31 Jan 2017 07:00
31 January 2017
JIASEN INTERNATIONAL HOLDINGS LIMITED
("Jiasen" or the "Company")
嘉森國際控股有限公司
Posting of Circular
Jiasen International Holdings Limited ("Jiasen" or "the Company") announces that, further to the announcement of 30 January 2017, it will today post a circular to all shareholders to convene a general meeting on 15 February 2017 at 17:30 p.m. (GMT +08:00) to be held at Jiasen International Holdings Limited, 7th floor, Nanlian Industrial Park, Guanqiao Town, Nan'an City, Fujian Province, PRC.
The purpose of the meeting is to consider approval of the cancellation of the Company's shares from trading on AIM. The cancellation will be condition on the approval of not less than 75 per cent. of the votes cast by shareholders.
The Board has proposed the following timetable:
General Meeting | 17:30 p.m. (GMT +08:00) on 15 February 2017
|
Expected last day of dealings in Ordinary Shares on AIM | 27 February 2017 |
Expected time and date that the admission to trading of the Ordinary Shares on AIM will be cancelled | With effect from 07:00 a.m. on 28 February 2017 |
An extract from the circular, including the Chairman's letter is detailed below.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
For further information, please visit www.jsih.net or contact:
Jiasen International Holdings Limited
| Gareth Wong
| +86 18016603993 |
Cairn Financial Advisers LLP (Nominated Adviser) | Jo Turner Liam Murray
| +44 (0)20 7213 0880 |
Beaufort Securities Limited (Broker) | Elliot Hance | +44 (0)20 7382 8300
|
Cardew Group | Shan Shan Willenbrock David Roach | +44 (0)20 7930 0777 |
Extract from circular:
"EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| 2017 |
Notice given to London Stock Exchange notifying it of proposed cancellation | 30 January |
Publication of this document | 31 January |
Expected application to the NEX Exchange Growth Market | 10 February |
Latest time and date for receipt of Form of Instruction | 09:30 a.m. on 10 February |
Latest time and date for receipt of Form of Proxy | 09:30 a.m. on 13 February |
General Meeting | 17:30 p.m. (GMT +08:00) on 15 February
|
Announcement of results of AGM | 15 February |
Expected admission of the Company's shares to trading on NEX Exchange Growth Market | 24 February |
Expected last day of dealings in Ordinary Shares on AIM | 27 February |
Expected time and date that the admission to trading of the Ordinary Shares on AIM will be cancelled | With effect from 07:00 a.m. on 28 February |
If any of the details contained in the timetable above should change, the revised time and dates will be notified to Shareholders by means of a Regulatory Information Service (as defined in the AIM Rules) announcement.
The times and dates above are to time and dates in London, United Kingdom other than where indicated.
SHARE INFORMATION
Number of Existing Ordinary Shares in issue at the date of this document | 121,656,361 |
ISIN code for Existing Ordinary Shares | VGG5139D1078 |
TIDM code for AIM | JSI |
TIDM code for NEX | JSI |
DEFINITIONS
The following definitions apply throughout this document, unless the context otherwise requires:
"Act" | BVI Business Companies Act, 2004 as amended, modified or supplemented from time to time |
"AIM" | the market of that name operated by the London Stock Exchange |
"AIM Rules" | the AIM Rules for Companies governing the admission to and operation of AIM published by the London Stock Exchange and as amended from time to time |
"Articles" | the articles of association of the Company in force at the date of this document |
"Beaufort" or "Broker" | Beaufort Securities Limited, the Company's broker |
"Board" or "Directors" | the directors of the Company as at the date of this document, whose names are set out on page 7 of this document |
"BVI" | the British Virgin Islands |
"Cairn" or "Nomad" | Cairn Financial Advisers LLP, the Company's nominated adviser |
"Cancellation" | cancellation of the Company's shares from trading on AIM |
"certificated" or "in certificated form" | in relation to a share or other security, a share or other security that is not in uncertificated form, that is not in CREST |
"Chairman's Letter" | the letter from the Chairman of the Company on page 7 of this document |
"Company" | Jiasen International Holdings Limited, a company incorporated in BVI with registration number 1741620 |
"CREST" | the relevant system (as defined in the CREST Regulations) for the paperless settlement of trades and the holding of uncertificated securities, operated by Euroclear, in accordance with the same regulations |
"CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended |
"Depositary" | Computershare Investor Services plc, whose registered office is at The Pavillions, Bridgwater Road, Bristol, BS13 8AE, United Kingdom |
"Depositary Interests'' or ''DI'' | the CREST depositary interests representing an entitlement to Ordinary Shares |
"Euroclear" | Euroclear UK & Ireland Limited, the operator of CREST |
