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Home > News > Corporate news > October 05, 2009
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October 05, 2009
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Proposed Cancellation of AIM Admission and Notice of EGM
Amsterdam, The Netherlands 5 October 2009 - Bateman Litwin announces that the Board has been approached by its majority shareholder, Bateman B.V., an affiliate of BSG Resources Limited, to consider the cancellation of the Company’s admission to trading on AIM. Bateman B.V. further requested that an extraordinary general meeting be called at which shareholders can vote on a resolution for the Cancellation.
The EGM will be held on Friday 23 October 2009 at 11.30 a.m. CEST (10.30 a.m. BST) at Haaksbergweg 59, 1101 BR Amsterdam Zuidoost, The Netherlands. At the EGM, a resolution will be proposed to approve the cancellation of admission to trading on AIM of the Company’s Ordinary Shares.
A circular convening the EGM will be posted shortly to shareholders. At the same time, copies of the circular will be made available on the Company's website www.bateman-litwin.com. The Resolution will require approval by not less than 75 per cent of the votes cast by Shareholders who are present either in person or by proxy and who vote at the EGM. If the Resolution is passed, the Cancellation is expected to become effective from Monday 2 November 2009 and the last day of trading on AIM is expected to be Friday 30 October 2009.
Background to the proposal for the Cancellation and the requisitioning of the EGM
The letter from Bateman B.V. included the following reasons why it considers that it is no longer in the Company’s best interests to maintain its AIM quotation:
- Over the last 12 months, the financial position of Bateman Litwin has deteriorated and the publicly quoted profile of the Group has disadvantaged it in securing appropriate banking facilities and in its commercial marketing activities;
- As an unquoted company, Bateman Litwin would benefit from improved financial flexibility, allowing it to better manage its critical cash position; and
- Management time, the legal and regulatory burden and direct costs associated with maintaining the Company’s admission to trading on AIM is disproportionate to the benefits to the Company. This management time is needed elsewhere in the business to consolidate the turnaround and restructure the Company for the long term and the direct costs could be better utilised within the Group’s operations.
Bateman B.V.’s intention is to vote in favour of the Cancellation in respect of all of its interests in Ordinary Shares of the Company, amounting to 58.73 per cent. of the Company's Existing Issued Share Capital.
Furthermore, pursuant to the transaction announced by the Company on 30 September 2009 regarding the issue of US$1.5 million worth of ordinary shares to Bateman B.V., the Board of Bateman Litwin agreed to vote employees’ shares held in trust in favour of any vote proposed to cancel the Company’s admission to trading on AIM (currently amounting to 5,018,776 shares or 4.09 per cent. of the Company's Existing Issued Share Capital).
In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the proposed Cancellation, which is conditional upon not less than 75 per cent of the votes cast by Shareholders, who are present either in person or by proxy and who vote at the EGM, being in favour of the Resolution.
Effects of the Cancellation
Following the proposed Cancellation, there would be no market facility for dealing in the Ordinary Shares or Depositary Interests and no price would be publicly quoted. As such, it would be difficult to place a fair value on the Ordinary Shares or Depositary Interests and their liquidity would be limited generally.
The Directors are aware that Shareholders and Depositary Interest Holders may still wish to acquire or dispose of Ordinary Shares or Depositary Interests. If the Cancellation becomes effective, the Directors intend to make available a new matched bargain service. Under this facility Shareholders, Depositary Interest Holders and persons wishing to acquire or sell Ordinary Shares or Depositary Interests would be able to leave an indication with the matched bargain settlement facility provider (“Matcher”) that they are prepared to buy or sell at an agreed price. If the Matcher is able to match that order with an opposite sell or buy instruction, the Matcher would contact both parties and then effect the order. If the Cancellation becomes effective, Shareholders and Depositary Interest Holders will need to have their own broker and will need to register with the Matcher as a new client. This can take some time to process and, therefore, should the Cancellation become effective, Shareholders and Depositary Interest Holders who consider they are likely to avail themselves of this facility are encouraged to commence registration at the earliest opportunity. The contact details of the Matcher, once arranged, will be made available on the Company's website at www.bateman-litwin.com. However, there can be no certainty as to the length of time this facility would remain available.
