Independent Media Support Group Announcements

RNS Number : 1275I Independent Media Support Group PLC 13 November 2008  
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For Immediate Release
13 November 2008
Independent Media Support Group PLC
("IMS" or the "Company")
Proposed De-listing from AIM
Notice of General Meeting
Resignation of Nominated Adviser

The Board of the Company announces that it has today decided to take steps to cancel the admission of the Ordinary Shares to trading on AIM. Accordingly, the Company is today writing to shareholders with information on the proposed de-listing and to explain why the Board considers the proposed de-listing to be in the best interests of the Company and its shareholders as a whole and recommends that Shareholders vote in favour of the Resolution at the General Meeting which, if passed, will effect the de-listing (the "Circular"). The notice of the General Meeting is set out in the Circular.

BACKGROUND TO AND REASONS FOR THE PROPOSED DE-LISTING
    
Over the next twelve months the Company has a number of critical commercial business relationships and contracts to negotiate and service. Not only have the well publicised board changes this year created an unhelpful background against which to secure such important company contracts and business, the Directors believe that as an AIM-traded company, IMS is likely to be at a competitive disadvantage to its mainly private competitors which are not subject to the same public disclosure obligations under the AIM Rules. The Directors believe that these disclosure requirements serve as a distraction to the important business of securing contracts of material significance to the on-going operations of the Company.

The Directors also believe that the on-going costs of maintaining the Company's AIM-traded status are disproportionate to any potential benefits to the Company. The significant costs associated with complying with the AIM Rules would be better spent in the development of the business. Due to current market conditions, the ability to raise significant funds for the Company is not significantly enhanced by the Company's shares being traded on AIM and the Directors have concluded that the current investment climate is such that it is substantially more straightforward for private companies to raise finance than "small" public companies. Accordingly, in current difficult economic conditions, the Directors believe that it is right to minimise overheads and that any potential funding for the future development of the Company should more easily be secured by IMS becoming a private company. 

DE-LISTING

 The De-listing is conditional upon the consent of not less than 75 per cent. of votes cast by the Shareholders at the General Meeting. The General Meeting will be held on 8th December 2008 and, subject to the passing of the Resolution, the Directors expect that the Company's trading facility on AIM will be cancelled with effect from close of dealings on 15th December 2008. Ms Sylvia Sheridan, who holds 75.49 per cent. of the Ordinary Shares, has informed the Board that she intends to vote in favour of the Resolution.
 The principal effects of the De-listing would be:
 
(i)                  There would no longer be a formal market mechanism enabling the Shareholders to trade their shares through AIM and the CREST facility would be cancelled;
(ii)                The Company would not be bound to announce material events, nor to announce interim or final results; and
(iii)               The Company would no longer be required or recommended to comply with any of the corporate governance requirements for quoted companies.
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The Board will:
 
(i)                  Continue to post certain information relating to the Company on the Company's website;
(ii)                Continue to hold general meetings in accordance with the applicable statutory requirements and the Company's Articles of Association; and
(iii)               Continue to send Shareholders copies of the Company's audited accounts, report of the Directors and the report of the auditors contained therein.

 The General Meeting will be held at 12pm on 8th December 2008 at 10 Carlisle Street, London W1D 3BR at which the resolution will be proposed, as a special resolution, to approve the De-listing.

NOMINATED ADVISER
 The Board has been informed by the Company's Nominated Adviser that it has terminated its nominated adviser agreement in accordance with its terms, which may be terminated with 90 days notice, and which will therefore expire on 5th February 2009.  

Enquiries:
IMS
Andrew Brode

Tel: 020 7440 5400
Nominated Adviser
Beaumont Cornish Limited
Michael Cornish

Tel: 020 7628 3396
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