TIDMMOS
RNS Number : 3940S
Mobile Streams plc
06 November 2019
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Upon the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN MOBILE STREAMS PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION.
6 November 2019
Mobile Streams PLC
("Mobile Streams" or the "Company")
Placing
Proposed Board Changes
Circular and Notice of General Meeting
Mobile Streams PLC ("Mobile Streams" or the "Company") is
pleased to announce that it has today agreed a conditional Placing
to raise GBP250,000 (before the deduction of fees and expenses)
through the issue of 221,238,938 ordinary shares at 0.113 pence per
share (the "Placing"). The Placing is conditional on the approval
of certain resolutions by Shareholders at a General Meeting of the
Company, as further set out below. The Resolutions seek Shareholder
approval to allow for a Capital Reorganisation to affect the
Placing, seek to give Directors' authority to issue the Placing
Shares and also propose certain Board changes. All resolutions
proposed are inter-conditional.
Accordingly, the Company has today published the Circular which
will be posted to Shareholders on 8 November 2019, along with the
accompanying Form of Proxy in relation to a General Meeting of the
Company.
The Circular contains notice of the General Meeting ("Notice"),
which will be held at the offices of Peterhouse Capital Limited at
3rd Floor, 80 Cheapside, London EC2V 6EE at 10.00 a.m. on 26
November 2019. A copy of the Circular and the Form of Proxy will
shortly be made available on the Company's website at
www.mobilestreams.com.
The Placing is conditional, amongst other things, on the passing
by shareholders of the resolutions set out in the Notice, further
details of which are included below.
Application will be made to the London Stock Exchange for the
New Ordinary Shares, including the Placing Shares, to be admitted
to trading on AIM and, subject to approval of the Resolutions and
appointment by the Company of a Nominated Adviser pursuant to AIM
Rule 1, it is expected that Admission will become effective and
that dealings in the New Ordinary Shares, including the Placing
Shares, will commence on AIM at 8.00 a.m. on 27 November 2019.
The Letter from the Chairman of the Company, the Expected
Timetable of Principal Events and the Placing Statistics contained
in the Circular have been extracted and included as an Appendix to
this announcement below.
For further information, please contact:
Mobile Streams plc +1 347 669 9068
Simon Buckingham, Chief Executive Officer
Enrique Benasso, Chief Financial Officer
Peterhouse Corporate Finance
Eran Zucker +44 (0) 20 7469 0930
Appendix (all terms in the below have been extracted from the
Circular)
LETTER FROM THE CHAIRMAN
1. Introduction
The Company announced on 6 November 2019 a conditional placing
with certain institutional and other investors, to raise GBP250,000
before expenses through the issue of 221,238,938 New Ordinary
Shares at the Issue Price (referred to in this document as, the
"Placing Shares").
The Placing Price is at a discount of approximately 24.6% per
cent. to the closing middle market price of 0.15 pence per Existing
Ordinary Share on 28 October 2019 (being the last practicable date
before suspension of the Company's shares from trading on AIM).
The purpose of this document is to provide you with details of
the Placing, to explain the background to and the reasons for the
Placing and why the Directors recommend that Shareholders vote in
favour of the Resolutions to be proposed at the General Meeting. As
the Placing Price is below the nominal value of the Company's
Existing Ordinary Shares, the Company needs to effect the Share
Reorganisation to facilitate the Placing, and further details of
the Share Reorganisation are set out in paragraph 5 below. In
addition, the Company currently has insufficient authority to issue
the Placing Shares and is seeking Shareholder approval to give the
Directors the authority to allot the Placing Shares and to
dis-apply statutory pre-emption rights in respect thereof.
Furthermore, the Company proposes to issue 28,500,000 New
Ordinary Shares to Simon Buckingham, CEO, in satisfaction of
accrued director's fees amounting to GBP100,860 (the "Settlement
Shares"), as a result which, Simon Buckingham would be interested
in 44,618,650 New Ordinary Shares representing 11.43% of the
Company's Enlarged Share Capital. The issue of the Settlement
Shares would be a related party transaction under AIM Rule 13 and
accordingly the Directors independent of the transaction, being
Peter Tomlinson and Jonathan Bill, will, prior to the issue of
these shares liaise with the Company's Nominated Adviser, when
appointed, with a view to considering whether the terms are fair
and reasonable as far as Shareholders are concerned. A further
announcement will be made in this regard in due course.
