TIDMBILL
RNS Number : 9554H
Billing Services Group Limited
30 March 2020
NEWS RELEASE
30 March 2020
Billing Services Group Limited
("BSG" or the "Company")
Notice of Annual General Meeting
and
Proposed cancellation of admission to trading on AIM
Billing Services Group Limited (AIM: BILL) announces that it
will send a circular to shareholders today convening the Company's
2019 Annual General Meeting and setting out the reasons why it is
proposing to cancel the Company's shares from admission to trading
on AIM. A special resolution to approve the proposed cancellation
from trading on AIM is included in the Notice of Annual General
Meeting contained in the circular. Defined terms used in this
announcement are set out below.
Following completion of the sale of BSG Wireless (announced on
28 February 2020), the directors of the Company are of the view
that the ongoing costs and management time, together with the
regulatory, administrative and legal burden associated with
maintaining the Company's admission to trading on AIM, are
disproportionate relative to the benefits of a listing on AIM and
therefore the cancellation of the admission of its Common Shares to
trading on AIM is in the best interests of the Company and its
Shareholders as a whole.
The Company therefore intends to seek its Shareholders' approval
for the Cancellation and confirms that such approval and the
Cancellation shall be subject to and conditional upon the special
dividend referred to in the Company's announcement on 26 March 2020
having been paid to Shareholders. The Circular sets out further
details of the background to and reasons for the Cancellation, the
reasons why the directors believe that the Cancellation is in the
best interests of the Company and its Shareholders as a whole, and
the directors' recommendation to Shareholders to vote in favour of
the resolution to approve the Cancellation. Extracts from the
Circular providing further information regarding the background to
and principal effects of the Cancellation together with the
proposed timetable are set out below.
The 2019 Annual General Meeting of the Company will be held at
4:00 p.m. (BST) on Thursday, 30 April 2020 at the offices of Mr.
Denham Eke, Burnbrae Group Ltd, Viking House, Nelson Street,
Douglas, Isle of Man IM1 2AH at which the resolution approving the
Cancellation and certain other resolutions will be proposed to
Shareholders for approval. A notice convening the AGM and
containing such proposed resolutions is set out in the Circular
which will shortly also be available on the Company's website
www.bsgclearing.com . In light of current social distancing
recommendations and travel restrictions in place, it is proposed
that Shareholders vote electronically or by proxy in advance of the
AGM and attend the meeting telephonically by registering in
accordance with the instructions set out in the Circular and Notice
of AGM.
Subject to the Resolution being passed at the AGM and payment of
the special dividend referred to in the Company's announcement on
26 March 2020 having been made to Shareholders, the expected last
day of dealings in Common Shares on AIM will be Thursday 7 May 2020
and the Cancellation is expected to become effective at 7:00 a.m.
on Monday 11 May 2020. Pursuant to Rule 41 of the AIM Rules, the
Company, through its nominated adviser, finnCap Limited, has
notified the London Stock Exchange of the proposed
Cancellation.
ENQUIRIES :
Billing Services Group Limited
Norman M. Phipps (Chief Executive Officer,
Chief Financial Officer and Executive Director) +1 210 949 7000
finnCap
Nominated Adviser and Broker 020 7220 0500
Scott Mathieson
Matthew Radley
About BSG:
BSG's headquarters is located in San Antonio, Texas, USA. The
Company's shares are traded on the London Stock Exchange (AIM:
BILL). For more information on BSG, visit ( www.bsgclearing.com
).
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
Extracts from the Circular
1. Background
We are pleased to invite you to our AGM which will be held at
4:00 p.m. (BST) on Thursday, 30 April 2020 at the offices of Mr.
Denham Eke, Burnbrae Group Ltd, Viking House, Nelson Street,
Douglas, Isle of Man IM1 2AH.
