TIDMNCON
RNS Number : 6384Z
Norcon PLC
31 May 2016
31 May 2016
NORCON PLC
("Norcon" or the "Company")
Proposed Cancellation of Admission to Trading on AIM
Publication of Circular and Notice of Extraordinary General
Meeting
and
Notice of Annual General Meeting
Proposed Cancellation of Admission to Trading on AIM
Norcon (AIM: NCON), the global communications network
specialist, announces that, as a result of a review of the benefits
and drawbacks of being a quoted company, the Board has concluded
that the cancellation of admission of its Ordinary Shares to
trading on AIM ("Cancellation") is in the best interests of the
Company and its Shareholders as a whole.
The Company therefore announces its intention to seek
Shareholders' approval for the Cancellation. An explanatory
circular will be posted to Shareholders today setting out the
background to and reasons for the Cancellation, the reasons why the
Directors believe that this is in the best interests of the Company
and its Shareholders as a whole and their recommendation to
Shareholders to vote in favour of the resolution on the
Cancellation ("Resolution").
An Extraordinary General Meeting of the Company will be held at
12 p.m. on Wednesday 29 June 2016 at the Company's registered
office at Fort Anne, Douglas, Isle of Man, IM1 5PD at which the
Resolution will be proposed to Shareholders for approval. A notice
convening the Extraordinary General Meeting is set out in the
circular to shareholders which will shortly be available on the
Company's website (www.norconplc.com).
The Company has received irrevocable undertakings from certain
Directors being Trond Tostrup (Executive Chairman), Gaute Vik
(Executive Director) and Jørn Longem (Non-Executive Director) and
from Norconsult Telematics Holdings LTD. (a company controlled by
Jørn Longem, Non-Executive Director of the Company and a company
that Trond Tostrup, Executive Chairman of the Company, Arne Dag
Aanensen, Chief Financial Officer of the Company and Gaute Vik,
Executive Director of the Company are directors of), to vote in
favour of the Resolution for 34,359,844 Ordinary Shares in
aggregate, representing approximately 69.7 per cent. of the issued
share capital of the Company.
Norconsult Telematics Holdings LTD., the Company's Major
Shareholder, has advised the Company that on the date this Circular
is posted to Shareholders (being Tuesday 31 May 2016) it will make
an order to purchase up to 8,000,000 Ordinary Shares in the market
at a price of 19 pence per Ordinary Share. Such order will remain
open until the last trading day on AIM being Wednesday 6 July 2016
(unless the order is fulfilled in advance of this date).
Shareholders should consult with their own independent financial
adviser and/or broker should they wish to consider selling their
interests in the market prior to the Cancellation becoming
effective.
Subject to the Resolution being passed at the Extraordinary
General Meeting, the expected last day of dealings in Ordinary
Shares on AIM will be Wednesday 6 July 2016 and the Cancellation
will become effective at 7.00 a.m. on Thursday 7 July 2016.
Pursuant to Rule 41 of the AIM Rules, the Company, through its
nominated adviser, finnCap, has notified the London Stock Exchange
of the proposed Cancellation.
Further information regarding the background to and principal
effects of the Cancellation is set out at the bottom of this
announcement.
Notice of Annual General Meeting
In addition, the Company announces that its annual accounts for
the year ended 31 December 2015 will today be sent to Shareholders,
together with the Notice of Annual General Meeting ("AGM").
The AGM will be held at 11.30 a.m. on Wednesday 29 June 2016 at
the Company's registered office at Fort Anne, Douglas, Isle of Man,
IM1 5PD. Copies of these documents will shortly be available to
view on the Company's website (www.norconplc.com).
For further information, please contact:
Norcon plc
+47 901 69
Trond Tostrup, Executive Chairman 369
Arne Dag Aanensen, Chief Financial
Officer +357 25736830
finnCap Ltd
Corporate Finance- Stuart Andrews/Emily +44 (0) 20
Watts 7220 0500
ABOUT NORCON:
Established in 1957, Norcon (LSE/AIM: NCON) has been a trusted
consultant and project manager for more than half a century to
governments and some of the world's largest global firms. These
organisations rely on Norcon to select, implement and maintain a
communication infrastructure that not only matches, but also
supports the critical needs of their operations. Norcon's strength
lies in its understanding of complex communication networks and
their design.
