Last checked at 6 Jun 2012 16:28
For immediate release 6 June 2012
PLUS Markets Group plc (the "Group" or the "Company")
Annual report, notice of AGM and proposed cancellation of AIM admission
Annual Report and Accounts and Notice of Annual General Meeting
The Company announces that its Annual Report and Accounts for the year ended 31 December 2011, together with Notice of its Annual General Meeting to be held on 29 June 2012, have been posted to shareholders today. Copies of this announcement are also being sent to Shareholders for information. These documents are also available for download from the Company's website at www.plusmarketsgroup.com.
On 1 June 2012, the date on which the Company's annual report and Notice of AGM were approved by the Board for circulation to members, the Company received valid notices under sections 338 and 314 of the Companies Act 2006 (the "Act"), pursuant to which members holding more than 5% of the total voting rights in the Company: (i) sought to propose resolutions at the AGM for the removal of the Company's Interim Chairman, Malcolm Basing, and its CEO, Cyril Théret, as Directors of the Company; and (ii) required statements submitted to the Company in relation to those resolutions to be circulated with the Notice of AGM.
In fulfilment of the Company's obligations under the Act the resolutions duly proposed for the removal of Mr Basing and Mr Théret have been added to the amended Notice of AGM as resolutions 1 and 2 and will be put to the AGM on 29 June 2012 for members to vote upon as ordinary resolutions of the Company. It is noted that Mr Basing and Mr Théret will exercise their rights under section 169 of the Act to make written representations in protest against their proposed removal. Copies of the representations will be sent to shareholders and released via a regulatory announcement.
Notification of proposed cancellation of admission to trading on AIM
Contained within the Company's Notice of its Annual General Meeting is notice of a resolution to be put to Shareholders that the Company's admission to AIM be cancelled, subject to Shareholder approval. As described in the Circular referred to above, the Directors believe that it is no longer in the best interests of Shareholders for the Company to maintain its admission to trading on AIM, largely due to the costs of maintaining such admission and the desire to maximise available cash, if any, for distribution to Shareholders.
Such cancellation is to be effective not before 9 July 2012 and in any event no later than 1 October 2012. Should cancellation not take effect on 9 July 2012, the Company will notify (by way of a regulatory announcement) its preferred cancellation date at least ten business days prior to such date, having previously informed the London Stock Exchange of such date.
Following cancellation and in the interests of maximising any cash available for distribution to Shareholders, the Company does not intend to implement an alternate facility for dealing in the Company's Ordinary Shares, nor will any price be publicly quoted for the Ordinary Shares. Accordingly, holdings of Ordinary Shares are unlikely to be capable of sale and likely to be difficult to value.
Given the orderly closure position, the Board has unanimously recommended the Proposed Disposal, it being in the best interests of Shareholders in the absence of any other transaction in respect of PLUS-SX which is capable of providing better value to Shareholders and being delivered on or before 22 June 2012.
Shareholders should read the Circular carefully and seek independent advice if they are in doubt as to its contents or the action they should take in relation to the General Meeting.
For further information, please contact:
PLUS Markets Group plc +44 20 7429 7800
Malcolm Basing
Cyril Théret
N+1 Brewin (Nominated Adviser and Broker) +44 20 3201 3710
Robert Beenstock
Wyvern Partners Limited +44 20 7355 9857
Anthony Gahan
Merlin +44 20 7726 8400
Paul Downes / Toby Bates / Del Jones