Storyboard Assets Plc

May 13, 2014 02:00 ET

Proposed Delisting from the ISDX Growth Market


                                                    13 May 2014
                                             STORYBOARD ASSETS PLC
                                        ("Storyboard" 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.

A copy of the letter sent to shareholders is detailed below.

                                           LETTER FROM THE CHAIRMAN

                                             STORYBOARD ASSETS PLC
       (Incorporated in England and Wales under the Companies Act 1985 with registered number 06436259)

Directors:                                                                               Registered Office:

Mr Marcus Yeoman - Non-Executive Chairman                                                41 Friar Lane
Mr Luke Heron - Executive Director                                                       Leicester
Mr Charles Barry Hocken - Non-Executive Director                                         Leicestershire
                                                                                         LE1 5RB
13 May 2014

To the holders of Ordinary Shares

Dear Shareholder,

The  Company  announced today that it was proposing to withdraw its Ordinary Shares from trading  on  the  ISDX
Growth  Market.  The purpose of this letter is to provide you with the background to and the  reasons  for  the
Delisting  and to explain why the Directors consider this proposal to be in the best interests of  the  Company
and  the  Shareholders  as  a  whole.  This  letter also includes a  recommendation  from  the  Directors  that
Shareholders  should vote in favour of the Resolution to be proposed at the GM of the Company  to  be  held  at
11:00 a.m. on Wednesday, 4 June 2014 at 31 Lombard Street, London, EC3V 9BQ, notice of which is set out at  the
end of this Document.


On  23  October  2008, Storyboard was admitted to trading onto the OFEX market (later becoming the  PLUS-quoted
Market  and  now the ISDX Growth Market). At that time, Storyboard Assets owned a range of original artwork  of
the best known and most popular illustrators of historic and contemporary children's literature.

On  13  January 2011, the Director's reviewed the Company's financial performance and its future prospects  and
concluded  that for the foreseeable future it was unlikely the Company would generate sufficient profits  under
its  then business model to justify a continuation of its current strategy. The Directors therefore proposed  a
change in strategy. A managed liquidation of the remaining artwork subsequently too place, followed by a change
of strategic direction for the Company.

On  21  June  2013, following approval at a General Meeting, Storyboard became an ISDX Growth Market Investment
Vehicle,  with  a  strategy  to  invest  in a business or businesses  having  some  or  all  of  the  following

*       strong management with a proven track record;
*       ready for investment without the need for material re-structuring by the Company;
*       generating positive cash flows or imminently likely to do so;
*       via an injection of new finances or specialist  management, the Company can enhance the
        prospects and therefore the future value of the investment;
*       able to benefit from the Directors' existing network of contacts; and
*       the potential to deliver significant returns for the Company.

On  31  October 2013, the Company announced some early stage exploratory discussions with regard to a potential
acquisition  had taken place but that Company had no definitive progress to report. The Company also  announced
that,  as  an  interim  measure,  it had loaned out funds under an invoice discounting  arrangement  whilst  it
continues to search for a transaction.

However,  the  Directors have not able to identify any appropriate acquisitions since then.  Consequently,  the
Directors  have  determined that the costs of maintaining the Company's quote on the  ISDX  Growth  Market  and
complying  with  its regulatory requirements, are no longer warranted by the limited benefits  of  the  market.
Accordingly,  the Company is seeking Shareholder approval to withdraw the Ordinary Shares from trading  on  the
ISDX Growth Market.

Delisting from the ISDX Growth Market

The  principal reason for joining the ISDX Growth Market was the perceived potential to raise further funds  to
finance investment and to provide additional working capital for the Company.

However,  as a result of limited investor interest in the ISDX Growth Market, it has become apparent that  this
objective  cannot be met and as a consequence the Directors no longer feel able to justify the continued  costs
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.

Under  the ISDX Growth Market Rules for Issuers, it is a requirement that the Delisting is made conditional  on
the consent of 75 per cent. of votes cast by Shareholders voting at a General Meeting. Accordingly, at the GM a
special  resolution will be proposed to approve the Delisting of the Company's Ordinary Shares from trading  on
the ISDX Growth Market.

If  the Resolution is approved at the General Meeting, the Company's Ordinary Shares will be withdrawn from the
ISDX Growth Market at the close of business on 4 June 2014.

Following  the withdrawal of the Company's shares from trading on ISDX, the Company will no longer be  required
to  comply with any of the specific corporate governance requirements for companies admitted to trading on  the
ISDX Growth Market. After the Delisting becoming effective, Peterhouse Corporate Finance Limited will cease  to
be  the  Company's ISDX Corporate Adviser and the ISDX Rules will no longer apply to the Company.  The  Company
will, however, remain subject to the City Code of Takeovers and Mergers. It is the Directors' current intention
to  maintain  an  appropriate level of corporate governance by keeping Shareholders  informed  by  distributing
copies of the Company's annual accounts.

The  principal  effect of the Delisting is anticipated to be a reduction in the marketability of  the  Ordinary
Shares. There would no longer be a formal market mechanism enabling Shareholders of the Company to trade  their
Ordinary Shares on the ISDX Growth Market.

However,   the   Company's   Ordinary  Shares  will  be  traded  on  J  P  Jenkins   share   matching   service
(  after  the Delisting takes effect. J P Jenkins provides  a  trading  facility  matching
buyers and sellers of shares in unlisted and unquoted companies.

JP  Jenkins is one of the most respected and established European platform exchange for unlisted securities and
traces  its  roots  back to the USM segment of the London Stock Exchange. Shareholders of companies  which  are
listed on JP Jenkins can use their existing stockbroker to place limit orders with JP Jenkins.

Action to be taken

You will find enclosed with this document a Form of Proxy for use by Shareholders at the GM. Whether or not you
intend  to be present at the GM, you are requested to complete and return the Form of Proxy in accordance  with
the  instructions  printed thereon. To be valid, completed Forms of Proxy must be received at  SLC  Registrars,
Thames House, Portsmouth Road, Esher, Surrey, KT10 9AD as soon as possible and in any event not later than  11:
a.m.  on Monday, 2 June 2014 being 48 hours (not including any part of a day which is not a working day) before
the  time appointed for holding the GM. Completion of a Form of Proxy will not preclude you from attending  the
meeting and voting in person if you so choose.

Any  shareholder  who would like to speak to a director about these proposals please contact Marcus  Yeoman  on
telephone number: 07970 028442 or email


The  Directors  consider that the Delisting is in the best interests of the Company and its Shareholders  as  a
whole and accordingly recommend that Shareholders vote in favour of the Resolution to be proposed at the GM, as
they  intend  to  do  in  respect  of  their own beneficial interests amounting  to  334,472  Ordinary  Shares,
representing 27.06 per cent. of the Company's issued share capital.

Yours faithfully

Marcus Yeoman


The Company accepts responsibility for the contents of this announcement.

Storyboard Assets Plc
Marcus Yeoman
Tel: 07970 028442

Corporate Adviser:
Peterhouse Corporate Finance Limited
Duncan Vasey or Mark Anwyl
Tel: 020 7469 0930

Contact Information

  • Storyboard Assets Plc