PROPOSED CANCELLATION OF ADMISSION TO TRADING (2457P)

TIDMJCR

RNS Number : 2457P

Just Car Clinics Group PLC

30 September 2011

Just Car Clinics Group PLC ("the Company")

30(th) September 2011

PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM AND NOTICE OF GENERAL MEETING

The Company announces its intention to convene a General Meeting to be held on 31 October 2011 for the purpose of seeking shareholder approval for the cancellation of its trading on AIM.

An explanatory circular ('Circular') setting out the details of the proposal together with a notice of General Meeting, will be posted to shareholders no later than 7(th) October 2011.

Extracts of the text of the Chairman's letter contained within the Circular are set out below. Definitions in this announcement shall bear the same meaning as those in the Circular to Shareholders.

Reason for the Cancellation of Admission

The perceived benefits of an AIM-listing typically include, inter alia, access to equity capital markets, an enhanced corporate profile, a means to incentivise key staff and a mechanism to provide a market in the Company's shares. However, the Board has reached the view that, after almost nine years as an AIM-quoted company, the Company is not receiving these benefits to any extent that would justify the costs and management time associated with maintaining its status as an AIM company. In addition, the Board has concluded that the Company is not likely to achieve any of the perceived benefits of its AIM-listing in the near future. Furthermore, the requirement to provide trading updates under the AIM Rules is potentially commercially disadvantageous in the current climate. The Board therefore believes that the Company's interests would be better served if the Company were to operate as an unquoted entity.

Volatility in the share price can also create a misleading view of the Company and its trading performance, which can adversely affect negotiations with customers and suppliers. The Board believes that Cancellation will facilitate more straightforward contractual discussions with existing and potential customers and suppliers.

In addition, Cancellation will result in savings in management time and costs associated with meeting the Company's obligations under the AIM Rules and other related regulatory requirements including reporting, disclosure and some corporate governance requirements.

Trading in the Ordinary Shares is already very limited and demand for the Ordinary Shares from investors is low, as demonstrated by the share price performance and trading volumes in the current year. The Board acknowledges that Cancellation will make it more difficult to trade in the Ordinary Shares but does not believe that this outweighs the commercial benefits to be gained in de-listing from AIM. However, the Board believes that it is important that Shareholders are able to trade in the Ordinary Shares and has therefore made arrangements for a matched bargain trading facility to be made available through Brewin Dolphin, further details of which are given below.

Following careful consideration, the Directors have therefore concluded that it is no longer in the best interests of the Company or its Shareholders to maintain the Company's admission to trading on AIM and the Board considers that the costs and commercial disadvantages of remaining listed on AIM far outweigh the potential benefits. The Board has therefore decided to propose the Cancellation. The Directors' intention is that the Company should remain a public but unquoted company.

Effect of the Cancellation on Shareholders

The principal effects of the Cancellation would be that:

(a) there would no longer be a formal market mechanism enabling the Shareholders to trade their Ordinary Shares on AIM or any other recognised market or trading exchange;

(b) the Company would not be bound to announce material events, administrative changes or material transactions nor to announce interim or final results;

(c) the Company would no longer be required to comply with any of the additional specific corporate governance requirements for companies admitted to trading on AIM; and

(d) the Company would no longer be subject to the AIM Rules and Shareholders would no longer be required to vote on certain matters as provided in the AIM Rules.

The Cancellation may have taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser.

Shareholder Protections

The Board has resolved to maintain high standards of corporate governance and appropriate shareholder protections notwithstanding the planned Cancellation. Accordingly the Board will continue to:

(a) hold general meetings in accordance with the applicable statutory requirements and the Company's articles of association;

(b) maintain a non-executive representation on the Board, in particular to represent the interests of non-Director shareholders who continue to hold a majority of the issued Ordinary Shares. The Company currently has anon-executive chairman and anon-executive director and the Board does not anticipate any changes to this structure in the foreseeable future;

(d) maintain a progressive dividend policy, paying regular dividends commensurate with the profitability, cash availability and underlying growth of the business; and

(e) maintain an "Investors" section on its website at www.justcarclinics.co.uk. In addition to sending to Shareholders the Annual Report, the Company intends to post on its website a summary of its half year financial performance and details of any significant events or developments in which Shareholders may be interested and which are not commercially sensitive.

Shareholders should note that following Cancellation the Company will remain subject to the provisions of The City Code on Takeovers and Mergers on the basis set out in those provisions.

Share dealing following Cancellation

Whilst the Board believes that the Cancellation is in the interests of Shareholders as a whole, it recognises that Cancellation will make it more difficult for Shareholders to buy and sell Ordinary Shares should they so wish. Accordingly, the Board has set up a matched bargain arrangement, provided by Brewin Dolphin, to enable Shareholders to trade the Ordinary Shares. Under this facility, it is intended that Shareholders or persons wishing to trade Ordinary Shares will be able to leave an indication with Brewin Dolphin that they are prepared to buy or sell at an agreed price. In the event that the matched bargain settlement facility is able to match that indication with an opposite sell or buy instruction, Brewin Dolphin will contact both parties to effect the bargain. Shareholders who do not have their own broker may need to register with Brewin Dolphin as a new client. This can take some time to process and therefore Shareholders who consider they are likely to use this facility are encouraged to commence registration at the earliest opportunity. Once the facility has been arranged, details will be made available to Shareholders on the Company's website at www.justcarclinics.co.uk.

The Company's CREST trading facility will remain in place for so long as it remains economic to do so.

Approving the Cancellation and General Meeting

Under the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of the Shareholders voting in the General Meeting. Accordingly, the notice of General Meeting, to be held at 12 noon on 31 October 2011 at the offices of the Company at Rawcliffe Road, Goole, East Yorkshire DN14 6XL, set out at the end of this document contains a special resolution to approve the application to the London Stock Exchange for the Cancellation.

If the Resolution is approved, it is expected that the Cancellation will take effect at 7.00 a.m. on 8 November 2011 being at least 20 business days following the date of this letter and 5 clear business days following the date of the General Meeting.

Action to be taken by Shareholders

A Form of Proxy for use by Shareholders in connection with the General Meeting accompanies this document. Whether or not you intend to be present at the General Meeting, you are requested to complete and sign the Form of Proxy and return it to the Company's registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU so as to be received no later than 12 noon on 29 October 2011.

Unless the Form of Proxy is received by the date and time mentioned in the instructions, it will be invalid. The completion and return of the Form of Proxy will not prevent you from attending the General Meeting and voting in person, if you so wish.

Recommendation to Shareholders

The Directors consider the Resolution to be in the best interests of the Company and Shareholders as a whole and consider that it is most likely to promote the success of the Company for the benefit of Shareholders as a whole. The Directors therefore unanimously recommend Shareholders to vote in favour of the Resolution at the General Meeting, as they intend to do in respect of their own beneficial holdings of 5,697,548 Ordinary Shares representing approximately 43 per cent. of the issued share capital of the Company at the date of this document.

For further information, please contact:

Barry Whittles, Chief Executive 07850 268369

Chris Elton, Finance Director 07702 598344

Just Car Clinics

Sandy Fraser

Brewin Dolphin Ltd (NOMAD) 0845 213 2072

This information is provided by RNS

The company news service from the London Stock Exchange

END

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