Stavert Zigomala Miscellaneous high priority announcements
July 10 2013 - 4:00AM
UK Regulatory
TIDMSTZ
Miscellaneous high priority announcements
Stavert Zigomala PLC
Registered Office
PO Box 233
Manchester
M60 1QP
Telephone: 0161-747 -7321 - Fax: 0161-746-7043
10th July 2013
STAVERT ZIGOMALA PLC ("THE COMPANY")
PROPOSED CANCELLATION OF ADMISSION OF THE 20p ORDINARY STOCK UNITS ("Ordinary Shares") TO THE LONDON STOCK
EXCHANGE, PREMIUM LISTING AND NOTICE OF EXTRAORDINARY GENERAL MEETING
The Company announces that it is seeking Shareholder approval for the cancellation of admission to trading
on the London Stock Exchange of its Ordinary Shares ("Delisiting").
An Extraordinary General Meeting ("EGM") is being convened to be held on Friday 2nd August 2013 at
Hallidays LLP, Riverside House, Kings Reach Business Park, Yew Street, Stockport, Cheshire, SK4 2HD at 10am
at which a resolution which seeks Shareholder approval for the Delisting will be proposed.
A circular giving details of the proposed Delisting and convening the General Meeting will be posted to
Shareholders today. Copies of the circular are available on the UKLA's National Storage Mechanism (NSM)
EXPECTED TIMETABLE OF EVENTS:
1. Despatch of this document and form of proxy and notice provided to London Stock Exchange to cancel
the admission Wednesday 10th July 2013
2. Latest time and date for receipt of Forms of Proxy in respect of the EGM 4pm on Thursday 1st
August 2013
3. Time and date of the EGM 10am on Friday 2nd August 2013
4. Letter sent to the London Stock Exchange requesting that the admission of the Ordinary Shares be
cancelled and Delisted following Special Resolution being passed at the Meeting 2nd August 2013
5. Expected last day of dealings in Ordinary Shares on the London Stock Exchange Monday 2nd September
2013
6. Expected date of Delisting 7am on Tuesday 3rd September 2013
7. Each of the times and dates in this timetable is subject to change. If any of the above time
and/or dates change, the revised times and dates will be notified to Shareholders by an announcement
through a regulatory information service recognised by the London Stock Exchange.
The following information is extracted from a circular to Shareholders (the "Circular") expected to be
posted today. Copies of the Circular will be available from the Company's registered Office upon request.
Definitions used in the Circular apply in this announcement, unless the context otherwise requires:
1 Proposed de-listing of the Company from the Official List
1.1 This letter is to inform you of the Company's intention to de-list the Company's 20p ordinary
stock units ("Ordinary Shares") from the Official List of the UK Listing Authority ("the Delisting").
Pursuant to the Listing Rules, and in particular Listing Rule 5.2.5, the Delisting is subject to
shareholders' approval being obtained. Accordingly, the purpose of this document is to provide shareholders
with information on the Delisting and to seek the requisite approval by way of Special Resolution at an
Extraodinary General Meeting of the Company ('EGM'), notice of which is set out attached to this letter.
This letter constitutes the relevant Circular required under the Listing Rules.
1.2 Once approval has been obtained, it is necessary to give at least 20 business days notice of the
Delisting. Given the proposed date of the EGM being 2nd August 2013, the anticipated date for the
Delisting will be 3rd September 2013.
2 Background to and reasons De-listing
2.1 This letter is written with regard to the Company's present status as a public limited company
with a premium listing on the London Stock Exchange.
2.2 Since the Company concluded the sale of its only trading business, Petco Furnishers Limited some
years ago, the Company's only activity has been in connection with the holding of investments. Because the
Company, for listing purposes, is not categorised as an Investment Company it is not permitted under the
Listing Rules to buy or sell investments or other securities. The cost of initial or continuing compliance
in converting to investment company status would not, in the opinion of the Board, be justified.
2.3 The Board has been giving careful consideration to the comparative advantages of listed and non
listed status and has concluded that there are various reasons to seek approval from the shareholders for
the Delisting. The main issues are the expenses incurred as a result of the listing, the drawbacks of the
listing in connection with restrictions on the conduct of the Company's investment activities, and the lack
of marketability of the Ordinary Shares.
2.4 As a consequence of the listing the Company is required to pay annual fees to the London Stock
Exchange and to the Financial Conduct Authority ("FCA") which in the year to 31st May 2013 amount in total
to GBP10,630. In addition the Company has to pay fees for regulatory announcements, (estimated at GBP400 per
annum) and additional audit fees and higher accountancy fees for being obliged to have a separation of
audit and accounting (estimated at GBP5,000). This amounts in total to GBP16,030 or about 38% of our total
expenditure in the last year. It is also anticipated that actual and potential future changes in the
regulatory regime can only exacerbate the financial burden.
