Baltimore cleans house, plans de-listing

[R.A. Hettinga]

<http://www.theregister.co.uk/2004/11/26/baltimore-seeks_delisting/print.html>

The Register


 Biting the hand that feeds IT


Baltimore cleans house, plans de-listing
By electricnews.net (feedback at theregister.co.uk)
Published Friday 26th November 2004 11:50 GMT

Baltimore Technologies has embarked on a series of housekeeping exercises,
but the former security firm has given no indication of its plans for the
future.

The company has organised a general meeting of shareholders for
mid-December, to approve a plan to consolidate its share structure. The
company currently has 40,000 shareholders, 24,000 of whom own less than 125
shares. At the current share price, 125 shares are worth around #22. To cut
the cost of servicing these shareholders, old shares will be combined in a
new share, at a ratio of 125 to one. Anybody who owns less than 125 shares
will be paid the value of their shares and will cease to be a shareholder.
American Depository Shares (ADS), which allow people to trade Baltimore's
shares on the US markets, will be worth 1/625th of a share.


The company will also cancel its stock market listing in London and remove
itself from the US ADR system. A stock market listing might complicate
potential plans to sell the company, it says.

"The board does not believe that, in the company's current situation where
it is essentially a cash shell, it is in the company's best interests to
incur the costs involved in maintaining such a listing," Baltimore said in
a statement.

The announcements come after Baltimore's whole slate of directors - who
were responsible for a painful asset sell-off process - were removed due
the efforts of a outspoken shareholder, Acquisitor Holdings. The proxy
battle between the two sides saw Acquisitor accuse Baltimore's caretakers
of destroying shareholder value, while Baltimore's board complained that
Acquisitor had no firm plans for the company's future.

In other comments in Thursday's announcement, Baltimore said it is asking
UK courts to force Earthport to lodge security to defray the legal costs
arising from Earthport's #13m lawsuit against Baltimore, which was filed
earlier this year. It is not backing down in face of Earthport's claims of
fraudulent misrepresentation, negligent misstatement and breach of
contract, saying that they are "inadequately particularised" and "without
merit."


-- 
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R. A. Hettinga <mailto: rah at ibuc.com>
The Internet Bearer Underwriting Corporation <http://www.ibuc.com/>
44 Farquhar Street, Boston, MA 02131 USA
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