In light of current social distancing recommendations and travel
restrictions in place, it is proposed that you vote electronically
or by proxy in advance of the meeting and attend the meeting
telephonically by registering in advance for dial-in details by
contacting Brenda Alexander (by email at
Brenda.Alexander@bsgclearing.com or by calling +1 210 949 7098) to
make the necessary arrangements. Voting at the AGM will be
conducted by means of a poll on all resolutions, with each
shareholder having one vote for each share held, thereby allowing
us to count and record all those electronic and proxy votes
submitted prior to the meeting. There will be an opportunity for
shareholders to ask questions. In order to help facilitate this
process we would request questions to be submitted in advance to
Brenda.Alexander@bsgclearing.com before close of business (BST) on
28 April 2020.
In addition to the business customarily undertaken at an annual
general meeting of the Company, the Company announced today that it
intends to seek shareholder approval for the cancellation of
admission of the Company's Common Shares to trading on AIM with
effect from 7:00 a.m. on 11 May 2020. This letter sets out the
background to and reasons for the proposed Cancellation and details
of a proposed dividend to be paid to Shareholders prior to such
Cancellation becoming effective.
Following completion of the sale of BSG Wireless in February
2020, the directors are of the view that the ongoing costs and
management time, together with the regulatory, administrative and
legal burden associated with maintaining the Company's admission to
trading on AIM, are disproportionate relative to the benefits of a
listing on AIM to the Company and that, therefore, maintaining the
Company's listing on AIM is not in the best interests of the
Company and its Shareholders.
Given the nature of the Company's two remaining businesses and
the previously stated strategy to explore ways to either realise
value in them through a sale or to wind them down over time,
continuing the Company's admission to trading on AIM no longer
sufficiently provides the Company with the advantages of providing
access to capital or enabling the issuance of further Common Shares
to effect acquisitions. This is reinforced by the limited liquidity
in the Common Shares and the small market capitalisation of the
Company.
As disclosed at the time of the sale of BSG Wireless, the
Company intended to make a cash distribution to shareholders during
the first quarter of 2020, and in any event before the proposed
Cancellation, and the Company can now confirm, as announced on 26
March 2020, that it expects to make this distribution on 30 April
2020. Following receipt of the consideration in relation to the
disposal of BSG Wireless, the Company is in a position to make a
cash distribution to shareholders by way of a special dividend.
Further details with respect to the timing of this dividend can be
found in the announcement released by the Company on 26 March 2020.
The special dividend per share will equate to approximately
US$0.0291317 per Common Share, representing not less than
US$4,800,000 in aggregate, with the final form and amount of such
dividend to be determined by the Directors acting in their
discretion, taking into consideration applicable legal requirements
relating to the determination and payments of dividends and subject
to: (i) the Company being able to pay its debts as they become due
at the time of and following such distribution; and (ii) the
realisable value of the Company's assets not being less than the
realisable value of its liabilities following such distribution.
The Company can confirm that the special dividend will be paid
before the proposed Cancellation becomes effective and the
Cancellation is conditional upon such special dividend having been
paid.
The Company continues to explore all strategic options for its
two remaining businesses, the Wireline Business and the TPV
Business, and if these strategic options were to lead to a
liquidity event, then the Company would propose to make additional
cash distributions to Shareholders whether before or after the
proposed Cancellation as part of a process of returning any surplus
assets and/or capital to Shareholders. The economic impact of the
on-going COVID-19 pandemic has made the possibility of realising
value for the two remaining businesses more difficult; however, the
Company will continue to explore any and all strategic options in
relation to them. The Company will keep Shareholders apprised of
any developments on these fronts, both before and after the
proposed Cancellation.
2. Process of Cancellation
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the intended Cancellation,
subject to Shareholder approval, giving at least twenty business
days' notice. Under the AIM Rules, it is a requirement that the
Cancellation is approved by not less than 75 per cent. of votes
cast by Shareholders (in person or by proxy) at the AGM. Subject to
the resolution approving the Cancellation being passed at the AGM,
it is anticipated that trading in the Common Shares on AIM will
cease at the close of business on 7 May 2020 with the Cancellation
taking effect 7.00 a.m. 11 May 2020.
