Akron, OH, 3 September 2010 – The Company announced on 2 September 2010 that the board of the Company (the “Board”) had decided to call a General Meeting of the shareholders of the Company and depository interest holders at which a resolution for the Company’s delisting from AIM (the “Delisting”) should be proposed and considered. In accordance with the Company’s articles of incorporation, the Board is convening a General Meeting for this purpose. The General Meeting will be held on 20 September 2010. Under the AIM Rules, the cancellation shall be conditional upon the consent of not less than seventy-five per cent. (75%) of votes cast by its shareholders in a general meeting. The Board believes that the level of ownership of the members of the Board or the entities with which they are affiliated is such that it is highly unlikely that the relevant resolution will not be passed.
Background to the De-Listing
The Board feels the admission to trading on AIM has not and will not in the near future help its ability to access additional capital and that accessing additional capital will likely be more efficient on a US exchange or as a private Company. In addition, there has been very little liquidity in the Company’s shares since its admission to trading on AIM. The Board does not see an advantage in remaining publicly quoted and does not believe the ongoing costs and regulatory requirements of a listing on AIM can be justified.
The Company hereby notifies shareholders and holders of depository interests that, subject to shareholder approval at the General Meeting to be held on 20 September 2010, it is expected that the Company’s listing on AIM will be cancelled from 7:00 A.M. (BST) on 30 September 2010.
Transactions in the Company’s Shares and Depository Interests following Delisting
Following the Delisting, there will be no market facility for dealing in the ordinary shares or depository interests and no price will be publicly quoted for the depository interests or ordinary shares. As such, interests in ordinary shares or depository interests are unlikely to be readily capable of sale and where a buyer is identified, it will be difficult to place a fair value on any
such sale. While there can be no guarantee that shareholders or depository interest holders will be able to sell any shares or depository interests, any shareholder or depository interest holder seeking to do so should contact the Company in writing at 3340 West Market Street, Fairlawn, Ohio 44333 U.S.A., attention Raymond Hexamer, CEO. The Company Secretary will then be able to advise as to whether the Board is aware of any prospective buyers for any ordinary shares or depository interests which the holder thereof wishes to sell at that time.
General Shareholders Meeting
A circular containing a notice of the General Meeting of the Company to be held at the offices of the Company at 3340 West Market Street, Fairlawn, Ohio 44333, U.S.A., at 3:00 PM (BST) on 20 September 2010 is being sent to shareholders and holders of depository interests today. A copy of the circular will shortly be available from the Company’s website at www.firstcomm.com or will otherwise be available from the Company’s offices as listed above.
First Communications, Inc.
Raymond Hexamer, Chief Executive Officer
Tel: +1 (330) 835-2442
Joseph Morris, President
Tel: +1 (330) 835-2472