Cancellation of admission of ord shares
February 09 2009 - 2:00AM
UK Regulatory
TIDMNNG
RNS Number : 9708M
Newport Networks Group PLC
09 February 2009
9 February 2009
NEWPORT NETWORKS GROUP PLC
Proposed cancellation of admission of Ordinary Shares to trading on AIM and
Notice of General Meeting
The Board of Newport Networks Group PLC ("Newport" or the "Company") has today
posted a circular to its shareholders ("Shareholders") convening a general
meeting ("GM") of the Company to be held at the offices of Speechly Bircham LLP
at 6 New Street Square, London EC4A 3LX at 2.00pm on Tuesday 10 March 2009. At
this meeting, Shareholders will be asked to approve the resolution necessary for
the Company to cancel the admission of its AIM securities ("the Cancellation").
If Shareholders approve the Cancellation at the GM, the expected date for the
proposed Cancellation is 7.00 a.m. on Wednesday 18 March 2009. The Company has
also today notified the London Stock Exchange plc of the intended Cancellation.
The full text of the letter sent to Shareholders from the Company's Chairman,
Sir Terence Matthews, is reproduced below.
A copy of the circular to Shareholders will be available to view on the
Company's website:
www.newport-networks.com
For further information
Newport Networks Group PLC Tel : 01291 612731
John Ackroyd, Chief Executive
Evolution Securities Tel : 0207 071 4300
Robert Collins/Tim Redfern/Neil Elliot
LETTER FROM THE CHAIRMAN OF NEWPORT
"Dear Shareholder,
Proposed cancellation of admission of Ordinary Shares to trading on AIM
and
Notice of General Meeting
1. Introduction
Earlier today, the Company announced that it intends to seek shareholder
approval to cancel the admission of its Ordinary Shares to trading on AIM.
The purpose of this letter is to inform you that the Directors have concluded
that it is no longer in the best interests of the Company or its Shareholders to
maintain the admission to AIM of the Ordinary Shares.
Accordingly, a Shareholders' meeting of the Company is to be held at 2.00pm on
10 March 2009 at the offices of Speechly Bircham LLP at 6 New Street Square,
London EC4A 3LX. At this meeting, Shareholders will be asked to approve the
resolution necessary for the Company to cancel the admission of its AIM
securities.
2. Background to the De-Listing
The Ordinary Shares were admitted to trading on AIM in 2004 and since that time
the Company has developed Session Border Controller and Border Gateway products
for use in the Next Generation Networks of major telecommunications operators.
Unfortunately delays in the deployment of Next Generation Networks have left
Newport with little or no revenue throughout the period.
When the interim results for the six months to 30 June 2008 were announced on 30
September 2008, it was stated that detailed discussions had taken place with
many potential interested parties to seek an offer for the entire issued share
capital of the Company and its technology. Whilst discussions were continuing
with interested parties, the Directors stated that they were not optimistic that
these discussions would reach a successful conclusion.
Negotiations have now been concluded with all but one interested party and the
Directors consider it is very unlikely that an offer will be received for the
Company or its technology from this interested party.
The results for the nine months to 30 September 2008 are likely to show revenue
of less than GBP100,000 and net liabilities of GBP2.5m. The Company continues to
be dependant upon my support.
The Group has significantly reduced its cost base and presently has only two
employees. The Directors consider that in its current position the cost of being
an AIM listed company cannot be justified. They consider that this cost is in
the region of GBP100,000 per annum. Given the requirement to conserve cash, the
low market capitalisation of the Company and the low liquidity of the Ordinary
Shares, the Directors consider that it would be in the best interests of the
Company and its Shareholders to seek a delisting of its Ordinary Shares on AIM.
3. The De-Listing
In accordance with Rule 41 of the AIM Rules, the Company has today notified the
London Stock Exchange of its intention to seek the De-Listing, which is
conditional upon the consent of not less than 75 per cent. of votes cast by
Shareholders in a general meeting.
Consequently, the Company is convening the General Meeting for 2.00pm on Tuesday
10 March 2009. If the Resolution is passed at the General Meeting then the last
day of trading of the Company's Ordinary Shares is expected to be 17 March 2009
and with cancellation of admission to trading on AIM being effective from 7.00
a.m. on 18 March 2009. The Notice of the General Meeting is set out on page 7 of
this document.
Shareholders should note that following the De-Listing the Company will remain
subject to the City Code.
4. Strategy following the De-Listing
Following the De-Listing, the Directors intend to continue to seek alternative
options for the Company, but Shareholders should be aware that if the Company is
unable to find a suitable alternative, then the Board will be obliged to
consider whether the Company is in a position to continue trading.
5. Transactions in the Ordinary Shares following De-Listing
Following the De-Listing, there will be no market facility for dealing in the
Ordinary Shares and no price will be publicly quoted for the Ordinary Shares. As
such, holdings of Ordinary Shares are unlikely to be capable of sale and will be
difficult to value. However, while there can be no guarantee of any Shareholders
being able to purchase or sell any Ordinary Shares, the Directors intend to use
reasonable endeavours to create and maintain a matched bargain settlement
facility. Under this facility, Shareholders or persons wishing to acquire shares
will be able to leave an indication with the matched bargain settlement facility
provider that they are prepared to buy or sell at an agreed price. In the event
that the matched bargain settlement facility provider is able to match that
order with an opposite sell or buy instruction, the matched bargain settlement
facility provider will contact both parties and then effect the order.
Shareholders who do not have their own broker may need to register with the
matched bargain settlement facility provider as a new client. This can take some
time to process and therefore Shareholders who consider they are likely to avail
themselves of this facility are encouraged to commence it at the earliest
opportunity. The contact details of the matched bargain settlement facility
provider once arranged will be made available to Shareholders on the Company's
website.
6. General Meeting
Set out on page 7 of this document is the GM Notice convening the GM to be held
at 2.00pm on 10 March 2009 at the offices of Speechly Bircham LLP at 6 New
Street Square, London EC4A 3LX.
The Resolution seeks the approval of Shareholders, in accordance with the AIM
Rules, to the cancellation of admission to trading in the Ordinary Shares on
AIM. This is a special resolution which requires the consent of not less than 75
per cent. of votes cast at the General Meeting.
7. Action to be taken by Shareholders
A Form of Proxy for use at the GM accompanies this document. Whether or not
Shareholders intend to attend the GM personally, the Form of Proxy should be
completed and signed in accordance with the instructions thereon and returned to
the Company's offices, Newport Networks Group PLC, Castlegate Business Park,
Portskewett, Caldicot, Monmouthshire NP26 5AA as soon as possible, but in any
event so as to be received by no later than 2.00pm on 8 March 2009. The
completion and return of a Form of Proxy will not preclude a Shareholder from
attending the GM and voting in person should he or she so wish.
8. Recommendation
The Directors consider the De-Listing to be in the best interests of the Company
and its Shareholders as a whole and accordingly unanimously recommend
Shareholders to vote in favour of the Resolution to be proposed at the GM as
they intend to do so in respect of their beneficial holdings amounting, in
aggregate, to 117,368,092 Ordinary Shares, representing approximately 32 per
cent. of the issued share capital of the Company.
Yours faithfully
Sir Terence Matthews
Chairman"
This information is provided by RNS
The company news service from the London Stock Exchange
END
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