REG - Global Invacom Group - Proposed Cancellation to Trading on AIM

Global InvacomAnnouncement

06/09/2023 07:00

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RNS Number : 4785L  Global Invacom Group Limited  06 September 2023

 

GLOBAL INVACOM GROUP LIMITED

("Global Invacom", the "Company" or the "Group")

 

PROPOSED CANCELLATION OF ADMISSION OF THE COMPANY'S SHARES TO TRADING ON AIM

 

Singapore/London, 6 September 2023 - Global Invacom (SGX: QS9) (AIM: GINV),
the global provider of satellite communications equipment and electronics,
today notifies that it will be posting a circular to shareholders ("Circular")
in connection with a proposal for the cancellation of admission of the Company
ordinary shares ("Shares") to trading on AIM ("AIM Delisting"), pursuant to
Rule 41 of the AIM Rules for Companies ("AIM Rules"). It is expected that the
Circular will be posted during September and that AIM Delisting will occur on
or around 30 October 2023.

 

The Company's Shares will remain listed on the Mainboard of the Singapore
Exchange Securities Trading Limited ("SGX-ST") after AIM Delisting, and all
public trading of securities in the Company will take place on that exchange.

 

The Circular will set out the background to and reasons for the AIM Delisting
and additional information on the implications of the AIM Delisting for the
Company and its shareholders, and include a notice of an extraordinary general
meeting of the Company ("EGM"), for the purposes of considering and, if
thought fit, passing the requisite shareholder resolution to approve the AIM
Delisting.

 

Further information on the proposed AIM Delisting is set out below.

 

Defined terms are set out in further detail at the end of this announcement.

 

For further information, please contact:

 

 Global Invacom Group Limited                              www.globalinvacom.com (http://www.globalinvacom.com/)
 Gordon Blaikie, Interim Chief Executive Officer           via Vigo Consulting

 Strand Hanson Limited (Nominated Adviser and Broker)      www.strandhanson.co.uk (http://www.strandhanson.co.uk/)
 James Harris / Richard Johnson / David Asquith            Tel: +44 20 7409 3494

 Vigo Consulting (UK Media & Investor Relations)           www.vigoconsulting.com (http://www.vigoconsulting.com/)
 Jeremy Garcia / Fiona Hetherington / Kendall Hill         Tel: +44 20 7390 0238
 ginv@vigoconsulting.com (mailto:ginv@vigoconsulting.com)

 

 

 

 

 

 

BACKGROUND TO AND REASONS FOR THE AIM DELISTING

 

The Company was incorporated on 25 March 2002 and has a primary listing of its
Shares on the SGX-ST. It has been admitted to trading on AIM since 2 July
2014.

 

The reasons for originally listing on AIM were to help support and strengthen
the growth opportunities of the Group and enhance the value of the Company and
the Shares.  The Board was of the view that the AIM Admission would:

 

(a)        provide the Company with additional capital for future
expansion and other business plans;

 

(b)        provide the Company with an additional channel to raise
capital and gain access to a wider range of institutional and retail
investors, who will be able to participate and trade in the equity of the
Company in Sterling pounds; and

 

(c)        enhance the Company's profile internationally, therefore
benefitting the Company's long-term visibility, reputation, growth and
development with investors and customers.

 

The Directors have for some time been assessing the advantages and
disadvantages to the Company and its Shareholders in retaining its dual
listing structure and in particular its listing on AIM. The Directors have now
concluded and believe that seeking the AIM Delisting is in the best interests
of the Company and its Shareholders as a whole. In reaching this conclusion,
the Board has considered the following key factors, amongst others:

 

(a)        the considerable cost, management time and the legal and
regulatory burden associated with maintaining the Company's admission to
trading on AIM which, in the Directors' opinion, are disproportionate to the
benefits to the Company;

 

(b)        AIM does not offer investors the opportunity to trade in
meaningful volumes per se 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 numbers of Shares; and

 

(c)        in light of the limited liquidity in the Shares, the
Directors believe that continued admission to trading on AIM no longer
sufficiently provides the Company with the advantages of providing access to
capital.