It is the Board’s current intention that, should the Cancellation become effective, the Company would continue to maintain the Depositary Interests arrangements, such that any transactions in the Depositary Interests that are effected may be settled through CREST. Once again, there can be no certainty as to the length of time these arrangements would remain available.
Expected timetable of events for Cancellation
Latest time and date for receipt of Forms of Direction for the EGM 11:30 a.m. CEST (10:30 a.m. BST) on Tuesday 20 October 2009
Latest time and date for receipt of Forms of Proxy for the EGM 11:30 a.m. CEST (10:30 a.m. BST) on Wednesday 21 October 2009
Extraordinary General Meeting
11:30 a.m. CEST (10:30 a.m. BST) on Friday 23 October 2009
Last day of trading on AIM*
Friday 30 October 2009
Cancellation of admission to trading on AIM of the Ordinary Shares* With effect from 06:00 a.m. CST (07:00 a.m. GMT) on Monday 2 November 2009
*if the Resolution is passed by the requisite majority
Enquiries:
Bateman Litwin
David Lamont, Chief Executive Officer
Davis Larssen, Chief Financial Officer
Ingrid Boon, Investor Relations Manager
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Tel: + 44 (0)20 7799 8307 |
Credit Suisse Securities (Europe) Limited
Nominated adviser and joint broker
Jon Grussing
Will MacLaren
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Tel: +44 (0)20 7888 8888 |
Oriel Securities Limited
Joint broker
Richard Crawley |
Tel: +44 (0)20 7710 7600 |
Definitions
The following definitions apply to this document unless the context requires otherwise:
‘Admission’ admission of the Ordinary Shares to trading on AIM, which took place on 23 May 2006
'AIM' AIM, a market operated by London Stock Exchange plc
'AIM Rules’ the AIM Rules for Companies published by London Stock Exchange plc from time to time
‘Board' or ‘Directors’ the directors of the Company
‘BST’
‘Cancellation’ British Summer Time
the cancellation of admission to trading on AIM of the Ordinary Shares
‘Capita Registrars’
‘CET’ Capita IRG Trustees Limited, being the Company’s registrars
Central European Time
‘CEST’ Central European Summer Time
‘CREST’ the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
‘CREST Regulations’ the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as amended from time to time
‘Depositary Interests’ the dematerialised depositary interests representing underlying Ordinary Shares, created to facilitate the electronic settlement of dealings in Ordinary Shares through CREST
‘Depositary Interest Holders’ holders of Depositary Interests
‘EGM’ or ‘Extraordinary General Meeting’ the Extraordinary General Meeting of the Company convened for 11.30 am (CEST) on Friday 23 October 2009
‘Existing Issued Share Capital’ 122,694,030 Ordinary Shares, representing the number of Ordinary Shares in issue as at the date of this announcement
‘Euroclear’
‘GMT’ Euroclear UK & Ireland Limited, the operator of CREST
Greenwich Mean Time
‘Group’ the Company together with its subsidiary undertakings
‘Matcher’ matched bargain settlement facility provider
'Ordinary Shares' fully paid ordinary shares in the capital of the Company which have a nominal value of €0.10 each, and 'Ordinary Share' means any one of them
‘Resolution’ the special resolution to be proposed at the Extraordinary General Meeting
'Shareholders' the holders of Ordinary Shares and 'Shareholder' means any one of them
About Bateman Litwin N.V.
Bateman Litwin is a supplier of technology, engineering, procurement and project management services to the world’s energy and resource industries. To find out more, visit Bateman Litwin at: www.bateman-litwin.com
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