TIDMSCEL
RNS Number : 0229D
Sceptre Leisure PLC
10 May 2012
Sceptre Leisure Plc
("Sceptre" or the "Company")
Announcement of Proposed Cancellation of Admission to Trading on
AIM
Following a review of the continued admission of the Company's
ordinary shares ("Shares") to trading on AIM, the Directors have
concluded that a proposal to cancel the admission should be made to
shareholders at an extraordinary general meeting ("EGM"). The
Directors have taken the following factors into account in coming
to this conclusion:
-- in the Directors' opinion, the trading price of the Shares
does not reflect the true value of the Company;
-- given the overall market conditions for small listed
companies, the Directors are of the opinion that it is (and will
continue to be) difficult for the Company to attract substantial
equity investment through its listing on AIM;
-- the AIM listing of the Shares does not, in itself, offer
investors the opportunity to trade in meaningful volumes or with
frequency within an active market. With little trading volume, the
Company's share price can move up or down significantly following
trades of small numbers of shares; and
-- the Directors estimate that annual direct and indirect costs
of the Shares' AIM listing are at least GBP250,000. This estimate
includes advisory, legal and audit fees related to the AIM
listing
Following careful consideration, the Board believes that it is
in the best interests of the Company and shareholders to seek the
proposed AIM cancellation at the earliest opportunity. The AIM
cancellation is conditional, pursuant to Rule 41 of the AIM Rules,
upon the approval of not less than 75 per cent of the votes cast by
shareholders (whether present in person or by proxy) at an EGM. A
circular and notice of EGM will therefore be published shortly, to
convene an EGM to be held on 20 June 2012.
The Directors consider the AIM cancellation to be in the best
interests of the Company and shareholders as a whole. Accordingly,
the Directors unanimously recommend that shareholders vote in
favour of the AIM cancellation as they intend to do (or to procure
that others do) in respect of their own direct or indirect legal or
beneficial interests representing, in aggregate, 38.45 per cent of
the issued Shares.
The Company has separately notified the London Stock Exchange of
the proposed AIM cancellation (subject to the passing of the
resolution at the EGM). If shareholders approve the proposed
cancellation, it is anticipated that the last day of dealings in
the Shares will be 27 June 2012 and the effective date of the AIM
cancellation will be 28 June 2012.
Principal effects of the proposed AIM cancellation
The principal effects of the proposed AIM cancellation would
include (amongst others):
-- there would be no public stock market on which shareholders
can trade their Shares. While the Company intends to put in place a
third party trading facility, there can be no assurance that a
shareholder would be able to purchase or sell any Shares following
the proposed AIM cancellation;
-- no price would be publicly quoted for the Shares;
-- although the Shares will remain transferable they will cease
to be transferable through CREST. Instead shareholders who hold
shares in uncertificated form prior to the proposed AIM
cancellation, will receive share certificates;
-- the Company will no longer be subject to the AIM Rules and,
accordingly, it will not be required to retain a nominated adviser
or to comply with the requirements of AIM in relation, amongst
other things, to annual accounts, half-yearly reports and the
disclosure of price-sensitive information. It is the Board's
intention, however, to keep shareholders up-to-date through regular
information releases on the Company's website:
www.sceptreleisureplc.co.uk
Transactions in the Shares following the proposed AIM
Cancellation
The Board is aware that the proposed AIM cancellation, should it
be approved by shareholders, would make it more difficult for
shareholders to buy and sell Shares should they wish to do so.
The Company therefore intends to put in place a third party
trading facility to assist shareholders to trade in the Shares.
Under this third party facility, shareholders or persons wishing to
acquire or dispose of Shares would be able to leave an indication
with the third party facility provider that they are prepared to
buy or sell at an agreed price. In the event that the third party
facility provider is able to match that order with an opposite sell
or buy instruction, it would contact both parties and then effect
the bargain. When such arrangements are set up by the Company,
details will be made available to Shareholders on the Company's
website at www.sceptreleisureplc.co.uk.
If shareholders wish to buy or sell Shares on AIM they must do
so prior to the proposed AIM cancellation becoming effective. As
noted above, in the event that shareholders approve the proposed
AIM cancellation, it is anticipated that the last day of dealings
in the Shares on AIM will be 27 June 2012 and that the effective
date of the AIM cancellation will be 28 June 2012.
Expected Timetable of Principal Events
Publication of Circular, Notice of EGM and Form of Proxy: 22 May
2012
EGM: 20 June 2012
Last day of dealings of Shares on AIM and in CREST: 27 June
2012
Proposed cancellation of admission to trading on AIM: 28 June
2012
Current Trading
Whilst Sceptre is not in a position formally to announce its
results for the year ended 30 April 2012, the Directors expect that
results will be in line with market consensus for the year.
Sceptre continues to renew contracts with existing customers,
and indeed has increased its share of business with several
customers as part of that process.
10 May 2012
Enquiries
Sceptre Leisure plc
Ken Turner
Mark White +44 (0) 1772 694242
Panmure Gordon (NOMAD)
Andrew Burnett
Adam Pollock
Dominic Morley +44 (0) 20 7459 3600
College Hill
Matthew Smallwood
Jamie Ramsay +44 (0) 20 7457 2020
This information is provided by RNS
The company news service from the London Stock Exchange
END
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