Proposed De-Listing from AIM
April 10 2008 - 3:03AM
UK Regulatory
RNS Number:0362S
Prometheus Energy Co
10 April 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN.
Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into the United States, Canada,
Australia, the Republic of Ireland, the Republic of South Africa or Japan. Any
failure to comply with this restriction may constitute a violation of United
States, Canadian, Australian, Republic of South Africa, Republic of Ireland or
Japanese securities laws.
Prometheus Energy Company
("Prometheus" or "the Company")
Proposed De-Listing from AIM
Notice of Extraordinary General Meeting
London, April 10, 2008 - The Board of Prometheus Energy Company gives notice
that an Extraordinary General Meeting ("EGM") of the Company will be held at
the Company's offices, 9675 SE 36th Street, Mercer Island, Washington 98040 at
10.00 am on Friday, May 2, 2008. The EGM has been convened to approve the
cancellation of the admission of the Company's shares to trading on AIM and
amend the Company's Articles of Incorporation
If shareholders approve the cancellation at the General Meeting the expected
date for the proposed cancellation is 8.00am on 9 May 2008.
Shareholders should note that cancellation is likely to reduce significantly the
liquidity and marketability of the Company's Common Shares. Once cancellation
has taken effect, the Company's Shareholders will no longer be able to effect
transactions in the Company's Common Shares on market at the market price.
Following cancellation, therefore, the Company's Shareholders will have to
effect any further transactions in the Company's Common Shares off market at a
price to be agreed between the relevant parties. Once the transaction is agreed,
the relevant parties should contact the Company's Transfer Agent, Capita
Trustees-Jersey, whose contact details can be found on the Company's website
(www.prometheus-energy.com)
The Notice of the EGM has been posted to shareholders today, and the letter sent
to shareholders by the Company's Chairman, Stanislas Yassukovich, is copied
below.
Copies of these documents are available to view on the Company's website
(www.prometheus-energy.com).
To: Shareholders, and for information only, to Optionholders
Dear Sir or Madam,
Cancellation of admission of Common Shares to trading on AIM
Notice of General Meeting
1. Introduction
The Company is today announcing that it is seeking shareholder approval to
cancel the admission of the Common Shares to trading on AIM (the "De-listing"),
as well as amendments to the Company's Articles of Incorporation to reflect the
De-listing.
This letter sets out the background to and reasons for the De-listing and why
your Board believes it to be in the best interests of Shareholders as a whole,
and also includes a recommendation from the Directors.
2. De-listing
The Common Shares were admitted to trading via an introduction on AIM in
September 2006. Although no capital was raised at that time, the Company sought
admission for its shares in order to access capital markets. Since Admission,
there has been very little liquidity in the Company's shares.
As a result, the Board has undertaken a review of its need to raise additional
funding and the associated costs and benefits to the Company and its
shareholders of continuing to be traded on AIM. The chief factors considered
were:
a. While seeking to secure further funding the Company has been in discussion
with a number of other parties. Every party the Company has had discussions with
has indicated to the Company that the maintenance of the AIM listing is an
impediment to them making an investment.
b. The costs and regulatory requirements associated with maintaining admission
to AIM are a significant burden on the Company's existing limited financial
resources.
c. The Company has seen limited trading volumes in the Company's shares.
After careful consideration, the Board has concluded that there is little
prospect of raising material funds through AIM and believes that the ongoing
cost and administrative burden of maintaining an AIM quotation outweighs the
benefit gained from it.
The Board has therefore concluded that it is in the best interests of the
Company and the Shareholders if the listing on AIM is cancelled and efforts are
made to secure additional funding from the private equity sector.
Under the AIM Rules for Companies, the De-listing can only be effected by the
Company after securing shareholder approval of a resolution of Shareholders in a
general meeting, and the expiration of a period of at least twenty business days
from the date on which notice of the De-listing is given.
Shareholders should note that cancellation is likely to reduce significantly the
liquidity and marketability of the Company's Common Shares. Once cancellation
has taken effect, the Company's Shareholders will no longer be able to effect
transactions in the Company's Common Shares on market at the market price.
Following cancellation, therefore, the Company's Shareholders will have to
effect any further transactions in the Company's Common Shares off market at a
price to be agreed between the relevant parties. Once the transaction is agreed,
the relevant parties should contact the Company's Transfer Agent, Capita
Trustees-Jersey whose contact details can be found on the Company's website
(www.prometheus-energy.com)
The resolutions contained in the Notice seeks Shareholder approval for the
De-listing, as well as for amendments to the Company's Articles of
Incorporation. To be adopted, the De-listing must be approved by shareholders
holding seventy-five percent (75%) of the shares voted at the General Meeting.
Adoption of amendments to the Company's Articles of Incorporation are contingent
upon approval by the requisite vote of the De-listing. In addition, shareholders
holding at least fifty percent (50%) of the shares held at the General Meeting
must vote in favour of the proposed amendments.
Assuming that Shareholders approve the Resolutions, it is proposed that the
De-listing will take place at 8.00 am London Time on May 9, 2008.
3. General Meeting
Set out at the end of this document is a notice convening the General Meeting of
the Company to be held at the Company's offices, 9675 SE 36th Street, Mercer
Island, Washington, 98040 at 10.00 am on Friday, May 2, 2008. At this General
Meeting, the Resolutions will be proposed.
4. Actions to be taken
You will find enclosed with this document a Form of Proxy for use at the General
Meeting. Whether or not you propose to attend the General Meeting in person you
are requested to complete and return the Form of Proxy to in accordance with the
instructions printed thereon as soon as possible and, in any event, so as to be
received no later than 8.00 am on Thursday, May 1, 2008. Completion and return
of a Form of Proxy will not preclude you from attending the General Meeting and
voting in person if you wish.
5. Recommendation
The Directors consider that the De-listing is a precondition to securing long
term funding, is in the best interests of the Company and the Shareholders as a
whole and is most likely to promote the success of the Company for the benefit
of the Shareholders as a whole.
The Directors unanimously recommend that you vote in favour of the De-listing
Resolution and in favour of the proposed amendments as they intend to do in
respect of their aggregate shareholding of 2,879,687 Common Shares (representing
4.78% of the issued Common Shares).
Yours faithfully
Stanislas Yassukovich
Non-Executive Chairman
ENDS
For further information, please contact:
Prometheus Energy Company +1 206 267 0800
Kirt Montague (Chief Executive Officer)
Jefferies International Limited +44 20 7029 8000
Toby Hayward
Oliver Griffiths
Cubitt Consulting +44 20 7367 5100
Simon Brocklebank- Fowler
Michael Henman
Allison Reid
This press release does not constitute an offer for the sale of securities in
the United States. Prometheus' securities are restricted under United States
securities laws and may not be offered or sold in the United States absent a
registration statement or a valid exemption from registration.
Notes to Editors
Prometheus Energy Company is a public corporation with its shares traded on the
London Stock Exchange's AIM market. It is headquartered in Seattle, Washington.
Prometheus is a global alternative and renewable fuel company, specialising in
the production, distribution, and sale of liquid natural gas (LNG) from low-cost
waste and stranded sources of methane. The Company is an emerging leader in
distributed fuel production, integrating small-scale purification and
liquefaction systems that generate fuel near the end-user. For more information
concerning Prometheus please contact the company at +1 206 267-0800 or at
Info@Prometheus-Energy.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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