Yujin International - Proposed AIM Cancellation and ISDX Admission
PROPOSED ACQUISITION, AIM CANCELLATION AND ADMISSION TO ISDX GROWTH MARKET
SUSPENSION OF TRADING
The Directors of
The Company is also proposing, inter alia, to (i) undertake a consolidation of the Ordinary Shares; (ii) raise approximately
The Company will today post to Shareholders:
· the ISDX Admission Document which incorporates notice of an extraordinary general meeting to be held at
· the Cancellation Circular which incorporates notice of a separate extraordinary general meeting to be held at
Assuming the Resolutions are passed, the Directors anticipate that completion of the Proposals, including Cancellation, will occur on
The ISDX Admission Document and the Cancellation Circular will be available on the Company's website, www.yujininternational.com, later today.
Defined terms used in this announcement have the same meaning as set out in the Cancellation Circular.
The Company has today signed the Acquisition Agreements pursuant to which it has conditionally agreed to acquire the entire issued share capital of Healthperm.
The initial consideration for the Acquisition is approximately
Healthperm was founded with the objective of addressing the acknowledged shortage of permanent nurses in the healthcare systems in the
Proposed AIM Cancellation and Admission to ISDX Growth Market
In order to facilitate the Acquisition, the Directors have concluded that a resolution should be put to Shareholders to approve the Cancellation and to seek ISDX Admission on the basis that the ISDX Growth Market is a more appropriate market given the relatively early stage of development of the Healthperm business.
In view of the irrevocable undertakings provided in support of the Cancellation, which total approximately 90.0% of the Company's issued share capital, the Directors expect that the resolution to approve the Cancellation will be approved and in accordance with AIM Rule 41, the Directors intend to effect the Cancellation.
The Directors anticipate that the Company will be admitted to ISDX on the same day that Cancellation takes effect and therefore they expect that the Cancellation will have limited impact on the ability of Shareholders to trade their Ordinary Shares. The Directors consider that the effects of the Cancellation will be as follows:
· Shareholders will have the ability to trade their Ordinary Shares on ISDX, rather than AIM;
· the Company will remain subject to the Disclosure and Transparency Rules and, among other things, will continue to be required to disclose major shareholdings in the Company;
· the Company will no longer be subject to the AIM Rules for Companies, but will become subject to the ISDX Rules which, the Directors consider, require similar levels of compliance and disclosure; and
· the Cancellation may have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately.
In the event that the Resolutions are not passed and Cancellation does not occur as expected, the Company will remain an AIM Rule 15 cash shell, pursuant to which it is required to make an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 within six months of becoming an AIM Rule 15 cash shell, which occurred on
Suspension of Trading
The Acquisition is deemed to be a reverse takeover in terms of AIM Rule 14. The Company has not prepared an AIM Admission Document because the Company is seeking to cancel the admission of its shares to trading on AIM and to admit its shares to trading on ISDX. The Company has therefore prepared the ISDX Admission Document, which will be sent to Shareholders today. Accordingly and pursuant to Rule 12 of the AIM Rules for Companies, the Ordinary Shares will be suspended from trading on AIM with effect from
Under the Share Consolidation, it is proposed that every ninety-one existing Ordinary Shares be consolidated into two new Ordinary Shares. Accordingly, the proportion of new Ordinary Shares held by each existing Shareholder immediately before the Share Consolidation will, save for fractional entitlements, be the same as the proportion of new Ordinary Shares held by each existing Shareholder immediately after the Share Consolidation. The new Ordinary Shares will carry the same rights as those attaching to the existing Ordinary Shares.
The Existing Board believes that the Share Consolidation will result in a more appropriate number of shares in issue given the Company's size. The Share Consolidation may also help to make the Company's shares more attractive to investors and may result in a narrowing of the bid/offer spread, thereby improving liquidity.
Changes to the Board
Following Cancellation and ISDX Admission, the new Board will be as follows:
Alan Kitchin (Non-Executive Chairman)
Further information on the new Board is set out in the ISDX Admission Document.
Change of Advisers
Expected Timetable of Principal Events
The dates and times below on the Company's current expectations and may be subject to change. Any changes to the expected timetable will be announced via a
Announcement of cancellation of admission to AIM and publication the Cancellation Circular and the ISDX Admission Document
Record date for the Share Consolidation
close of business on 22 September
Expected final day of dealings of the Ordinary Shares on AIM
Cancellation of the admission to trading on AIM of the Ordinary Shares, admission of the Ordinary Shares to trading on ISDX and completion of the Acquisition
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Tel: 00 (65) 6226 2963
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Tel: 020 7894 7000
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Tel: 0113 394 6600
This information is provided by RNS
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