2.5 Due to the Company's listing, the Company is not permitted by the FCA to buy and sell investments,
including shares and other securities. This has resulted in a large cash balance, currently approximately
GBP500,000, being held on deposit. Deposit rates currently being minimal this cash could clearly be put to
better use. The Directors are also hampered by what in effect is an enforced passive investment approach.
2.6 Nor is it considered that the shareholders are receiving any benefit from the marketability of the
shares as a listed company. The very few market transactions which have taken place in recent years have
done so at prices very substantially less than the net asset value.
3 Recommendation
3.1 Accordingly, the Board believes that the Company and its Shareholders irrespective of the size of
their holding will be better served by Delisting. The Directors believe that the proposed Special
Resolution is in the best interests of the Company and all of the Shareholders and unanimously recommend
that you vote in favour of it as they intend to do in respect of their own beneficial shareholdings.
4 Shares for Delisting
4.1 The cancellation of the Listing relates to all 20p Ordinary Shares held in the Company, which are
the only class of stock/share that are listed on the Official List.
3.3.1 (2)
Special Resolution
The special resolution to approve the Delisting is as follows:
"That pursuant to Rule 5.2 of the Listing Rules the holders of the 20p Ordinary Stock Units in the Company
(being "the Securities" for the purpose of that Rule) do hereby approve the cancellation of the Listing of
the Securities".
5 Effect of the Delisting on Shareholders
5.1 The principal effects of the Delisting would be that:-
5.1.1 there would no longer be a formal market mechanism enabling Shareholders to trade their shares on
the London Stock Exchange or any other market or trading exchange;
5.1.2 the Company would no longer be bound to comply with the corporate governance requirements for
companies with a premium listing;
5.2 However, the Directors intend to continue to operate the Company for the benefit of all
Shareholders. They also intend to continue to keep Shareholders informed of progress and remain committed
to high standards of corporate governance. As such, the Directors will:-
5.2.1 hold annual general meetings and general meetings in accordance with statutory requirements and
the Company's Articles of Association (the "Articles");
5.2.2 continue to operate corporate governance in the same manner as the Company has previously done as
a premium listed company; and
5.2.3 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.
5.3 Following the Delisting, although the Ordinary Shares will remain transferable they will no longer
be tradable on the London Stock Exchange and no other trading facility will be available to facilitate the
trading of the Ordinary Shares. Consequently, it is likely to be more difficult for a Shareholder to
purchase or sell any Ordinary Shares following the Delisting. The Directors intend, however, to review on
an ongoing basis whether they can facilitate trading on a matched bargain basis and Shareholders interested
in any such potential matched bargain arrangements should contact the Company Secretary, Roger Cooper at
the Company's registered office in the first instance.
6 Expected Timetable of Events
6.1 Despatch of this document and form of proxy and notice provided to London Stock Exchange to cancel
the admission Wednesday 10th July 2013
6.2 Latest time and date for receipt of Forms of Proxy in respect of the EGM 4pm on Thursday 1st
August 2013
6.3 Time and date of the EGM 10am on Friday 2nd August 2013
6.4 Letter sent to the London Stock Exchange requesting that the admission of the Ordinary Shares be
cancelled and Delisted following the Special Resolution being passed at the Meeting 2nd August 2013
6.5 Expected last day of dealings in Ordinary Shares on the London Stock Exchange Monday 2nd September
2013
6.6 Expected date of Delisting 7am on Tuesday 3rd September 2013
6.7 Each of the times and dates in this timetable is subject to change. If any of the above time
and/or dates change, the revised times and dates will be notified to Shareholders by an announcement
through a regulatory information service recognised by the London Stock Exchange.
7 General Meeting
7.1 The notice convening the EGM to be held on Friday 2nd August 2013 at Hallidays LLP, Riverside
House, Kings Reach Business Park, Yew Street, Stockport, Cheshire, SK4 2HD at 10am is set out at the end of
this document.
8 Action to be taken
8.1 You will find enclosed with this document a form of proxy for use at the EGM. Whether or not you
propose to attend the EGM in person you are requested to complete the form of proxy and return it to the
Company's registered office for the attention of the Company Secretary:-
Registered Office
C/O HAGUE LAMBERT
P O BOX 233
15 BYROM STREET
MANCHESTER
M60 1QP
8.2 The proxy must arrive no later than 4pm on Thursday 1st August 2013. The completion and return of
the form of proxy will not affect your right to attend and vote in person at the EGM if you so wish.
Yours sincerely
Edward N Cooper
Chairman
Stavert Zigomala
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