TIDMRCG
RNS Number : 7032I
RCG Holdings Limited
03 June 2014
3 June 2014
RCG Holdings Limited
("RCG" or the "Company" and together with its subsidiaries, the
"Group")
NOTICE OF AGM AND PROPOSED CANCELLATION OF ADMISSION OF THE
COMPANY'S SHARES TO TRADING ON AIM
The Board of the Company announces that the Company intends to
seek the approval from the Shareholders at the AGM to be held at
4:00 pm (Hong Kong time) on 27 June 2014 at Lot 1, Jalan Teknologi
3/5, Taman Sains Selangor 1, Kota Damansara, Petaling Jaya,
Selangor, Malaysia for a special resolution on the
Cancellation.
A notice of the AGM will be included in the AGM circular which
is expected to be despatched to Shareholders on 4 June 2014.
1. Background to and reasons for the proposed Cancellation
The Shares have been admitted to trading on AIM since 2 July
2004. The Shares were listed on the HKSE on 10 February 2009 and
the Company has maintained its dual listing status since then.
Since the listing on the HKSE on 10 February 2009, there has been
an increasing number of Shareholders moving their Shares from the
Jersey branch share register to the Hong Kong branch share
register. The number of Shares registered and maintained on the
Hong Kong branch share register has risen to around 96.38% of the
issued Shares as at the date of this announcement. Accordingly, the
trading volumes on AIM have reduced significantly, with the average
daily trading volume from May 2013 to April 2014 on HKSE of 8.2143
million Shares, more than 600 times of the average trading volume
on AIM of 0.0136 million Shares.
In light of the above, the Board has undertaken a review of the
costs and benefits of maintaining a listing on AIM and has
concluded that the costs (including management resources and time)
and regulatory requirements associated with maintaining admission
to AIM outweigh the benefits gained from maintaining admission.
These costs include fees paid to the Company's nominated adviser
and broker, registrar, annual fees paid to the London Stock
Exchange, and fees and expenses of associated professional
advisers. After careful consideration, the Directors have concluded
that it is in the best interests of the Company and Shareholders if
the Company's admission to trading on AIM is cancelled. The Shares
will however continue to be listed on the HKSE. Following the
Cancellation, the Board believes that it will be able to better
focus its resources on the matters relating to its listing on the
HKSE, in line with the Group's business operations and expansion
plans in Asia Pacific.
2. Cancellation timing and process
Under Rule 41 of the AIM Rules for Companies, the Cancellation
can only be affected by the Company if approved by 75% of
Shareholders voting at a general meeting, and the expiration of a
period of at least 20 business days from the date on which notice
of the Cancellation was given. In addition, a period of at least 5
business days following the Shareholders' approval for the
Cancellation is required before the Cancellation may be put into
effect.
Therefore, it is expected that the Cancellation will take effect
from 7:00 am (UK time) on 8 July 2014. The Shares will continue to
be listed on the HKSE.
After the Cancellation, the Company will no longer be subject to
the AIM Rules for Companies and will not be required to retain a
nominated adviser or broker.
Following Cancellation, the Directors intend to continue to
operate the Group's business in the same manner and with the same
strategy as at present and intend to continue to expand the Group's
business by exploring new revenue streams and business
opportunities to support its future growth. At the same time, the
Group will continue to exercise cost control measures and reduce
overheads, including savings arising from Cancellation.
3. Cancellation administration
In connection with the Cancellation, the Company intends to
terminate the Depository Interest facility with effect from the
close of business on the business day preceding the day that the
Cancellation takes place and expects to issue formal notification
of this to the Depository. Pursuant to the Deed Poll, the
Depository expects to serve notice of termination to Euroclear
which will, subject to the Cancellation becoming effective, disable
the ISIN in CREST as at close of business on the business day prior
to the Cancellation which will result in the Depository Interests
being non-transferable in CREST. The Depository will then arrange
for the transfer of the underlying Shares that it continues to hold
to be registered in the names of the Depository Interest holders on
the Jersey branch share register. Capita Asset Services will then
arrange for all of the entries on the Jersey branch share register
to be moved to the Hong Kong branch share register maintained by
Union Registrars Limited which will in turn, issue HKSE Share
Certificates to such Shareholders.
In order for Depository Interest Holders and Shareholders whose
Shares are currently registered on the Jersey branch share register
to be able to trade their Shares on the HKSE following the
Cancellation, HKSE Share Certificates representing such Shares must
be lodged with a Hong Kong stockbroker.
