Notice of EGM
February 16 2010 - 9:25AM
UK Regulatory
TIDMMAT
RNS Number : 2276H
Matica Plc
16 February 2010
16 February 2010
Matica plc
("Matica" or the "Company")
NOTICE OF SHAREHOLDERS' MEETING AND POSTING OF CIRCULAR
Further to the announcement on 3 February 2010, the Board of Matica has today
posted a circular ("Circular") to shareholders convening a General Meeting of
the Company to be held at the offices of Pinsent Masons LLP, CityPoint, One
Ropemaker Street, London EC2Y 9AH at 10.00 am (UK time) on 12 March 2010. At
this meeting, shareholders will be asked to consider the resolutions necessary
for the cancellation of the admission of the Company's Ordinary Shares trading
on AIM ("Cancellation"). To be passed, the resolution relating to the
Cancellation requires 75 per cent. approval of votes cast at the General
Meeting.
If shareholders approve the Cancellation at the Shareholders' Meeting, it is
anticipated that trading in the ordinary shares of Matica on AIM will cease at
the close of business on 22 March 2010. The proposed date for the Cancellation
taking effect is 23 March 2010.
The directors of the Company have been advised by Mr Camilleri, the Company's
Chief Executive Officer and largest shareholder, that he believes that without
the implementation of cost cutting measures, principally the cancellation of the
admission to AIM, the Company's financial position will be adversely impacted
and the Company's growth constrained.
Mr Camilleri holds 5,562,000 shares or 18.43 per cent. of the Company directly.
In addition to his personal shareholding, Mr Camilleri wholly owns and controls
S.C.L. Holdings SA, owns a majority holding in Manplus Holding PTE Ltd and
controls Ramada Holdings Pte Ltd and Barnfield-SGPC LDA. The total amount of
shares in the Company which Mr Camilleri is deemed to control is, therefore,
19,688,277 or 65.24 per cent. of the total issued share capital. Mr Camilleri
has indicated to the Board that he, together with S.C.L. Holdings SA, Manplus
Holding PTE Ltd, Ramada Holdings Pte Ltd and Barnfield-SGPC LDA will vote in
favour of the Resolution.
The Independent Director Chrisopher Honeyborne, Gary R Holland and Lukas Metzler
recognise the arguments put forward by Mr Camilleri and believe that the
position of Shareholders in respect of the proposed Resolution will depend upon
their individual circumstances. Consequently no particular recommendation is
being made in respect of the proposed Resolution. Christopher Honeyborne, Gary
Holland and Lukas Metzler are not Shareholders.
A summary of the Circular sent to shareholders is copied below, and the Circular
is available in full on the Company's website: www.maticasystem.com. All
definitions used below have the meaning as in the Circular and the below
extracts should be read in conjunction with the Circular.
Enquiries:
+--------------------+--------------------+--------------------+
| Matica plc | Lukas Metzler, | +41 71 224 9000 |
| | Non-executive | |
| | Director | |
+--------------------+--------------------+--------------------+
| | | |
+--------------------+--------------------+--------------------+
| Westhouse | Tim Metcalfe | +44 (0)20 7601 |
| Securities | | 6100 |
+--------------------+--------------------+--------------------+
| | Petre Norton | |
+--------------------+--------------------+--------------------+
LETTER FROM THE CHAIRMAN
PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM
1. Introduction
On 2 February 2010 (as was disclosed in the announcement made on 3 February
2010) the Directors received from Sandro Camilleri, the Company's Chief
Executive Officer and largest shareholder, notice pursuant to section 303 of the
Act requesting that the Directors convene a general meeting to approve a
resolution to cancel the admission of the Company's Ordinary Shares to trading
on AIM in accordance with Rule 41 of the AIM Rules.
Since the announcement made on 3 February, the other Directors have had the
opportunity to discuss with Mr Camilleri the background to, and reasons for, the
requisition. The purpose of this document is to explain the background to the
proposed Cancellation.
For the purposes of the Resolution Christopher Honeyborne is considered to be an
independent director. Sandro Camilleri is not considered to be independent by
virtue of his requisitioning the EGM. Lukas Metzler is not considered to be
independent as it is intended that he will remain as a director should
Cancellation become effective. Gary R Holland is not considered to be
independent for the purposes of the Resolution as he has been invited to fulfil
a consultancy role for the Company if the Resolution is passed.