The Placing and Share Reorganisation are each conditional, inter
alia, on the passing of the Resolutions by Shareholders at the
General Meeting, notice of which is set out at the end of this
document. If the Resolutions are passed, admission of the Placing
Shares to trading on AIM is expected to occur at 8.00 a.m. on 27
November 2019.
2. Background to and reasons for the Placing
As detailed in the Company's announcement of 30 September 2019,
Shareholders voted against the Company delisting from AIM and we
have been working to appoint new advisers to retain the Company's
AIM listing. As part of this process, the Company has identified a
near term requirement for additional funding. Furthermore, trading
at the Company's existing operations remains challenging with an
expected EBITDA loss for the three months to September 2019 of
GBP36,000.
Accordingly, the proposed Placing meets the requirement to
provide working capital for the Group whilst the issue of the
Settlement Shares will extinguish a significant amount of the
Group's indebtedness. In addition, to provide the Group with a
second, complementary revenue stream, the Company has today reached
agreement in principle with Krunchdata Ltd ("Krunch") whereby it
has agreed with Krunch to licence the Krunch platform as more
specifically detailed below. The Company currently has
approximately 2 billion 'data sets' accumulated over the last 15
years. It anticipates that it can utilise the Krunch platform to
monetise this data in the regions in which it operates, being
Argentina, India and Mexico.
Subject only to the finalisation of formal legal documentation,
the Company has agreed to a licence with Krunch on a revenue share
basis; specifically, in the initial 12 months the Company will
retain all incremental revenue generated by its partnership with
Krunch whilst paying Krunch the standard client set-up fees
recharged at cost and thereafter on an agreed split of revenue
basis.
About Krunch:
Krunch.ai is a business intelligence and insight platform that
has been developed over the last two years. Pulling together
cutting edge intelligence into a single place, so users can track
performance and discover real-time information, the platform
provides immediate data intelligence, insight & automation.
Krunch builds data stories for organisations enabling faster growth
through clearer information. The insight available from millions of
Mobile Streams data records will add both behavioural and credit
insights which the Board expects will provide companies with
powerful data driven intelligence for personalised targeting and
decision making. Clients currently using the Krunch platform
include Mortgages for Businesses, The Disasters & Emergency
Committee and Unite the Union.
As part of the agreement with Krunch, it is proposed that Mark
Epstein joins the Board as Chief Operating Officer and Tom
Gutteridge and Annabel Jamieson, co-founders of Krunch alongside
Mark, join the Company as part-time employees to assist with the
development of this new revenue stream.
Accordingly, the Directors intend to use the Placing proceeds to
support the proposed new venture with Krunch, to assist with growth
of the Company's current mobile gaming business, and to provide
working capital. The use of proceeds of the Placing are set out in
paragraph 6 below.
The Directors believe the Placing to be the most appropriate way
to provide the capital necessary to meet the Company's future
requirements. As at 5 November 2019, the Company held cash and cash
equivalents of approximately GBP63,000 (unaudited), and had
external debt of approximately GBP106,000.
The Placing is being conducted with the intention of minimising
the associated costs, both direct and in terms of limited
management time. Taking that into account, the Company has
reluctantly decided not to make an offer for subscription to the
Shareholders on this occasion.
3. Details of the Placing
3.1. Placing
As announced on 6 November 2019 the Company has conditionally
raised GBP250,000 before expenses through the Placing. Application
will be made to the London Stock Exchange for the New Ordinary
Shares, including the Placing Shares, to be admitted to trading on
AIM and, subject to approval of the Resolutions and appointment by
the Company of a Nominated Adviser pursuant to AIM Rule 1, it is
expected that Admission will become effective and that dealings in
the New Ordinary Shares, including the Placing Shares, will
commence on AIM at 8.00 a.m. on 27 November 2019. Assuming no
options are exercised prior to Admission, the Placing Shares will
represent approximately 56.7% of the ordinary share capital of the
Company in issue immediately following Admission.
In addition, it is proposed that 28,500,000 New Ordinary Shares
will be issued in satisfaction of accrued fees amounting to
GBP100,680 to Simon Buckingham, Chief Executive Officer.
Additionally, the Company will issue Peterhouse with broker
warrants over 5% of the number of Ordinary Shares issued in
relation to the Placing or any subsequent fundraising by
Peterhouse, exercisable at the relevant Placing Price and valid for
one year.
