TIDMBVM
RNS Number : 5641W
Belgravium Technologies PLC
28 April 2016
28 April 2016
BELGRAVIUM TECHNOLOGIES PLC
(AIM: BVM)
Notice of General Meeting
Belgravium Technologies plc ("Belgravium" or the "Company"),
suppliers of mobile data computing solutions and managed services
to a variety of industrial sectors, announces that its Notice of
AGM and Annual Report and Accounts for the year ended 31 December
2015 are being sent to shareholders today. In addition, the Company
is also posting a circular and notice of a general meeting convened
to approve, inter alia, a proposed capital reorganisation, change
of name and capital reduction (the "Circular"). All capitalised
terms in this announcement are as defined in the Circular which in
addition to the Notice of GM and other relevant documents, will be
available on the Company's website,
www.belgravium-technologies.com.
Background to and reasons for the Capital Reorganisation
The Company's share price has been below the nominal value of
its Existing Ordinary Shares for some time. Company law prohibits
companies from issuing new shares at less than the nominal value,
therefore at present the Company is restricted as to how it can use
its shares: for example, it would currently be unable to raise new
share capital from investors.
At close of business on 25 April 2016, the latest practical date
prior to publication of the Circular, the Company had 921
Shareholders of which 330 had shareholdings of less than 4,000
shares. These 330 Shareholders account for 35.8 per cent. of the
Shareholders by number, but represent only 0.47 per cent. of the
total number of Existing Ordinary Shares.
At the closing bid price of 3.50 pence on 25 April 2016, the
latest practical date prior to the publication of the Circular, the
market value of 4,000 shares was GBP140. The Directors consider
that should a Shareholder with 4,000 shares or less choose to sell
their shares, the proceeds may be significantly reduced by the
dealing costs of selling. Therefore the Directors recognise that
for small Shareholders it may be uneconomic for them to dispose of
their shares. The Capital Reorganisation will allow small
Shareholders to realise value for their shares free of dealing
costs.
Another benefit of the Capital Reorganisation is it will allow
the Company to reduce certain costs associated with maintaining a
large shareholder register in particular printing, postage and
registrars' costs.
For the reasons set out above, the Directors are proposing to
reorganise the Company's share capital on the terms set out
below.
Capital Reorganisation
Under the Capital Reorganisation, the Existing Ordinary Shares
will be consolidated into New Consolidated Ordinary Shares on the
basis of one New Consolidated Ordinary Share for each 4,000
Existing Ordinary Shares. Each New Consolidated Ordinary Share will
then be sub-divided into 250 New Ordinary Shares and 3,750 Deferred
Shares.
Most Shareholders will not hold at the Consolidation Record Date
a number of Existing Ordinary Shares that is exactly divisible by
the consolidation ratio. The result of the Consolidation, if
approved, will be that such Shareholders will be left with a
fractional entitlement to a resulting New Ordinary Share. Any such
fractions as a result of the Consolidation will be aggregated and,
following the Sub-division, the Directors will, in accordance with
the Articles sell the aggregated shares in the market for the
benefit of the relevant Shareholders. Shareholders should note that
Chelverton Asset Management and Ian Martin have all indicated a
willingness to acquire these shares.
The proceeds from the sale of the fractional entitlements shall
be distributed pro rata amongst the relevant Shareholders save that
where a Shareholder is entitled to an amount which is less than
GBP5 it will (in accordance with the Articles) not be distributed
to such Shareholder but will be donated by the Company to the
Teenage Cancer Trust Charity.
One consequence of the Capital Reorganisation is that
Shareholders holding less than 4,000 Existing Ordinary Shares will
receive no New Ordinary Shares.
Shareholders holding 4,000 Existing Ordinary Shares will receive
250 New Ordinary Shares and 3,750 Deferred Shares.
The rights attaching to the New Ordinary Shares will be
identical in all respects to those of the Existing Ordinary
Shares.
The Deferred Shares will have no voting rights and will not
carry any entitlement to attend general meetings of the Company.
They will carry only the right to participate in any return of
capital to the extent of the amount paid up or credited as paid up
on each Deferred Share but only after the holder of each New
Ordinary Share has received in aggregate capital repayments
totalling GBP10,000,000 per New Ordinary Share.
Accordingly, the Deferred Shares will, for all practical
purposes, be valueless and it is the Board's intention, as part of
the Capital Reduction, to cancel the Deferred Shares.
Existing share certificates will cease to be valid following the
Capital Reorganisation. New share certificates in respect of the
New Ordinary Shares will be issued on or around 1 June 2016. No
certificates will be issued in respect of the Deferred Shares, nor
will CREST accounts of Shareholders be credited in respect of any
entitlement to the Deferred Shares. No application will be made for
the Deferred Shares to be admitted to trading on AIM or any other
investment exchange.
A CREST Shareholder will have their CREST account credited with
their New Ordinary Shares following their Admission, which is
expected to be on 25 May 2016.
