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Friday 04 July, 2008

Nordic Panorama PLC

Proposed De-listing

RNS Number : 3119Y
Nordic Panorama PLC
04 July 2008
 

4 July 2008


Nordic Panorama plc

('Nordic Panorama' or the 'Company')


Proposed De-Listing


The Company announces that it is seeking Shareholders' approval for the cancellation of admission to AIM (the 'De-Listing') of the ordinary shares of 1p each ('Ordinary Shares'). In addition, the Company is seeking Shareholders' approval for the supply of information to Shareholders by website or other electronic means.


Background to the De-Listing


The Ordinary Shares were re-admitted to trading on AIM on 5 January 2007 following the reverse acquisition of Maisha PLC. Since that time, the Directors have sought to expand the Company's activities both organically and through acquisition. However, in the light of the difficult stock market conditions adversely affecting the potential institutional interest in investing in the Company and the ability to identify and finance appropriate acquisition opportunities, the Directors have undertaken a review of the benefit of the Ordinary Shares continuing to be traded on AIM recognising the following key factors:


  • the limited stock market appreciation of the Company's two business areas;


  • the concentration of the Company's Shareholder base, of which two of the Shareholders hold 87.39 per cent, resulting in limited trading liquidity in the Ordinary Shares; and


  • the costs and regulatory burdens associated with maintaining admission to AIM.


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 Ordinary Shares.


The De-Listing


In accordance with Rule 41 of the AIM Rules, the Company has today notified the London Stock Exchange of the De-Listing which is conditional upon the consent of not less than 75 per cent of votes cast by Shareholders in general meeting.


Consequently, the Company is convening the General Meeting for 4 August 2008 for which irrevocable undertakings to vote in favour of the Resolutions have been received from Shareholders in respect of 718,487,395 Ordinary Shares representing 87.39 per cent of the Ordinary Shares, as referred to in the section entitled 'Irrevocable undertakings' below. The De-Listing is expected to be effective from 7.00 a.m. on 12 August 2008.  


Strategy following the De-Listing


Following the De-Listing, the Directors intend to continue to focus on enhancing Shareholder value through the Company's two business areas in Norway: the building and selling of cabins and the operation of a ski resort.


The Directors intend to continue to keep Shareholders informed of the Company's financial and operational performance through regular updates on the Company's website www.nordicpanoramaplc.com. In addition, the Directors intend that the composition of the Board will continue to include at least one independent non-executive director.


Transactions in the Ordinary Shares following De-listing


Following the De-Listing, there will be no market facility for dealing in the Ordinary Shares and no price will be publicly quoted for the Ordinary Shares. As such, holdings of Ordinary Shares are unlikely to be capable of sale and will be difficult to value.


However, while there can be no guarantee of any Shareholders being able to purchase or sell any Ordinary Shares, any Shareholder seeking to do so should contact the Company Secretary in writing at the Registered Office at 4th Floor, 7 Cork Street, London W1S 3LJ.


Petter Johnsen, Director, has confirmed to the Board that, following the De-Listing, he is interested in acquiring up to 25,000,000 Ordinary Shares, representing 3.04 per cent of the issued Ordinary Shares, at 0.5p per share which, if acquired in total would result in his holding in aggregate 563,865,546 Ordinary Shares, representing 68.58 per cent of the issued Ordinary Shares.


Shareholders should note that the Company will remain subject to the provisions of the City Code on Takeovers and Mergers.


Irrevocable undertakings


The Company currently has in issue 822,162,575 Ordinary Shares. The Company has received irrevocable undertakings to vote in favour of the Resolutions in respect of 718,487,395 Ordinary Shares representing 87.39 per cent of the Ordinary Shares.


The irrevocable undertakings have been received from the following Shareholders:



Shareholder

Number of Ordinary Shares

% of issued Ordinary Shares

Director



Petter Johnsen (note)

538,865,546

65.54%




Other



T Stykket Eiendom AS

179,621,849

21.85%




Total

718,487,395

87.39%


Note: Shares held are registered in the name of PJ Vradal Invest AS which is owned by Petter Johnsen (94 per cent), Kjetil Johnsen (3 per cent) and Henning Johnsen (3 per cent).


General Meeting


A circular containing a notice of General Meeting to be held at the offices of Lewis Silkin LLP at Clifford's Inn, 5 Chancery Lane, London EC4A 1BL at 11.00 a.m. on 4 August 2008 is being sent to Shareholders today in which the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting to cancel the admission to AIM of the Ordinary Shares and to allow the Company to communicate electronically with its shareholders including via the Company's website.


Press enquiries


Geir Kjaernes

Nordic Panorama Plc

Tel No: 0047 22 12 54 12


Norman Lott

Nordic Panorama Plc

Tel No: 020 7153 4920


Alex Borrelli

Shore Capital

Tel No: 020 7408 4090 



This information is provided by RNS
The company news service from the London Stock Exchange
 
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