2. Background to the cancellation
The Directors have been advised by Mr Camilleri that he believes that without
the implementation of cost cutting measures, principally the cancellation of the
admission to AIM, the Company's financial position will be adversely impacted
and the Company's growth constrained.
It is a requirement of section 303 of the Act that in order for a shareholder to
require the directors of a company to convene a general meeting, such
shareholder must hold 5 per cent. of such paid-up capital of the company as
carries the right of voting at general meetings.
Mr Camilleri holds 5,562,000 shares or 18.43 per cent. of the Company directly.
In addition to his personal shareholding, Mr Camilleri wholly owns and controls
S.C.L. Holdings SA, owns a majority holding in Manplus Holding PTE Ltd and
controls Ramada Holdings Pte Ltd and Barnfield-SGPC LDA. The total amount of
shares in the Company which Mr Camilleri is deemed to control is, therefore,
19,688,277 or 65.24 per cent. of the total issued share capital.
Mr Camilleri has indicated to the Board that he, together with S.C.L. Holdings
SA, Manplus Holding PTE Ltd, Ramada Holdings Pte Ltd and Barnfield-SGPC LDA will
vote in favour of the Resolution.
The Resolution requires 75 per cent. approval of votes cast at the Extraordinary
General Meeting. The Independent Director has sought and obtained from Mr
Camilleri his rationale for the Cancellation which is summarised below.
Shareholders may wish to take into account Mr Camilleri's reasons for proposing
the Resolution when determining whether or not to vote in favour of the
Resolution.
In requisitioning the EGM, Mr Camilleri considered that the ongoing expense of
maintaining the Admission is no longer desirable or sustainable in the light of
the Company's current size and financial position. Despite the best efforts of
the Directors, it has been extremely difficult to grow revenues sufficiently to
meet the costs of running the Company. Mr Camilleri believes that the 7 for 2
rights issue and associated placing, undertaken by the Company in late 2009, was
only partially successful and the full targeted fund raising was not achieved.
Mr Camilleri believes that given that the Company has limited cash resources,
cancelling the Admission would help the Company to conserve these resources. In
reaching this conclusion, Mr Camilleri has considered the following factors:
· the necessity to increase the Company's costs savings;
· the significant professional fees associated with the Admission (such as
legal, accounting, broking and nominated advisory costs and the fees of the
London Stock Exchange);
· the costs of financial reporting obligations on a six-monthly basis;
· the limited trading volume in the Ordinary Shares;
· the key benefit of Admission was to provide the Company with access to
capital and to enable the Company to use the Ordinary Shares as consideration in
transactions; however, the recent rights issue and associated placing
demonstrated the Company's difficulty in raising significant funds from parties
other than those controlled by Mr Camilleri; and
· the disproportionate length of time spent by senior management to ensure
compliance with the AIM Rules and other related regulatory requirements
(including corporate governance, reporting and disclosure obligations).
3. Strategy following the Cancellation
If the Resolution is passed, the Company will carry out a full review of
existing customer and supplier arrangements, looking at all contractual
commitments and application to future plans and will also consider appropriate
changes to the strategy and structure of the Company.
If the Resolution is passed, the Company will keep Shareholders informed of the
Company's financial and trading performance through periodic updates on the
company's website: www.maticasystem.com.
4. Cancellation
In view of the level of Mr Camilleri's stake in the Company's issued share
capital, the Independent Director considers that it is likely that the
Resolution will be approved at the EGM. In this context and pursuant to Rule 41
of the AIM Rules, the Directors have notified the London Stock Exchange of the
date of the proposed Cancellation. The Cancellation is conditional upon the
approval of not less than 75 per cent. of the votes cast by Shareholders
(whether present in person or by proxy) at the Extraordinary General Meeting.
Accordingly, the Resolution numbered 1 set out in the Notice of Extraordinary
General Meeting seeks Shareholders' approval to the Cancellation.
Subject to the Resolution having been passed at the Extraordinary General
Meeting, it is anticipated that trading in the Ordinary Shares on AIM will cease
at close of business on 22 March 2010. The proposed date for the Cancellation
taking effect is 23 March 2010.
5. Consequences of the Cancellation
If the Cancellation becomes effective, Westhouse will cease to be nominated
adviser and broker to the Company and the Company will no longer be required to
comply with the AIM Rules.
Shareholders should be aware that, save as set out below, should the
Cancellation become effective there will be no market facility for dealing in
the Ordinary Shares and no price will be publicly quoted for the Ordinary
Shares. As such, liquidity in and marketability of the Ordinary Shares would be
very limited and holdings of Ordinary Shares would be difficult to value and to
trade.
