RNS Number : 1592J
  Axis Intermodal PLC
  28 November 2008
   

    Axis Intermodal plc
    ("Axis" or "the Company")


    PROPOSED DE-LISTING FROM AIM AND RE-REGISTRATION AS A PRIVATE COMPANY
    Introduction
    The Company today announces that it is seeking Shareholder approval for the cancellation of admission to trading on AIM of the Ordinary
Shares ("De-listing") and the re-registration of the Company as a private company ("Re-registration"). 
    This announcement provides detail on the background to the De-listing and the Re-registration, to explain why the Directors unanimously
consider the De-listing and the Re-registration to be in the best interests of the Company and its Shareholders as a whole.
    Recent Trading
    On 25 September, 2008 the Company announced interim results for the six months ended 30 June 2008 in which the Chairman made the
following statement:
    "The growth we have seen this year so far has been good and there are indications that we will succeed in our expansion plans for this
year and beyond. However, we live in uncertain times and Axis cannot assume that it will defy gravity as clouds of recession continue to
develop."
    Since this date the economic environment has not improved. In particular, the uncertainty of the credit market has severely restricted
opportunities to expand the Company's fleets due to the Company's KG partners' limited access to funding and the Board expects this to
remain the case throughout 2009.
     Background to the De-Listing and Re-registration
    The Company's Ordinary shares were admitted to trading on AIM on 1 September 2004. Since that date the closing middle market share price
has been in a range between 4.375 pence per Ordinary Share and 18 pence per Ordinary Share. The closing middle market price per Ordinary
Share was 7.625 pence on 27 November 2008, being the last business day prior to this announcement.  During this period, the Company has paid
dividends totalling 0.95 pence per Ordinary share. Given the recent trading and share price performance of the Company, the Directors have
recently undertaken a review of the benefits and disadvantages of the Company continuing to be traded on AIM and of being a public company
and concluded that the costs and strains on management time associated with maintaining the listing are no longer commensurate with the
benefits of the listing. The Directors have therefore concluded that it is no longer in the best interests of the Company or its
Shareholders taken as a whole to maintain admission to trading on AIM of the Ordinary Shares.  
    The De-listing
    In accordance with Rule 41 of the AIM Rules, the Company has today informed the London Stock Exchange of the De-listing. This notice is
conditional upon the consent of not less than 75% of votes cast by Shareholders at the General Meeting. 
    The Notice of General Meeting, which is being sent to Shareholders today, contains a resolution which proposes that the Company's
admission to trading on AIM is cancelled. 
    Subject to the requisite Shareholder approval, the De-listing is expected to be effective from 7:00 a.m. on Monday 5 January 2009.
    The Re-registration
    In accordance with section 53 of the Companies Act 1985, the Company proposes to be re-registered as a private company with the name of
"Axis Intermodal Limited" with effect from the date approval is received from the Registrar of Companies and that the memorandum of
association of the Company be altered for this purpose. 
    The Notice of the General Meeting contains a resolution which proposes that the Company be re-registered as a private company. 
    Operational Review following the De-listing and Communication with Shareholders
    Following the De-listing, the Board intends to undertake a review of the costs and overhead of the holding company and the truck and
trailer division and its management. Ernie Clemson, the Managing Director of this division, will be 67 next year and will retire during the
year.
     The Board also intends to change, subject to the De-listing the year-end of the company from 31 December to 31 March.
    The Directors intend to continue to keep Shareholders informed of the Company's progress through regular updates on the website
www.axisintermodal.com. 
    Dividend Policy

    In respect of its most recent financial year-end, being 31 December 2007, the Company paid a dividend of 0.40 pence per Ordinary Share.
In respect of the interim period ended 30 June 2008 the Company paid a further dividend of 0.25 pence per Ordinary Share.

    Subject to the Company's operating results, financial condition, future prospects, profits legally available for distribution and other
factors deemed by the Directors to be relevant at the time the Company proposes to continue its existing policy in respect of dividends
following the De-listing.
    Transactions in the Ordinary Shares following the De-listing and Re-registration
    Following the De-listing, there will be no market facility for dealing in the Ordinary Shares. 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 15 Fenlock Court, Lower Road, Long Hanborough, Oxfordshire, OX29 8LN. The Company
Secretary will keep a record of all interested potential purchasers and sellers and will seek to match them where possible.
    Share Buy-Back
    Subject, inter alia, to available cash reserves and taking into account the financial position and prospects of the Company at the time,
the Directors propose that the Company will consider a share buy-back programme available to all Shareholders. This share buy-back programme
would require further Shareholder approval and it is proposed that, if implemented, it would be implemented within a period of not more than
two years from the date of the De-listing and shall be at a price of no more than 7.625 pence per Ordinary Share, equivalent to the closing
mid market price per Ordinary Share on 27 November 2008, being the last business day prior to publication of this announcement.  There can
be no guarantee that any such buy-back programme will be implemented, nor of the terms proposed.
    General Meeting
    The Company will hold a General Meeting at 10:00 a.m. on 23 December 2008 at which the resolutions to approve the cancellation of the
admission to trading on AIM of the Ordinary Shares and the re-registration of the Company as a private company will be proposed as special
resolutions. 
    If these resolutions are passed by the 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 a.m. on 5 January 2009;
and

    * the Company will be re-registered as a private company, effective 20 January 2009.
    Recommendation
    The Directors are of the opinion that the De-listing and the Re-registration are in the best interests of the Company and its
Shareholders as a whole, and unanimously recommend that Shareholders vote in favour of the Resolutions, as they intend to do so in respect
of their own shareholding and any shares in which they are beneficially interested representing in aggregate approximately 37.2% of the
issued Ordinary Shares of the Company as at the date of this document.   
    In addition, a further 30.8% of Shareholders have provided indications of their current intention to vote in favour of the De-listing
and Re-registration.
    Therefore, in total the Board has received expressions of intent to vote in favour of the De-listing from Shareholders representing 68%
of the issued Ordinary Share capital of the Company.

    Contacts

 Axis Intermodal plc                          Tel: +44 (0)1993 883148
 Robert J. Montague, Executive Chairman



 Strand Partners Limited (Nominated Adviser)  Tel: +44 (0) 207 409 3494
 James Harris/ Paul Cocker



 SVS Securities plc (Broker)                  Tel: +44 (0) 207 638 5600
 Ian Callaway


        

                    

                    


This information is provided by RNS
The company news service from the London Stock Exchange
 
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