MXC Capital Limited – Proposed Cancellation of AIM Admission

MXC Capital Limited – Proposed Cancellation of AIM Admission

MXC (AIM: MXCP), the technology focused adviser and investor, announces that, following a thorough review of the strategic options open to the Company, the Directors have concluded that it is in the best interests of the Company and its Shareholders to seek Shareholder approval for the cancellation of admission of the Ordinary Shares to trading on AIM.

The factors taken into consideration by the Directors in reaching the conclusion above include:

·     For several years, the Company’s Ordinary Shares have generally traded at a notable discount to the Company’s NAV. By way of example, as at the end of the Company’s previous three financial years, being 31 August 2017, 2018 and 2019, the closing mid-market price of an Ordinary Share represented a discount to the NAV of 27 per cent., 33 per cent. and 22 per cent. respectively. In addition, there is limited on-market trading activity or liquidity in the Company’s Ordinary Shares. Shareholders therefore currently have no way of exiting MXC other than by way of a sale of Ordinary Shares at a significant discount to the NAV per share;

·    The cost and management time, together with the legal and regulatory burden associated with maintaining the Company’s admission to trading on AIM are, in the Board’s opinion, disproportionate to the benefits to the Company and therefore to Shareholders. It is estimated that Cancellation will reduce the Company’s recurring administrative, advisor and other costs by £0.3 million per annum which include the directors’ fees in relation to Peter Rigg and Simon Freer, both of whom intend to step down as directors should the Cancellation become effective; and

·    The Company has not raised equity capital on AIM for over 4 years and has no intention of doing so for the foreseeable future and therefore it is the Directors’ opinion that one of the fundamental reasons to maintain its admission to trading on AIM, access to capital, is no longer required.

 

A circular will be sent to Shareholders shortly setting out further information on the background to and the reasons for proposing the Cancellation and the implications for the Company’s Shareholders. The Circular also contains a notice convening a general meeting of the Company at which Shareholders are invited to consider the proposed Cancellation. The General Meeting has been convened for 2 p.m. on 2 March 2020 at 1st Floor, Elizabeth House, Les Ruettes Brayes, St Peter Port, Guernsey GY1 1EW.

The Cancellation Resolution is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting.

The Directors consider that the Cancellation is in the best interests of Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Cancellation Resolution as they have undertaken to do in respect of their own beneficial holdings of 10,455,986 Ordinary Shares, representing 15.9 per cent. of the existing issued ordinary share capital of the Company. Furthermore, other Shareholders who in aggregate hold 51.0 per cent. of the issued share capital of the Company have also committed to vote in favour of the Cancellation. In total, therefore, Shareholders who together hold 66.9 per cent. of the issued share capital of the Company have committed to vote in favour of the Cancellation.

In the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Company’s Ordinary Shares on AIM will be 13 March 2020 and that the effective date of the Cancellation will be 16 March 2020.

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