 

Following the above considerations, the Directors are of the view the AIM
admission has not fulfilled the anticipated outcomes to the extent envisaged;
in particular, there has been no material access to additional capital and the
AIM listing has not markedly benefitted the Group's expansion. The Directors
have considered the pros and cons of maintaining a dual listing structure and
the Board has decided to implement the AIM Delisting for the following
reasons:

 

·              The continued listing on AIM is unlikely to
provide the Company with significantly wider or more cost-effective access to
capital than its listing on the Mainboard of the SGX-ST;

 

·              The AIM listing does not offer investors the
opportunity to trade in meaningful volumes or with frequency within an active
market;

 

·              The AIM Delisting may enhance the liquidity of
trading in the Company's securities by combining on the Mainboard of SGX-ST
the volume of transactions from both SGX-ST and AIM;

 

·              Having securities solely listed on the Mainboard
of SGX-ST, rather than dual-listed on SGX-ST and AIM as is the case at
present, is expected to enhance the profile of the Company with investors
based in Asia;

 

·              A Singapore main market only listing structure
provides for a streamlined operation that places it more clearly within the
ranks of comparable international technology companies in the satellite and
communications sector;

 

·              The cost of complying with the AIM Rules for
Companies is duplicative of that for complying with the market rules in
Singapore and the Company sees advantages in reducing its cost base as it
progresses its development of technology and commercial strategy;

 

·              Internal and external financial, administrative
and legal time spent on compliance with the AIM Rules for Companies is
duplicative of that required for compliance with the Singapore market rules.
The costs are disproportionate to the benefits;

 

·              Shares will still be tradeable on a public
market, through SGX-ST on the Mainboard of SGX-ST; and

 

·              The original reasons for the dual listing on AIM,
to increase liquidity and access to capital, have not materialised.

 

Accordingly, the Directors believe that it is no longer in the best interests
of the Company or its shareholders as a whole for the Company to retain
admission of its Shares to trading on AIM.

 

For the purposes of AIM Delisting, the Company has appointed professional
advisors to monitor and assist in the process of the AIM Delisting and no
discrepancies have been identified between the applicable laws, rules and
regulations in both UK and Singapore.

 

PROCESS OF CANCELLATION

 

Under the AIM Rules for Companies, it is a requirement that, unless LSE
otherwise agrees, the AIM Delisting must be conditional upon the consent of
not less than 75% of votes cast by the Shareholders at a general meeting.
Accordingly, the Company will be proposing the Resolution at the EGM, proposed
to be held on or around 20 October 2023.

 

In addition, the Company is required to give a notice period of not less than
20 business days from the date on which notice of the intended AIM Delisting
is notified via a Regulatory Information Service and is given to LSE.
Accordingly, , the Company (through its nominated adviser, Strand Hanson
Limited) has notified LSE of the Company's intention, subject to the
Resolution being passed at the EGM, to cancel the admission of the Company's
Shares to trading on AIM. Accordingly, if the Resolution is approved, the last
day of dealings in the Shares on AIM is expected to be on or around 27 October
2023, and the AIM Delisting is expected to become effective at 7.00 a.m.  (UK
time) on or around 30 October 2023.

 

Upon the AIM Delisting becoming effective, the Company will no longer be
required to comply with the AIM Rules for Companies.

 

Certain Shareholders may be unable or unwilling to hold Shares if the AIM
Delisting is approved and becomes effective. Such Shareholders should seek tax
advice and consider their options prior to the AIM Delisting.

 

PRINCIPAL EFFECTS OF THE AIM DELISTING

 

If the Resolution is passed at the EGM, following the AIM Delisting
Shareholders will no longer be able to buy and sell Shares on AIM. However,
the Company's Shares will remain listed on the Mainboard of the SGX-ST, which
is a public market. Further details on how to effect transactions on SGX-ST
after the AIM Delisting are set out below.

 

As a company incorporated in Singapore, the Company will continue to be
subject to the requirements of the Companies Act.

