お知らせ • Sep 01
Pelatro Plc Announces AIM Cancellation
Further to the announcement of 29 August 2023, Pelatro Plc announced that the Board has concluded that it is in the best interests of the Company and its shareholders to seek shareholder approval to cancel the admission of the Company's Ordinary shares to trading on AIM (the "Cancellation"). In accordance with Rule 41 of the AIM Rules for Companies ("Rule 41"), the Company has notified the London Stock Exchange of the date of the proposed cancellation. The Directors consider that the Cancellation is in the best interests of the Company and its Shareholders as a whole and intend unanimously to recommend that shareholders vote in favour of the resolutions to effect the Cancellation to be proposed at a General Meeting of the Company to be convened for this purpose. Pursuant to Rule 41, the Cancellation requires the approval of not less than 75% of the votes cast by Shareholders (whether present in person or by proxy) at a General Meeting to be convened for the purpose and to be held at the company's office at 49, Queen Victoria Street, London EC4N 4SA at 11.00 am on 21 September 2023. If the relevant resolutions are passed at the General Meeting it is anticipated that the Cancellation will become effective, following the issue of a Dealing Notice, at 7.00am on 29 September 2023. A circular containing further information on the background to, reasons for, and implications of the Cancellation will be posted to shareholders presently, together with a notice convening the General Meeting. The Directors have undertaken a review to evaluate the bene?ts and drawbacks to the Company and its Shareholders of retaining the admission to trading of the Ordinary Shares on AIM. This review has included, amongst other matters, the public market share trading and valuation of the Company, the increasing costs of maintaining a public quotation and especially the inability to raise funds in the London market (including most recently despite the likely working capital shortfall experienced by the Group), which was one of the primary reasons for the Company seeking admission to AIM in the first place. For these reasons, the Directors have concluded that the Cancellation are in the best interests of the Company and its Shareholders as a whole. Further details of the background to and reasons for the Cancellation are set out below. The Directors believe that a number of factors have impaired investor sentiment towards the Company, including, amongst others: (a) the Company's exposure to events outside its control impacting its recent trading performance; (b) current market conditions and the lack of investor appetite for the Company; and (c) lack of UK market liquidity. Further, the Directors believe that growing the Group's business within the parameters of a publicly quoted company will be more challenging due to: (a) continuing adverse sentiment towards the Company as referred to above; and (b) the legal and regulatory burden associated in maintaining the Company's AIM admission. These factors have all led the Directors to consider that the Company's business may no longer be appropriate for that of a publicly quoted company. Due to the setbacks suffered by the Company as a result of recent events, the Directors believe that having access to capital in the near to medium-term may be prudent to ensure that the Company can capitalise successfully on future opportunities and growth and, as a result of the factors set out above, the Directors consider it unlikely that an equity fundraise using the public markets would successfully raise additional capital (or provide the optimal platform to do so), should it be so required. More generally, the UK small and micro-cap public markets have changed significantly since the Company's IPO and the Directors believe that the Company's current public market valuation does not reflect the underlying potential of the business with the result that growth prospects are more readily accessible and managed in a private market environment. There has been limited liquidity in the Ordinary Shares for some time and, as a result, the Directors believe that continued admission to trading on AIM no longer sufficiently provides the Company with the advantage of providing access to capital in the medium to longer-term, nor provides liquidity to investors. As a result, the Directors have concluded that the most likely source of future funds would be through private capital and debt funding. The considerable cost, management time and the legal and regulatory burden associated with maintaining the Company's admission to trading on AIM is, in the Directors' opinion, disproportionate to the benefits of the Company's continued admission to trading on AIM. Given the lower costs associated with private limited company status, it is estimated that the Cancellation will materially reduce the Company's recurring administrative and adviser costs by approximately $400,000 per annum, which the Directors believe can be better spent supporting growth in the Group's business. As a result of the limited liquidity in Ordinary Shares highlighted above, the admission of the Ordinary Shares to trading on AIM does not necessarily offer investors the opportunity to trade in meaningful volumes or with frequency within an active market. With low trading volumes, the Company's share price can move up or down significantly following trades of small volumes of Ordinary Shares. In the opinion of the Directors, the adverse share price performance is detrimental to the perception of the Group amongst customers and other partners, which, in turn, has negatively impacted its staff morale and industry reputation as highlighted above. Following careful consideration, the Directors therefore believe that it is in the best interests of the Company and Shareholders to seek the proposed Cancellation.