www.norconplc.com
BACKGROUND AND REASONS FOR CANCELLATION
The Board has conducted a review of the benefits and drawbacks
to the Group and its Shareholders in retaining its quotation on
AIM, and believes that Cancellation is in the best interests of the
Company and its Shareholders as a whole. In reaching this
conclusion, the Board has considered the following key factors:
-- the considerable cost, management time and the legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM which, in the Directors' opinion, are
disproportionate to the benefits to the Company;
-- the Directors and the Major Shareholder hold in total 70.5
per cent. of the Company's current issued share capital and, as a
result, the free float and liquidity of the Ordinary Shares is
limited;
-- the AIM listing of the Ordinary Shares does not, in itself,
offer investors the opportunity to trade in meaningful volumes or
with frequency within an active market. With little trading volume,
the Company's share price can move up or down significantly
following trades of small numbers of shares; and
-- due to the Company's limited liquidity in its shares and, in
practical terms, a small free float and market capitalisation,
continuing admission to trading on AIM no longer sufficiently
provides the Company with the advantages of providing access to
capital or enabling the Ordinary Shares to be used to effect
acquisitions.
Following careful consideration, the Board believes that it is
in the best interests of the Company and Shareholders to seek the
proposed Cancellation at the earliest opportunity.
PROCESS FOR, AND PRINCIPAL EFFECTS OF, THE CANCELLATION
The Directors are aware that certain Shareholders may be unable
or unwilling to hold Ordinary Shares in the event that the
Cancellation is approved and becomes effective. Such Shareholders
should consider selling their interests in the market prior to the
Cancellation becoming effective.
Under the AIM Rules, the Company is required to give at least 20
clear Business Days' notice of Cancellation. Additionally,
Cancellation will not take effect until at least 5 clear Business
Days have passed following the passing of the Resolution. If the
Resolution is passed at the Extraordinary General Meeting, it is
proposed that the last day of trading in Ordinary Shares on AIM
will be Wednesday 6 July 2016 and that the Cancellation will take
effect at 7.00 a.m. on Thursday 7 July 2016.
The principal effects of the Cancellation will be that:
-- there would be no formal market mechanism enabling the
Shareholders to trade Ordinary Shares on AIM and, furthermore, no
other recognised market or trading facility (other than the
proposed Matched Bargain Facility referred to in paragraph 3.2
below) will be available to enable trading of the Ordinary
Shares;
-- while the Ordinary Shares will remain freely transferrable,
it is possible that following publication of this document, the
liquidity and marketability of the Ordinary Shares may be
significantly reduced and the value of such shares may be adversely
affected as a consequence;
-- it may be more difficult for Shareholders to determine the
market value of their investment in the Company at any given
time;
-- the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply;
-- Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of certain
events, or required to obtain shareholder approval, where
applicable, including substantial transactions, financing
transactions, reverse takeovers, related party transactions and
fundamental changes in the Company's business, including certain
acquisitions and disposals;
-- the levels of transparency and corporate governance within
the Company are unlikely to be as stringent as for a company quoted
on AIM; the Company will cease to have an independent nominated
adviser and broker;
-- the Company's CREST facility will be cancelled and, although
the Ordinary Shares will remain transferable, they will cease to be
transferable through CREST. Instead, Shareholders who hold Ordinary
Shares in CREST will receive share certificates; and
-- the Cancellation may have taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax
position should consult their own professional independent tax
adviser.
The Company will remain subject to the Isle of Man Companies Act
2006. Shareholders should also note that the Takeover Code will
continue to apply to the Company following the Cancellation for the
period of 10 years from the date of Cancellation and, therefore,
Shareholders will continue to receive the minority and other
protections afforded by the Takeover Code. The Company will also
continue to be bound by the Articles (which requires shareholder
approval for certain matters) following the Cancellation; the
Company may, however, seek Shareholder approval to amend the
Articles so as to reflect the Company's change from listed to
unlisted status.
The above considerations are non-exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
The Company will endeavour to continue to provide certain
facilities and services to Shareholders that they currently enjoy
as shareholders of an AIM company. Following the Cancellation, the
Company will:
-- continue to communicate information about the Company
(including annual accounts) to its Shareholders, as required by
law, and the Company will continue to hold annual general meetings;
and
-- continue to maintain its website, http://www.norconplc.com/
and to post updates on the website from time to time (being at
least every six months), although Shareholders should be aware that
there will be no obligation on the Company to include all of the
information required under AIM Rule 26 or to update the website as
required by the AIM Rules.
