Proposed delisting & notice of general meeting
August 06 2010 - 7:42AM
UK Regulatory
TIDMHNN
RNS Number : 6869Q
Norman Hay PLC
06 August 2010
Press Release
For immediate release
6th August 2010
Norman Hay plc
Proposed cancellation of admission to trading on AIM and notice of general
meeting
Norman Hay plc ("Norman Hay" or "the Company"), the specialist chemicals and
systems group, today announces that, in accordance with Rule 41 of the AIM
Rules, the Group has notified the London Stock Exchange of its intention to
delist, subject to shareholder approval.
A circular is being distributed to shareholders today and the Resolution will be
put to shareholders at a General Meeting to be held at the Company's Head
Office, Godiva Place, Coventry, CV1 5PN at 11.00 a.m. on 31 August 2010.
Under the AIM rules, it is a requirement that the Delisting is approved by the
requisite majority of Shareholders voting at the General Meeting (being not less
than 75 per cent of the votes cast). Subject to the Resolution approving the
Delisting being passed at the General Meeting, it is anticipated that trading in
the Ordinary Shares on AIM will cease at the close of business on 7 September
2010 with Delisting taking effect at 7.00 am on 8 September 2010.
The Directors believe that the Company will not benefit from its continued
admission to trading on AIM. The Directors consider AIM to be a drain on
management time and the ongoing costs and regulatory requirements associated
with maintaining the Company's listing outweigh any other potential benefits.
The current annual costs of the Company's shares being admitted to trading on
AIM total approximately GBP90,000 per annum, which the Directors are confident
could be better used in running the business. The Directors believe that the
Company will be able to utilise the costs saved and the significant amount of
senior management time entailed in maintaining Admission towards growing the
business for the benefit of Shareholders.
Further, the Directors believe that the Company will not be able to access funds
from the issue of equity capital or use shares to effect acquisitions.
If the Delisting is approved by Shareholders, the Directors intend to operate
the underlying business with a view to returning long term value to Shareholders
which will be more easily achieved if the Delisting is approved.
The Board intends to continue to:
(a) post information relating to the Company on its website at
www.normanhay.com;
(b) hold general meetings in accordance with the applicable statutory
requirements and the Company's articles of association; and
(c) provide access to and/or provide copies of the Company's audited accounts
in accordance with the applicable statutory requirements.
The Company intends, as soon as practicable following the Delisting, to
facilitate a dealing arrangement to enable Shareholders to trade their Ordinary
Shares. The Company intends to make available a new matched bargain service.
Under this facility, Shareholders or persons wishing to acquire Ordinary Shares
will be able to leave an indication with the Company that they are prepared to
buy or sell at an agreed price. In the event that the order can be matched with
an opposite sell or buy instruction, both parties would be contacted and then
the order effected.
Once the facility has been finalised, details will be made available to
Shareholders via the Company's website: www.normanhay.com.
If this facility proves effective the Board may consider appointing an external
service provider to supply this service.
The Directors, together with certain other shareholders, intend to vote in
favour of the resolution in respect of their own beneficial holdings. The
Directors have an aggregate holding of 2,605,620 Ordinary Shares and together
with the 5,546,960 Ordinary Shares of certain other Shareholders, the company
has received irrevocable undertakings to vote in favour of the Resolution
totalling 8,152,580 Ordinary Shares, representing 55.03 per cent of the Ordinary
Shares in issue.
The Company has also received a letter of intent to vote in favour of the
Resolution in respect of 1,555,500 Ordinary Shares representing approximately
10.49 per cent of the Ordinary Shares in issue.
A full copy of the circular can be downloaded from the Group's website
www.normanhay.com
- ENDS -
Enquiries to:
Vic Bellanti
Norman Hay plc
Tel: +44 (0)24 7622 9373
Andrew Emmott
Brewin Dolphin (Nominated adviser to the Company)
Tel: 0845 2134736
Brewin Dolphin Limited has advised the Company only on its compliance with the
AIM Rules in its capacity as nominated adviser.
David Haggie and Juliet Tilley
Haggie Financial
Tel: +44 (0)20 7417 8989
About Norman Hay plc
Norman Hay plc is a global chemicals, sealant, surface coatings and engineering
specialist with over 60 years of trading history. It operates globally in five
continents and is headquartered in Coventry, UK. The Group has four main
subsidiaries: "Ultraseal" - automotive sealants; "Armourcote" - surface
coatings; "TAM International" - construction chemicals; and "Norman Hay
Engineering" - bespoke process plants. Norman Hay plc is listed on AIM under the
ticker symbol HNN.
For more information see www.normanhay.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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