4 July 2013
Northamber plc
Proposed Cancellation of Listing and Admission to AIM
The Board of Northamber plc ("the Company") is pleased to announce that it will today post a circular to shareholders convening a General Meeting ("GM") to be held at the Company's offices, Namber House, 25 Davis Road, Chessington, Surrey, KT9 1HS at 10 a.m. on Wednesday 31 July 2013 at which it will seek shareholder approval for the proposed cancellation of admission to the Official List and to trading on the London Stock Exchange's main market for listed securities ("Cancellation") and detail its intention to apply for admission to trading on AIM ("Admission").
The circular will be available shortly on the Company's website at www.northamber.com and will be submitted to the National Storage Mechanism where it will shortly be available at [www.morningstar.co.uk/uk/nsm].
Background to and reasons for Cancellation and Admission
The Board has been reviewing its strategy in recent months and the decision to move from the Official List to AIM is the next step in its broader plan to enhance returns to shareholders.
The Board believes that a move to AIM will provide a market and environment more suited to the Company's size and will simplify the ongoing administrative and regulatory requirements of the Company. The Board also believes that AIM will offer greater flexibility, particularly with regard to corporate transactions, and should therefore enable the Company to agree and execute certain transactions more quickly and cost effectively compared to the Official List. The Board believes this is likely to be a significant benefit to the Company going forward.
Conditional on the resolution being approved at the GM, the Company will apply to cancel the listing of the Company's ordinary shares ("Ordinary Shares") on the Official List and their admission to trading on the London Stock Exchange's main market for listed securities. It is anticipated that the last day of dealings of the Ordinary Shares on the Official List will be Friday 30 August 2013. Cancellation of the listing of the Ordinary Shares on the Official List will take effect at 8:00 a.m. on Monday 2 September 2013, being not less than 20 Business Days from the passing of the resolution.
Admission is expected to take place, and dealings in Ordinary Shares are expected to commence on AIM, at 8.00 a.m. on Monday 2 September 2013.
As the Company's Ordinary Shares are currently listed on the Official List, the AIM Rules do not require an admission document to be published by the Company in connection with the Company's admission to trading on AIM. However, subject to the passing of the resolution at the General Meeting, the Company will publish an announcement which complies with the requirements of Schedule One to the AIM Rules comprising information required to be disclosed by companies transferring their securities from the Official List to AIM.
There is no guarantee that the Directors will be successful in achieving Admission to AIM or that there will not be a period during which the Company's Ordinary Shares will not be admitted to trading on an exchange. If the Company's Ordinary Shares are not admitted to trading on an exchange, the ability to buy and sell shares in the Company could be materially restricted.
Following Cancellation and Admission, Ordinary Shares that are held in uncertificated form will continue to be held and dealt through CREST. Share certificates representing those Ordinary Shares held in certificated form will continue to be valid and no new share certificates will be issued.
Expected timetable of Principal Events
The Company will apply to cancel the listing of the Ordinary Shares on the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities, conditional on the resolution being approved at the GM. The expected timetable of principal events is as follows:
Latest time and date for receipt of Forms of Proxy: |
10 a.m. on Monday 29 July 2013 |
General Meeting: |
10 a.m. on Wednesday 31 July 2013 |
Last day of dealings in Ordinary Shares on the Official List: |
Friday 30 August 2013 |
Cancellation of listing of Ordinary Shares on the Official List: |
8.00 a.m. on Monday 2 September 2013 |
Admission and commencement of dealings in Ordinary Shares on AIM: |
8.00 a.m. on Monday 2 September 2013 |
For further information please contact:
Northamber plc 020 8296 7000
David Phillips
Charles Stanley Securities 020 7149 6942
Philip Davies