"FCA" | the Financial Conduct Authority of the UK |
"Form of Proxy" | the form of proxy for use in relation to the General Meeting which accompanies this document |
"FSMA" | the Financial Services and Markets Act 2000 (as amended) |
"General Meeting" | the general meeting of the Company convened for 17:30 p.m. (GMT + 08:00) on 15 February 2017 by the Notice to be held at Jiasen International Holdings Limited, 7th floor, Nanlian Industrial Park, Guanqiao Town, Nan'an City, Fujian Province, PRC for the purpose of considering and, if thought fit, passing the Resolution |
"Group" | together the Company and its subsidiary undertakings |
"ISIN" | International Securities Identification Number |
"London Stock Exchange" | London Stock Exchange plc |
"NEX Exchange Growth Market" or "NEX" | the market of that name operated by NEX Exchange, a Recognised Investment Exchange under section 285 of FSMA |
"Notice" | the notice convening the General Meeting on page 11 of this document |
"Ordinary Shares" | the 121,656,361 ordinary shares of US $0.10 each in the capital of the Company which are in issue at the date of this document |
"PRC" | People's Republic of China |
"Proposal" | Proposed cancellation of the Company's shares from trading on AIM |
"Registrar" | Computershare Investor Services (BVI) Limited |
"Regulatory Information Service" | one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information in respect of listed companies |
"Resolution" | the Resolution to be proposed at the General Meeting as set out in the Notice |
"Shareholders" | registered holders of Ordinary Shares |
"UK" | the United Kingdom of Great Britain and Northern Ireland |
"uncertificated" or "in uncertificated form" | a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated from in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
LETTER FROM THE CHAIRMAN OF
JIASEN INTERNATIONAL HOLDINGS LIMITED
(Incorporated in British Virgin Island with Company No: 1741620)
Directors | Registered Office |
Mr Weigang Chen Chairman Mr Jinji Chen Chief Executive Officer Mr Gareth Wong Chief Financial Officer Mr Dennis Ow Non-executive Director Mr Derrick Woolf Non-executive Director | P.O. Box 957 Offshore Incorporations Centre Road Town, Tortola British Virgin Islands |
31 January 2017
Dear Shareholder,
Proposed Cancellation of the Company's Ordinary Share to trading on AIM
Application to trading on the NEX Exchange Growth Market
Notice of General Meeting
1. Introduction
On 30 January 2017, the Company announced that it is proposing to seek admission to trading on the NEX Exchange Growth Market and to seek shareholder consent to cancel the admission of the Company's Ordinary Shares to trading on AIM ("Proposal").
This letter sets out the background to and reasons for the Proposal, additional information on the implications of the Proposal for the Company and its Shareholders and why the Board believes the Proposal to be in the best interests of Shareholders as a whole. Having disclosed their interests in the Company and their intentions with regard to their individual holdings, the Directors also unanimously recommend the Proposal.
Pursuant to Rule 41 of the AIM Rules for Companies, the Company is required to obtain the consent of not less than 75 per cent. of the shareholders voting in order to request that the Company's Ordinary Shares are cancelled from trading on AIM. Also included in this letter is a notice of general meeting which has been convened for 17:30 p.m. (GMT + 08:00) on 15 February 2017 at Jiasen International Holdings Limited, 7th floor, Nanlian Industrial Park, Guanqiao Town, Nan'an City, Fujian Province, PRC in order that the Proposal may be put to Shareholders.
2. Proposed Admission to NEX and Cancellation from AIM
Reason for Proposed admission to NEX and Cancellation from AIM
The Company's shares were admitted to trading on AIM on 14 July 2014 to, inter alia, assist it in tendering for sizable domestic and export contracts and to provide the Company access to equity capital. Since its admission to AIM, business development in the PRC and in the UK has been slower than expected and the Company has not sought to raise additional capital from the market. More recently, trading conditions in China have been challenging and the Board believes this will continue in the medium term. The Board has consequently been considering the Company's options in respect of reducing the costs of maintaining a quotation or seeking withdrawing the Company from the market. The Board, however, remains committed to the Company's shares being admitted to a public market. Having taken account of the alternative public stock markets, the slower than expected development of the business, the relative costs of maintaining a quotation on AIM and the limited liquidity in the Company's shares, the Board has concluded that it will seek admission of the Company's shares to trading on the NEX Exchange Growth Market and the cancellation of trading on AIM.
