TIDMPFLM
RNS Number : 1191O
PowerFilm, Inc
22 May 2015
PowerFilm, Inc.
Proposed Cancellation of AIM Admission and Notice of Special
Meeting
22 May 2015, PowerFilm, Inc. (AIM: PFLM), ("PowerFilm" or the
"Company"), the developer and manufacturer of thin flexible solar
panels today announces its intention to seek Shareholder approval
for the cancellation of the admission of its Common Shares to
trading on AIM.
An explanatory circular will be posted to Shareholders setting
out the background to and reasons for the Cancellation, why the
Directors believe the Cancellation is in the best interests of the
Company and its Shareholders and why they unanimously recommend
that Shareholders vote in favor of the Resolution to approve the
Cancellation as they intend to do in respect of their own current
beneficial holdings of, in aggregate, 19,872,906 Common Shares,
representing 52.1 per cent of the current issued share capital of
the Company.
A Special Meeting of the Company will be held at PowerFilm, Inc.
Headquarters, 1287 XE Place, Ames, Iowa at 11:00 AM Central US time
on 15 June 2015 at which the Resolutions will be proposed. A notice
convening the Special Meeting will be set out in the circular.
The Cancellation
Reasons for the Cancellation
The principal reasons for seeking a listing of the Company's
Common Shares to trading on AIM were to provide the Company with
the ability to access capital in order to fund its strategy and to
use its Common Shares for acquisitions. Having recently undertaken
a review of both the advantages and disadvantages of maintaining
Admission of the Common 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 such a listing. In reaching
this conclusion, the Directors have taken the following factors
into account:
-- the expected cost of compliance with the upcoming requirement
for dematerialisation of the Company's Common Shares; the logistics
of compliance with that requirement are unacceptably high,
particularly given the Company's obligations to maintain compliance
with the United States' SEC regulations;
-- the Board's belief that the lack of liquidity in trading of
the Company's Common Shares may distort any objective assessment of
the Company's value and has resulted in a share price that the
Directors believe does not reflect the true value of the Company;
and
-- the Admission of the Company's Common Shares to trading on
AIM no longer serves a useful function for the Company in terms of
providing access to capital or enabling the Shares to be used to
effect acquisitions, although the Directors acknowledge the benefit
to Shareholders of having a public market in the Shares.
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 expiration 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 effected. The Company has notified the London
Stock Exchange of the proposed Cancellation. In the event that
Shareholders pass the Resolution approving the Cancellation, it is
anticipated that trading in the Company's Common Shares on AIM will
cease at close of business on 23 June 2015 with the Cancellation
taking effect at 7.00am on 24 June 2015.
Effect of the Cancellation
The principal effect of the Cancellation is that the liquidity
and marketability of the Company's Common Shares will be reduced.
To help mitigate that effect, the Company intends to facilitate an
Alternative Dealing Facility for a period of not less than 90 days
following the Cancellation whereby the Company will keep a book of
current and prospective shareholders interested in trading shares,
further details of the Alternative Dealing Facility will be set out
in the circular however the Company cannot make any assurances that
purchasers will be available for Common Shares or as to the price
at which Common Shares may be purchased.
Shareholders should also be aware that the Company will no
longer be bound by the AIM Rules and that, as a consequence,
certain previously prescribed corporate governance procedures
applicable to AIM companies may not be adhered to in the future and
the Company will no longer be required to announce material events,
substantial transactions and related party transactions, nor to
announce interim or final results. Furthermore, the Company will
not be bound to disclose major shareholders in the Company, comply
with the requirement to obtain shareholder approval for reverse
takeovers and fundamental changes in the Company's business or
maintain a website with the information required under AIM Rule
26.
Conditional upon the Cancellation being approved by
Shareholders, the Company is also seeking Shareholder approval for
an amendment to its Certificate of Incorporation to reflect its new
status. The Company is seeking Shareholders' consent to delete
Section 7 (Offers for the Company) from the Company's Certificate
of Incorporation. Deletion of this section will remove the
provisions governing the conduct of potential takeovers of the
Company which were required in connection with the Company's
listing on AIM as the Directors consider that such provisions are
not customary or appropriate in the Certificate of Incorporation of
an unlisted company incorporated in the State of Delaware, USA. The
second resolution to be proposed at the Special Meeting will, if
passed, approve the deletion of this section. In accordance with
the Company's Certificate of Incorporation, Resolution 2 is
required to be approved by an affirmative vote of a majority of the
voting power of all of the then outstanding Common Shares.
Recommendation
For the reasons set out above, the Directors believe that the
proposed Cancellation is in the best interests of the Company and
its Shareholders as a whole. Accordingly, the Directors unanimously
recommend that Shareholders vote in favor of the Resolution
approving the Cancellation as they have undertaken so to do in
respect of their own current beneficial holdings of, in aggregate,
19,872,906 Common Shares, representing 52.1 per cent of the current
issued share capital of the Company.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
-- Latest time and date for receipt of Forms of Proxy 11:00 a.m.
(Central US time) on 11 June 2015
-- General Meeting 11:00 a.m. (Central US time) on 15 June 2015
-- Last day of dealings in Common Shares on AIM 23 June 2015
-- Delisting takes effect 7:00 a.m. (London, UK time) on 24 June 2015
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.
The Cancellation requires the approval of not less than 75% of
the votes cast by Shareholders at the Special Meeting.
DEFINITIONS
The following definitions apply throughout this document unless
the context requires otherwise:
"Admission" the admission of the Company's Common Shares to
trading on AIM;
"AIM" the AIM market operated by the London Stock Exchange;
"Board" or "Directors" the board of directors of the Company
"Cancellation" the proposed cancellation of admission of the
Ordinary Shares to trading on AIM;
"Form of Proxy" the form of proxy to be used by Shareholders in
connection with the Special Meeting;
"Special Meeting" the special meeting of the Company convened
for 11:00 a.m. (Central US time) on 15 June 2015 (or any
adjournment thereof), notice of which is set out in the
circular;
"Regulatory Information Service" any of the services approved by
the London Stock Exchange Service" plc for the distribution of AIM
announcements and included within the list maintained on the
website of the London Stock Exchange;
"Resolutions" the resolutions to be proposed at the Special
Meeting;
"Shareholders" holders of the Company's Common Shares and the
term "Shareholder" shall mean any one of them.
For further information, please contact:
PowerFilm, Inc. +1 (515) 292 7606, ext. 102
Frank Jeffrey
Mike Coon
Stifel Nicolaus Europe Limited, Nominated Adviser +44 20 7710 7600
Giles Balleny
A copy of the Full Report and Accounts will be available on the
PowerFilm website at http://www.powerfilmsolar.com. The common
shares of PowerFilm, Inc. are traded on the AIM Market of the
London Stock Exchange and are not registered under the US
Securities Act 1933, as amended. Such shares may not be offered or
sold to residents of the United States or to persons acting on
their behalf, or to other persons who are "United States Persons"
within the meaning of Regulation S as promulgated under the
Securities Act of 1933, unless such shares have been registered
under the Securities Act or there is an available exemption from
registration.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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