
following:-
a) there will be no public stock market on which Shareholders can trade their Shares;
b) the Company will no longer be obliged to comply with the AIM
Rules. The Company will no longer be obliged to announce, via a
Regulatory Information Service, information relating to material
developments in the Group's business, administrative changes and
interim results;
c) the Company will no longer be required to comply with the
specific corporate governance requirements for companies admitted
to trading on AIM; and
d) as explained below, the Company will no longer be subject to
the City Code on Takeovers and Mergers ("the Code").
As the Shares are currently admitted to trading on AIM, the
Company is not required to comply with the provisions of the UK
Corporate Governance Code. Nevertheless, the Directors are
committed to proper standards of corporate governance and will
continue to keep procedures under review. Cancellation will not
affect the Company's position as a public company for the purposes
of the Companies Act 2006.
The Board intends to continue to provide an investor relations
website and to post information in relation to the Company on that
website.
If Cancellation becomes effective, Northland Capital Partners
Limited will cease to act as nominated adviser and broker to the
Company.
Application of the Code
The Company is currently subject to the Code and Shareholders
are therefore entitled to the minority and other protections
afforded by the Code, for example in the event that an offer is
made to Shareholders to acquire their Shares.
In the event that Cancellation were to become effective, the
Company would only continue to be subject to the Code if it was
considered by the Panel to have its place of central management and
control in the United Kingdom, the Channel Islands or the Isle of
Man (the "residency test"). Based on guidance published by the
Panel, the Board is of the view that the Company would not satisfy
the residency test as the number of directors who are resident in
the United Kingdom, the Channel Islands or the Isle of Man is less
than those who are not.
Shareholders should therefore note that, if Cancellation were to
become effective, the Company would no longer be subject to the
Code and they will not receive the protections afforded by the Code
in the event that there is a subsequent offer to acquire their
Shares.
The Code
The Code is issued and administered by the Panel. The Company is
a company to which the Code applies and Shareholders are
accordingly entitled to the protections afforded by the Code.
The Code and the Panel operate principally to ensure that
shareholders are treated fairly and are not denied an opportunity
to decide on the merits of a takeover and that shareholders of the
same class are afforded equivalent treatment by an offeror. The
Code also provides an orderly framework within which takeovers are
conducted. In addition, it is designed to promote, in conjunction
with other regulatory regimes, the integrity of the financial
markets.
The General Principles and Rules of the Code
The Code is based upon a number of General Principles which are
essentially statements of standards of commercial behaviour. The
General Principles apply to all transactions with which the Code is
concerned. They are expressed in broad general terms and the Code
does not define the precise extent of, or the limitations on, their
application. They are applied by the Panel in accordance with their
spirit to achieve their underlying purpose.
In addition to the General Principles, the Code contains a
series of Rules, of which some are effectively expansions of the
General Principles and examples of their application and others are
provisions governing specific aspects of takeover procedure.
Although most of the Rules are expressed in more detailed language
than the General Principles, they are not framed in technical
language and, like the General Principles, are to be interpreted to
achieve their underlying purpose. Therefore, their spirit must be
observed as well as their letter. The Panel may derogate or grant a
waiver to a person from the application of a Rule in certain
circumstances.
The General Principles on which the Code is based, and the
protections afforded by the Code which Shareholders will give up if
the Cancellation is approved, are set out in Appendix A of the
Circular.
Share dealings before Cancellation
If Shareholders wish to buy or sell Shares on AIM, they must do
so prior to Cancellation becoming effective. As noted above, in the
event that the Cancellation Resolution is passed, it is anticipated
that the final day of dealings in the Shares on AIM will be 10
December 2013 and that Cancellation will be effective from 7.00 am
on 11 December 2013.
Share dealings following Cancellation
Cancellation will make it more difficult for Shareholders to buy
and sell Shares should they wish to do so. No share prices will be
publicly quoted. The Company therefore intends to put in place as
soon as possible a matched share trading service to assist
Shareholders to deal in the Company's shares. Once the facility has
been put in place, details will be sent to all Shareholders and
will also be made available on the Company's website at
www.pflplc.com.
CREST
The Shares will remain eligible for settlement in CREST.
Accordingly, Shareholders will continue to be able to hold their
Shares in CREST after Cancellation.
Recommendation
As Ramakrishnan Sankaranarayanan, the Company's chairman, was
nominated by and is employed as a senior executive of PFL, he is
therefore not independent for the purposes of making any board
recommendation in respect of the Cancellation Resolution.
The Independent Directors understand that PFL, which
requisitioned a general meeting of the Company to consider the
Cancellation Resolution, will vote in favour of the Cancellation
Resolution in respect of 21,367,003 Shares, representing 64.98 per
cent. of the issued share capital. To be passed, the Cancellation
Resolution requires the approval of not less than 75 per cent. of
the votes cast by Shareholders at the Annual General Meeting.
None of the Directors currently has a legal or beneficial
interest in the Shares.
The Independent Directors consider that the costs of maintaining
the AIM listing, which are in the region of GBP250,000 per annum,
outweigh the benefits for the Company. Despite the recent
improvement in results, trading conditions remain difficult. The
prospects of the Company raising funds on the AIM market are
therefore remote, and liquidity in the shares is extremely
limited.
The Independent Directors recognise, however, that Cancellation
may not be perceived as in the best interests of those Shareholders
who consider, despite the Company's intention to put in place a
matched bargain facility, that the Company should nevertheless
retain the AIM listing as a public market on which to trade their
shares.
For this reason, the Independent Directors make no
recommendation as to how Shareholders should vote in respect of the
Cancellation Resolution.
Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Annual General Meeting" the Annual General Meeting convened
, "AGM" for 11.30 am on 3 December 2013, and
any adjournment thereof
"AIM" the market of that name operated by
London Stock Exchange plc
--------------------------------------------
"AIM Rules" the AIM Rules for Companies
--------------------------------------------
"Cancellation" cancellation of the admission to trading
on AIM of the Shares
--------------------------------------------
"Cancellation Resolution" resolution to cancel the admission of
the Company's Shares to trading on AIM
--------------------------------------------
"Code" the City Code on Takeovers and Mergers
--------------------------------------------
"Company" Prime Focus London plc
--------------------------------------------
" Independent Directors" Shivkumar Venkatachalam and Christopher
Honeyborne
--------------------------------------------
"London Stock Exchange" London Stock Exchange plc
--------------------------------------------
"Panel" The Panel on Takeovers and Mergers
--------------------------------------------
"PFL" Prime Focus Limited, the Company's ultimate
holding company
--------------------------------------------
"Shareholder(s)" holder(s) of Shares
--------------------------------------------
"Shares" the ordinary shares of 5p each in the
capital of the Company
--------------------------------------------
For further information, contact:
Prime Focus London Plc +44 (0) 1439 771900
Christopher Honeyborne (from 7 November 2013)
Northland Capital Partners Limited
Edward Hutton/Lauren Kettle +44 (0) 20 7796 8800
This information is provided by RNS
The company news service from the London Stock Exchange
END
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