Notice of GM - Proposed move to AIM

RNS Number : 2377U

Vislink PLC

29 November 2013

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Vislink plc

("Vislink" or the "Company")

Notice of General Meeting

Proposed cancellation of listing on the Official List and application for Admission to AIM

The Board of Vislink is pleased to announce that it will post a circular to shareholders today convening a General Meeting ("GM") to be held at the offices of N+1 Singer, One Bartholomew Lane, London EC2N 2AX at 3.00 p.m. on 17 December 2013 at which it will seek shareholder approval for the proposed cancellation of admission to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities and detail its intention to apply for Admission to trading on AIM.

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

Background to and reasons for the Delisting and Admission

The Group's strategy, originally announced in November 2011, is to continue to develop our core competence to provide solutions for the broadcast and surveillance markets, and as part of this to grow sales to £80 million, with £8.0 million adjusted operating profit, by the end of the 2014 financial year.  The Group intends to support this growth by a number of strategic acquisitions, including the acquisition of Amplifier Technology Limited announced on 29 August 2013, and continues to actively seek such acquisitions to strengthen the Group's hardware, software and services capabilities.  The Board has carefully considered the proposed move to AIM, and believes that such a move will provide a market and environment more suited to the Company's current size and strategic intent to enhance shareholder value by organic growth and acquisitive activity in the broadcast and surveillance markets. It will also simplify the on-going administrative and regulatory requirements of the Company.  The Delisting and Admission will offer greater flexibility to the Company, particularly with regard to corporate transactions including strategic acquisitions and should therefore enable the Company to execute such transactions more quickly and cost effectively when compared to the requirements of the Official List.  Given the Company's strategy, the Board believes that the move is likely to be of significant benefit to the Company and its Shareholders going forward.

AIM will provide Shareholders with a market on which to potentially trade their Ordinary Shares whilst providing the Company with continued access to equity capital, including the ability to improve future liquidity for the benefit of all Shareholders.  The Company should continue to appeal to institutional investors following the Delisting and Admission and, in light of the possible tax benefits, the Board hopes that being admitted to AIM may make the Company's Ordinary Shares more attractive to retail investors.

If the Resolutions are not approved by Shareholders the Group intends to continue to execute its stated strategy in the broadcast and surveillance markets but may be forced to do so at a much slower pace, with individual acquisitions having to be put separately to Shareholders for their approval due to their size as required by the Listing Rules. Accordingly, the Directors believe that the proposed move to AIM will improve the Company's competitive negotiating position with acquisition counterparties and will enable the Company to move more quickly in effecting acquisitions, to mitigate execution risk for vendors and to significantly reduce its transaction costs. 

As the Company's Ordinary Shares are currently listed on the premium segment of the Official List, the Company is subject to a number of regulatory requirements which would not apply were the Delisting and Admission to occur.  Further details on the regulatory consequences of moving to AIM are contained in the circular.

Proposed disapplication of pre-emption rights

It is generally recognised that AIM-listed companies require greater flexibility to issue shares on a non-pre-emptive basis.  After careful consideration, the Board believes that, following Admission, a 5 per cent. limit on the issue of new Ordinary Shares for cash on a non-pre-emptive basis would be unduly restrictive and would restrict the Company's ability to raise finance from issues of new Ordinary Shares, for example to fund strategic acquisitions should the opportunity and need arise.

The Board believes that a 20 per cent. limit on non-pre-emptive share issues for cash by the Company would, in light of the Group's stated strategy, be more appropriate following Admission, and will be seeking authority for this from Shareholders.  Accordingly, Resolution 2 set out in the Notice will be proposed to Shareholders at the General Meeting.  This resolution, if passed, will confer on the Board authority to issue new shares (or sell treasury shares) for cash either (i) by way of a rights issue or other pre-emptive issue in favour of holders of equity securities or (ii) other than by way of a pre-emptive issue, limited to an aggregate nominal amount of £569,512, representing 22,780,480 new Ordinary Shares and equivalent to 20 per cent. of the current issued ordinary share capital of the Company at the date of this document.  This authority will be conditional on Admission and will be in substitution for the authority granted at the annual general meeting held in May 2013.  It will expire at the earlier of the conclusion of the next annual general meeting of the Company to be held in 2014 and 30 June 2014.  The Directors confirm that there is no present intention to use this proposed authority.

If Resolution 2 is not passed, or Admission does not occur, then the existing authority to allot shares on a non-pre-emptive basis granted to the Board at the 2013 annual general meeting will continue to apply in accordance with its terms.

General Meeting

The Resolutions to be proposed at the General Meeting are as follows:

1.   As a special resolution, to authorise the Directors to cancel the listing of the Ordinary Shares on the Official List and to remove such Ordinary Shares from trading on the London Stock Exchange's Main Market and to apply for admission of the Ordinary Shares to trading on AIM; and

2.   As a special resolution, conditional on the passing of the Delisting Resolution and on Admission, to give the Directors power under sections 570 and 573 of the Act to issue new equity shares (or sell treasury shares) for cash either (i) by way of a rights issue or other pre-emptive offer to Shareholders or (ii) otherwise up to an aggregate nominal amount of £569,512, representing 22,780,480 new Ordinary Shares and equivalent to 20 per cent. of the current issued ordinary share capital of the Company at the date of this document.

Expected timetable of principal events

Publication of the circular	29 November 2013
Latest time and date for receipt of Forms of Proxy	3:00 p.m. on 15 December 2013
General Meeting	3:00 p.m. on 17 December 2013
Last day of dealings in Ordinary Shares on the Main Market	17 January 2014
Cancellation of listing of Ordinary Shares on the Official List effective	8:00 a.m. on 20 January 2014
Admission and commencement of dealings in the Ordinary Shares on AIM	8:00 a.m. on 20 January 2014

Note:

These times and dates refer to London time and are given on the basis of the Board's current expectations and are subject to change.  If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a regulatory information service and will be available on www.vislink.com.  The cancellation of listing of the Ordinary Shares on the Official List and the admission and commencement of dealings in the Ordinary Shares on AIM are conditional on, inter alia, the passing of the Delisting Resolution at the General Meeting.

Summary

The Board believes that the Delisting, Admission, the Pre-emption Rights Disapplication and the Resolutions are in the best interests of the Company and Shareholders as a whole.  Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings amounting, in aggregate, to 1,581,088 Ordinary Shares and representing approximately 1.39 per cent. of the Company's current issued share capital.

For further enquiries, please contact:

Vislink plc Tel: [phone] John Hawkins, Executive Chairman Ian Davies, Chief Financial Officer N+1 Singer Shaun Dobson Matt Thomas Tel: [phone] Hudson Sandler Tel: [phone] Charlie Jack

A copy of this announcement will be published on Vislink's website at www.vislink.com. For the avoidance of doubt, neither the content of the Company's website nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement nor, unless previously published by the Company by means of a regulatory information service, should such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of securities in the Company.

Capitalised terms in this announcement have the same meaning as those defined in the circular.

 

END

 

 

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