CBAY Cbaysystems

TIDMCBAY

RNS Number : 5982Y

CBaySystems Holdings Ltd.

24 December 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION

For Immediate Release 24 December 2010

CBaySystems Holdings Limited

("CBaySystems", "CBay", "the Company")

General Meeting and

Proposed Cancellation of Admission to AIM

CBaySystems (AIM: CBAY), a leading provider of integrated clinical documentation solutions for the U.S. healthcare industry, announces that further to previous announcements, it is the intention of the board of directors of the Company (the "Board") to seek the cancellation of admission of the Company's shares("Shares")to trading on AIM and to list the Shares (the "U.S. Listing") on The NASDAQ Stock Market ("NASDAQ") by way of a U.S. initial public offering (the "U.S. IPO"), subject to the condition set out below.

In accordance with Rule 41 of the AIM Rules, the Company has today notified the London Stock Exchange of the proposed delisting. A circular (the "Circular") and notice of general meeting (the "GM") will be sent to shareholders today requesting that shareholders approve this at the GM together with the following:

1. the adoption of new organisational documents, the provisions of which will apply to the Company and its shareholders, superseding and replacing the Memorandum of Association and Articles of Association upon the filing of documentation with the Delaware Secretary of State as part of the Company's discontinuance of existence in the British Virgin Islands ("BVI") and continuance of existence in the State of Delaware (the "Redomiciliation"), effective when documentation is lodged with the Delaware Secretary of State;

2. the waiver of shareholder pre-emptive rights in respect of shares of the Company to be offered in connection with the Company's proposed U.S. IPO; and

3. the adoption of a new equity incentive plan and an employee stock purchase plan (together the "Proposals").

The Board believes that the proposed special resolution is in the best interests of the Company. The Board unanimously recommends that shareholders of the Company vote in favour of the special resolution at the GM. The Board has been advised by board members who are affiliated with S.A.C. PEI CB Investments, L.P., which, together with its affiliates ("SAC PEI"), own approximately 59.8% of the Shares, that SAC PEI intends to vote its beneficial holdings in favour of the special resolution.

The cancellation of admission of the Shares to trading on AIM is conditional upon the launch of the U.S. IPO. The Company may at any time terminate or abandon the Redomiciliation, the U.S. Listing or the U.S. IPO.

THE TIMETABLE SET FORTH BELOW IS SUBJECT TO CHANGE DEPENDING UPON A NUMBER OF FACTORS, INCLUDING MARKET CONDITIONS AND THE TIMING OF THE U.S. IPO. THE INFORMATION CONTAINED HEREIN IS QUALIFIED BY REFERENCE TO THE INFORMATION CONTAINED IN THE CIRCULAR.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

(Subject to Change)

 
 Publication of the Circular and notice        24 December 2010 
  provided to the London Stock Exchange 
  to cancel admission of the Company's 
  Shares to trading on AIM 
 Latest time and date for receipt         2.00 p.m. (London) on 
  of Forms of Proxy in respect of the            6 January 2011 
  General Meeting 
 General Meeting                          2.00 p.m. (London) on 
                                                10 January 2011 
 Expected last day of dealings in              27 January 2011* 
  the Shares on AIM 
 Cancellation of the Company's AIM        7.00 a.m. (London) on 
  trading facility expected to become           28 January 2011 
  effective 
 
 

Note:

* - in the event that Redomicilation occurs prior to cancellation, trading in the Shares on AIM will be suspended prior to cancellation.

For additional information about the timing of the cancellation from AIM the listing on NASDAQ and related matters, please refer to the Circular.

For further information please visit www.cbaysystems.com or contact:

 
 CBaySystems Holdings Limited 
 Clyde Swoger, Chief Financial Officer    Tel: 1-866-295-4600 ext: 
  ir@cbaysystems.com                                          3355 
 
 Strand Hanson Limited - Nominated       Tel: +44 (0) 20 7409 3494 
  Adviser 
  Rory Murphy 
  Liam Buswell 
 
 Buchanan Communications 
 Mark Court / Suzanne Brocks             Tel: +44 (0) 20 7466 5000 
  markc@buchanan.uk.com 
  suzanneb@buchanan.uk.com 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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