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Jellybook Limited (JELY)

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Friday 15 March, 2013

Jellybook Limited

Cancellation of AIM listing and MVL

RNS Number : 1812A
Jellybook Limited
15 March 2013
 



JELLYBOOK LIMITED

("Jellybook" or the "Company")

 

Proposed cancellation of admission to trading on AIM

 

 Proposed Members Voluntary Liquidation

 

and

 

Notice of Special General Meeting

 

The Board of Jellybook announces that a circular (the "Circular") seeking shareholder approval for the cancellation of admission to trading on AIM of its ordinary shares of £0.01 each ("Ordinary Shares") ("Cancellation") is today being posted to the Company's shareholders convening a Special General Meeting to take place at 4:30pm on 8 April 2013 at Banque Havilland, 35a avenue J.F. Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg  (the "Special General Meeting") to seek such approval for the proposed Cancellation and, subject the Cancellation taking place, the proposed Members Voluntary Liquidation.

 

The Circular explains the background to the proposed Cancellation and the proposed Members Voluntary Liquidation and gives the reasons why the Directors unanimously consider the proposed Cancellation and proposed Members Voluntary Liquidation to be in the best interests of the Company and its shareholders as a whole, and why they recommend that shareholders should vote in favour of the proposed Cancellation and proposed Members Voluntary Liquidation at the Special General Meeting.

 

The Circular will also be available on the Jellybook website accessible at www.jellybook.com.

 

For further information, contact:

 

Jellybook Limited                                                        Tel:   + 44 (0)1603 753675

Michael Wright                                                           

 

Allenby Capital Limited                                             Tel:   + 44 (0) 20 3328 5656

Alex Price, Nick Naylor

 

Maitland                                                                        Tel:   + 44 (0) 20 7379 5151

Neil Bennett, Daniel Yea

 

The following information is extracted from the Circular.  Copies of the Circular will be available on the Jellybook website accessible at www.jellybook.com.  Definitions used in the Circular apply in this announcement unless the context otherwise requires.

 

Background

 

The Company was admitted to trading on AIM on 22 June 2011 with the intention of consolidating opportunities in the European Social Media Sector with a view to becoming a leading European social media company.  In pursuance of this strategy, the Company evaluated a number of potential opportunities and at the time of the publication of its interim results on 26 September 2012 the Board remained confident that it would be able to identify one or more suitable acquisitions consistent with the Board's desired terms and that the rationale for flotation, namely the access to both deal flow and the proven track record of the Board, remained.

 

Since the publication of the interim results, the Board has been unable to find a suitable acquisition opportunity and has continually found itself battling against two recurring issues, namely that Jellybook lacks sufficient resources to be able to acquire the larger and more established opportunities in the Social Media Sector and also that the valuation expectations of the smaller potential acquisition targets is unrealistically high, such that the Board considers that to have proceeded would not have been in the interest of Shareholders.

 

In light of the Directors' belief that the Company is no longer able to implement its investing strategy, the Board has been reviewing both the advantages and disadvantages of maintaining admission of the Ordinary Shares to trading on AIM.  The Directors have, following careful consideration, concluded that it is no longer in the best interests of the Company or its Shareholders for the Company to maintain Admission and consider that the interests of Shareholders will be best served by carrying out a Members Voluntary Liquidation and returning surplus cash and assets to Shareholders.

 

Pursuant to Rule 41 of the AIM Rules, cancellation of the Admission requires the consent of not less than 75 per cent. of votes cast by Shareholders (in person or by proxy) given in a general meeting. In addition, pursuant to the Act, the Members Voluntary Liquidation and the appointment of the Proposed Liquidator require the consent of in excess of 50 per cent. of the votes cast by Shareholders (in person or by proxy) given in a general meeting.  In addition, pursuant to Rule 41 of the AIM Rules, cancellation of the Admission requires the consent of not less than 75 per cent. of the votes cast by Shareholders (in person or by proxy) given in a general meeting.

 

The Company has notified the London Stock Exchange of the proposed Cancellation.  In the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 16 April 2013 and that the effective date of the Cancellation will be 17 April 2013.

