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Press Release

DHAIS plc : Statement re Withdrawal from NEX Exchange


Posted on: 16 Mar 18

16 March 2018

DHAIS PLC
("DHAIS" or "the Company")

PROPOSED WITHDRAWAL FROM NEX EXCHANGE GROWTH MARKET                                  

DHAIS 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") with effect from the close of business on 18 April 2018 (the "Withdrawal").

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.

Background to and the reasons for the Withdrawal

DHAIS floated on the junior market of the Stock Exchange (then known as Plus Markets) in June 2008 with the initial objective of raising funds on the market for the Company's expansion into retail. Prior to the flotation the Company was a marketing lead generator. The Company also intended to use its publicly traded shares to acquire businesses which it did in the first few years following flotation. However, in recent years the Company has been realigning its business activities by reducing its mobility operations and expanding its hearing aid division. The principal funding of the group's activities is by way of an interest free loan from a hearing aid manufacturer. The future strategy of the Company entails organic growth of its hearing aid business and no further acquisitions are planned. It is in this context of streamlining that the Directors of the Company have decided to de-list, which will also have an added benefit of a saving in costs. There are to be no other changes in Group structure, organisation, strategy, business model or Directorships.  

Accordingly, the Company is today notifying NEX of its intention to withdraw from the market and it is anticipated that trading in the Ordinary Shares on NEX will cease at the close of business on 18 April 2018.

Effect of the Withdrawal on Shareholders

The principal effect of the Withdrawal is anticipated to be a reduction in the liquidity and marketability of the Ordinary Shares. There would no longer be a formal market mechanism enabling shareholders to trade their Ordinary Shares on NEX or any other recognised market or trading exchange. No dealing and settlement arrangements will be in place following the withdrawal from NEX.

Following the Withdrawal, the Company will no longer be required to comply with any of the specific corporate governance requirements for companies admitted to trading on NEX. In addition, Alfred Henry Corporate Finance Limited will cease to be the Company's NEX Corporate Adviser and the NEX Exchange Growth Market - Rules for Issuers will no longer apply to the Company. The Company will, however, remain subject to the City Code on Takeovers and Mergers.

Withdrawal process and Shareholder Undertakings

Under the NEX Exchange Growth Market - Rules for Issuers, 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.

However, NEX has granted the Company a derogation from the requirement to convene a General Meeting and obtain shareholder approval for the Withdrawal on the grounds that shareholders who have been approached and who in aggregate hold approximately 78.91% of the shares eligible to vote at a General Meeting of the Company, have undertaken that they would vote in favour of any resolution to approve the Withdrawal.  The shareholders who have given these undertakings are as follows:

Shareholder Number of ordinary shares % of Issued Share Capital
     
Amin Kiddy 11,115,851 17.82%
Mark Moss 16,617,058 26.63%
Neil Copeland 10,752,214 17.23%
Paul Clover 10,752,214 17.23%
     
Total 49,237,337 78.91%

Accordingly, the Company is simply required to give 20 business days' notice of the intended Withdrawal, which will take effect from the close of business on 18 April 2018.

The Company accepts responsibility for the contents of this announcement.

For further information please contact:

Amin Kiddy
Director, DHAIS Plc
Tel:  +44 (0) 2920 666888

Jon Isaacs
NEX Exchange Corporate Advisor
Alfred Henry Corporate Finance Limited
www.alfredhenry.com
Tel: +44 (0) 20 3772 0021

GlobeNewswire
globenewswire.com

Last updated on: 19/03/2018

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