3.2. General
All Placing Shares will be issued credited as fully paid and
will rank pari passu in all respects with the Ordinary Shares in
issue from time to time, including the right to receive all
dividends and other distributions declared on or after the date on
which they are issued.
For details as to the expected date and times by which certain
events (e.g. Admission, the crediting of CREST accounts and the
dispatch of share certificates) are expected to happen in relation
to the Placing Shares and the Share Reorganisation, please refer to
the information on page 4 (Expected Timetable of Principal Events)
of this document.
4. Prospective Board and Senior Management Changes
Conditional on the approval of the Resolutions at the General
Meeting and completion of the proposed Placing and subject to and
following approval from the Company's prospective Nominated
Advisor, it is intended that Mark Epstein, Charles Goodfellow and
Nigel Burton will join the Board as Chief Operating Officer,
Non-Executive Director and Chairman respectively.
Charles Edouard Goodfellow
Charles Goodfellow has over 30 years' experience in the London
capital markets, having worked initially in equity sales and then
in corporate finance for various London investment banks and
corporate finance specialists. He specialises in assisting smaller
companies across a range of sectors in raising growth capital, as
well as targeting industry partners capable of taking strategic
stakes and control.
Nigel John Burton
Following over 14 years as an investment banker at leading City
institutions including UBS Warburg and Deutsche Bank, including as
the Managing Director responsible for the energy and utilities
industries, Nigel spent 15 years as Chief Financial Officer or
Chief Executive Officer of a number of private and public
companies. Nigel is currently a Non-Executive Director of AIM
listed companies Remote Monitored Systems plc, Digitalbox plc,
Regency Mines plc and Alexander Mining plc.
Mark Alexander Epstein, Chief Operating Officer
Mark is an experienced CEO, director, entrepreneur, expert in
marketing, communications, technology and mobile. Mark is the
co-founder of Krunch.ai a next generation insight and intelligence
platform, IgniteAMT a digital transformation company and IgniteCAP
an incubation and investment business. Mark also co-founded and was
CEO on its AIM listing of The People's Operator PLC, a cause-based
mobile phone network that had operations the UK and USA. Prior to
that Mark co-founded Mass1 which he grew into one of the UK's most
successful campaign agencies. He has also held numerous senior
management positions in his career.
Subject to the passing of each of the Resolutions, Jonathan Bill
will step down from the board while Peter Tomlinson will assume the
role of Non-Executive Director. Charles Goodfellow will be
appointed as Non-Executive Director and Nigel Burton will be
appointed as Chairman. Simon Buckingham will remain as Chief
Executive Officer.
Senior Management
Annabel Jamieson
Annabel Jamieson is a digital marketing and tech strategist with
over 25 years' experience working in the digital environment
driving transformation and growth, managing budgets in excess of
GBP25 million, latterly holding senior global exec positions within
publishing companies including DMGT and DeAgostini. Annabel is a
keynote speaker and has spoken at conferences across UK, Europe and
North America. She is a Co-founder and Director of IgniteAMT which
specialises in digital transformation services, as well as
IgniteCAP a private incubation and investment business.
Tom Gutteridge
Tom is a multiple award-winning technologist who has over 20
years' experience building ideas, products and businesses. As a
digital pioneer, he built his experience through creating
engagement technologies for brands such as Nokia, Pepsi, Vodafone,
Sony and Adobe and was voted one of Marketing Weeks Rising Stars.
He moved onto to pursue his own ventures, co-founding and listing
the world's first Ethical Mobile Phone Network, co-founding the UKs
largest digital voter registration project and co-founding multiple
digital agencies that work with clients such as Channel 4, WWF and
NHS.
The regulatory disclosures in respect of the appointment of
Nigel, Mark and Charles to the Board, as required by AIM Rule 17,
will be provided shortly before or on their appointment to the
Board.
5. Share Reorganisation
5.1. General
The nominal value of the Existing Ordinary Shares is currently
0.2 pence per share. As a matter of English law, the Company is
unable to issue the Placing Shares at an issue price which is below
their nominal value. It is therefore proposed to sub-divide the
entire existing share capital, both issued and to be issued,
consisting of 140,752,533 Ordinary Shares of 0.2 pence nominal
value each, into 140,752,533 Ordinary Shares of 0.01 pence nominal
value each and 140,752,533 Deferred Shares of 0.19 pence nominal
value each, thus enabling the Company to lawfully implement the
Placing at the Issue Price. As a result, the Company's articles of
association will be required to be updated to reflect the proposed
new share structure of the Company following the Share
Reorganisation.
