TIDMCLC
RNS Number : 3080A
Clinical Computing PLC
29 March 2012
CLINICAL COMPUTING PLC
PROPOSED CANCELLATION OF AIM ADMISSION
AND NOTICE OF GENERAL MEETING
Clinical Computing Plc ("the Company"), the international
developer of clinical information systems for the healthcare market
and developer of programme management software, announces its
intention to seek Shareholder approval for the cancellation of
admission of Shares to trading on AIM. The Company trades through
four operating subsidiaries: Clinical Computing UK Limited in the
United Kingdom and Europe, Clinical Computing Inc. in the United
States, Clinical Computing Pty Limited in Australia and Hydra
Management Limited ("Hydra") in the United Kingdom.
An explanatory circular has today been posted to Shareholders
setting out the background to and reasons for the Cancellation, why
the Directors believe the Cancellation is in the best interests of
the Company and its Shareholders and why they recommend that
Shareholders vote in favour of the Resolution as they intend to do
in respect of their own current beneficial holdings of, in
aggregate, 9,710,829 Ordinary Shares, representing 8.75 per cent.
of the current issued share capital of the Company. Additionally,
the Company has received irrevocable undertakings from certain
Shareholders to vote in favour of the Resolution, which, when taken
together with the Directors' holdings, amount to 65,562,076
Ordinary Shares, representing approximately 59.13 per cent. of the
current issued share capital of the Company.
A General Meeting of the Company will be held at IP City Centre,
1 Bath Street, Ipswich, IP2 8SD at 16:00 on 23 April 2012 at which
Cancellation Resolution will be proposed to approve the
Cancellation. A notice convening the General Meeting is set out in
the circular.
Contacts:
Joe Marlovits, Chief Executive
Clinical Computing Plc
www.ccl.com 01473 694770
James Caithie
Cairn Financial Advisers LLP - Nominated
Adviser 020 7148 7900
The Cancellation
Reasons for the Cancellation
The principal reasons for the Admission of the Ordinary Shares
to trading on AIM have been to provide the Company with the ability
to access capital in order to fund its strategy and to use its
Ordinary Shares for acquisitions. Having recently undertaken a
review of both the advantages and disadvantages of maintaining
Admission of the Ordinary Shares to trading on AIM, the Directors
have concluded that it is no longer in the best interests of the
Company or its Shareholders to maintain the Admission. In reaching
this conclusion, the Directors have taken the following factors
into account:
A. given the overall market conditions for small listed
companies, the Directors are of the opinion that it is (and will
likely continue to be) difficult for the Company to attract
meaningful equity investment through its listing on AIM;
B. the AIM listing of the Ordinary Shares does not, in itself,
offer investors increased liquidity or marketability of the Shares
and there is no opportunity to trade in meaningful volumes or with
any frequency. With little trading volume, the Share price can move
up or down significantly following trades of small numbers of
Shares; and
C. the Directors estimate that annual direct and indirect costs
of the AIM listing of the Ordinary Shares are at least GBP80,000.
This estimate includes listing expenses and advisory, legal and
audit fees but excludes any costs associated with the considerable
amount of senior executive time which is also spent dealing with
the issues related to maintaining the Admission on AIM.
Pursuant to AIM Rule 41, the Delisting can only be effected by
the Company after securing a resolution of Shareholders in a
general meeting passed by a requisite majority being not less than
75 per cent. of the votes cast by Shareholders (in person or by
proxy). Under the AIM Rules the Delisting can only take place after
the expiration of a period of twenty Business Days from the date on
which notice of the Delisting is given. In addition, a period of at
least five Business Days following the Shareholder approval of the
Delisting is required before the Delisting may be put into
effect.
The Company has notified the London Stock Exchange of the
proposed Delisting. In the event that Shareholders approve the
Resolution approving the Delisting, it is anticipated that the
trading in the Ordinary Shares on AIM will cease at close of
business on 30 April 2012 with the Delisting taking effect at
7.00am on 1 May 2012.
Shareholders should note however that the Company will
nevertheless remain subject to the provisions of the City Code on
Takeovers and Mergers for a period of 10 years from the
Delisting.
Effect of Delisting
The principal effect of the Delisting is that cancellation in
the trading of the Ordinary Shares on AIM may reduce the liquidity
and marketability of Shares.
JP Jenkins provides companies which are unlisted and unquoted
with a facility enabling existing and prospective shareholders to
deal in their shares.
It is intended that Shareholders will be able to trade their
Shares via the JP Jenkins share matching facility for companies.
The Directors believe JP Jenkins provides a cost effective
mechanism to buy or sell shares. Shareholders can use their
existing stockbroker should they have one. Shareholders will need
to instruct their existing stockbroker with a limit order who in
turn will contact JP Jenkins to place the limit order on their
behalf. Once the limit order has been executed, the Shareholder
will receive a contract note from their stockbroker.
Should a Shareholder not have a stockbroker they can still use
the services of JP Jenkins.
CREST
The Company's Shares will remain eligible for settlement in
CREST. Accordingly, Shareholders will continue to be able to hold
their Shares in CREST after Delisting.
Recommendation
For the reasons set out above, the Directors believe that the
proposed Delisting is in the best interests of the Company and its
Shareholders as a whole. Accordingly, the Directors unanimously
recommend that Shareholders vote in favour of the Resolution
approving the Delisting as they have undertaken so to do in respect
of their own current beneficial holdings of, in aggregate,
9,710,829 Ordinary Shares, representing 8.75 per cent. of the
current issued share capital of the Company.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for receipt of Forms of Proxy 16:00 on 21 April 2012
General Meeting 16:00 on 23 April 2012
Last day of dealings in Ordinary Shares on AIM 30 April 2012
Delisting takes effect 7:00 a.m. on 1 May 2012
All of the times referred to are London time.
All of these 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 by an announcement
through a Regulatory Information Service.
The Cancellation requires the approval of not less than 75% of
the votes cast by Shareholders at the General Meeting.
DEFINITIONS
The following definitions apply throughout this document unless
the context requires otherwise:
"Admission" the admission of the Ordinary Shares to trading on AIM;
"AIM" the AIM market operated by the London Stock Exchange;
"Board" or "Directors" the board of directors of the Company
"Company" or a company registered in England and Wales with
company "Clinical Computing
Plc" number 1429835 and whose registered office is at 1P City,
1 Bath Street, Ipswich IP2 8SD.
"CREST" a relevant system (as defined in the CREST Regulations)
in respect of which Euroclear is the Operator (as defined in the
CREST Regulations);
"Delisting" the proposed cancellation of admission of the
Ordinary Shares to trading on AIM;
"Form of Proxy" the form of proxy to be used by Shareholders in
connection with the General Meeting;
"General Meeting" the general meeting of the Company convened
for 16:00 on 23 April 2012 (or any adjournment thereof), notice of
which is set out at the end of this document;
"JP Jenkins" means the trading division of Rivington
Stockbrokers which is licensed by the Isle of Man Financial
Supervision Commission whose registered office is at 4(th) Floor,
39 Athol Street, Douglas, Isle of Man IM1 1LA;
"London Stock London Stock Exchange plc;
Exchange"
"Ordinary Shares" ordinary shares of 1 pence each in the capital of the Company;
"Regulatory Information any of the services approved by the London Stock Exchange Service"
plc for the distribution of AIM announcements and included
within the list maintained on the website of the London Stock
Exchange;
"Resolution" the resolution to be proposed at the General Meeting;
"Shareholders" holders of Ordinary Shares and the term
"Shareholder" shall mean any one of them;
This information is provided by RNS
The company news service from the London Stock Exchange
END
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