ELX.L Regulatory News (ELX)

9 Jun 2006 11:27

El Oro And Exploration Co Plc09 June 2006 9 June 2006 Not for release, publication or distribution in whole or in part in, into, or from the United States, Canada, Australia or Japan El Oro and Exploration Company p.l.c. Proposed Cancellation of Listing on the Official List and Admission to trading on AIM and Notice of Extraordinary General Meeting Introduction In the Chairman's statement published on 28 April 2006 within the second interimresults, stockholders were informed that the Board was, inter alia, reviewingthe Company's listing on the Official List of the UK Listing Authority. In thelight of recent legislation and the regulatory burden facing listed companies,your Board has decided that the future of your company would be enhanced bytransferring to the Alternative Investment Market. This market, operated andregulated by the London Stock Exchange plc, has an established reputation withinvestors and analysts. We believe your company will be better served beingadmitted to trading alongside others of a similar stature and sharingcharacteristics in common than continuing beside the behemoths of the quotedarena. Accordingly, the Company intends to apply formally to the UKLA to cancel thelisting of its Stock Units on the Official List, and in accordance with theListing Rules, an Extraordinary General Meeting is being convened at which aresolution will be proposed to cancel the listing of the Company's Stock Unitson the Official List and to authorise the Directors to apply for the Company'sissued Stock Units to be admitted to trading on AIM. A circular is today being sent to stockholders to provide them with details ofthe business to be conducted at the Extraordinary General Meeting of the Companyto be held at 41 Cheval Place, London SW7 1EW at 11.15 a.m. on 28 June 2006 andto explain why the Directors believe that the Proposals are in the bestinterests of the Company and its Stockholders as a whole. The Company has appointed Grant Thornton Corporate Finance to act as itsnominated adviser in relation to the Company's proposed admission to AIM. At the EGM, Stockholders will be asked to approve the Cancellation in light ofthe proposed transfer of trading of the Stock Units to AIM. In accordance withthe Listing Rules, the Resolution must be carried by a majority of not less than75 per cent. of the holders of the Stock Units (being entitled to do so) whovote in person or by proxy. Stockholders' approval is not required forAdmission. Accordingly, the Resolution will be proposed as an extraordinaryresolution. Also, in accordance with the Listing Rules, cancellation of the Listing will (ifthe Resolution is passed at the EGM) take effect not less than 20 business daysafter the date of the EGM and it is expected that such Cancellation andAdmission will occur on or around 27 July 2006. Background to and reasons for the Proposals The Board has felt for some time that the cost of administering the complianceburden that applies to listed companies is considerable and disproportionate tothe size of the Company. The obligations of an AIM company are similar to those of a company on theOfficial List with certain exceptions, of which the significant ones arereferred to below: • For AIM companies, prior shareholder approval is only required forreverse-takeovers and disposals that result in a fundamental change of business.Under the Listing Rules, a broader range of transactions requires shareholderapproval. • There is no requirement under the AIM Rules for listing particulars oradmission documents for further issues of securities although there may be otherlegal reasons for a prospectus to be required. • Under the AIM Rules, a Nominated Adviser is required at all times whichhas ongoing responsibilities to the London Stock Exchange. In addition, a brokeris required at all times. • The Combined Code does not apply directly to AIM companies although itis still considered good practice to comply with the provisions in so far asthey are relevant to the size and type of the AIM company. Further, the Directors believe that AIM provides a more flexible environment anda proven successful alternative in which the Company will better be able to: • Achieve its business and strategic objectives; • Reduce the formalities associated with maintaining a listing on aregulated market, whilst continuing to provide a platform for trading in itsStock Units; and • Reduce costs and formalities associated with future potentialtransactions and other actions by the Company. Liquidity on AIM is currently provided by market makers who are member firms ofthe London Stock Exchange and are obliged to quote a price in shares between8.00 a.m. and 4.30 p.m. on business days. As part of the AIM admission process, the Company will publish before the EGM,on its website, special purpose audited consolidated accounts prepared inaccordance with IFRS in respect of the period to 31 December 2005. FollowingAdmission, the Company will continue to prepare its consolidated accounts inaccordance with IFRS. The Company and the other members of its group will also,going forward, prepare statutory individual company accounts under UK GAAP,which, as the Company will no longer be listed on the main market of the LondonStock Exchange, do not need to be prepared in accordance with FRS 26. Expected Timetable of Key Events All references to time in this document are to UK time.Latest time and date for receipt of Forms of Proxy for 11.15 a.m. on 26 June 2006the Extraordinary General MeetingExtraordinary General Meeting 11.15 a.m. on 28 June 2006De-listing of the Stock Units from the Official List 8.00 a.m. on 27 July 2006(assuming the Resolution is passed)Anticipated admission to trading on AIM 8.00 a.m. on 27 July 2006 Enquires Robin Woodbine ParishEl Oro and Exploration Company plcTel: 0207 581 2782 Philip SecrettGrant Thornton Corporate FinanceTel: 0207 383 5100 Definitions Words and expressions used in this announcement shall, unless the contextotherwise requires, bear the same meanings as the definitions in the circular tostockholders dated 9 June 2006. This information is provided by RNS The company news service from the London Stock Exchange