Vancouver, BC / ACCESSWIRE / July 7, 2014 / EastCoal Inc. (NEX: ECX.H, AIM: ECX) ("EastCoal" or the "Company") announced on June 23, 2014 that the Company intended to seek shareholder approval for the cancellation of the Company’s Admission to AIM (the "Cancellation").
The Company is due to hold a combined Annual General Meeting and Special Meeting on July 30, 2014 (the "2014 AGM"), at which, inter alia, shareholders will be asked to consider a special resolution to approve the Cancellation.
Reasons for the Cancellation of Admission to AIM
The board of directors of the Company (the “Board”) have identified the following reasons for the Cancellation, which they consider to be in the long-term best interests of the Company and EastCoal shareholders:
The high costs of maintaining the Company’s Admission to AIM.
The Company considers the costs associated with maintaining the Company’s Admission to AIM are excessive when considered alongside the costs of maintaining the Company’s listing on TSX Venture Exchange’s trading board NEX (“NEX”) in Canada. At this time, the Board has concluded that maintaining a second listing on AIM is inappropriate.
The need to maintain appropriate liquidity of EastCoal stock.
With the Company’s listing on NEX, the Board is concerned that there may not be enough liquidity for EastCoal shares to support trading on both NEX and AIM. The Board believes it is in the best interests of the Company and its shareholders to focus the trading of EastCoal shares on NEX.
The operational and legal difficulties of being subject to two different regulatory regimes in two different countries, in order to maintain listings on both AIM and NEX.
The Company currently has to comply with the regulatory, reporting and corporate governance requirements of two exchanges in two different countries, whose requirements are sometimes different and/or inconsistent. The Board believes that it is best to remove the requirement of compliance with two different exchanges, as it believes that compliance with one exchange would still supply EastCoal shareholders with proper governance and protection.
The management time taken up with the Company’s Admission to AIM.
The ongoing regulatory requirements associated with the Company’s securities being admitted to trading on both NEX and AIM are diverting a substantial portion of management time and attention which the EastCoal Board believes could more usefully be deployed developing the business.
Circular to EastCoal shareholders and recommendation
Rule 41 of the AIM Rules for Companies (“Rule 41”) requires an AIM company that wishes to cancel admission of its securities to trading on AIM to notify such intended cancellation to the public and separately to inform the London Stock Exchange of its preferred cancellation date at least 20 business days prior to such date. Rule 41 also requires that, unless the London Stock Exchange otherwise agrees, the Cancellation must be conditional upon the consent of not less than 75% of shares represented by shareholders voting in a general meeting.
The Company is today sending a circular to EastCoal shareholders which will explain the reasons for the proposed Cancellation and will also convene a combined Annual General Meeting and Special Meeting of the Company, at which EastCoal shareholders will be asked, inter alia, to consider a special resolution to approve the Cancellation. The combined Annual General Meeting and Special Meeting will be held on July 30, 2014, thereby allowing Cancellation to become effective on September 24, 2014.
The Board members, who, in aggregate, have an interest in 40,256,178 common shares of EastCoal, representing approximately 25.8 per cent of the Company’s issued share capital, unanimously recommend that all EastCoal shareholders vote in favour of such resolution, as they intend to do in respect of their aggregate holding in the common shares of EastCoal.
Strategy following the Cancellation from AIM
Should the Cancellation from AIM be approved by EastCoal shareholders, the Company will maintain its NEX listing and will therefore continue to be subject to the Canadian Securities and Exchange Commission’s reporting obligations. The Company will continue to keep EastCoal shareholders informed of the Company’s financial and operational performance through ongoing updates in regulatory filings with the NEX, as well as updates in press releases, on the Company’s website, (www.eastcoal.com) and in investor meetings.
Subject to EastCoal shareholder approval of the Cancellation at the General Meeting by the required 75% of shares represented by shareholders voting in a general meeting, it is expected that the admission of the Ordinary Shares to trading on AIM will be cancelled with effect from 7.00 a.m. (London time) on September 24, 2014. Accordingly, the latest date for trading in Ordinary Shares through the market on normal market timings to settle prior to the Cancellation will be September 19, 2014. Following the Cancellation, there will be no market facility in the UK for dealing in EastCoal shares and EastCoal shareholders wishing to publicly trade their EastCoal shares will need to do so through NEX.
Trading Common Stock following the Cancellation from AIM
All shares of Common Stock that were previously admitted to trading on AIM and entered on the register maintained by Computershare will be placed on the Company’s Canadian registrar list. The Company’s Canadian transfer agent and registrar will send out physical share certificates to all EastCoal shareholders whose shares were previously entered on the share register maintained by Computershare UK. In addition, the CREST depository interest facility will be terminated following Cancellation of our admission to AIM, the shares held in such facility shall be withdrawn placed on the Company’s Canadian registrar list and the ISIN for the securities previously held in CREST system will be disabled and expired. Any EastCoal shareholder holding a physical certificate should hold on to the certificate until such time as they wish to trade the shares. Any questions regarding the handing in of share certificates or how to electronically deposit shares can be directed to EastCoal’s Canadian transfer agent and registrar, Computershare (“Computershare”), 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 http://www.computershare.com/ Computershare, or a brokerage firm of your choosing, will be able to further provide you with instructions regarding the process of trading your shares in Canada.
Expected Timetable
Publication of circular and Notice of combined Annual General Meeting and Special Meeting - July 4, 2014,
Latest time and date for receipt of Last time and date for receipt of Forms of Instructions for the combined Annual General Meeting and Special Meeting - July 25, 2014,
Combined Annual General Meeting and Special Meeting - July 30, 2014,
Result of combined Annual General Meeting and Special Meeting announced - July 31, 2014,
Latest date for trading in Shares in the Company’s Common Stock through the AIM market on normal market timings to settle prior to the Delisting - September 19, 2014
Cancellation of admission of the Company's Shares to trading on AIM - September 24, 2014
Notes:
1. Each of the times and dates referred to in this announcement is based on the Company's current expectation and is subject to change. All times are London times.
2. Any changes to the expected timetable will be announced via a Regulatory Information Service.
Forward-Looking Statements: This news release contains discussion of items that may constitute forward-looking statements within the meaning of securities laws that involve risks and uncertainties. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. These statements reflect management's expectations as of the date of this press release regarding the Company's future financial performance and should not be read as guarantees of future performance or results. Factors that could cause actual results to differ materially from expectations include the effects of general economic conditions, actions by government authorities and courts and actions by stock exchanges, stakeholders of the Company or regulatory authorities.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
EastCoal Inc.
Hendrik Dietrichsen, CEO +44 (75) 9260 5241
Cenkos Securities plc
Alan Stewart/Derrick Lee +44 (0) 131 220 6939
Source: EastCoal Inc.