Quadrant Group PLC
11 December 2001
Quadrant Group plc
Transfer to AIM and EMI Option Scheme
Quadrant Group plc ('the Company') has today sent a circular to its
shareholders informing them that the Company is applying to have its share
listing transferred from the Official List of the UK Listing Authority
('Official List') to the Alternative Investment Market of the London Stock
Exchange ('AIM'), ('the Circular'). In addition, in the Circular, the Company
is seeking shareholder approval to set up a new employee share option scheme
under the UK government's recent Enterprise Management Incentive Scheme
regulations ('the EMI Scheme').
Transfer to AIM
Following the restructuring undertaken over the past three years, the
Company's activities now comprise two electronics systems businesses
addressing the CCTV security and flight simulation markets. Given the
technology-related nature of these businesses, and the current small size of
the Company, the Board believes that an AIM listing will provide wider
exposure to the type of investors most likely to be interested in the
Company's ordinary shares of 20 pence each ('Ordinary Shares' or 'Shares').
This in turn should help improve liquidity in the Shares, making them more
attractive for existing as well as new shareholders. Shareholders should be
aware that once on AIM, the Ordinary Shares will no longer qualify as PEP or
ISA investments.
The AIM Rules require that the Company appoint a nominated adviser and broker
before its Ordinary Shares are admitted to trading on AIM. Beeson Gregory
Limited has agreed to act as nominated adviser and broker to the Company
following Admission.
The admission of the Ordinary Shares to trading on AIM will not affect the way
in which Shareholders buy or sell Ordinary Shares.
It is expected that the entire issued share capital of the Company will be
admitted to trading on AIM and that dealings will commence on 15 January 2002.
The listing of the existing Ordinary Shares on the Official List will be
cancelled as at the closure of the market on 14 January 2002. No new share
certificates in respect of existing Ordinary Shares will be issued.
The EMI Scheme
The purpose of EMI schemes is to provide smaller companies with a simple and
tax efficient means of attracting, incentivising and rewarding talented
employees. An important aspect of our ongoing businesses is being able to
recruit and retain experienced senior managers with strong technical
backgrounds. There is no shortage of alternative opportunities for individuals
with such skills. An ability to offer tax efficient EMI options to our key
managers will enable the businesses to keep fixed remuneration costs lower,
whilst providing significant long-term incentives that are aligned with the
interests of shareholders.
Options under the Company's proposed EMI Scheme will normally be exercisable
within two to ten years at the market price at the time of grant. If the EMI
Scheme is approved the Company's current employee option schemes will
effectively become redundant and it is not anticipated that any further grants
will be made under these schemes, unless there are changes in the relevant
legislation.
Subject to shareholders approving the EMI Scheme, it is the Board's intention
to grant options to key employees immediately over approximately 620,000
shares in aggregate, representing approximately 9.6% of the issued share
capital. It is anticipated that at the same time outstanding options over
129,474 shares under the Company's earlier schemes will be surrendered,
leaving outstanding options over 150,000 shares at an exercise price of 42.5
pence (89,474 of the options to be surrendered have an exercise price of £3.80
per share with the remainder at 82.5 pence).
Extraordinary General Meeting
In the Circular is a notice convening an extraordinary general meeting of the
Company to be held at the offices of Beeson Gregory Limited, The Registry,
Royal Mint Court, London EC3N 4LB at 10.30 a.m. on 27 December 2001. At this
meeting an ordinary resolution will be proposed to approve the adoption of the
EMI Scheme.
Enquiries:
David Coghlan, Chief Executive 01527 850 080
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