 

Following the AIM Delisting taking effect, the Company will no longer be
subject to the AIM Rules for Companies or be required to retain the services
of a nominated adviser as required under the AIM Rules of Companies as the
principal advisor of the Company for the compliance of AIM Rules of Companies.
The Company will no longer be required to comply with the continuing
obligations set out in the DTRs or, provided the Company's securities remain
outside the scope of the regulation, UK MAR. In addition, the Company and its
shareholders will no longer be subject to the provisions of the DTRs relating
to the disclosure of changes in significant shareholdings in the Company. The
Company will, however, continue to comply with all regulatory requirements for
the SGX-ST, including all applicable rules and regulations of SGX-ST and the
Singapore Code, and applicable disclosure obligations.

 

The principal effects of the AIM Delisting will be:

 

(a)        there will no longer be a public market mechanism in the UK
through CREST for Shareholders to settle trades settling in the form of
Depositary Interests and no price will be publicly quoted for the Shares in
the UK;

 

(b)        it is possible that, following announcement of the AIM
Delisting and publication of this Circular, the liquidity and marketability of
the Shares on AIM may be reduced, and the value of such shares may be
consequently adversely affected;

 

(c)        the AIM Rules for Companies will no longer apply to the
Company and, accordingly, Shareholders will no longer be afforded the
protections given by the AIM Rules for Companies. In particular, the Company
will not be bound (unless required by the regulations of SGX-ST, as
applicable) to:

 

·              comply with the corporate governance practices
applicable to AIM companies;

 

·              comply with AIM Rule 26, obliging the Company to
publish prescribed information on its website;

 

(d)        the Company will continue to voluntarily disclose
significant Shareholder interests and to include this information and the
number of securities in issue on its website;

 

(e)        the Company will cease to retain an AIM nominated adviser or
UK broker and its agreements with the same will be terminated;

 

(f)         the cancellation might have personal taxation consequences
for Shareholders. Shareholders who are in any doubt about their tax position
should consult their own professional adviser immediately;

 

(g)        following the AIM Delisting, the Company intends to
terminate the Depositary Interests facility, resulting in securities no longer
being capable of being held or transacted within the CREST system ("DI
Termination");

 

(h)        Holders of Depositary Interests have the option, prior to
the DI Termination, to cancel their Depositary Interests and take receipt of
the underlying securities through their nominated nominee or custodian in
CDP.  For those Holders who have not given instructions to the UK Depositary
Interests Registrar prior to the DI Termination, any remaining Depositary
Interests shall be withdrawn and the Holder shall be entered onto the
Singapore register as a Shareholder and issued a Share Certificate by the
Registrars. Further details will be set out in the Circular.

 

After the AIM Delisting, the Company's Shares shall remain listed on the
SGX-ST and the Company shall be obliged to comply with the Singapore Code and
the Listing Manual, including making disclosures as required by the SGX-ST
rules. To avoid doubt, there is no change in the number of shares in the share
capital of the Company.

 

These considerations are not exhaustive, and Shareholders should seek their
own independent advice when assessing the likely impact of the AIM Delisting
on them.

 

Shareholders should be aware that if the AIM Delisting takes effect, they will
at that time cease to hold Shares in a company whose shares are admitted to
trading on AIM and the matters set out above, including the DI Termination,
will automatically apply to the Company from the date of the AIM Delisting.

 

Shareholders who continue to hold Shares through their nominated nominee or
custodian, as a participant within CDP, following the AIM Delisting will
continue to be notified in writing of the availability of key documents on the
SGXNet at http://www2.sgx.com/securities/company-announcements
(http://www2.sgx.com/securities/company-announcements) .

 

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Notice given of the proposed AIM Delisting                                      6 September 2023

 Publication of the Circular and Notice of EGM                                   on or around 18 September 2023

 Extraordinary General Meeting                                                   on or around 20 October 2023

 Expected last day of dealings on AIM                                            on or around 27 October 2023

 Expected cancellation of admission of the Company's Shares to trading on AIM    7.00 a.m. (UK time) on or around 30 October 2023

 

Notes:

 

(1)           Each of the times and dates in the above timetable are
subject to change. The Circular will contain the final expected timetable of
events.

(2)           The Company will notify the market and Shareholders by
announcement to the SGX and the AIM if there are any changes to this
timetable.

