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DJ Milamber Ventures Plc Proposed WIthdrawal from NEX

 
TIDMMLVP 
 
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. 
 
                                    -ends- 
 
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 
 
 
 
END 
 

(END) Dow Jones Newswires

April 05, 2019 12:31 ET (16:31 GMT)