Milamber Ventures Plc - Proposed WIthdrawal from NEX
PR Newswire
London, April 5
5 April 2019
Milamber Ventures plc
("Milamber" or the "Company")
Proposed Withdrawal from NEX Exchange Growth Market
The Board of Milamber announces that the Company is today giving notice of its intention to withdraw its ordinary shares in the Company ("Ordinary Shares") from trading on the NEX Exchange Growth Market ("NEX") (the "Withdrawal") and subject to going through the transfer process to move to a more cost effective trading platform called JP Jenkins https://www.jpjenkins.com/ ("JPJ").
The Company will, while the Withdrawal process for NEX is underway, be going through the set up and transfer processes in order for Milamber shares to be traded on JPJ in an orderly fashion.
JPJ provide a solution that enables companies to allow their existing shareholders and prospective investors to trade in their shares via the CREST electronic settlement system. The trading facility has been used by some well-known companies, such as: Weetabix, NCP, Arsenal, West Ham, Adnams, Manchester City FC, Liverpool FC and numerous others.
The primary differences between NEX and JPJ are the annual cost savings by being on JPJ, the reduction in compliance and regulatory obligations which use up a significant amount of management time and which can now be used to focus on growing the business instead.
Furthermore, the JPJ trading platform offers a matched bargain facility for trading shares i.e. JPJ matches a willing buyer with a willing seller. The advantages of a matched trade versus auction are the following:
Shares can be traded through a wide range of stockbrokers and banks, using shareholder's existing stockbroker
No cost for stockbrokers to trade via JPJ, so therefore no added cost to the company or the investor or shareholder
Indicative price shown on the JPJ website
Trades can be effected immediately if buy and sell order limits match compared to waiting for an auction.
The Board will be calling a general meeting to be held for shareholders to vote on this matter.
This announcement sets out the reasons for the Withdrawal and explains why the Directors believe that it is in the best interests of the Company and its shareholders to move the shares on to the JPJ trading platform.
Background and reasons for proposed withdrawal from NEX
The original company Smart Identity plc joined NEX (then known as PLUS Markets) on 20 Sept 2007 to, inter alia, raise capital for the future development of the business and provide access to new investors and future capital. From 2007 to 2012 the company went through various name changes, management changes, and was called Ronaldsway Private Equity Plc when, on 10 December 2012, Andy Hasoon joined the Board as a Director. On 6 December 2013 shareholders voted in favour of changing the Company name to Milamber Ventures plc.
However, since the Company has been on NEX, there has been limited trading in the Company's shares and Milamber has been unable to raise any meaningful growth capital. This has impacted on the Company's ability to realise the full potential of Milamber's strategy and its Portfolio Companies in order to capitalise on the various opportunities the Company is pursuing.
The Directors have reviewed all equity and debt funding options for the Company to enable it to maximise shareholder value and they have now concluded that the pursuit of additional funds would benefit from seeking the withdrawal of the Company's ordinary shares from NEX and joining the more cost-effective trading platform of JPJ.
Effect of withdrawal from NEX
By moving to JPJ there would still be a formal mechanism enabling shareholders to trade their shares but on a matched trading basis.
However, following the Withdrawal, the NEX Exchange Growth Market - Rules for Issuers ("NEX Rules") will no longer apply to the Company and it will no longer be required to comply with any of the specific corporate governance requirements for companies admitted to trading on NEX. The Company will, however, remain subject to the City Code on Takeovers and Mergers.
Procedure for withdrawal from NEX
Under the Rule 81 of NEX Rules, the Company must announce an intention to withdraw its securities from NEX, with any withdrawal of shares ordinarily being conditional on approval at a general meeting by shareholders representing 75 per cent of the votes cast in respect of each class of securities.
Milamber was in the process of securing a new Advisor but due to the Board's decision yesterday to withdraw its ordinary shares from the NEX Exchange Growth Market that process has been stopped by the Company today, which triggers suspension of the shares under Rule 27 of the NEX Rules. As a result, of this issue and other factors the Company has asked NEX to suspend the shares from trading with immediate effect. Shareholders will be sent communications shortly about the process and the implications and asked to vote at the general meeting whose date will be announced shortly.
The directors of the Company accept responsibility for the contents of this announcement.
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ENQUIRIES:
Milamber Ventures Plc
Andy Hasoon
T: 07768 875 681
E: andy.hasoon@milamber.co.uk
www.milamber.co.uk
Leander (Financial PR)
Christian Taylor-Wilkinson
T: 07795 168 157
E: ctw@leanderPR.com