Each New Ordinary Share resulting from the Share Reorganisation
will have the same rights (including voting and dividend rights and
rights on a return of capital) as each Existing Ordinary Share
except that they will have a nominal value of 0.01 pence each.
The Deferred Shares will, as their name suggests, have very
limited rights which are deferred to the Ordinary Shares and will
effectively carry no value as a result. Accordingly, the holders of
the Deferred Shares will not be entitled (unless they also hold
Ordinary Shares) to receive notice of, attend or vote at general
meetings of the Company, nor be entitled to receive any dividends
or any payment on a return of capital until at least GBP10,000,000
has been paid on each Ordinary Share. No application will be made
for the Deferred Shares to be admitted to trading on AIM.
The Company will also be given power to arrange for all the
Deferred Shares to be transferred to a custodian or to be purchased
for nominal consideration only without the prior sanction of the
holders of the Deferred Shares. No share certificates for the
Deferred Shares will be issued.
No new certificates for the Existing Ordinary Shares will be
dispatched if the Share Reorganisation becomes effective.
A request will be made to the London Stock Exchange to reflect
on AIM the sub-division of the Existing Ordinary Shares into New
Ordinary Shares of 0.01 pence each. Each Existing Ordinary Share
standing to the credit of a CREST account will be subdivided into
one New Ordinary Share of 0.01 pence and one Deferred Share of 0.19
pence at 6 p.m. on 26 November 2019.
Following the Share Reorganisation, the ISIN code for the
Ordinary Shares will remain unchanged.
5.2. Taxation
Any person who is in any doubt as to his tax position or who is
subject to tax in a jurisdiction other than the United Kingdom is
strongly recommended to consult his professional tax adviser
immediately.
6. Use of Proceeds
The Company is raising funds to:
i) fund the marketing and associated development costs of the Krunch joint venture;
ii) provide funds to increase the marketing budget for the
Company's existing mobile gaming business; and
iii) fund general working capital.
To make the most effective use of the proceeds, each of Nigel
Burton, Peter Tomlinson, Charles Goodfellow, Mark Epstein, Annabel
Jamieson and Tom Gutteridge have agreed to accept payment for their
services in New Ordinary Shares, subject to deduction and payment
of all necessary taxes, until such time as the Directors are
satisfied that the Company is able to make these payments out of
operating cashflow. These New Ordinary Shares will be issued at the
end of December and June on an accrued basis and at a price based
on the volume weighted average price ("VWAP") of the Ordinary
Shares traded during the relevant six month periods.
7. Nominated Adviser and Broker
Following the resignation of the Company's former Nominated
Adviser and Broker, N+1 Singer, trading in the Company's Ordinary
Shares on AIM was suspended under AIM Rule 1 on 28 October 2019.
The Company has arranged to appoint a replacement Nominated Adviser
subject inter alia to the passing of all Resolutions at the General
Meeting, such appointment to become effective following the General
Meeting. On this basis, it is expected that, should the Resolutions
be passed at the General Meeting, trading in the New Ordinary
Shares will commence on 27 November 2019.
In addition, the Company has today appointed Peterhouse Capital
as Broker with immediate effect.
8. Shareholder Approval
The Company is seeking Shareholder approval at the General
Meeting to:
(a) amend the articles of association of the company to reflect
the share structure of the Company following the Share
Reorganisation;
(b) effect the Share Reorganisation; and
(c) give the Directors the authority to allot New Ordinary
Shares up to an aggregate nominal value of GBP35,000 and to
dis-apply statutory pre-emption rights in respect thereof; and
(d) Appoint Mark Epstein, Charles Goodfellow and Nigel Burton as
directors of the Company.
In order to obtain the necessary Shareholder approval, a General
Meeting of the Company is to be held at which the Resolutions will
be proposed. Further information regarding the General Meeting is
set out in paragraph 9 below.
The Directors believe the Placing to be the most appropriate way
to provide the capital necessary to meet the Company's future
requirements. Should the Placing not proceed for any reason, the
Company would need to find alternative funding and face future
uncertainty. The Directors urge Shareholders to vote in favour of
the Resolutions set out in the Notice.