Upon the Cancellation becoming effective, finnCap Limited will
cease to be nominated adviser and broker to the Company and the
Company will no longer be required to comply with the rules and
corporate governance requirements to which companies admitted to
trading on AIM are subject, including the AIM Rules.
3. Principal effects of the Cancellation
Following the Cancellation of trading in the Company's Common
Shares on AIM, the Common Shares will not be traded on any public
market and the CREST facility (including the related Depository
Interest arrangement) is expected to be cancelled. Consequently
there can be no guarantee that a Shareholder will be able to
purchase or sell Common Shares or interests in Common Shares.
It is possible that following publication of the Circular, the
liquidity and marketability of the Common Shares and interests in
Common Shares may be significantly reduced and the value of such
Common Shares and interests in Common Shares may be adversely
affected as a consequence.
Although the Common Shares will remain transferable in
certificated form, upon cancellation of the CREST facility, they
will cease to be transferable through CREST.
The Company will not be subject to the AIM Rules and,
accordingly, it will not (amongst other things) be required to
retain a nominated adviser or to comply with the requirements of
AIM in relation to annual accounts and half-yearly reports, the
disclosure of price sensitive information or the disclosure of
information on corporate transactions.
The Company is proposing to adopt new Bye-Laws upon the
Cancellation become effective removing provisions of the current
Bye-Laws that relate to the Company's listing on AIM. The Company
and the Directors will continue to be bound by these new Bye-Laws
and applicable Bermuda law and other applicable laws following the
Cancellation becoming effective.
The Cancellation may have either positive or negative taxation
consequences for Shareholders. Shareholders who are in any doubt
about their tax position should consult their own professional
independent advisor immediately.
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
4. Dealing and settlement arrangements
Following the Cancellation and upon cancellation of the CREST
facility becoming effective, private transfers of interests in
Common Shares in certificated form should be sent to the Company's
registrars, Link Asset Services, 34 Beckenham Road, Beckenham, Kent
BR3 4TU. Existing share certificates remain valid.
If Shareholders wish to buy or sell Common Shares or interests
in Common Shares on AIM they must do so prior to the Cancellation
becoming effective. As noted above, in the event that Shareholders
approve the Cancellation, it is anticipated that the last day of
dealings in the Common Shares on AIM will be 7 May 2020 and that
the effective time and date of the Cancellation will be 7.00 a.m.
11 May 2020.
5. Action to be taken
Please check that you have received the following with the
Circular:
-- a Form of Proxy for use in relation to the AGM; and
-- a reply-paid envelope for use in connection with the return
of the Form of Proxy (in the UK only). We strongly recommend voting
electronically at www.signalshares.com as your vote will
automatically be counted. Given the currently escalating situation
sending a paper proxy is no guarantee of having your vote
counted.
Whether or not you intend to be present in person at the AGM,
you are strongly encouraged to complete, sign and return your Form
of Proxy or submit your vote electronically in accordance with the
instructions printed thereon so as to be received by post or,
during normal business hours only, by hand, at Link Asset Services
of The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU,
United Kingdom, as soon as possible but in any event so as to
arrive by not later than 4:00 p.m. on 27 April 2020 if you hold
Depositary Interests or 28 April 2020 if you hold Common Shares
(or, in the case of an adjournment of the AGM, not later than 72
hours (if you hold Depositary Receipts) or 48 hours (if you hold
Common Shares) before the time fixed for the holding of the
adjourned meeting (excluding any part of a day that is not a
Business Day)).
In light of current social distancing recommendations and travel
restrictions in place, it is proposed that you attend the meeting
telephonically by registering in advance for dial-in details by
contacting Brenda Alexander (by email at
Brenda.Alexander@bsgclearing.com or by calling +1 210 949 7098) to
make the necessary arrangements. If you have any questions that you
would like answered at the meeting, we would request these to be
submitted in advance to Brenda.Alexander@bsgclearing.com before
close of business (BST) on 28 April 2020.
