Proposed Move to AIM

RNS Number : 3199P

MS International PLC

01 October 2013

 



MS INTERNATIONAL plc

(the "Company")

Proposed Move to AIM

The Company is pleased to announce that it will today post a circular to Shareholders (the "Circular") convening a General Meeting at which the Company will seek Shareholder approval for the proposed cancellation of the admission of its ordinary shares to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities ("Cancellation") and detail its intention to apply for admission to trading on AIM ("AIM Admission"). Shore Capital is acting as financial adviser to the Company in connection with the Cancellation and will act as nominated adviser and broker on AIM Admission becoming effective.

The Circular will be available later today on the Company's website at www.msiplc.com and will be submitted to the National Storage Mechanism where it will shortly be available at www.morningstar.co.uk/uk/nsm.

Commenting on the Move to AIM, Michael Bell, Executive Chairman of MS INTERNATIONAL plc, said: 

"As Chairman and a major shareholder of the Company, I firmly believe that the proposal to move to AIM is the right thing to do for the Company and all its shareholders and recommend that you support the proposal."

Reasons for the Move to AIM

The Board has carefully considered the proposed AIM Admission and believes that it is in the best interests of the Company and its Shareholders as a whole for the following reasons:

·     AIM provides a more suitable market and environment that should simplify the administrative and regulatory requirements of the Company;

·     AIM will offer greater flexibility with regard to corporate transactions, and should enable the Company to agree and execute certain transactions more quickly and cost effectively than a company on the Official List;

·     The Company should continue to appeal to institutional investors following the AIM Admission and in light of the possible tax benefits mentioned below, the Directors hope that being admitted to AIM will make the Company's shares more attractive to retail investors;

·     Companies whose shares trade on AIM are deemed to be unlisted for the purposes of certain areas of UK taxation. Therefore, following the AIM Admission, individuals who hold Ordinary Shares may, after two years be eligible for certain inheritance tax benefits. Shareholders and prospective investors should consult their own professional advisers on whether an investment in AIM securities is suitable for them, or whether the tax benefit referred to above is available to them;

·     Since 5 August 2013, shares traded on AIM can be held in ISAs; and

·     The UK government's proposed abolishment of stamp duty on shares traded on AIM in April 2014 should, if implemented, help increase liquidity in the trading of the Company's Ordinary Shares should the AIM Admission proceed.

Details of the AIM Admission

In order to effect the AIM Admission, the Company will require, inter alia, Shareholder approval of the Resolution at the General Meeting to be held at the Holiday Inn Doncaster, High Road, Warmsworth, Doncaster, DN4 9UX at 11.00 a.m. on 24 October 2013. The Notice of General Meeting in the Circular sets out the terms of the Resolution which will be proposed at the General Meeting as a special resolution in order to approve the Cancellation and Admission. The Resolution is subject to approval being obtained from not less than 75 per cent. of Shareholders voting in person or by proxy and, if it is not passed, the Company will retain its premium listing on the Official List and its Ordinary Shares will remain traded on the Main Market.

Assuming the Resolution is passed, the Company will apply to cancel the listing of its Ordinary Shares on the Official List and to trading on the Main Market and will give 20 Business Day's notice of its intention to seek admission to trading on AIM under AIM's 'fast track procedure' for companies that have their securities traded on an AIM Designated Market (which includes the Official List).

It is expected that the last day of dealings in the Ordinary Shares on the Main Market will be 21 November 2013 and that cancellation of the listing of the Ordinary Shares on the Official List will take effect at 8.00 a.m. on 22 November 2013, being not less than 20 Business Days from the passing of the Resolution. Admission is expected to take place, and dealings in Ordinary Shares are expected to commence on AIM at 8.00 a.m. on 22 November 2013.

Irrevocable undertakings

The Directors have received irrevocable undertakings to vote in favour of the Resolution from Shareholders holding in aggregate 72.2 per cent. of the existing issued Ordinary Shares (excluding those Ordinary Shares held in treasury) as at 30 September 2013, being the last practicable day before the publication of this document.

Current trading

The Company continues to trade well in both its 'Forgings' and 'Petrol Station Superstructures' divisions and prospects for their revenue growth remains favourable. However, as the Company has alluded to in recent statements, much of the global defence sector remains characterised by persisting procurement budget constraints and prevailing uncertainties. Whilst our 'Defence' division has a substantial order book for delivery in future years and a considerable pipeline of un-awarded new business prospects, the delay in such prospects becoming confirmed orders, means the Company expects its revenue for the first half year and the year as a whole to be less than that reported last year. Furthermore, given the highly operationally geared nature of the 'Defence' division, the Board expects the Company's profits before tax to be appreciably less in both instances than that reported last year.

The balance sheet remains robust with substantial net cash and short term deposits.  In the light of this and the Directors' confidence in the Company's future business prospects, the Board will seek to maintain the dividend for the year.

Expected timetable of principal events

Event
Publication of the Circular	1 October 2013
Latest time and date for receipt of completed Forms of Proxy	11.00 a.m. on 22 October 2013
General Meeting	11.00 a.m. on 24 October 2013
Last day of dealings on the Official List	21 November 2013
Cancellation effective	8.00 a.m. on 22 November 2013
Admission and commencement of dealings on AIM	8.00 a.m. on 22 November 2013

Note:

Each of the times and dates above are indicative only and subject to change without consultation. If any of the above times and/or dates change, the revised times and/or dates will be notified by announcement on a Regulatory Information Service. References in this document to time are to London time, unless specified otherwise.

Unless otherwise stated defined terms in this announcement not otherwise defined shall have the same meaning as is ascribed to them in the Circular.

For further information please contact:

MS INTERNATIONAL plc                                                                             Tel: [phone]

Michael Bell

Shore Capital

Financial Adviser and Proposed Nomad and Broker                                        Tel: [phone]      
Bidhi Bhoma/Patrick Castle

 

END

 

 

MSCLMMATMBIJBJJ