Fri 26 Apr 2013
The Company announces that the annual general meeting of the Company will be held at 10.00 am on Wednesday 22 May 2013 at the Company’s offices at One New Change, London EC4M 9AF.
In addition to the routine business to be considered at this year’s annual general meeting, the Company is proposing to seek shareholders’ approval for a reorganisation of the Company’s share capital. A circular to shareholders (the “Circular”), setting out the details of the proposed share capital reorganisation, the notice of annual general meeting and the Company’s report and financial statements for the year ended 31 December 2012 have been posted to shareholders today.
Copies of these documents may be viewed on the Company’s website:
Consolidation and subdivision of the Company’s share capital
The Company currently has approximately 8,400 Shareholders. Of these, some 8,000 Shareholders have registered holdings of less than 1,000 Existing Ordinary Shares, representing approximately 95 per cent of the total number of Shareholders, but less than 0.3 per cent of the Existing Ordinary Shares.
The Board believes that for a company of its size, it is not in the Company’s best interests to continue to bear the significant costs of servicing such a large shareholder base. The Board also believes that, due to their small holdings, many Shareholders may have considered selling their Existing Ordinary Shares but have decided not to do so in the light of the disproportionate dealing and administration costs relating to such a sale. The Board is therefore proposing a restructuring of the Existing Ordinary Shares, the aim of which is to reduce the number of Shareholders thereby achieving cost savings for the Company, whilst at the same time returning some of the value to Shareholders with smaller interests.
The Directors believe that the Share Capital Reorganisation may avoid large dealing spreads in the Ordinary Shares and ensure that the price of the New Ordinary Shares is more appropriate for a company of the size and nature of the Company.
The effect of the Share Capital Reorganisation will be that:
every 1,000 Existing Ordinary Shares shall be consolidated into one Consolidated Ordinary Share; and then
each Consolidated Ordinary Share shall be subdivided and reclassified into 100 New Ordinary Shares and 100 Deferred Shares.
The rights attaching to the New Ordinary Shares will be the same as those attaching to the Existing Ordinary Shares including, without limitation, the same voting, dividend and other rights.
The effect of the Share Capital Reorganisation will mean that each New Ordinary Share held by Shareholders will have a nominal value of 4 pence and, subject to what is set out in relation to fractional entitlements below, each Shareholder’s proportionate interest in the Company’s issued ordinary share capital will remain materially the same. However, the market price of a New Ordinary Share immediately after completion of the Share Capital Reorganisation is expected to be approximately 10 times greater than the market price of an Existing Ordinary Share immediately prior to the Share Capital Reorganisation.
Following the Share Capital Reorganisation, the Existing Ordinary Shares will no longer be in issue. New share certificates in respect of New Ordinary Shares are expected to be posted, at the risk of Shareholders, by no later than 6 June 2013 to those Shareholders who currently hold their Existing Ordinary Shares in certificated form (and who hold more than 1,000 Existing Ordinary Shares). These will replace existing certificates which should be destroyed. Pending the receipt of new certificates, transfers of New Ordinary Shares held in certificated form will be certified against the register of members of the Company. The New Ordinary Shares have been allocated new stock identification codes as follows: SEDOL code B97CW50 and ISIN code GB00B97CW509.
In the case of Shareholders who hold their shares through the CREST system (and who hold more than 1,000 Existing Ordinary Shares), the New Ordinary Shares will be credited to CREST accounts on 23 May 2013.
If the Share Capital Reorganisation is approved at the AGM, the New Ordinary Shares will be admitted to trading on AIM. It is anticipated that Admission will occur on 23 May 2013.
Fractional entitlements and payments to Shareholders
Shareholders should be aware that if they hold fewer than 1,000 Existing Ordinary Shares, following the Share Capital Reorganisation they will cease to be a shareholder in the Company and they will not receive any Consolidated Ordinary Shares and therefore will not be entitled to New Ordinary Shares or Deferred Shares under the Share Capital Reorganisation.
Where any Shareholder is entitled to a fraction only of a Consolidated Share, such fractions shall be aggregated with the fractions of Consolidated Shares to which other Shareholders would have been entitled so as to form full Consolidated Shares, which will then be subdivided (along with the other Consolidated Shares) into New Ordinary Shares and sold in the market. Save where the payment due to a Shareholder would be less than £1, the net proceeds of such sales will be paid to each Shareholder in proportion to the fractional entitlements to which such Shareholder would otherwise have been entitled.
However, where the payment due to a Shareholder would be less than £1, for purely economic reasons, the Directors have decided, in exercise of their discretion under Article 6.3 of the Company’s Articles of Association, to retain the proceeds of such sale.
The Deferred Shares created on the Share Capital Reorganisation becoming effectivewill not confer on their holders any right to receive notice of any general meeting of the Company nor any right to attend, speak or vote at any such meeting. The Deferred Shares will not entitle their holders to receive any dividend or other distribution and shall on a return of assets in a winding up of the Company entitle the holders only to the repayment of the amounts paid up on such shares after the amount paid to holders of the New Ordinary Shares exceeds £1,000,000 per New Ordinary Share. The Deferred Shares will also be incapable of transfer.They will, in effect, be valueless.
No share certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to Deferred Shares. No application will be made for Deferred Shares to be admitted to trading on AIM or any other investment exchange. It is the Board’s intention, at an appropriate time in the future, to cancel the Deferred Shares.
Expected timetable of principal events
Latest time and date for receipt of completed Forms of Proxy
10.00 am on Monday 20 May 2013
Annual General Meeting
10.00 am on Wednesday 22 May 2013
Record date for Share Capital Reorganisation
6.00 pm Wednesday 22 May 2013
Dealings in the New Ordinary Shares on AIM expected to commence
23 May 2013
Expected date for crediting CREST accounts (where applicable)
23 May 2013
Expected date by which certificates in respect of New Ordinary Shares are to be despatched to Shareholders
6 June 2013
Expected date by which fractional entitlement cheques are to be despatched
6 June 2013
Capitalised terms used, but not defined, in this announcement shall have the meaning given to them in the Circular.
Ed Warner, Chairman 020 7886 2500
Phillip Wale, Chief Executive 020 7886 2500
Nathaniel Webb, Communications Director 020 7886 2886
Steffan Williams 020 7307 5332
Simon Evans 020 7307 5330
Grant Thornton Corporate Finance (Nominated Adviser)
Gerry Beaney/Salmaan Khawaja/Jen Clarke 020 7383 5100