The Directors are aware that some Shareholders may still wish to acquire or
dispose of Ordinary Shares, but that Cancellation would make it more difficult
for them to do so. The Directors are looking to establish an alternative trading
facility to enable shareholders to deal in Ordinary Shares if the Company's
admission to AIM is cancelled. The Company will apply for admission of its
shares to the matched bargain facility operated by J P Jenkins, a trading
division of Rivington Street Corporate Finance Limited. It is the Directors'
intention that this matched bargain facility will be maintained for a minimum
period of twelve months should Cancellation become effective. Further details of
this will be made available via the Company's website and directly by letter or
e-mail to Shareholders, where appropriate.
There is no obligation on Mr Camilleri or the Company to make an offer to
Shareholders to purchase their Ordinary Shares.
If Cancellation becomes effective, Gary R Holland and Christopher Honeyborne
will resign as directors and the directors of the Company will be Sandro
Camilleri and Lukas Metzler. Mr Camilleri has invited Gary R Holland to continue
to work for the Company as a consultant on terms to be agreed.
If the Cancellation becomes effective, the Company's place of central management
and control will remain in Switzerland and Italy. It is not currently the
intention of Sandro Camilleri to change the domicile of the Company from the UK
for a period of at least 12 months following Cancellation, although should
Cancellation become effective the directors will be reviewing the structure of
the Company to ensure that it is appropriate and in the best interests of the
Company with reference to its shareholders. Any proposed change of the Company's
domicile will be made subject to Shareholder approval.
Extraordinary General Meeting
An Extraordinary General Meeting of the Company will be held at 10.00 a.m. (UK
time) on 12 March 2010 at the offices of Pinsent Masons LLP, CityPoint, One
Ropemaker Street, London EC2Y 9AH. At this meeting, the Resolution will be
proposed as follows:
"That the admission of ordinary shares of the Company to trading on the AIM
market of the London Stock Exchange plc be and is hereby cancelled."
The Resolution will be proposed as a special resolution and consequently, to be
effective, the Resolution requires the approval of not less than 75 per cent. of
the votes cast by Shareholders (whether present in person or by proxy) at the
Extraordinary General Meeting.
If the Resolution is passed at the Extraordinary General Meeting, it is
anticipated that the Cancellation will become effective from 23 March.
Action to be taken
Shareholders listed on the Company's register on 6.00 p.m. (UK time) on 10 March
2010 shall be entitled to participate at the Extraordinary General Meeting and
vote there in person or by proxy.
Enclosed with the Notice of Extraordinary General Meeting sent to Shareholders
is a Form of Proxy. Whether or not Shareholders propose to attend the
Extraordinary General Meeting personally, they are urged to complete and return
the Form of Proxy in accordance with the instructions printed thereon as soon as
possible. To be valid, completed Forms of Proxy must be received by the
Company's registrars, Capita Registrars PXS, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU no later than 10.00 a.m. on 10 March 2010. Completion of
a Form of Proxy will not preclude Shareholders from attending and voting at the
Extraordinary General Meeting in person should they wish to do so.
Recommendation
The Independent Director, Gary R Holland and Lukas Metzler recognise the
arguments put forward by Mr Camilleri and believe that the position of
Shareholders in respect of the proposed Resolution will depend upon their
individual circumstances. Consequently no particular recommendation is being
made in respect of the proposed Resolution. Christopher Honeyborne, Gary Holland
and Lukas Metzler are not Shareholders.
Mr Camilleri holds 5,562,000 shares or 18.43 per cent. of the Company directly.
In addition to his personal shareholding, Mr Camilleri wholly owns and controls
S.C.L. Holdings SA, owns a majority holding in Manplus Holding PTE Ltd and
controls Ramada Holdings Pte Ltd and Barnfield-SGPC LDA. The total amount of
shares in the Company which Mr Camilleri is deemed to control is, therefore,
19,688,277 or 65.24 per cent. of the total issued share capital.
Mr Camilleri has indicated that he, together with S.C.L. Holdings SA, Manplus
Holding PTE Ltd, Ramada Holdings Pte Ltd and Barnfield-SGPC LDA will vote in
favour of the Resolution.
Yours faithfully
Gary R Holland
Executive Chairman
This information is provided by RNS
The company news service from the London Stock Exchange
END
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