Proposed Cancellation of Admission
January 30 2009 - 3:00AM
UK Regulatory
TIDMCAPT
RNS Number : 5020M
Capital Ideas PLC
30 January 2009
CAPITAL IDEAS PLC
30 January 2009
Proposed Cancellation of Admission to AIM and Notice of General Meeting
Capital Ideas plc ('Capital Ideas' or the 'Company') today announces that the
Company is seeking Shareholder approval to cancel the admission of the Ordinary
Shares to trading on AIM.
Introduction
The Company is seeking Shareholder approval to cancel the admission of the
Ordinary Shares to trading on AIM at a General Meeting which will be held on 27
February 2009. A circular and notice of the General Meeting will today be posted
to Shareholders.
Recent Trading
The Board announced its interim results to the end of October 2008 today which
show revenues have increased by 340% to GBP1,504,000 and pre-tax profits have
increased by 17.5% compared to the same period in the prior year. The increase
in sales and pre-tax profits is as a result of the re-focus of the business from
investment activity to establishing a broad-based database marketing business
with multiple income streams.
Background to the De-Listing
Due to the state of the economy and its effect on current market conditions the
Directors believe it would be more beneficial for Shareholders if the Company
were to de-list from AIM.
The principle reasons for De-Listing are as follows:
1) the main reasons for being listed include the need to raise capital, the need
to incentivise staff utilising share options and the general marketing benefits
of being a listed company. The Company does not currently feel that the benefits
being experienced outweigh the associated costs;
2) the Company is incurring costs associated with being traded on AIM, including
its Nominated Adviser, Broker, AIM, accounting and legal fees. In addition, as a
listed entity there is a current need to increase the size of the board for
corporate governance reasons which will add further costs. As things stand these
costs and regulatory requirements associated with maintaining admission to AIM
are a significant burden on the Company's financial resources and outweigh the
benefits gained from Admission;
3) the Company is now looking at many opportunities involving acquiring
distressed companies where decisions on acquisitions need to be made quickly.
The requirements under the AIM Rules can sometimes restrict the Company in this
regard;
4) the Company has seen very limited trading volume in the Company's Ordinary
Shares; and
5) it will generally be simpler and more cost effective to manage an unlisted
company, rather than as a public quoted company.
After careful consideration, the Board have therefore concluded that it is in
the best interests of the Company and Shareholders if the Company's admission to
trading on AIM is cancelled.
As explained in the interim results announced today, the strategy of the
business remains to continue to build a broad based marketing business.
The De-Listing
In accordance with Rule 41 of the AIM Rules, the Company has today notified the
London Stock Exchange of the proposed De-Listing. This notice is conditional
upon the consent of not less than 75 per cent. of votes cast by Shareholders at
the General Meeting. The Notice of General Meeting contains a resolution which
proposes that the admission to trading on AIM of the Company's Ordinary Shares
is cancelled. Subject to the requisite Shareholder approval, the De-Listing is
expected to be effective from 7.00am on 2 March 2009.
Transactions in the Ordinary Shares following the De-Listing
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 Cornwall Buildings, 45-51 Newhall Street, Birmingham B3
3QR. The Company Secretary will keep a record of all interested potential
purchasers and sellers and will seek to match them where possible.
