Arrowpoint Technologies Plc

June 28, 2013 07:33 ET

Proposed Delisting from the ISDX Growth Market

                                                                                                  28 June 2013
                                          ARROWPOINT TECHNOLOGIES PLC
                                        ("Arrowpoint" or "the Company")
                                Proposed Delisting from the ISDX Growth Market

The  Directors  of  the  Company announce a letter has today been sent to Shareholders regarding  the  proposed
delisting of the Company's ordinary shares from the ISDX Growth Market.

The text of the letter sent to shareholders is set out below.

The Directors of Arrowpoint are responsible for the contents of this announcement.


Arrowpoint Technologies Plc
Santanu Nandy, Group Managing Director                            +91 22 2598 5900

Peterhouse Corporate Finance Limited
Mark Anwyl and Duncan Vasey                                       +44 (0)20 7220 9796

                                      LETTER FROM THE BOARD OF DIRECTORS
                                          Arrowpoint Technologies Plc
      (Incorporated in the Isle of Man under the Isle of Man Companies Act 2006 with company number 1170V)
                                        ("Arrowpoint" or the "Company")
Directors:                                                                                   Registered Office:
Mr Nimal Kedia                 Non-Executive Chairman                                        33-37 Athol Street
Mr Santanu Nandy               Managing Director                                                        Douglas
Mr Peter D'Amato               Finance Director                                                     Isle of Man
Mr Ramakant Nayak              Non-Executive Director                                                   IM1 1LB

To the holders of Ordinary Shares                                                                  28 June 2013

Dear Shareholder

                                Proposed Delisting from the ISDX Growth Market

The  Company  has  today announced that it has given notice of its intention to cancel  the  admission  of  its
ordinary shares to trading on the ISDX Growth Market with effect from the close of business on Friday  19  July

This  letter  sets the reasons for this action and explains why the Directors believe that it is  in  the  best
interests of the Company and its shareholders.

Background to and the reasons for the Delisting

Arrowpoint  Technologies is a holding company which, through its subsidiary companies  based  in  the  USA  and
India,  offers information technology services, products and solutions to the retirement and financial services
industry, primarily in the USA.

The  Group operates primarily in the USA and India and has developed IT products for the US retirement industry
where  it  has  a  leading  position in the provision of Defined Benefit (DB)  solutions;  its  operations  are
supported by senior actuaries, software architects and developers in the United States and in India.

The Company joined the PLUS-quoted Market (now the ISDX Growth Market) on 28 October 2009.

The principal reason for joining the market was for:

*       the  increased  potential  to  raise further funds in the future, to  finance  acquisitions  and/or  to
        provide additional working capital or development capital for the growth of the Company.

However,  it has become apparent that these objectives cannot be met and as a consequence the Board  no  longer
feels  able to justify the continued compliance costs and time associated with the Company's admission  to  the
market.  The  Directors  have  therefore concluded that it is in the best interests  of  the  Company  and  its
shareholders for the Company to leave the market.

The  Company  has  today notified the ISDX Growth Market of its intention to delist and it is anticipated  that
trading in the ordinary shares on the ISDX Growth Market will cease at the close of business on Friday 19  July

Effect of Delisting on Shareholders

The  principal  effect of the delisting is anticipated to be a reduction in the liquidity and marketability  of
the  ordinary shares. There would no longer be a formal market mechanism enabling shareholders to  trade  their
ordinary  shares  on the ISDX Growth Market or any other recognised market or trading exchange.  The  Company's
CREST  facility  will also be cancelled and, although the ordinary shares will remain transferable,  they  will
cease to be transferable through CREST. Instead, shareholders who hold ordinary shares in CREST can request  to
receive a physical share certificate which will be despatched to them in due course following the delisting.

With effect from delisting the Company would not be obliged to announce material events, administrative changes
or material transactions nor to announce interim or final results. The Company would also no longer be required
to  comply  with  any  of the additional specific corporate governance requirements for companies  admitted  to
trading on the ISDX Growth Market.

Upon the delisting becoming effective, Peterhouse Corporate Finance Limited will cease to be the Company's ISDX
Corporate Adviser.

Dealing and Settlement Arrangements

Whilst the Board believes that the delisting is in the interests of shareholders as a whole, it recognises that
the  cancellation  of the Company's admission to trading on the ISDX Growth Market will make it  difficult  for
shareholders to buy and sell ordinary shares should they wish to do so. Accordingly, the Board intends  to  set
up a matched bargain arrangement with J P Jenkins Limited (

Withdrawal process and Shareholder Support

Before  deciding to proceed with the delisting process the Company's Directors consulted with, and secured  the
support of, the Company's larger shareholders who in aggregate hold 83.01per cent of the Company's issued share
capital and have expressed their support for the delisting process.

Having  secured the support of shareholders who in aggregate hold more than 75 per cent of the Company's issued
share  capital, the Board, having consulted with the Company's advisers, confirm the delisting and  trading  in
the Company's shares on the ISDX Growth Market will cease from the close of business on Friday 19 July 2013.

The  Board  would  like to thank shareholders for their past support and to assure them  that  the  Board  will
continue  to  strive  to develop and grow the Company in the future for the benefit of  all  of  the  Company's

Yours faithfully

Santanu Nandy
Managing Director

Contact Information

  • Arrowpoint Technologies Plc