Appointing a proxy in accordance with the instructions set out
above will enable your vote to be counted at the AGM in the event
of your absence. The completion and return of a Form of Proxy will
not preclude you from attending and voting in person at the AGM, or
any adjournment thereof, should you wish to do so.
6. Recommendation
The Directors consider the Cancellation and the Resolutions to
be in the best interests of the Company and its Shareholders as a
whole and accordingly unanimously recommend that Shareholders vote
in favour of the Resolutions to be proposed at the AGM as they
intend to do in respect of their own beneficial holdings amounting,
in aggregate, to 10,638,944 Common Shares, representing
approximately 6.46 per cent. of the Common Shares.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The Circular sent to Shareholders 30 March 2020
Latest time and date for receipt of Form 4:00 p.m. on 27 April
of Direction and CREST Proxy Instructions 2020
from holders of Depositary Interests
Latest time and date for receipt of Form 4:00 p.m. on 28 April
of Proxy and CREST Proxy Instructions from 2020
holders of Common Shares
Annual General Meeting 4:00 p.m. on 30 April
2020
Last day for dealings in Common Shares 7 May 2020
on AIM
Time and date that admission of Common 7:00 a.m. 11 May 2020
Shares to trading on AIM will be cancelled
Notes:
1. Each of the times and dates above are indicative only and if
any of the details contained in the timetable above should change,
the revised times and dates will be notified to Shareholders by
means of an announcement through a Regulatory Information
Service.
2. All of the above times refer to British Summer Time ('BST') unless otherwise stated.
3. All events listed in the above timetable following the AGM
are conditional on the passing at the AGM of the shareholder
resolution approving the Cancellation.
4. The Company does not hold any shares in treasury.
DEFINITIONS
The following words and expressions shall have the following
meanings in this announcement unless the context otherwise
requires:
'AGM' the sanctioned 2019 Annual General Meeting of
the Company (following receipt of the Order of
Sanction in respect of the 2019 year from the
Bermuda Registrar of Companies);
'AIM' the market of that name operated by the London
Stock Exchange;
'AIM Rules' the rules for AIM companies as published by the
London Stock Exchange from time to time;
'Board' or 'Directors' the directors of the Company;
'BSG Wireless' BSG Wireless Limited, a company incorporated and
registered in England and Wales with company number
06520674;
'Business Day' any day which is not a Saturday, Sunday or public
holiday on which banks are open for business in
the City of London and Bermuda;
'Cancellation' the proposed cancellation of admission of the
Common Shares to trading on AIM;
'Circular' the circular to be sent to shareholders, extracts
of which are set out above;
'Common Shares' the 164,768,689 common shares of US$0.59446 each
in the share capital of the Company;
'Companies Act' the Companies Act of Bermuda 1981, as amended;
'Company' or Billing Services Group Limited, a company incorporated
'BSG' and registered in Bermuda with registered company
number EC36839 whose registered office is located
at Victoria Place, 5(th) Floor, 31 Victoria Street,
Hamilton HM 10, Bermuda;
'CREST' the computerised settlement system to facilitate
transfer of title to or interests in securities
in uncertificated form operated by Euroclear UK
& Ireland Limited;
'Depositary Interests' a depositary interest representing an underlying
Common Share;
'Form of Proxy' the form of proxy and direction for use at the
AGM which accompanies the Circular;
'London Stock London Stock Exchange plc;
Exchange'
'Notice of AGM' the notice of the AGM, which is set out at the
end of the Circular;
'Registrar' Link Asset Services of The Registry, 34 Beckenham
Road, Beckenham, Kent, BR3 4TU;
'Resolutions' the resolutions to be proposed at the AGM, as
set out in the Notice of AGM;
'Shareholder(s)' holder(s) of Common Shares;
'TPV Business' the business offering third party verification
services; and
'Wireline Business' the business offering third-party telephone billing
services to service providers.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOADKLFLBXLBBBL
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