Circular & EGM

20 Dec 2007 16:06

Felix Group PLC20 December 2007 Felix Group plc ("Felix", the "Group" or the "Company") Circular and extraordinary general meeting Felix announces that in accordance with AIM Rule 15 it has today posted acircular (the "Circular") to shareholders concerning the proposed investingstrategy of the Group (the "Investing Strategy"). Accompanying the Circular isa notice of extraordinary general meeting (the "EGM") to be held at 12.00pm on14 January 2008 at the offices of Lawrence Graham LLP, 4 More London Riverside,London SE1 2AU. The purpose of the EGM is to consider and, if thought fit, passa resolution (the "Resolution") to approve the Investing Strategy. On 10 December 2007 it was announced that following a detailed review of theGroup's business model the Company would cease to fund its trading subsidiary,Felix Corporation Ltd ("Felix Corporation"). Subsequently on 12 December 2007it was announced that Felix Corporation Ltd had entered administration and DavidCostley-Wood and his administration staff of KPMG had been appointedadministrators. Under the AIM Rules for Companies published by the London Stock Exchange plc(the "AIM Rules") where a company whose shares are traded on AIM divests itselfof all or substantially all of its trading business activities it will betreated as an "investing company". Effectively a cash shell. Such a company mustthen state its investing strategy going forward and implement its investingstrategy, to the satisfaction of the London Stock Exchange plc (the "LondonStock Exchange"), within twelve months of Shareholders approving the investingstrategy. By virtue of the fact that Felix Corporation has been placed intoadministration, the London Stock Exchange have confirmed that the Company haseffectively divested itself of its trading business and must now be treated asan investing company as described above. After careful consideration the Board has determined that the Investing Strategywill be to acquire a trading business displaying one or more of the followingcharacteristics: currently and historically profitable, cash generative andcapable of organic growth or growth by acquisition. It is intended that any suchacquisition will be completed within 12 months of the date of the EGM. If nosuch acquisition is completed within this timescale, the London Stock Exchangewill suspend the Company's quotation on AIM. Shareholders should note that the Company has received a letter of intent from aShareholder and indications from another Shareholder, who hold in aggregate100,423,370 Ordinary Shares (representing 41.73 per cent. of the issued sharecapital of the Company), to the effect that it is their current intention tovote in favour of the Resolution. The Board considers that adopting the Investing Strategy is in the bestinterests of the Company and its Shareholders as a whole. Accordingly, the Boardrecommends that Shareholders vote in favour of the resolution to approve theInvesting Strategy to be proposed at the EGM, as they intend to do themselves inrespect of their beneficial shareholding which in aggregate amounts to 550,000Ordinary Shares, representing 0.2 per cent. of the issued share capital of theCompany. The Circular will shortly be available on Felix's website www.felixgroupplc.comand hard copies can be obtained from the offices of the Company's lawyers,Lawrence Graham LLP, 4 More London Riverside, London SE1 2AU. Media Enquiries: Susanna Voyle Celia Gordon Shute Tulchan Communications +44 (0) 20 7353 4200 Other Enquiries: Mark Dickenson Simon Brown Landsbanki Securities (UK) Limited, Nomad and Broker to Felix Group +44 (0)207426 9000 This information is provided by RNS The company news service from the London Stock Exchange