The notice of GM contains resolutions to give effect to the
proposed Capital Reorganisation. The Capital Reorganisation is
conditional upon the approval of the Shareholders at the GM as
required by the Companies Act 2006 and the Articles.
Change of name
To reflect the new direction and reinforce the new branding of
the operating companies the Board is proposing to change the name
of the Company. Therefore a resolution will be put to the General
Meeting to change the Company's name to:
Touchstar plc
Under the Companies Act 2006 and the Company's Articles of
Association, a change of name requires the passing of a special
resolution of Shareholders at a general meeting.
The tradeable instrument display mnemonic ("TIDM") of the
Company is expected to change to TST effective from 7.00 a.m. on 25
May 2016.
Capital Reduction
In the year ended 31 December 2015 the Company reported retained
losses of GBP6.339 million, of which GBP6 million resulted from a
write down of goodwill. As a consequence of this, as at 31 December
2015 the Company had a negative accumulated profit and loss reserve
account balance of GBP3.148 million. This means the Company has
negative distributable reserves and is prohibited from, amongst
other things, paying a dividend.
To rectify this situation the Company is proposing to undertake
a capital reduction which will enable future profits of the Company
earned after the date on which the Capital Reduction takes effect
to be available for the Directors to use for the purposes of paying
dividends (should circumstances in the future make it desirable to
do so). The Capital Reduction will be conditional on Shareholders'
approval, being sought at the GM and subsequently on Court
approval; an application will be made to the Court in order to
confirm and approve the Capital Reduction.
The Capital Reduction will involve the cancellation of the
amount standing to the credit of the Company's share premium
account, the cancellation of the amount standing to the credit of
the Company's capital redemption reserve and the cancellation of
the Deferred Shares created as part of the Capital Reorganisation.
The Capital Reduction itself will not involve any distribution or
repayment of capital or share premium by the Company and will not
reduce the underlying net assets of the Company
The cancellations, if approved by the Court, will create
realised profits sufficient to eliminate the accrued deficit on the
Company's profit and loss account. In seeking this approval, the
Company will be required to give such undertakings or other form of
creditor protection as the Court may require for the benefit of the
Company's creditors at the date on which the Capital Reduction
becomes effective.
It is anticipated that the initial directions hearing in
relation to the Capital Reduction will take place on 25 May 2016,
with the final hearing taking place on 8 June 2016 and the Capital
Reduction becoming effective on 9 June 2016 following the
registration of the Court Order at Companies House.
The notice of GM contains resolutions to give effect to the
proposed Capital Reduction. The Capital Reduction is conditional
upon the approval of the Shareholders at the GM and the approval of
the Court.
The Directors reserve the right to abandon or discontinue (in
whole or in part) the application to the Court in the event that
the Directors consider that the terms on which the Capital
Reduction would be (or would likely to be) confirmed by the Court
would not be in the best interests of the Company and/or the
Shareholders as a whole.
(MORE TO FOLLOW) Dow Jones Newswires
April 28, 2016 02:00 ET (06:00 GMT)
Expected timetable of principal events and ISIN/SEDOL
numbers
Despatch of the Circular 28 April 2016
Latest time and date for receipt 9.45 a.m. on
of Forms of proxy 20 May 2016
Annual General Meeting 9.30 a.m. on
24 May 2016
General Meeting 9.45 a.m. on
24 May 2016
Consolidation Record Date 6.00 p.m. on
24 May 2016
Admission of New Ordinary Shares 25 May 2016
Commencement of dealings in 25 May 2016
New Ordinary Shares
CREST accounts credited with 25 May 2016
New Ordinary Shares
Court directions hearing 25 May 2016
Despatch of definitive certificates 1 June 2016
for New Ordinary Shares in
certificated form
Capital Reduction Record Date 6.00 p.m. on
7 June 2016
Court hearing to confirm the 8 June 2016
Capital Reduction
Registration of Court Order 9 June 2016
and effective date of Capital
Reduction
ISIN number for the New Ordinary GB00BD9YDB55
Shares
SEDOL number for the New BD9YDB55
Ordinary Shares
General Meeting
The General Meeting will be held on Tuesday 24 May 2016 at 9.45
a.m., or as soon thereafter as the AGM convened for 9.30 a.m. on
that day has concluded, at the offices of TouchStar Technologies
Limited, 7 Commerce Way, Trafford Park, Manchester M17 1HW.
Contacts:
Belgravium Technologies www.belgravium-technologies.com
Plc
Ian Martin, Executive Chairman +44 (0) 7968 184923
Mark Hardy, Group Managing
Director +44 (0) 1274 741860
WH Ireland Limited (Nominated www.wh-ireland.co.uk
Adviser and Broker)
Mike Coe / Ed Allsopp +44 (0) 117 945 3470
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
April 28, 2016 02:00 ET (06:00 GMT)
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