In addition, the Company has been notified that it is the
intention of Kenneth West to resign as Non-Executive Director of
the Company on or around 31 December 2016.
TRANSACTION IN THE ORDINARY SHARES PRIOR TO AND FOLLOWING THE
PROPOSED CANCELLATION
Prior to the Cancellation
Norconsult Telematics Holdings LTD., the Company's Major
Shareholder, has advised the Company that on the date the Circular
is posted to Shareholders (being Tuesday 31 May 2016) it will make
an order to purchase up to 8,000,000 Ordinary Shares in the market
at a price of 19 pence per Ordinary Share. Such order will remain
open until the last trading day on AIM being Wednesday 6 July 2016
(unless the order is fulfilled in advance of this date).
Shareholders should consult with their own independent financial
adviser and/or broker should they wish to consider selling their
interests in the market prior to the Cancellation becoming
effective.
Following the Cancellation
The Board is aware that the proposed Cancellation, should it be
approved by Shareholders at the Extraordinary General Meeting,
would make it more difficult for Shareholders to buy and sell
Ordinary
Shares should they wish to do so.
Shortly following the proposed Cancellation, the Company
intends, subject to being able to comply with Isle of Man company
law, to return cash to Shareholders by way of a Tender Offer, which
will be open to all Shareholders aside from the Major Shareholder,
at a price of 19 pence per Ordinary Share. It is intended that the
Tender Offer will be open for a period of 3 months (the "Closing
Date") from the date that the Tender Offer documentation is sent to
Shareholders. Any Ordinary Shares purchased by the Company by way
of the Tender Offer will be subsequently held in treasury. The
Company will send a circular to Shareholders containing the terms
of the Tender Offer at an appropriate time and further details will
be made available through the Company's website at
http://www.norconplc.com/.
Following the Closing Date of the Tender Offer, the Company will
consider, depending on the number of Shareholders remaining after
the Closing Date, putting in place a Matched Bargain Facility to
assist Shareholders to trade in the Ordinary Shares. If
implemented, the Matched Bargain Facility would be made available
either directly through the Company or through a third party
provider. Under the Matched Bargain Facility, Shareholders or
persons wishing to acquire or dispose of Ordinary Shares would be
able to leave an indication with the Matched Bargain Facility that
they are prepared to buy or sell at an agreed price. In the event
that the Matched Bargain Facility is able to match that order with
an opposite sell or buy instruction, the Matched Bargain Facility
would contact both parties and then effect the bargain. Should the
Company put in place a Matched Bargain Facility, details would be
made available to Shareholders on the Company's website at
http://www.norconplc.com/ and directly by letter or e-mail (where
appropriate).
CURRENT TRADING AND STRATEGY
The Company released its Annual Report for the year ended 31
December 2015 on 19 April 2016. In this report the Directors stated
that the Company's new solutions portfolio continued to deliver
encouraging results and the interaction between engineering
solutions and deployment services was proving profitable. The
Company has a strong cash position and order backlog and, in light
of this, will seek to pursue new markets and engage with new
customers. Following the Cancellation, the Company will continue
with this strategy.
IRREVOCABLE UNDERTAKINGS
The Company has received irrevocable undertakings from certain
Directors being Trond Tostrup (Executive Chairman), Gaute Vik
(Executive Director) and Jørn Longem (Non-Executive Director) and
from Norconsult Telematics Holdings LTD. (a company controlled by
Jørn Longem, Non-Executive Director of the Company and a company
that Trond Tostrup, Executive Chairman of the Company, Arne Dag
Aanensen, Chief Financial Officer of the Company and Gaute Vik,
Executive Director of the Company are directors of), to vote in
favour of the Resolution for 34,359,844 Ordinary Shares in
aggregate, representing approximately 69.7 per cent. of the issued
share capital of the Company. As a result, the Directors believe it
is likely that the Resolution will be passed at the Extraordinary
General Meeting.
PROCESS FOR CANCELLATION
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by
Shareholders at an Extraordinary General Meeting. Accordingly the
Notice of
Extraordinary General Meeting set out in Part II of this
document contains a special resolution to approve the
Cancellation.
