November 30, 2009 08:32 ET
COMMAND TECHNOLOGY GROUP PLC
("Command Technology", "the Company")
Notice of EGM, Intention to De-List, Change of Auditors and Delay in Final Results
The Company today announces that it is seeking Shareholder approval for the cancellation of admission
to trading on PLUS of its Ordinary Shares and Change of Auditors. For this end, the Company is
convening an Extraordinary General Meeting ("EGM") which is to be held on 30 December 2009 at 11.00am,
at the offices of Edwin Coe LLP, 2 Stone Buildings, Lincolns Inn, London WC2A 3TH
A Notice of the EGM, which includes an explanation on the background to the De-Listing and Change of
Auditors, the reasons why the Directors unanimously consider these to be in the best interests of the
Company and its Shareholders as a whole and why they recommend that shareholder should vote in favour
of the resolutions to be proposed to effect them, will be sent to shareholders on Friday 4th December.
The Directors have been considering the merits or otherwise of the Company's Ordinary Shares
continuing to trade on PLUS. The following factors were taken into account during their review:
* The Company, has a relatively small free float and market capitalisation, which combined with
the recent economic and stockmarket uncertainty, the Directors' believe will prevent the Company to
raise capital from investors at this point in time as they remain uninterested in committing funds to
companies of the Group's characteristics. The Directors do not expect this situation to change in the
foreseeable future; and
* Given the recent developments surrounding the company, mainly the notification by Schoot
Limited as announced on 28 August 2009, that Schoot no longer wish to proceed with the loan agreement
and as such are not willing to provide funds due under it, the Board considers it will be able to
focus more effectively on the business of the Group should the Company not be listed.
The Directors believe that for the reasons referred to above, the Company should seek the cancellation
of the admission of its Ordinary Shares to trading on PLUS.
The PLUS Rules requires a PLUS company which wishes to cancel admission of its Ordinary Shares to
trading on PLUS to notify such intended cancellation and if there should be an objection to seek
Shareholder approval. The Directors believe it is appropriate to seek such approval notwithstanding no
objection may have been received and accordingly the Notice of EGM contains a special resolution which
proposes that the Company's admission to trading on PLUS is cancelled.
Subject to the requisite Shareholder approval, the De-Listing is expected to be effective from 7.00am
on 31 December 2009.
The Directors are aware that Shareholders may still wish to acquire or dispose of Ordinary Shares and,
accordingly, the Company is exploring the possibility to put in place a matched bargain settlement
facility. Shareholders will be notified in due course of the details of any such facility once it has
Shareholders should note that following the De-Listing the Company will remain subject to the
provisions of the City Code on Takeovers and Mergers, on the basis set out in those provisions.
CHANGE OF AUDITORS
Following discussions with Grant Sellers, the auditors of the Company, the Board considered that such
firm was no longer appropriate for the Company. The Board accordingly terminated the appointment on
28th August 2009. Grant Sellers have confirmed in writing that there are no circumstances in
connection with their ceasing to hold office that needs to be brought to the attention of Shareholders
or creditors of the Company. Under the Companies Act any such termination of the auditor's
appointment required the approval of Shareholders at a general meeting. In view of the fact that the
termination of the appointment contravened the provisions of the Companies Act, the Directors are
proposing a resolution at the EGM for Shareholders to ratify such termination and also to appoint new
auditors. The new auditors proposed are Price Bailey.
The Directors unanimously consider the De-Listing and the Change of Auditors to be in the best
interests of the Company and its Shareholders as a whole and the Directors recommend that Shareholders
vote in favour of the resolutions to be proposed at the EGM as they intend to do (save in respect of
Resolution relating to the removal of Grant Sellers as auditors to the Company, on which the Directors
will not vote) in respect of their beneficial holdings of Ordinary Shares.
DELAY IN FINAL RESULTS
Following the above The Board would like to inform shareholders that the final results to the end of
June 2009 will be delayed until the resolutions relating to the change of auditors will be approved by
The Directors of the Issuer accept responsibility for this announcement.
Command Technology Group Plc
Mick Gossage CEO
email@example.com Tel: +44 (0)1372 869855
Rivington Street Corporate Finance Tel: +44 (0)20 7562 3389
Monisha Varadan Eran Zucker
Command Technology Group Plc
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