 

DEFINITIONS

The following definitions apply throughout this Announcement, except where the
context otherwise requires:

 

 "AIM"                                         :  AIM, a market operated by LSE

 "AIM Delisting"                               :  The proposed cancellation of admission of the Company's Shares to trading on
                                                  AIM

 "AIM Rules for Companies"                     :  The rules and guidance for companies whose shares are admitted to trading on
                                                  AIM entitled "AIM Rules for Companies" published by LSE as amended from time
                                                  to time

 "Announcement"                                :  This announcement, dated 6 September 2023

 "Board"                                       :  The board of Directors of the Company for the time being

 "CDP"                                         :  The Central Depository (Pte) Limited, the authorised operator of the Singapore
                                                  Clearing and Settlement System

 "certificated" or "in certificated form"      :  In relation to a Share, recorded on the Company's register as being held in
                                                  certificated form by way of a physical share certificate

 "Circular"                                    :  The circular to be despatched to Shareholders

 "Companies Act"                               :  The Companies Act 1967 of Singapore, as amended, modified or supplemented from
                                                  time to time

 "Company"                                     :  Global Invacom Group Limited

 "CREST"                                       :  The computerised settlement system to facilitate transfer of title to or
                                                  interest in securities in uncertificated form operated by Euroclear UK &
                                                  International Limited

 "Depositary Interests"                        :  Dematerialised depositary interests representing Shares as issued and held
                                                  through CREST

 "Director(s)"                                 :  The director(s) of the Company for the time being

 "DI Termination"                              :  The date on which, following the AIM Delisting, the Depositary Interest
                                                  services and the ability to hold or transact in the relevant securities in
                                                  CREST cease

 "DTRs"                                        :  The Disclosure Guidance and Transparency Rules of the FCA

 "EGM"                                         :  The extraordinary general meeting of the Company, notice of which shall be set

                                                out in the Circular

 "FCA"                                         :  The UK Financial Conduct Authority

 "Group"                                       :  The Company and its subsidiaries

 "Holders"                                     :  Holders of Depository Interests

 "Listing Manual"                              :  The listing manual of the SGX-ST, as may be amended, modified or supplemented
                                                  from time to time

 "LSE"                                         :  London Stock Exchange plc

 "Notice of EGM"                               :  The notice of the EGM to be set out in the Circular

 "Registrars"                                  :  B.A.C.S. Private Limited

 "Regulatory Information Service"              :  A service approved by the London Stock Exchange for the distribution of
                                                  announcements to the public

 "Resolution"                                  :  The proposed special resolution in relation to the AIM Delisting to be passed

                                                at the EGM as set out in the Notice of EGM

 "SFA"                                         :  Securities and Futures Act 2001 of Singapore, as amended, modified or
                                                  supplemented from time to time

 "SGXNet"                                      :  The online announcement platform hosted by SGX-ST

 "SGX-ST"                                      :  Singapore Exchange Securities Trading Limited

 "Share(s)"                                    :  Ordinary share(s) in the capital of the Company, or electronic interests in
                                                  respect of such ordinary shares held through CDP. To avoid doubt, there is
                                                  only one class of shares issued by the Company

 "Shareholders"                                :  Registered holders of Shares in the register of members of the Company, except
                                                  that where the registered holder is CDP or its nominees, the term
                                                  "Shareholders" shall, in relation to such Shares, mean the Depositors whose
                                                  securities accounts maintained with CDP are credited with Shares

 "Singapore Code"                              :  The Singapore Code on Take-over and Mergers, as modified and amended from time
                                                  to time, and all practice notes, rules and guidelines thereafter, as may be
                                                  issued or amended from time to time

 "Sterling" or "£"                             :  UK pounds sterling, being the lawful currency of United Kingdom

 "Strand Hanson Limited"                       :  Strand Hanson Limited, the Company's nominated advisor

 "UK Depositary Interests Registrar"           :  Computershare Investor Services PLC

 "UK MAR"                                      :  Regulation (EU) No.596/2014 which forms part of domestic law in the United
                                                  Kingdom pursuant to the European Union (Withdrawal) Act 2018

