INFO Infoscreen

 
TIDMINFO 
 
INFOSCREEN NETWORKS PLC 
 
  PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM AND NOTICE OF GENERAL 
                                    MEETING 
 
Infoscreen Networks plc announces its intention to seek Shareholders' approval 
for the cancellation of admission to trading of its ordinary shares of 1 penny 
each ("Ordinary Shares") to trading on AIM ("Delisting"). An explanatory 
circular has today been posted to Shareholders setting out the background to 
and reasons for the Delisting, the reasons why the Directors believe that this 
is in the best interests of the Company and its Shareholders as a whole and 
their recommendation to Shareholders to vote in favour of the resolution on the 
Cancellation ("Resolution"). The Company has received an irrevocable 
undertaking from YTL e-Solutions Berhad which holds 299,333,234 Ordinary 
Shares, representing approximately 99.77% of the total issued share capital of 
the Company, to vote in favour of the Resolution. 
 
A general meeting ("General Meeting") of the Company will be held at the 
offices of Cairn Financial Advisers LLP, 61 Cheapside, London EC2V 6AX at 9:30 
a.m. on 23 May 2012 at which the Resolution will be proposed to Shareholders 
for approval. A notice convening the General Meeting is set out in the circular 
to Shareholders. 
 
Enquiries: 
 
Infoscreen Networks plc                 00 603 23302700 
 
Amarjit Chhina, Chief Executive Officer 
 
Cairn Financial Advisers LLP            020 7148 7900 
 
James Caithie 
 
Reasons for the Cancellation 
 
The principal reasons for the admission of the Ordinary Shares to trading on 
AIM ("Admission") in 2005 were to provide the Company with the ability to 
access capital in order to fund its strategy and to use its Ordinary Shares for 
acquisitions. Having recently undertaken a review of both the advantages (such 
as ability to raise new funds and make acquisitions) and disadvantages (such as 
cost and management time) of maintaining Admission of the Ordinary Shares to 
trading on AIM, the Directors have concluded that it is no longer in the best 
interests of the Company or its Shareholders to maintain the Admission. 
 
For a number of reasons, the Company has not found a suitable acquisition 
target or targets with which it has been able to conclude a suitable agreement, 
and, as a result, has not issued the new Ordinary Shares which might otherwise 
have introduced liquidity into the Company and enabled its share price to grow. 
 
The Directors have considered undertaking a placing of new Ordinary Shares 
purely to introduce new investors and improve liquidity but have concluded that 
this action is not in the best interests of existing Shareholders given the 
current turbulent market conditions and the fact that the Company has no need 
of a fundraising at present given that it has approximately GBP5m in cash on its 
balance sheet (source: Infoscreen Networks Plc interim financial statements for 
the period ended 31 December 2011). 
 
Pursuant to AIM Rule 41, the Delisting 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 Delisting can 
only take place after the expiry of a period of twenty Business Days from the 
date on which notice of the Delisting is given. In addition, a period of at 
least five Business Days following the Shareholder approval of the Delisting is 
required before the Delisting may be put into effect. 
 
The Company has notified the London Stock Exchange of the proposed Delisting. 
In the event that Shareholders approve the Resolution approving the Delisting, 
it is anticipated that the trading in the Ordinary Shares on AIM will cease at 
close of business on 30 May 2012 with the Delisting taking effect at 7:00 a.m. 
on 31 May 2012. 
 
Effect of Delisting 
 
The principal effect of the Delisting is that cancellation in the trading of 
the Ordinary Shares on AIM may reduce the liquidity and marketability of 
Shares. In addition, there would be no public stock market in the UK on which 
Shareholders can trade their Ordinary Shares, and the Company would no longer 
be required to comply with the AIM Rules. The Company's CREST facility will be 
cancelled and, although the Ordinary Shares will remain transferable, they will 
cease to be transferable through CREST. Instead, Shareholders who hold Ordinary 
Shares in CREST will receive share certificates. 
 
Immediately following the Delisting, there will be no formal trading facility 
for dealings to take place in Ordinary Shares and no price for them will be 
publicly quoted. It is not the Board's intention to implement any form of 
dealing facility to enable trades in the Ordinary Shares to occur. 
 
General Meeting 
 
Set out at the end of the circular to Shareholders is the Notice convening the 
General Meeting of the Company to be held at the offices of Cairn Financial 
Advisers LLP, 61 Cheapside, London EC2V 6AX at 9:30 a.m. on 23 May 2012 at 
which the Resolution will be put to Shareholders. 
 
Recommendation 
 
For the reasons set out above, the Directors believe that the proposed 
Delisting is in the best interests of the Company and its Shareholders as a 
whole. Accordingly, the Directors unanimously recommend that Shareholders vote 
in favour of the Resolution at the General Meeting. 
 
                    EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
 
Latest time and date for receipt of Forms of Proxy 9:30 a.m. on 21 May 2012 
 
General Meeting                                    9:30 a.m. on 23 May 2012 
 
Last day of dealings in Ordinary Shares on AIM     30 May 2012 
 
Delisting takes effect                             7:00 a.m. on 31 May 2012 
 
All of the times referred to in this document refer to London time. 
 
Dates set against events that are expected to occur after the expected date of 
the General Meeting assume that the General Meeting is not adjourned and that 
the Resolution is passed at the General Meeting. 
 
All of these times and dates are subject to change at the Company's discretion. 
In the event of any change, the revised times and dates will be notified to 
Shareholders by an announcement through a Regulatory Information Service. 
 
 
 
END 
 

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