Command Technology Group Plc

November 30, 2009 08:32 ET

Notice of EGM, Intention to De-List, Change of Auditors and Delay in Final Results

                                     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
been established.

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.


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.


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                       Tel: +44 (0)1372 869855

Rivington Street Corporate Finance                        Tel: +44 (0)20 7562 3389
Monisha Varadan          Eran Zucker

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  • Command Technology Group Plc