9. General Meeting
A notice convening the General Meeting to be held at the offices
of Peterhouse Capital Limited at 3rd Floor, 80 Cheapside, London,
EC2V 6EE, at 10.00 a.m. on 26 November 2019 is set out at the end
of this document.
10. Action to be taken by Shareholders
Whether or not you intend to be present at the meeting you are
requested to complete a proxy vote You will find enclosed with this
Document a Form of Proxy for use at the General Meeting. Whether or
not you propose to attend the General Meeting in person, you are
requested to complete and return the Form of Proxy to the
Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS99 6ZY, in accordance with the instructions printed
thereon as soon as possible but, in any event, to be received no
later than 10.00 a.m. on 22 November 2019. Completion and return of
a Form of Proxy will not preclude you from attending and voting at
the General Meeting in person if you so wish.
11. Recommendation
The Directors consider that the Placing will promote the success
of the Company for the benefit of its members as a whole.
Accordingly, the Directors unanimously recommend and strongly urge
Shareholders to vote in favour of the Resolutions at the General
Meeting as they intend to do in respect of their own beneficial
holdings of 45,702,062 Ordinary Shares representing approximately
12.22 per cent. of the Existing Ordinary Shares in issue as at the
last practicable date before publication of this document.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2019
Announcement of the General Meeting 6 November
Date of publication of this document 5 November
Date of posting of this document 8 November
Last date and time for receipt of Forms 10.00 a.m. 22 November
of Proxy
General Meeting 10.00 a.m. 26 November
Share Reorganisation effective 6.00 p.m. 26 November
Creation of the Deferred Shares 6.00 p.m. 26 November
Admission and commencement of dealings 8.00 a.m. 27 November
in Placing Shares (and Ordinary Shares
(post Share Reorganisation)) on AIM
CREST accounts credited with Placing 27 November
Shares in uncertificated form
No new share certificates will be issued in relation to the
Existing Ordinary Shares.
If any of the details contained in the timetable above should
change, the revised times and dates will be notified to
Shareholders by means of a Regulatory Information Service
announcement. All events listed in the above timetable following
the General Meeting are conditional on the passing of the
resolutions at the General Meeting.
References to time in this document and the Notice of General
Meeting are to Greenwich Mean Time.
KEY STATISTICS
Existing Ordinary Shares in issue as at the date of the Document 140,752,533
Par value of Existing Ordinary Shares 0.2 pence
Number of Ordinary Shares following the Share Reorganisation 140,752,533
Par value of the New Ordinary Shares following the Share Reorganisation 0.01 pence
Par value of the Deferred Shares following the Share Reorganisation 0.19 pence
New Ordinary Shares to be issued as part of the Placing 221,238,938
New Ordinary Shares to be issued for fees and in satisfaction of accrued liabilities in relation
to the Proposals 28,500,000
Enlarged Share Capital following the Placing and the Share Reorganisation 390,491,471
Placing Shares as a percentage of the Enlarged Share Capital 56.7 per cent.
Placing Price of the New Ordinary Shares 0.113 pence
Expected market capitalisation following the Share Reorganisation and Placing GBP441,256
Gross proceeds of the Placing GBP250,000
Notes:
The figures assume that no options are exercised prior to
Admission.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Act" the Companies Act 2006;
"Admission" the admission of the Placing Shares to trading
on AIM having become effective in accordance
with the AIM Rules;
---------------------------------------------------
"AIM" the AIM Market, a market operated by the
London Stock Exchange;
---------------------------------------------------
"AIM Rules" together, the rules published by the London
Stock Exchange governing the admission to,
and the operation of, AIM, consisting of
the AIM Rules for Companies (including the
guidance notes thereto) and the AIM Rules
for Nominated Advisers, published by the
London Stock Exchange from time-to-time;
---------------------------------------------------
"Articles" the articles of association of the Company
(as amended from time to time);
---------------------------------------------------
"Board" or "Directors" the board of directors of the Company, as
at the date of this document, whose names
are set out on page 8 of this document;
---------------------------------------------------
"Circular" or this document, including the Notice at the
"this Document" end of this document and the Form of Proxy;
---------------------------------------------------
"City Code" City Code on Takeover and Mergers;
---------------------------------------------------
"Company" or "Mobile Mobile Streams Plc, incorporated and registered
Streams Plc" in England & Wales under the Companies Act
