THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about the contents of this Circular or as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately who specialises in advising on the acquisition of shares and other securities. If you have sold or transferred all of your shares, please send this document and the
accompanying Form of Proxy to the purchaser or transferee or to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
The Company and the Directors, whose name appear on page 1 of this Circular, accept responsibility, individually and collectively, for the information contained in this Circular and compliance with the AIM rules. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Circular is in accordance with the facts and does not omit anything likely to affect the import of such information.
ICB FINANCIAL GROUP HOLDINGS AG
(Incorporated in Switzerland)
PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM
and
NOTICE OF EXTRAORDINARY GENERAL MEETING
A letter from the Chairman of ICB is set out on page 1 of this Circular.
The Extraordinary General Meeting ("EGM") of the Company will be held at the offices of ICB at Schulhausstrasse 1, CH-8834 Schindellegi, Switzerland on Monday, 29 October 2012 at 2.00 p.m. The Notice of EGM of ICB together with the Form of Proxy are enclosed in this Circular.
The Form of Proxy for use at the EGM accompanies this Circular and, to be valid, must be completed and deposited to the share register of ICB Financial Group Holdings AG, c/o ShareCommService AG at Europastrasse 29, CH-8152 Glattbrugg, fax: +41-44-809 58 59 as soon as possible but in any event to be received not later than 29 October 2012 at 1.45 p.m. before the time set for the EGM. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so.
This Circular is dated 5 October 2012
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Date of Circular : 5 October 2012Latest time and date for receipt of : No later than 29 October 2012 at 1.45 completed Forms of Proxy for the p.m.
Extraordinary General Meeting
EGM : 2.00 p.m. on 29 October 2012
Last day of dealings in shares on AIM : 5 November 2012
Delisting takes effect : 7.00 a.m. on 6 November 2012
Notes:
(i) 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 a regulatory information service provider recognised by the London Stock Exchange.
(ii) The Delisting require the approval by not less than 75% of votes cast by Shareholders at the EGM. CONTENTS
In this Circular, unless otherwise indicated, the following words and abbreviations shall have the following meanings:-
"Admission" : the admission of the Shares to trading on AIM
"AIM" : the AIM market operated by the London Stock
Exchange
"AIM Rules" : the rules published by the London Stock
Exchange relating to AIM, as amended from time
to time
"Articles of Association" : the articles of association of the Company
"Company" or "ICB" : ICB Financial Group Holdings AG, a company
listed on AIM
"CREST" : a relevant system (as defined in the
Regulations) in respect of which Euroclear UK
and Ireland Limited is the Operator (as defined
in the Regulations)
"Delisting" : the proposed cancellation of admission of the
Shares to trading on AIM
"Directors" or "Board" : the directors of the Company
"Form of Proxy" : the form of proxy for use by Shareholders
enclosed with this document
"EGM" : the Extraordinary General Meeting of the
Company convened for 29 October 2012 at 2.00
p.m. notice of which is set at the end of this
document
"London Stock Exchange" : London Stock Exchange Plc
"Shares" : the existing shares in the capital of the
Company
"Proposal" : the Delisting
"Resolutions" : the resolutions contained in the notice of
Extraordinary General Meeting enclosed with
this document
"Shareholders" : the persons who are registered as holders of
Shares prior to the Extraordinary General
Meeting
CONTENTS
PAGE
LETTER TO SHAREHOLDERS OF ICB 1
1. INTRODUCTION 1
2. RATIONALE FOR THE DELISTING 2
3. CURRENT TRADING 2
4. PROCESS FOR DELISTING 2
5. TRANSACTION IN THE SHARES FOLLOWING DELISTING 3
6. IRREVOCABLE UNDERTAKINGS 3
7. EGM 3
8. ACTION TO BE TAKEN 3
9. RECOMMENDATION 3
NOTICE OF EGM ENCLOSED
FORM OF PROXY ENCLOSED
LETTER FROM THE INDEPENDENT NON-EXECUTIVE CHAIRMAN
ICB FINANCIAL GROUP HOLDINGS AG
(Incorporated in Switzerland)
Registered Office:
Schulhausstrasse 1
CH-8834 Schindellegi
Switzerland
5 October 2012
Board of Directors:
Michael R. Hanlon (Independent and Non-Executive Chairman) Josephine P. Sivaretnam (Non Independent Non Executive Director) Rene Fritschi (Independent Non-Executive Director) Lim Teong Liat (Independent Non-Executive Director)
To: The Shareholders of ICB Dear Shareholder PROPOSED DELISTING 1. INTRODUCTION
On 28 September 2012, the Company announced its intention to seek Shareholder approval to cancel the Admission.
The purpose of this Circular is to explain the background to the proposed Delisting and the reasons why the Board consider the Proposal to be in the best interests of the Company and its Shareholders as a whole and to seek your approval to the Proposal at the EGM convened for this purpose. The Notice of EGM together with the Form of Proxy are enclosed in this Circular.
YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR BEFORE VOTING ON THE RESOLUTIONS PERTAINING TO THE PROPOSAL TO BE TABLED AT THE FORTHCOMING EGM.
2. RATIONALE FOR THE DELISTING
Following careful consideration, the Directors have concluded that it is no longer in the best interests of the Company or its Shareholders for ICB to maintain the Admission. In reaching this conclusion, the Directors considered the following factors:
* that the AIM listing no longer serves a useful function for the Company in
terms of providing access to capital or enabling the shares to be used to
effect acquisitions, although the Directors acknowledge the benefit to
shareholders of having a public market in the shares;
* the lack of liquidity in trading of the shares (there have been no trades
in the Company during the current calendar year);
* small free float;
* market capitalisation of the Company is lower than when introduced to the
market;
* limited market appreciation of the Company's broad geographical presence;
* the significant professional fees associated with the AIM listing (such as
legal, accounting, London Stock Exchange and nominated adviser costs); and
* the amount of senior management time spent in ensuring compliance with the
AIM Rules and related regulatory requirements, including reporting,
disclosure and corporate governance requirements.As a result of the Delisting, the Company would benefit from substantial cost savings, which the Directors estimate would total approximately £180,000 - 200,000 per annum.
The Directors have concluded that it is no longer in the best interests of the Company or its Shareholders to maintain admission to AIM of the Shares. The Directors believe that greater shareholder value will ultimately be derived by operating the Company's business off-market.
3. CURRENT TRADING
There have been no changes in the portfolio since the year ending 31 December 2011 in terms of acquisitions or disposals.
The Directors will send out annual financial statements to Shareholders.
4. PROCESS FOR DELISTING
In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the Delisting. Under the AIM Rules, it is a requirement that the Delisting is approved by not less than 75% of the votes cast by Shareholders at a general meeting. Accordingly, the Resolution numbered 1 set out in the Notice of EGM seeks Shareholders' approval for the Delisting. The Resolution approving the Delisting is not conditional on the passing of any of the other Resolution. Subject to the Resolution approving the Delisting being passed at the EGM, it is anticipated that trading in the Ordinary Shares on AIM will cease at close of business on 5 November 2012 with the Delisting taking effect at 7.00 a.m. on 6 November 2012.
Upon the Delisting becoming effective, RFC Ambrian Limited will cease to be nominated adviser to the Company. The Company will no longer be required to comply with the AIM Rules. The Company will no longer be bound (nor able) to announce via a regulatory information service provider material events, administrative changes or material transactions nor to announce interim or final results. The Company will no longer be required to comply with any of the additional specific corporate governance requirements for companies admitted to trading on AIM.
Upon the Delisting becoming effective, the Company's CREST facility will be cancelled and Shareholders who hold Shares in uncertificated form prior to Delisting will receive share certificates.
5. TRANSACTION IN THE SHARES FOLLOWING DELISTING
Immediately following the Delisting, there will be no market facility for dealing in the Shares and no price will be publicly quoted. As a result the Board recognises that the Delisting will make it more difficult for the Shareholders to buy and sell Shares should they want to do so. In view of this and in order to assist Shareholders, the Board intends to facilitate a dealing arrangement for six months following Delisting to enable Shareholder to trade in the Shares. Once the facility has been arranged, details will be sent to all Shareholders and will also be made available to Shareholders via the Company's website: www.icbankingroup.com
6. IRREVOCABLE UNDERTAKINGS
The Company has received irrevocable undertakings from the Director and other major shareholders who together hold 133,810,000 Shares representing approximately 74.4 per cent of the current issued share capital, that they will vote in favour of the Resolutions.
7. EGM
Set out at the end of this Circular is a notice convening the EGM to be held at the office of ICB at Schulhausstrasse 1, CH-8834 Schindellegi, Switzerland at 2.00 p.m. on 29 October 2012 at which the Resolutions will be put to Shareholders.
8. ACTION TO BE TAKEN
Shareholders will find enclosed with this document a Form of Proxy for use at the EGM.
Whether or not you intend to attend the EGM, you are requested to complete the Form of Proxy in accordance with the instructions printed and return it to the Company's share register, ShareCommService AG at Europastrasse 29, CH-8152 Glattbrugg as soon as possible and, in any event, so that it is received no later than 23 October 2012. Completion and return of a Form of Proxy will not preclude you from attending and voting in person at the EGM, should you wish to do so.
9. RECOMMENDATION
For the reasons set out on page 2, the Directors believe that the Proposal is fair and reasonable and are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions to be proposed as they intend to do in respect of their own beneficial holdings representing, in aggregate 13.1 per cent of the Shares in issue.