If you do not take action upon receipt of the AGM circular, your
HKSE Share Certificate will be sent to your address as it appears
on the Jersey branch share register and accordingly you will not be
able to trade your Shares until HKSE Share Certificate has been
lodged with a Hong Kong Stockbroker. The Directors believe that
many Shareholders will be able to trade in the Shares through their
current stockbroker as many UK stockbrokers have a Hong Kong
counterparty. However, in order to ensure that all Shareholders
have the ability to trade their shares on the HKSE, the Company
intends to make arrangements with a UK stockbroker who has a Hong
Kong counterparty to assist the Shareholders in their trading
activities on the HKSE. Further details of the Cancellation
administration procedure will be included in the AGM circular.
4. Current trading
The continued slow momentum in growth experienced in the global
economy, especially the American and the Chinese economies, saw
investors continue in a risk averse manner and readjusting their
market confidence in all sectors, in particular the related Asian
markets.
Against this economic climate, the Group will continue to
re-examine its value propositions and focus on re-aligning its
businesses to meet the challenges ahead.
For the 2013 financial year, the Group reported total revenue of
HK$466.3 million, which represents a reduction of 54.4% compared to
the financial year of 2012. Despite registering a net loss in its
financials, the Group has recorded a slight improvement in
financial performance.
5. Annual General Meeting
The annual general meeting will be convened and held on 27 June
2014, for the Shareholders and independent Shareholders to
consider, and if thought fit, inter alia, passing the resolution to
approve the Cancellation.
Further details of the Cancellation will be contained in the AGM
circular which is expected to be posted to Shareholders on 4 June
2014.
Enquiries:
RCG Holdings Limited Tel: +852 2637 2800
Wang Zhongling, Chief Executive Officer
ir@rcg.tv
Smith & Williamson Corporate Finance Limited Tel: +44 (0) 20 7131 4000
(Nominated Adviser and Broker)
Dr. Azhic Basirov / David Jones / Ben Jeynes
DEFINITIONS
In this announcement, unless the context otherwise requires, the
following expressions shall have the following meaning:
"AGM" the annual general meeting of the Company to be
convened at 4:00 p.m. on 27 June 2014 (Hong Kong
time);
"AIM" the AIM market, operated by the LSE;
"AIM Rules" the AIM Rules for Companies published by the LSE
from time to time;
"Board" the board of Directors;
"Capita Asset Capita Registrars Limited, being the company appointed
Services" to maintain the Jersey branch share register;
'Cancellation" the proposed cancellation of admission of the Shares
to trading on AIM;
"Company" RCG Holdings Limited (AIM: RCG, HKSE: 802), a company
incorporated in Bermuda with limited liability
and the Shares of which are listed on The Stock
Exchange of Hong Kong Limited and admitted to trading
on AIM and are traded on the ISDX secondary market;
"CREST" a relevant system (as defined in the Regulations)
in respect of which Euroclear is the operator (as
defined in the Regulations);
"Deed Poll" the trust deed poll under which the Depository
issues DIs and holds the corresponding Shares as
bare trustee for the Depository Interest Holders;
'Depository" Capita IRG Trustees Limited;
"Depository the holder(s) of Depository Interests;
Interest Holder(s)"
"Depository the depository interests representing entitlements
Interests" or to Shares on a one for one basis;
"DIs"
"Director(s)" the director(s) of the Company;
"Euroclear" Euroclear UK & Ireland Limited;
"Group" the Company and its subsidiaries;
"HKSE" The Stock Exchange of Hong Kong Limited;
"HK$" Hong Kong dollars, the lawful currency of Hong
Kong;
"HKSE Share share certificates representing Shares listed on
Certificate(s)" the HKSE;
"Hong Kong" the Hong Kong Special Administrative Region of
the People's Republic of China;
"ISDX" ICAP Securities & Derivatives Exchange Limited,
a recognized Investment Exchange under the Financial
Services and Markets Act 2000 (formerly PLUS Stock
Exchange/PLUS-SX);
"ISIN" International Securities Identification Number;
"London Stock London Stock Exchange plc
exchange or LSE"
"Regulations" the Uncertificated Securities Regulations 2001
No. 3755, as amended from time to time;
"Shareholder(s)" the shareholder(s) of the Company;
"Share(s)" the existing ordinary share(s) with a nominal
value of HK$0.01 each in the capital of the Company;
"UK" the United Kingdom of Great Britain and Northern
Ireland; and
"%" per cent.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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