TIDMMET
RNS Number : 2718M
Metro Baltic Horizons PLC
14 July 2014
Metro Baltic Horizons PLC (" Metro" or the " Company")
Proposed cancellation of admission to trading on AIM of the
Ordinary Shares
The Board of Metro ( AIM : MET.L ) announces that the Company
will be seeking Shareholder approval for cancellation of admission
of its Ordinary Shares to trading on AIM. A circular will be posted
shortly to Shareholders convening an extraordinary general meeting
of the Company to seek such approval.
The De-Listing is conditional upon the approval by not less than
75 per cent of the votes cast, whether in person or by proxy, by
Shareholders at the proposed Extraordinary General Meeting.
Reasons for the proposed De-listing
As disclosed in Metro's recent annual accounts, following the
disposal of the Company's last property in April 2013, the
Company's focus has been on maximising shareholder returns through
litigation against the Company's former investment manager,
advisers and related parties. The Company has already reached
settlements with the members of its previous Board and with its
previous auditors resulting in the Company receiving EUR3.6m
(GBP2.5m and GBP425k respectively) during 2014. A trial in the
proceedings against the remaining defendants is likely in 2015.
There are significant costs associated with maintaining a
quotation on AIM, including fees payable to the London Stock
Exchange, nominated adviser fees, shareholder communication time
and costs, as well as other professional fees. The De-Listing will,
accordingly, reduce the recurring administrative costs while still
allowing the Company to pursue the continuing litigation.
Furthermore, as previously announced, trading in the Company's
shares on the AIM market of London Stock Exchange plc is due to be
suspended from 7.30 a.m. on 15 July 2014 in accordance with Rule 15
of the AIM Rules. Trading in the Company's shares will only be
restored if the Company makes an acquisition or acquisitions which
constitute a reverse takeover under Rule 14 of the AIM Rules, or
otherwise adopts and implements a revised investing policy,
adoption of which would require the approval of Shareholders. If
the suspension remains in force for a period of six months, trading
in the Company's Shares will be cancelled in accordance with Rule
41 of the AIM Rules. As matters stand the Directors do not see any
merit in adopting a revised investing policy or making any further
acquisitions and therefore trading in the Company's shares is
likely to cease on or around 15 January 2015 or earlier if
Shareholders vote in favour of the De-Listing.
The Board has therefore concluded that the costs of maintaining
a listing is unlikely to outweigh the potential benefits and that,
in their view, it is therefore no longer in the Company's or its
Shareholders' best interests to remain listed.
Effect of De-Listing
The principal effect of the proposed De-Listing is that there
would no longer be a formal market mechanism enabling Shareholders
to trade their Shares on AIM or any other recognised market or
trading exchange. The underlying liquidity in the Shares is low
and, in the opinion of the Directors, is likely to remain that way
for the foreseeable future. To address the need for liquidity the
Directors will consider methods for distribution of capital to be
outlined in the circular and furthermore a proposal for the
provision of a matched bargain facility both described below..
Shareholders should also be aware that the Company will no
longer be bound by the AIM Rules. Therefore, as the Company's place
of central management and control is outside of the United Kingdom,
the Channel Islands and the Isle of Man, the Company will no longer
be subject to the provisions of the Takeover Code. As a
consequence, certain previously prescribed corporate governance
procedures may not be adhered to in the future and the Company will
no longer be required to announce material events or transactions.
However, following the De-Listing, the Directors:
1. will hold an Annual General Meeting and, when required, other
extraordinary general meetings, in accordance with the applicable
statutory requirements and the New Articles of the Company;
2. will make available to all Shareholders an annual report and
the Company's annual financial statements; and
3. intend to maintain an "investors" section on the Company's
website at www.metrobaltichorizons.com providing information on any
significant events or developments in which Shareholders may be
interested.
Trading in the Ordinary Shares after the De-Listing
The Company will make available to Shareholders an off-market
trading facility for the Ordinary Shares based on matching
bargains, where buyers' and sellers' price expectations match.
Proposed Return to Shareholders
Following the De-Listing , the Directors propose to make a
distribution between Shareholders .As matters stand it is intended
that Shareholders will be able to elect to receive the proposed
distribution as a capital or income return depending on their
particular circumstances . The Directors intend to retain
sufficient of the Company's current cash to conclude the Company's
current litigation.
Recommendation
The Directors will recommend that the Resolutions to be proposed
at the Extraordinary General Meeting are in the best interests of
the Company and the Shareholders as a whole. Accordingly, the
Directors will recommend Shareholders to vote in favour of the
Resolutions to be proposed at the Extraordinary General
Meeting.
A further announcement will be made in due course.
Definitions
-- "AIM" : AIM, a market operated by the London Stock Exchange
-- "AIM Rules": the AIM Rules for Companies published by the London Stock Exchange
-- "Company" or "Metro": Metro Baltic Horizons Plc;
-- "De-Listing": the proposed cancellation of admission to
trading on AIM of the Ordinary Shares
-- "Extraordinary General Meeting": the extraordinary general
meeting of the Company to be convened shortly ;
-- "Ordinary Shares or Shares": ordinary shares of EUR0.01 each in the capital of the Company;
-- "Resolutions": the special resolutions to be proposed at the Extraordinary General Meeting ;
-- "Shareholders": holders of Ordinary Shares;
-- "Takeover Code": the City Code on Takeovers and Mergers.
Enquires
Metro Baltic Horizons PLC
Ronan Reid Tel +353 1 6333843
SP Angel Corporate Finance LLP
Stuart Gledhill Tel +44 020 3463 2260
This information is provided by RNS
The company news service from the London Stock Exchange
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