TIDMGAS
RNS Number : 8387J
Gasol plc
17 June 2014
Gasol plc
('Gasol' or the 'Company')
(AIM: GAS)
Proposed cancellation of admission to trading on AIM
Gasol announces its intention to seek shareholder approval for
the cancellation of the admission of its ordinary shares ("Shares")
to trading on AIM (the "Cancellation"). The Company intends to post
a circular ("Circular") to its shareholders as soon as practicable
to convene a general meeting ('GM') in order to consider a special
resolution to approve the Cancellation.
Full details of the reasons behind the decision to propose the
Cancellation to shareholders, including details of what action
shareholders should take, will be set out in the Circular.
Rationale for the Cancellation
The Directors have, in consultation with African Gas Development
Corporation Limited ("AGDC"), the Company's major shareholder,
considered the merits or otherwise of the shares continuing to
trade on AIM. Amongst others, the following factors were taken into
account during that process:
-- Gasol is focused on gas projects that have a significant
capital value and lead times to development that are measured in
years rather than months. The Directors believe that investors in
the public markets generally operate on a short-term investment
horizon, which is unsuited to the development of the projects that
Gasol is focusing on;
-- Gasol, like many other small cap AIM companies, is likely to be unable to raise capital from institutional investors as there appears to be little interest in committing funds to companies at its stage of development, particularly those focused on natural resources. The Directors do not expect this situation to change in the foreseeable future;
-- the low liquidity of trading in Shares and the lack of
interest in small cap natural resource companies has led to a share
price which the Directors believe does not reflect the true worth
of the business;
-- due to the small size of the Company, many of the business
opportunities that the Company is considering would constitute a
Reverse Takeover under AIM Rules and would thereby incur extra
time, cost and uncertainty in execution;
-- the costs, management time and regulatory burdens associated
with maintaining an AIM listing could be better spent developing
the business.
The Directors have therefore concluded that it is no longer in
the best interests of the Company or its shareholders as a whole to
maintain admission to trading on AIM of its Shares. AGDC, who owns
approximately 65.7% of the Shares, has indicated that it intends to
vote its shares in favour of the Cancellation.
Pursuant to AIM Rule 41, the Cancellation can only be effected
by the Company after securing a resolution of Shareholders in a
general meeting passed by a requisite majority, being not less than
75 per cent. of the votes cast by Shareholders (in person or by
proxy). Under the AIM Rules, the Cancellation can only take place
after the expiry of a period of twenty business days from the date
on which notice of the Cancellation is given. In addition, a period
of at least five business days following the Shareholder approval
of the Cancellation is required before the Cancellation may be put
into effect. The timetable for Cancellation will be set out in the
Circular and announced at the time the Circular is posted.
Effect of Delisting
The principal effects of the Cancellation would be that:
(a) there would no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares on AIM or any other
recognised market or trading exchange;
(b) the Company would not be obliged to announce material
events, administrative changes or material transactions nor to
announce interim or final results;
(c) the Company would no longer be required to comply with any
of the additional specific corporate governance requirements for
companies admitted to trading on AIM;
(d) the Company would no longer be subject to the AIM Rules and
Shareholders would no longer be required to vote on certain matters
as provided in the AIM Rules.
It is possible that the Cancellation could have taxation
consequences for Shareholders. Shareholders who are in any doubt
about their tax position should consult their own professional
independent adviser.
Governance following the Cancellation
The Directors' intention is that the Company should remain a
public limited company but without having its shares admitted to
trading on a public market or multilateral trading facility.
Notwithstanding the Cancellation, the Company will continue to
publish annual reports and accounts and hold Annual General
Meetings and other General Meetings in accordance with the
applicable statutory requirements and the Company's articles of
association. The Directors also intend to retain the Company's
website to provide information on the business, though Shareholders
should be aware that there will be no obligation on the Company to
update the website as required under AIM Rules.
Trading facility following Cancellation
To enable Shareholders to buy and sell shares, Gasol will be
retaining the services of its Registrars, to facilitate any private
transfer of Ordinary Shares.
With reference to its announcement of 28 April, Gasol is also
pleased to announce that Mr. Patrick Garo has now joined the
Company as Finance Director.
Ends
For further information, please contact:
Gasol plc
Alan Buxton, Chief Operating
Officer +44 (0) 20 7290
www.gasolplc.com 3300
Panmure Gordon (UK) Limited
Dominic Morley (Corporate
Finance)
Callum Stewart (Corporate
Finance) +44 (0) 20 7886
Adam Pollock (Corporate 2500
Broking)
Yellow Jersey PR Limited
Dominic Barretto
Kelsey Traynor +44 (0) 7799 003220
Notes to Editors:
About Gasol plc
Gasol plc is an AIM listed gas to power company, organised in
three divisions: Gasol Upstream, Gasol LNG Import and Gasol
Power.
Gasol Upstream owns 47% of Afrique Energie Corporation ("AEC")
and intends through its investment in AEC to acquire discovered gas
reserves in its core geography of West Africa that require
development as opposed to higher risk exploration
opportunities.
Gasol LNG Import is developing two LNG Import Projects, in Benin
and Malta:
(i) Benin: Power stations in West Africa currently operate
predominantly on liquid fuels such as diesel, light crude and jet
fuel, but many of these plants are also capable of using gas. Gasol
LNG Import will initially supply these customers with gas from
regasified Liquefied Natural Gas ("LNG"), which can provide
significant cost savings in the order of 20 to 30 per cent. This
involves the delivery of LNG to leased Floating Storage and
Regasification Facilities which will be positioned in Cotonou
harbour, Benin and will supply the regasified LNG into the West
African Gas Pipeline. The Benin project utilises an underutilised
asset, the West African Gas Pipeline, which is a 678km gas pipeline
involving an investment of over US$1 billion, built to transport
gas from Nigeria to Benin, Togo and Ghana. It has been operational
since March 2011, but today operates at significantly less than
full capacity. Once there is sufficient regional demand for gas,
Gasol LNG Import aims to substitute the supply of regasified LNG
with field gas supplied by Gasol Upstream.
(ii) Malta: As part of a consortium called Electrogas Malta,
Gasol has also been awarded a LNG-to-power project by Malta's state
power utility Enemalta, as the country aims to lower its energy
costs. Electrogas Malta is a consortium made up of Gasol, SOCAR
Trading SA, GEM Holdings Ltd and Siemens Project Ventures GmbH, the
equity financial arm of Siemens Financial Services.
Gasol Power has been created to focus on the building, ownership
and operation of gas fired power plants which will use Gasol's gas.
Gasol recently entered into a Cooperation Agreement with China
Machinery Export Corporation for the construction of new gas fired
power plants.
Gasol's shares have been listed on London Stock Exchange's AIM
since 2005 with the ticker code "GAS". Further information on the
Company is available at www.gasolplc.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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