Notice of General Meeting

RNS Number : 3080A

Clinical Computing PLC

29 March 2012

 



CLINICAL COMPUTING PLC

PROPOSED CANCELLATION OF AIM ADMISSION

 AND NOTICE OF GENERAL MEETING

Clinical Computing Plc ("the Company"), the international developer of clinical information systems for the healthcare market and developer of programme management software, announces its intention to seek Shareholder approval for the cancellation of admission of Shares to trading on AIM.  The Company trades through four operating subsidiaries: Clinical Computing UK Limited in the United Kingdom and Europe, Clinical Computing Inc. in the United States, Clinical Computing Pty Limited in Australia and Hydra Management Limited ("Hydra") in the United Kingdom.

An explanatory circular has today been posted to Shareholders setting out the background to and reasons for the Cancellation, why the Directors believe the Cancellation is in the best interests of the Company and its Shareholders and why they recommend that Shareholders vote in favour of the Resolution as they intend to do in respect of their own current beneficial holdings of, in aggregate, 9,710,829 Ordinary Shares, representing 8.75 per cent. of the current issued share capital of the Company.  Additionally, the Company has received irrevocable undertakings from certain Shareholders to vote in favour of the Resolution, which, when taken together with the Directors' holdings, amount to 65,562,076 Ordinary Shares, representing approximately 59.13 per cent. of the current issued share capital of the Company.

A General Meeting of the Company will be held at IP City Centre, 1 Bath Street, Ipswich, IP2 8SD at 16:00 on 23 April 2012 at which Cancellation Resolution will be proposed to approve the Cancellation.  A notice convening the General Meeting is set out in the circular. 

Contacts:
Joe Marlovits, Chief Executive Clinical Computing Plc www.ccl.com	01473 694770
James Caithie Cairn Financial Advisers LLP - Nominated Adviser	020 7148 7900

The Cancellation

Reasons for the Cancellation

The principal reasons for the Admission of the Ordinary Shares to trading on AIM have been to provide the Company with the ability to access capital in order to fund its strategy and to use its Ordinary Shares for acquisitions. Having recently undertaken a review of both the advantages and disadvantages of maintaining Admission of the Ordinary Shares to trading on AIM, the Directors have concluded that it is no longer in the best interests of the Company or its Shareholders to maintain the Admission. In reaching this conclusion, the Directors have taken the following factors into account:

A.  given the overall market conditions for small listed companies, the Directors are of the opinion that it is (and will likely continue to be) difficult for the Company to attract meaningful equity investment through its listing on AIM;

B.  the AIM listing of the Ordinary Shares does not, in itself, offer investors increased liquidity or marketability of the Shares and there is no opportunity to trade in meaningful volumes or with any frequency. With little trading volume, the Share price can move up or down significantly following trades of small numbers of Shares; and

C.    the Directors estimate that annual direct and indirect costs of the AIM listing of the Ordinary Shares are at least £80,000. This estimate includes listing expenses and advisory, legal and audit fees but excludes any costs associated with the considerable amount of senior executive time which is also spent dealing with the issues related to maintaining the Admission on AIM.

Pursuant to AIM Rule 41, the Delisting can only be effected by the Company after securing a resolution of Shareholders in a general meeting passed by a requisite majority being not less than 75 per cent.  of the votes cast by Shareholders (in person or by proxy).   Under the AIM Rules the Delisting can only take place after the expiration of a period of twenty Business Days from the date on which notice of the Delisting is given.   In addition, a period of at least five Business Days following the Shareholder approval of the Delisting is required before the Delisting may be put into effect.

The Company has notified the London Stock Exchange of the proposed Delisting.   In the event that Shareholders approve the Resolution approving the Delisting, it is anticipated that the trading in the Ordinary Shares on AIM will cease at close of business on 30 April   2012 with the Delisting taking effect at 7.00am on 1 May  2012.

Shareholders should note however that the Company will nevertheless remain subject to the provisions of the City Code on Takeovers and Mergers for a period of 10 years from the Delisting.

Effect of Delisting

The principal effect of the Delisting is that cancellation in the trading of the Ordinary Shares on AIM may reduce the liquidity and marketability of Shares.

JP Jenkins provides companies which are unlisted and unquoted with a facility enabling existing and prospective shareholders to deal in their shares.

It is intended that Shareholders will be able to trade their Shares via the JP Jenkins share matching facility for companies. The Directors believe JP Jenkins provides a cost effective mechanism to buy or sell shares. Shareholders can use their existing stockbroker should they have one. Shareholders will need to instruct their existing stockbroker with a limit order who in turn will contact JP Jenkins to place the limit order on their behalf. Once the limit order has been executed, the Shareholder will receive a contract note from their stockbroker.

Should a Shareholder not have a stockbroker they can still use the services of JP Jenkins.  

CREST

The Company's Shares will remain eligible for settlement in CREST.  Accordingly, Shareholders will continue to be able to hold their Shares in CREST after Delisting.

Recommendation

For the reasons set out above, the Directors believe that the proposed Delisting is in the best interests of the Company and its Shareholders as a whole.  Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution approving the Delisting as they have undertaken so to do in respect of their own current beneficial holdings of, in aggregate, 9,710,829 Ordinary Shares, representing 8.75 per cent.  of the current issued share capital of the Company.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of Forms of Proxy                       16:00 on 21 April 2012

General Meeting                                                                               16:00 on 23 April 2012

Last day of dealings in Ordinary Shares on AIM                            30 April 2012

Delisting takes effect                                                                        7:00 a.m. on 1 May 2012

All of the times referred to are London time.

All of these times and dates are subject to change at the Company's discretion. In the event of any change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

The Cancellation requires the approval of not less than 75% of the votes cast by Shareholders at the General Meeting.

DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise:

"Admission"                           the admission of the Ordinary Shares to trading on AIM;

"AIM"                                       the AIM market operated by the London Stock Exchange;

"Board" or "Directors"           the board of directors of the Company

"Company" or                        a company registered in England and Wales with company "Clinical Computing Plc"                      number 1429835 and whose registered office is at 1P City,

                                                1 Bath Street, Ipswich IP2 8SD.

"CREST"                                a relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations);

"Delisting"                              the proposed cancellation of admission of the Ordinary Shares to trading on AIM;

"Form of Proxy"                     the form of proxy to be used  by Shareholders in connection with the General Meeting;

"General Meeting"                 the general meeting of the Company convened for 16:00 on 23 April 2012 (or any adjournment thereof), notice of which is set out at the end of this document;

"JP Jenkins"                           means the trading division of Rivington Stockbrokers which is licensed by the Isle of Man Financial Supervision Commission whose registered office is at 4^th Floor, 39 Athol Street, Douglas, Isle of Man IM1 1LA;

"London Stock                       London Stock Exchange plc;

Exchange"

"Ordinary Shares"                 ordinary shares of 1 pence each in the capital of the Company;

"Regulatory Information        any of the services approved by the London Stock Exchange  Service"                                  plc for the distribution of AIM announcements and included

 within the list maintained on the website of the London Stock Exchange;

"Resolution"                           the resolution to be proposed at the General Meeting;

"Shareholders"                      holders of Ordinary Shares and the term "Shareholder" shall mean any one of them;

 

END

 

 

NOESELFWAFESEDD