Recommendation
The Directors are of the opinion that the De-Listing 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 so to do in
respect of their own shareholding and any shares in which they are beneficially
interested representing in aggregate approximately 1.72 per cent. of the issued
Ordinary Shares of the Company as at the date of this document.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
+------------------------------------+------------------------------------+
| Latest time and date for receipt | 9.00am on 25 January 2009 |
| of Forms of Proxy for the General | |
| Meeting | |
+------------------------------------+------------------------------------+
| General Meeting of Capital Ideas | 9.00am on 27 January 2009 |
| plc | |
+------------------------------------+------------------------------------+
| Cancellation of admission to | 7.00am on 2 March 2009 |
| trading on AIM of the Ordinary | |
| Shares expected to be effective | |
+------------------------------------+------------------------------------+
Enquiries
Anita Madhas, Capital Ideas plc 0121 222 4220
Gavin Burnell, Ruegg & Co. Limited 020 7584 3663
Paul Quade, City Road Communications 020 7248 8010 / 07947 186694
Definitions
The following definitions apply throughout the circular to shareholders:
+---------------+--------------+
| 'Act' | where |
| | applicable |
| | and in |
| | force, the |
| | Companies |
| | Act 1985 |
| | (as |
| | amended) |
| | and/or the |
| | Companies |
| | Act 2006; |
+---------------+--------------+
| 'Admission' | admission |
| | of the |
| | Ordinary |
| | Shares to |
| | trading |
| | on AIM, |
| | effective |
| | from 30 |
| | August |
| | 2002; |
+---------------+--------------+
| 'AIM' | the |
| | market |
| | of that |
| | name |
| | operated |
| | by the |
| | London |
| | Stock |
| | Exchange |
| | plc; |
+---------------+--------------+
| 'AIM | the AIM |
| Rules' | Rules |
| | for AIM |
| | companies |
| | and their |
| | nominated |
| | advisers |
| | published |
| | by London |
| | Stock |
| | Exchange |
| | plc from |
| | time to |
| | time; |
+---------------+--------------+
| 'Board' | the |
| or | directors |
| 'Directors' | of |
| | Capital |
| | Ideas; |
+---------------+--------------+
| 'Capital | Capital |
| Ideas' | Ideas |
| or the | plc, a |
| 'Company' | company |
| | incorporated |
| | and |
| | registered |
| | in England |
| | and Wales |
| | under the |
| | Companies |
| | Act 1985, |
| | with |
| | registered |
| | number |
| | 4258732; |
+---------------+--------------+
| 'Capita | Capita |
| Registrars' | Registrars, |
| | the |
| | Company's |
| | registrars; |
+---------------+--------------+
| 'De-Listing' | the |
| | proposed |
| | cancellation |
| | of admission |
| | to trading |
| | on AIM of |
| | the Ordinary |
| | Shares; |
+---------------+--------------+
| 'General | the |
| Meeting' | general |
| | meeting |
| | of the |
| | Company |
| | to be |
| | held on |
| | 27 January |
| | 2009 at |
| | 9.00am at |
| | Capital |
| | Ideas plc, |
| | Sophia |
| | House, |
| | 76-80 City |
| | Road, |
| | London |
| | EC1Y 2BJ |
| | or any |
| | adjournment |
| | thereof; |
+---------------+--------------+
| 'London | the |
| Stock | London |
| Exchange' | Stock |
| | Exchange |
| | plc; |
+---------------+--------------+
| 'Notice' | the |
| | notice |
| | of the |
| | General |
| | Meeting; |
+---------------+--------------+
| 'Ordinary | the |
| Shares' | ordinary |
| | shares |
| | of 0.1 |
| | pence |
| | each in |
| | the |
| | capital |
| | of the |
| | Company; |
+---------------+--------------+
| 'Resolutions' | the |
| | resolutions |
| | numbered 1 |
| | and 2 to be |
| | proposed to |
| | Shareholders |
| | at the |
| | General |
| | Meeting |
| | which are |
| | set out in |
| | the Notice; |
| | and |
+---------------+--------------+
| 'Shareholder' | a holder |
| | of |
| | Ordinary |
| | Shares |
| | of the |
| | Company |
| | from |
| | time to |
| | time. |
+---------------+--------------+
CAPITAL IDEAS PLC
("the Company")
NOTICE is hereby given that a general meeting of the Company will be held at
9am, on 27 February 2009 at Capital Ideas plc, Sophia House, 76-80 City Road,
London EC1Y 2BJ for the purpose of considering and, if thought fit, passing the
following resolutions as special resolutions:
SPECIAL RESOLUTIONS
THAT:
1. pursuant to Rule 41 of the AIM Rules for Companies the cancellation of
admission of the Company's ordinary shares to trading on the AIM market of
London Stock Exchange Plc is hereby approved (the "De-Listing"); and
2. subject to the passing of Resolution 1, the Directors be and are hereby
authorised to do all things necessary to give effect to the De-Listing.
By the Order of the Board
Secretary
30 January 2009
Registered Office:
Cornwall Buildings,
45-51 Newhall Street
Birmingham
B3 3QR
This information is provided by RNS
The company news service from the London Stock Exchange
END
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