 "UK" or "United Kingdom"                      :  The United Kingdom of Great Britain and Northern Ireland

 "uncertificated" or "in uncertificated form"  :  In relation to a Share, recorded under CDP's name on the Company's share
                                                  register

 "%"                                           :  Per centum or percentage

 

Depositor, Depository Agent and Depository Register. The terms "Depositor",
"Depository Agent" and "Depository Register" shall have the same meanings
ascribed to them respectively in Section 81SF of SFA

 

Gender. Words importing the singular shall, where applicable, include the
plural and vice versa and words importing the masculine gender shall, where
applicable, include the feminine and vice versa. References to persons shall,
where applicable, include corporations.

 

Statutes. Any reference in this Announcement to any enactment is a reference
to that enactment as for the time being amended or re-enacted. Any word
defined under the Companies Act, SFA, the Listing Manual, Singapore Code or
any statutory modification thereof and used in this Announcement shall, where
applicable, have the meaning ascribed to it under the Companies Act, SFA, the
Listing Manual, Singapore Code or any modification thereof, as the case may
be, unless the context requires otherwise.

 

Time. Any reference to a time of day in this Announcement shall be a reference
to Singapore time unless otherwise stated.

 

Rounding. Any discrepancies in the tables included herein between the listed
amounts and totals thereof are due to rounding. Accordingly, figures shown as
totals in this Announcement may not be an arithmetic aggregation of the
figures that precede them.

 

Cautionary note regarding forward-looking statements

 

This Announcement contains statements about the Company that are or may be
"forward-looking statements". All statements, other than statements of
historical facts, included in this Announcement may be forward-looking
statements. Without limitation, any statements preceded or followed by, or
that include, the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "should", "anticipates", "estimates", "projects" or
words or terms of similar substance, or the negative thereof, are
forward-looking statements. These forward-looking statements are not
guarantees of future performance and have not been reviewed by the auditors of
the Company. They appear in a number of places throughout this Announcement
and include statements regarding the intentions, beliefs and current
expectations of the Company or the Directors concerning, amongst other things,
the results of operations, financial condition, liquidity, prospects, growth
and strategies of the Company and the industry in which the Group operates.

 

These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different from any
results, performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding the present and future business strategies of
the Company and the environment in which it will operate in the future.

 

Past performance is not a guarantee of future performance. Investors should
not place undue reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements of the AIM
Rules for Companies), the Company does not undertake any obligation to update
publicly or revise any forward-looking statements (including to reflect any
change in expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement is based). All subsequent
forward-looking statements attributed to the Company or any persons acting on
its behalf are expressly qualified in their entirety by the cautionary
statement above. All forward-looking statements contained in this Announcement
are based on information available to the Directors of the Company at the date
of this Announcement, unless some other time is specified in relation to them,
and the posting or receipt of this Announcement shall not give rise to any
implication that there has been no change in the facts set forth herein since
such date.

 

Notice to overseas persons

 

The distribution of this Announcement in certain jurisdictions may be
restricted by law and therefore persons into whose possession this
Announcement comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.

 

About Global Invacom Group Limited

 

Global Invacom Group comprises a number of companies specialising in
innovative technology, products and solutions for the satellite ground
equipment sector. Uniquely, the Group provides fully integrated manufacturing
for most of its product lines providing additional quality and supply chain
assurance to a global blue-chip customer base in the satellite communications,
satellite TV and satellite navigation markets.

 

The Group has an established global presence with sales offices, research and
development centres and manufacturing facilities across the world, including
Singapore, China, Indonesia, the Philippines, Malaysia, Israel, the UK, and
the USA.

 

Global Invacom is listed on the Mainboard of the Singapore Exchange Securities
Trading Limited and its shares are admitted to trading on the AIM Market of
the London Stock Exchange.

 

For more information, please refer to www.globalinvacom.com
(http://www.globalinvacom.com/)

 

This announcement contains inside information as
defined in Regulation (EU) No. 596/2014 on
market abuse which is part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("MAR") and is made in
accordance with the Company's obligations under article 17 of MAR. Upon
publication of this announcement, this inside information is now
considered to be in the public domain.

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