 

Members Voluntary Liquidation

 

Following the passing of the Resolutions, the Company will commence a Members Voluntary Liquidation conditional upon the Cancellation.  The appointment of the Proposed Liquidator is subject to the approval of a majority of the votes cast by Shareholders (in person or by proxy) at the Special General Meeting and to the Cancellation.  Accordingly, the Resolutions set out in the notice of Special General Meeting on page 7 of the Circular seek Shareholder approval for, inter alia, the appointment of the Proposed Liquidator.  Subject to the Resolutions being passed, the Proposed Liquidator will be appointed at the time of the Cancellation.

 

In the course of the Members Voluntary Liquidation, any surplus cash and assets of the Company will be returned to Shareholders (less any costs associated with implementing the Proposals).

 

Process of delisting and its effects

 

In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the intention to delist, subject to Shareholder approval, giving twenty business days notice.  Under the AIM Rules, it is a requirement that the Delisting is approved by not less than 75 per cent. of votes cast by Shareholders (in person or by proxy) at the Special General Meeting.  Accordingly, the Resolutions set out in the notice of Special General Meeting on page 7 of the Circular seek Shareholder approval for the Delisting.  Subject to the Resolution approving the Delisting being passed at the Special General Meeting, it is anticipated that trading in the Ordinary Shares on AIM will cease at the close of business on 16 April 2013 with Delisting taking effect at 7:00 am UK time on 17 April 2013.

 

Following the Cancellation of trading in the Company's shares on AIM, the Ordinary Shares will not be traded on any public market and the CREST facility (through which the Depository Interests representing Ordinary Shares are currently settled) will be cancelled also from the close of business on 16 April 2013.  Following the Cancellation, the Ordinary Shares will, with the prior sanction of the Liquidator, remain capable of being transferred in paper form (and therefore not through CREST) for a limited time until the Members Voluntary Liquidation is completed, although there can be no guarantee that a Shareholder will be able to purchase or sell any Ordinary Shares following Cancellation.  Under the Act, following the appointment of the Liquidator, (which is conditional on the Cancellation), any transfer of Ordinary Shares requires the sanction of the Liquidator or it will be void.

 

Transfers of interests in shares in certificated form should be sent to the Company's UK Transfer Agent, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom.  Existing share certificates remain valid until completion of the Members Voluntary Liquidation.

 

If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so prior to the Cancellation becoming effective.  As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 16 April 2013 and that the effective date of the Cancellation will be 17 April 2013.

 

Upon the Delisting becoming effective, Allenby Capital will cease to be nominated adviser and broker to the Company and the Company will no longer be required to comply with the rules and corporate governance requirements to which companies admitted to trading on AIM are subject, including the AIM Rules.

 

Irrevocable undertaking and total voting rights

 

Jonathan Rowland and Michael Wright have each irrevocably undertaken to exercise (or procure the exercise of) the voting rights in respect of their respective interests in 9,500,000 Ordinary Shares and 5,000,000 Ordinary Shares (comprising in aggregate 14,500,000 Ordinary Shares representing 9.62 per cent. of the voting rights in the Company) in favour of the Resolutions to be proposed at the Special General Meeting.

 

At the date of the Circular, the Company's issued share capital consists of 170,750,000 Ordinary Shares.  The Company holds 19,985,305 Ordinary Shares in treasury and therefore the total number of Ordinary Shares in issue is 150,764,695 (excluding Ordinary Shares held in treasury).  Each ordinary share carries the right to one vote at a general meeting and therefore the total voting rights in the Company as at 6:00 p.m. on the day immediately prior to the date of the Circular is 150,764,695.

 

Special meeting and action to be taken

 

Set out at the end of the Circular is a notice of a Special General Meeting which is to be held at Banque Havilland, 35a avenue J.F. Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg at 4:30 p.m. local time on 8 April 2013 at which the Resolutions will be put to Shareholders.

 

Shareholders will find enclosed with the Circular a Form of Proxy (and Depository Interest holders will find a Form of Direction) for use at the Special General Meeting.  The form of Proxy should be completed and returned in accordance with the instructions printed thereon so as to arrive at the Company's Registrars, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom as soon as possible and not later than 3:30 p.m. UK time on 6 April 2013.  For Depository Interest holders, the Form of Direction should be returned to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU not later than 3.00 p.m. UK time on 5 April 2013.