Yours faithfully
Michael R. Hanlon
Independent Non Executive Chairman
ICB FINANCIAL GROUP HOLDINGS AG
(Incorporated in Switzerland)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting ("EGM") of ICB Financial Group Holdings AG ("ICB" or "the Company") will be held at the Offices of ICB at Schulhausstrasse 1, CH-8834 Schindellegi, Switzerland on Monday, 29 October 2012 at 2.00 p.m. for the purpose of considering and if thought fit, approving the following resolutions:
SPECIAL RESOLUTIONS
1. THAT the admission of the Company's Shares of CHF1 each to trading on AIM be cancelled ("the Delisting") AND THAT the Directors of the Company be and are hereby authorised to do all acts, deeds and things necessary and to execute, sign and deliver for and on behalf of the Company all such documents as may be necessary to give full effect to the Delisting.
2. THAT conditional upon the Resolution numbered 1 above being passed and on the Delisting taking effect:
2.1 THAT the amendments to the Articles of Association (if required) be approved.
By Order of the Board MICHAEL R. HANLON Independent Non-Executive Chairman
Date: 5 October 2012
How Shareholders can exercise their voting rights
Admission and Voting Rights, Admission Cards
a) Shareholders registered in the Company's Shareholders' Register
Registered Shareholders entered in the share register up to and including 22 October 2012 as shareholders with voting rights will receive, together with the invitation to the EGM of Shareholders, a registration and power of attorney form that they may use to order the admission card and voting card or to appoint a proxy. No entries conferring voting rights will be made in the share register in the period from 23 October 2012 to the end of the EGM of Shareholders.
b) Attendants holding CREST Depository Interests
In the course of the listing of the shares of ICB Financial Group Holdings AG on AIM, shares of the Company were issued to CREST International Nominees Limited for the account of shareholders trading on AIM. These shares were represented by CREST Depository Interests (CDIs). CDIs are uncertificated securities constituted under English law, allowing for the electronic settlement of trades in the Company's shares via the CREST system operated by Euroclear UK & Ireland Limited, London.
CREST members holding CDIs as legal owners on their own account and CREST members holding CDIs as legal owners (nominees) and acting upon instructions from the beneficial owners of such CDIs who can establish through which nominee that they hold the CDIs are entitled to attend the EGM of Shareholders (or to be represented by proxy) and to cast their votes as proxies of CREST International Nominees Limited.
CREST members whose names appear on the CREST register up to and including 22 October 2012 will receive, together with the invitation to the EGM of Shareholders a registration and power of attorney form that they or the beneficial owners of the CDIs may use to order the admission card and voting card or to appoint a proxy. All nominees are requested to forward the invitation to the EGM of Shareholders and the registration and power of attorney form, as well as the requested admission card and voting card to the beneficial owners of CDIs.
General Remarks
Preparation for the EGM of Shareholders will be facilitated by the prompt return of your registration and power of attorney form. Please return it by 23 October 2012 at the latest to the share register of ICB Financial Group Holdings AG, c/o ShareCommService AG, Europastrasse 29, CH-8152 Glattbrugg, fax: +41-44-809 58 59.
There is no guarantee to handle registration and power of attorney forms which arrive after this date. The admission cards will be sent out from 24 October 2012.
If any of the shares or CDIs recorded as votes on an admission card are sold, the registered shareholder or CDIs attendant should present the relevant admission card upon admission to the EGM of Shareholders as the associated voting rights will have lapsed.
Proxies
Shareholders with voting rights as well as CDIs attendants may arrange to be represented by a third party by granting authority to this person in writing. In order to grant authority the shareholder or CDI attendant must specify the relevant person in the registration and power of attorney form. The admission card and voting card will be sent to the shareholder. Please sign the power of attorney on the admission card, and deliver it together with the voting card to the authorized representative.
Alternatively, Shareholders may appoint one of the following as their proxy:
- ICB Financial Group Holdings AG; or
- a bank or other professional asset manager acting as proxy for deposited
shares as specified in article 689d of the Swiss Code of Obligations; or
- Andreas G. Keller, attorney-at-law, P.O. Box 2924, CH-8021 Zurich,
Switzerland, acting as the independent proxy, with the right for substitution
(phone:+41-44-4631003;fax:+41-44-46310 04).
To provide voting instructions please use the instruction form on the registration and power of attorney form.
Proxy holders of deposited shares are requested to notify the share register of ICB Financial Group Holdings AG, c/o ShareCommService AG, Europastrasse 29, CH-8152 Glattbrugg, fax: +41-44-809 58 59, regarding the number of shares they represent as soon as possible, but no later than 29 October 2012, 1.45 p.m.
Unless expressly instructed otherwise, the proxies of shareholders or CDIs attendants will exercise their votes in favour of the proposal made by the Board of Directors. Any signed authorization forms sent in blank will be treated as an authorization in favour of ICB Financial Group Holdings AG.
The Company's AIM nominated adviser is RFC Ambrian Limited. Contact Stephen Allen or Trinity McIntyre on +61894802500