1985, with registered number 03696108;
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"CREST" the relevant system for paperless settlement
of share transfers and the holding of shares
in uncertificated form, which is administered
by Euroclear UK & Ireland Limited;
---------------------------------------------------
"CREST Regulations" the Uncertificated Securities Regulations
2001 (S.I. 2001/3755), as amended from time
to time;
---------------------------------------------------
"Deferred Shares" deferred shares of 0.19 pence each in the
capital of the Company following the passing
of the Resolutions;
---------------------------------------------------
"Effective Time" 6.00 p.m. on 26 November 2019 (or, if the
General Meeting is adjourned, 6.00 p.m. on
the date of the adjourned General Meeting);
---------------------------------------------------
"Enlarged Share the 390,491,471 New Ordinary Shares in issue
Capital" following the Placing, Share Reorganisation
and issue of the Settlement Shares
---------------------------------------------------
"Existing Ordinary the 140,752,533 ordinary shares of 0.2 pence
Shares" each in issue at the date of this document;
---------------------------------------------------
"FCA" the Financial Conduct Authority, in its capacity
as the UK Listing Authority;
---------------------------------------------------
"Form of Proxy" the form of proxy for use by the Shareholders
in connection with the General Meeting
---------------------------------------------------
"General Meeting" the General Meeting of the Shareholders of
or "GM" the Company to be held at 10.00 a.m. on 26
November 2019 at the office of Peterhouse
Capital Limited at 3(rd) Floor, 80 Cheapside,
London, EC2V 6EE;
---------------------------------------------------
"Group" the Company together with its subsidiaries,
both directly and indirectly owned;
---------------------------------------------------
"Issue Price" 0.113 pence per Placing Share;
---------------------------------------------------
"London Stock London Stock Exchange plc;
Exchange"
---------------------------------------------------
"New Ordinary the ordinary shares of 0.01 pence each in
Shares" the capital of the Company upon the Share
Reorganisation becoming effective at the
Effective Time;
---------------------------------------------------
"Notice" the notice of the General Meeting, which
is set out at Part II of this document;
---------------------------------------------------
"Ordinary Shares" ordinary shares in the capital of the Company
having a nominal value of 0.2 pence each
prior to the Share Reorganisation becoming
effective at the Effective Time and having
a nominal value of 0.01 pence upon the Share
Reorganisation becoming effective at the
Effective Time;
---------------------------------------------------
"Placee" a subscriber for Placing Shares under the
Placing;
---------------------------------------------------
"Placing" the conditional placing of the Placing Shares
by Peterhouse with certain institutional
and other investors at the Issue Price;
---------------------------------------------------
"Placing Shares" the 221,238,938 New Ordinary Shares to be
issued pursuant to the Placing;
---------------------------------------------------
"Proposals" The Placing, the Share Reorganisation, the
appointment of Mark Epstein, Charles Goodfellow,
and Nigel Burton as directors of the Company,
and the adoption of the amended Articles;
---------------------------------------------------
"Registrars" Computershare Investor Services PLC;
---------------------------------------------------
"Resolutions" the resolutions to approve the Proposals,
which are set out in the Notice at the end
of this document;
---------------------------------------------------
"Settlement Shares" the 28,500,000 New Ordinary Shares to be
issued to Simon Buckingham, CEO, in satisfaction
of GBP100,860 of accrued director's fees;
---------------------------------------------------
"Share Reorganisation" the proposed subdivision of each Existing
Ordinary Share with a nominal value of 0.2
pence into one New Ordinary Share with a
nominal value of 0.01 pence and one Deferred
share with a nominal value of 0.19 pence,
further details of which are set out in paragraph
5 of the Letter from the Chairman in this
document;
---------------------------------------------------
"Shareholder(s)" holder(s) of the Ordinary Shares;
---------------------------------------------------
"United Kingdom" the United Kingdom of Great Britain and Northern
or "UK" Ireland; and
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"Uncertificated" recorded on the register of Ordinary Shares
or "in Uncertificated as being held in uncertificated form in CREST,
Form" entitlement to which by virtue of the CREST
Regulations, may be transferred by means
of CREST.
---------------------------------------------------
END.
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END
MSCCKPDBBBDBDDK
(END) Dow Jones Newswires
November 06, 2019 02:00 ET (07:00 GMT)
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