22May2012
Ai Claims Solutions PLC ("Ai Claims" or the
"Company")
Cancellation of admission to trading on AIM
The Company today announces that it intends to seek
shareholder approval to cancel the admission of its
ordinary shares of 10 pence each (the "Ordinary
Shares") to trading on AIM (the
"Cancellation") and to re-register the Company as
a private limited company (the
"Re-registration").
Under the AIM Rules, it is a requirement that any
cancellation of admission to trading on AIM must be
approved by not less than 75 per cent. of votes cast by
shareholders voting in a general meeting. Accordingly, the
Company today expects to send to shareholders a circular
and notice of general meeting convening a general meeting
at which special resolutions will be proposed to approve
the Cancellation and Re-registration (the "General
Meeting").
The General Meeting will be held at the registered office
of the Company, being Indemnity House, Sir Frank Whittle
Way, Blackpool FY4 2FB at 11:00 am on 8 June 2012. Should
the Cancellation be approved at the General Meeting, it is
expected that it will take effect at 7:00 am on 22 June
2012.
Delisting from AIM
The offer document sent to shareholders on 24 April 2012
(the "Offer Document") set out details of the
mandatory offer by Quindell to acquire the entire issued
share capital of the Company (other than those shares
already owned by Quindell). Further to this, Quindell and
the Company announced on 15 May 2012 that Quindell had
received valid acceptances in respect of a total of
10,359,922 Ordinary Shares. Prior to the making of the
Offer, which was unconditional in all respects at the time
it was announced, Quindell owned 47,292,558 Ordinary
Shares, representing approximately 77.6 per cent. of the
issued share capital of the Company. Therefore, as at 15
May 2012, Quindell now owns or has received acceptances in
respect of a total of 57,652,480 Ordinary Shares,
representing, in aggregate, approximately 94.6 per cent. of
the issued share capital of the Company.
At the request of Quindell, who as stated above now owns or
has received acceptances in respect of approximately 94.6
per cent. of the issued share capital of the Company, Ai
Claims has notified the London Stock Exchange of its
intention to seek a cancellation of admission to trading on
AIM and, following such Cancellation becoming effective,
the Company will apply to re-register as a private company
under the relevant provisions of the Act. In accordance
with the AIM Rules, the Company is seeking shareholder
approval for the Cancellation. Shareholders should note
that the Offer by Quindell will remain open until 1:00 pm
on 29 May 2012 and shareholders can therefore continue to
accept the Offer until that time.
Quindell has indicated that it will vote in favour of the
Cancellation and, given its shareholding in Ai Claims, it
is expected that the Cancellation will be approved at the
General Meeting. Shareholders who have not yet validly
accepted the Offer are, therefore, urged to do so as soon
as possible; failure to do so may result in them holding
shares in a private company for which there will be no
publicly quoted price and no market dealing facility.
Following the Delisting, there will be no market facility
for dealing in the Ordinary Shares and no price will be
publicly quoted for the Ordinary Shares. As such, holdings
of Ordinary Shares are unlikely to be capable of sale and
will be difficult to value.
However, while there can be no guarantee of any
shareholders being able to purchase or sell any Ordinary
Shares, any shareholder seeking to do so should contact the
Company Secretary in writing at the Registered Office at
Indemnity House, Sir Frank Whittle Way, Blackpool FY4
2FB.
Re-registration as a private limited company
If the Cancellation is approved, the Ordinary Shares will
no longer be admitted to trading on AIM. In this event, the
Board proposes that the Company be re-registered as a
private limited company under the Act as this will reduce
both the costs and complexities of operating the
Company.
Expected timetable of events
Dispatch of the circular and notice of general meeting: 22
May 2012
Latest time and date for receipt of forms of proxy: 11:00
am on 6 June 2012
General Meeting: 11:00 am on 8 June 2012
Expected last date for trading of the Ordinary Shares on
AIM: 21 June 2012*
Expected time and date that admission of the Ordinary
Shares to trading on AIM will be cancelled: 7:00 am on 22
June 2012*
*Assuming that the General Meeting is not adjourned and
that the resolution approving the Cancellation is
approved
Note:
References in this document to time are to London time,
unless specified otherwise.
Shareholders should note the following:
The Cancellation and Re-registration are certain to go
ahead.
Following the Cancellation there will be no publicly
available market for the Ordinary Shares. Accordingly
shareholders will not be able to sell their shares
easily.
Quindell have declared that the Offer will remain open
until 29 May 2012 but will not be further extended.
Any shareholder who does not wish to remain as a minority
shareholder in a private, unquoted company should accept
Quindell's offer before it closes.
Capitalised terms used but not defined in this announcement
have the same meaning as given to them in the Offer
Document.
For further information, please contact:
Ai Claims Solutions PLC
David Sandhu 0844 571 3108
Peter Harrison 0844 571 3200
Shore Capital and Corporate Limited
Stephane Auton
Patrick Castle
020 7408 4090
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