 

Completion and return of the Form of Proxy will not prevent a Shareholder from attending and voting at the Special General Meeting should they so wish.  DI holders wishing to attend, speak and/or vote at the Meeting should contact the Depository as per the instructions printed on the Form of Direction, in order to request a letter of corporate representation.

 

Recommendation

 

For the reasons set out above, the Directors believe that the Proposals are in the best interests of the Company and of Shareholders as a whole.  Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the Proposals.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 

Publication and despatch of the Circular and the Form of Proxy                                               15 March 2013

to Shareholders

 

Publication and despatch of the Circular and the Form of Direction                                        15 March 2013

to Depository Interest holders

 

Latest time and date for receipt of Forms of Proxy                                                                       3:30 p.m. UK time on 6

                                                                                                                                                              April 2013

 

Latest time and date for receipt of Forms of Direction                                                                3:00 p.m. UK time on 5

                                                                                                                                                              April 2013

 

Special General Meeting                                                                                                                   4:30 p.m. local time on 8 April 2013

 

Last day of dealings in Ordinary Shares on AIM and in CREST                                               16 April 2013

 

Cancellation of admission to trading on AIM of the Ordinary Shares                                     with effect from 7:00 a.m. on 17 April 2013

 

Notes:

 

(1)  If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by an announcement through the regulatory information service of the London Stock Exchange plc.

 

(2)  All references in the Circular are to London, UK times unless otherwise stated.

 

(3)  The proposed appointment of a liquidator requires the approval of more than 50 per cent. of the votes cast by Shareholders at the Special General Meeting and the proposed delisting requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the Special General Meeting.

 

DEFINITIONS

 

The following definitions apply throughout the Circular unless the context otherwise requires:

 

'Admission'                                   the admission of the Ordinary Shares to trading on AIM

 

'AIM'                                             the AIM market operated by the London Stock Exchange

 

'AIM Rules'                                  the AIM Rules for companies admitted to trading on AIM published by the London Stock Exchange, as amended from time to time

 

'Cancellation' or 'Delisting'        the proposed cancellation of the Company's Ordinary Shares from trading on AIM

 

'Capita Registrars'                        a trading name of Capita Registrars Limited

 

'Company' or 'Jellybook'            Jellybook Limited

 

'CREST'                                         the relevant system (as defined on the Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulations)

 

'Depository'                                  Capita IRG Trustees Limited

 

'Depository Interests'                 the dematerialised depository interests in respect of and representing Ordinary Shares on a one-for-one basis

 

'Depository Interest                     the holders of the Depository Interests

holders' or 'DI holders'

 

'Directors' or 'Board'                   the directors of the Company

 

'Form of Proxy'                             the form of proxy accompanying the Circular for use in connection with the Special General Meeting

 

'Form of Direction'                       the form of direction accompanying the Circular for completion by Depository Interest holders in connection with the Special General Meeting

 

'London Stock Exchange'           London Stock Exchange plc

 

'Members Voluntary                    a Members Voluntary Liquidation within the meaning of the Act

Liquidation'

 

'Ordinary Shares'                         ordinary shares of £0.01 each in the capital of the Company

 

'Proposals'                                    the Members Voluntary Liquidation and Cancellation

 

'Proposed Liquidator'                  Andrew Yuill, at The Old Stables, Rue à L'Or, St Peter Port, Guernsey, GY1 1QG

 

'Regulations'                                 the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time

 

'Resolutions'                                 the resolutions set out in the notice of the Special General Meeting at the end of the Circular, and 'Resolution' means either of them, as the context may require

 

'Shareholders'                               the holders of the Ordinary Shares

 

'Special General                            the special general meeting of the Company convened for 4:30 p.m. local time on 8

Meeting'                                         April 2013, notice of which is set out at the end of the Circular

 

'Social Media Sector'                   companies offering web-based and mobile technologies that turn one-way communications into interactive dialogue

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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