Furthermore, Rule 41 of the AIM Rules requires an AIM company
that wishes the London Stock Exchange to cancel the admission of
its shares to trading on AIM to notify shareholders and to
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date. In
accordance with AIM Rule 41, the Directors have notified AIM of the
Company's intention, subject to the Resolution being passed at the
Extraordinary General Meeting, to cancel the Company's admission of
the Ordinary Shares to trading on AIM on 7 July 2016. Accordingly,
if the Resolution is passed the Cancellation will be effective at
7.00 a.m. on 7 July 2016.
EXTRAORDINARY GENERAL MEETING
The Extraordinary General Meeting will be held at the Company's
registered office at Fort Anne, Douglas, Isle of Man, IM1 5PD
commencing at 12.00 p.m. on Wednesday 29 June 2016. If approved it
is expected that the Cancellation will take effect from 7.00 a.m.
on Thursday 7 July 2016.
If the Cancellation becomes effective, finnCap Ltd will cease to
be nominated adviser of the Company and the Company will no longer
be required to comply with the AIM Rules.
RECOMMATION
The Directors consider that the Resolution and Cancellation is
in the best interests of the Company and its Shareholders as a
whole. The Directors unanimously recommend that you vote in favour
of the Resolution.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Notice provided to the Tuesday 31 May 2016
London Stock Exchange
to notify it of the proposed
Cancellation
Publication and posting Tuesday 31 May 2016
of the Circular and Form
of Proxy to Shareholders
Latest time and date 12 p.m. on Monday 27 June
for receipt of completed 2016
Forms of Proxy in respect
of the Extraordinary
General Meeting
Time and date of the 12 p.m. on Wednesday 29
Extraordinary General June 2016
Meeting
Expected last day of Wednesday 6 July 2016
dealings in Ordinary
Shares on AIM(2)
Expected time and date 7.00 a.m. on Thursday
of Cancellation(2) 7 July 2016
DEFINITIONS
"AIM" AIM, the market operated by the
London Stock Exchange
"AIM Rules" the rules and guidance for companies
whose shares are admitted to trading
on AIM entitled "AIM Rules for
Companies" published by the London
Stock Exchange, as amended from
time to time
"Articles" the articles of association of
the Company as at the date of
this document
"Business Day" a day (excluding Saturday, Sunday
and public holidays in England
and Wales) on which banks are
generally open for business in
London for the transaction of
normal banking business
"Cancellation" the cancellation of admission
of the Ordinary Shares to trading
on AIM, subject to passing of
the Resolution and in accordance
with Rule 41 of the AIM Rules
"Circular" the circular to Shareholders dated
31 May 2016
"Company" or Norcon plc, a company registered
"Norcon" in Isle of Man with company number
002730V and whose registered office
is at Fort Anne, Douglas, Isle
of Man, IM1 5PD
"CREST" a relevant system (as defined
in the CREST Regulations) in respect
of which Euroclear is the Operator
(as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities
Regulations 2006 of the Isle of
Man
(Statutory Document Number 743/06)
including any modifications or
any regulations made in substitution
under sections 48 and 215 of the
IoM 2006 Act and for the time
being in force
"Directors" or the board of directors of the
"Board" Company
"Extraordinary the Extraordinary General Meeting
General Meeting" of the Company convened for 12.00
p.m. on Wednesday 29 June 2016
and any adjournment thereof, notice
of which is set out at the end
of the Circular
"Form of Proxy" the form of proxy enclosed within
the Circular for use at the Extraordinary
General Meeting or at any adjournment
thereof
"London Stock London Stock Exchange plc
Exchange"
"Major Shareholder" Norconsult Telematics Holdings
LTD., who have an interest in
27,170,511 Ordinary Shares, representing
55.1 per cent. of the issued share
capital of the Company
"Matched Bargain the proposed matched bargain trading
Facility" facility
"Notice of Extraordinary the notice of Extraordinary General
General Meeting" Meeting which is set out in the
Circular
"Ordinary Shares" the ordinary shares of GBP0.01
each in the capital of the Company,
and "Ordinary Share" means any
one of them
"Regulatory Information has the meaning given to it in
Service" the AIM Rules any of the services
approved by the London Stock Exchange
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 Extraordinary General Meeting
in the form set out in the Notice
of Extraordinary General Meeting
"Shareholders" holders of Ordinary Shares from
time to time and "Shareholder"
means any one of them
"Takeover Code" the City Code on Takeovers and
Mergers
"Tender Offer" the proposed tender offer to be
made by the Company to purchase
Ordinary Shares
"United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOAAMMPTMBTJBLF
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