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
5 November 2013
Panther Securities PLC
(the "Company")
Proposed Move to AIM
The Company is pleased to announce that it has posted 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"). Sanlam Securities is acting as financial adviser to the
Company in connection with the Cancellation and will act as nominated adviser
and joint broker on AIM Admission becoming effective.
The Circular is available on the Company's website at www.pantherplc.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, Andrew Perloff, Executive Chairman of Panther
Securities 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 shareholders support the proposal."
Reasons for the Move to AIM
The Board has carefully considered the proposed Move to AIM 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;
• 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 Move to AIM 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
Deneway House, 88-94 Darkes Lane, Potters Bar, Hertfordshire EN6 1AQ at 11.30
a.m. on 27 November 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 Days' 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 27 December 2013 and that cancellation of the listing of the
Ordinary Shares on the Official List will take effect at 8.00 a.m. on 30
December 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 30 December 2013.
Irrevocable undertakings
The Directors have received irrevocable undertakings to vote in favour of the
Resolution from Shareholders holding in aggregate 74.85 per cent. of the
existing issued Ordinary Shares as at 1 November 2013, being the last
practicable day before the publication of the Circular.
Expected timetable of principal events
Event
Latest time and date for receipt of completed 11.30 a.m. on 25 November 2013
Forms of Proxy
General Meeting 11.30 a.m. on 27 November 2013
Last day of dealings on the Official List 27 December 2013
Cancellation effective 8.00 a.m. on 30 December 2013
Admission and commencement of dealings on AIM 8.00 a.m. on 30 December 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:
Panther Securities PLC Tel: 01707 667 300
Andrew Perloff - Chairman
Simon Peters - Finance Director
Sanlam Securities UK Limited
Financial Adviser and Proposed Nomad and Joint Broker Tel: 020 7628 2200
David Worlidge/Scott Mathieson
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