The Company is intending to make an application to the NEX Exchange Growth Market shortly. Whilst no certainty can be given in respect of the success of the application to trading on the NEX Exchange Growth Market at this stage, the Board does not expect its application to be rejected and anticipates admission occurring on or around 24 February 2017. Acceptance of the Company's application to the NEX Exchange Growth Market will be notified in advance of the General Meeting and admission to the NEX Exchange Growth Market will be sought in advance of the proposed cancellation from trading on AIM in order to maintain a mechanism for Shareholders to trade their shares.
Effects of Delisting in the event that admission to NEX does not occur
In the event that the Resolution is passed and admission of the Company's shares to trading on the NEX Exchange Growth Market, or any other stock market, does not occur, Shareholders will no longer be able to buy and sell shares in the Company through a public stock market and liquidity in the Company's shares will be extremely limited.
Also, in the event that the Company is not admitted to the NEX Exchange Growth Market or other public stock market, upon Cancellation becoming effective, Ordinary Shares shall cease to be available in uncertificated form and, following a short period after Cancellation, shall be withdrawn from CREST. Holders of Ordinary Shares in uncertificated form will then hold those shares in certificated form, for which they will be sent share certificates within 7 days of the CREST facility being withdrawn.
Upon Cancellation and in the event that the Company's shares are not admitted to trading on the NEX Exchange Growth Market or other such public market, the Company will no longer be required to retain a nominated adviser and broker, announce material events to Shareholders, comply with corporate governance requirements or to comply with the AIM Rules. The Company will continue to be subject to the Act, which mandates shareholder approval for certain matters.
3. Summary
The Board of the Company has concluded that it is in the best interests of Shareholders as a whole that admission to trading on NEX Exchange Growth Market be sought and the cancellation of its shares to trading on AIM be approved.
4. Irrevocable Undertakings
The Company has received irrevocable undertakings, including the directors of the Company, to vote in favour of the Resolution. These undertakings comprise 35,643,000 Ordinary Shares which represents 29.3 per cent. of the voting rights in the Company.
5. Action to be taken
For Holders of Ordinary Shares
A Form of Proxy for use at the General Meeting accompanies this document. Shareholders should read the forms careful to ensure that the correct form is used to allow them to vote at the meeting. If you are unable to attend the meeting, you are requested to complete and sign the enclosed Proxy Form and return it to the Company's registrar, Computershare Investor Services (BVI), c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom as soon as possible, but, in any event, so as to be received by Computershare Investor Services (BVI) no later than 09:30 a.m. on 13 February 2017.
Shareholders may appoint more than one proxy in relation to the General Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held. To appoint more than one proxy, Shareholders will need to complete a separate Proxy Form in relation to each appointment. Additional Proxy Forms may be obtained by contacting Computershare Investors Services plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom on 0370 707 4040 from within the UK or +44 370 707 4040 if calling from outside the UK (the Shareholder Helpline is open between 8:30am and 5:30pm UK time Monday to Friday excluding public holidays in England and Wales). Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline cannot provide advice on the merits of any matter to be proposed at the General Meeting nor give any financial, investment, legal or tax advice. You will need to state clearly on each Proxy Form the number of Ordinary Shares in relation to which the proxy is appointed.
The completion and return of a Proxy Form will not preclude Shareholders from attending the General Meeting and voting in person should they so wish. Further details relating to voting by proxy are set out in the notes of the Notice and in the Proxy Form.
For Holders of Depositary Interests
Any holders of Depositary Interests should instruct Computershare Investors Services plc to vote in respect of the holder's interest using the Form of Instruction enclosed. The completed Form of Instruction must be received by Computershare Investors Services plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom together with the original or notarially certified copy of any power of attorney or other power under which it is executed (if any) not later than 10 February 2017 at 09:30 a.m. (GMT) before the time appointed for the Meeting or any adjournment thereof.
Any Shareholder who holds his shares via the depositary interest arrangement and who would like to attend the General Meeting should contact the depositary whose contact details can be found on the Form of Instruction.
6. Recommendation
The Board considers that the passing of the Resolution set out in the Notice is in the best interests of the Company and its Shareholders as a whole.
Accordingly, the Board unanimously recommends that you vote in favour of the Resolution to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial shareholdings in the Company, amounting, in aggregate, to 35,643,000 Ordinary Shares, representing approximately 29.3 per cent. of the issued ordinary share capital of the Company.
Yours faithfully
Weigang Chen
Chairman"