Belgravium Technologies PLC Result of AGM and GM (1274Z)
24 Mayo 2016 - 4:25AM
UK Regulatory
TIDMBVM
RNS Number : 1274Z
Belgravium Technologies PLC
24 May 2016
24 May 2016
BELGRAVIUM TECHNOLOGIES PLC
(AIM: BVM)
Result of AGM and GM
Belgravium Technologies, the provider of mobile on-board retail
solutions, announces that all the resolutions proposed at its AGM
held today were duly passed. In addition at the General Meeting
which followed the AGM, all the resolutions proposed, including
resolutions in relation to the Capital Reorganisation, the Capital
Reduction, the Change of Name and an amendment to the Articles of
Association (together the "Proposals"), details of which were set
out in a Circular to shareholders dated 28 April 2016, were
passed.
Capital Reorganisation and New Ordinary Shares
Immediately following the GM, 3,453 Existing Ordinary Shares
were issued at a price of 5 pence per share to ensure that as part
of the Capital Reorganisation an exact whole number of New
Consolidated Shares will be issued. At the Capital Reorganisation
Record Date, the 100,940,000 Existing Ordinary Shares will be
consolidated into New Consolidated Ordinary Shares each 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. Immediately following the Capital Reorganisation, the
Company's issued share capital will comprise 6,308,750 Ordinary
Shares of 5p each and 94,631,250 Deferred Shares of 5p each.
Application has been made for the 6,308,750 New Ordinary Shares
to be admitted to trading on AIM. Dealings are expected to commence
on 25 May 2016. The New Ordinary Shares will trade under the ISIN:
GB00BD9YDB55 and SEDOL: BD9YDB55.
Existing share certificates will cease to be valid following the
Capital Reorganisation. New share certificates in respect of the
New Ordinary Shares are expected to be issued on or around 1 June
2016. A CREST Shareholder will have their CREST account credited
with their New Ordinary Shares following Admission.
In accordance with the provisions of the Disclosure and
Transparency Rules of the Financial Conduct Authority, the Company
confirms that, following the Capital Reorganisation, its issued
share capital will comprise 6,308,750 Ordinary Shares of 5p each
and 94,631,250 Deferred Shares of 5p each. All of the Ordinary
Shares have equal voting rights and none of the Ordinary Shares are
held in Treasury. The total number of voting rights in the Company
is therefore 6,308,750. This figure may be used by shareholders as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the share capital of the Company under the
Disclosure and Transparency Rules.
Capital Reduction
Having been approved by Shareholders, it is anticipated that the
first Court hearing in relation to the Capital Reduction will take
place on 31 May 2016, with the final hearing taking place on 8 July
2016 and the Capital Reduction becoming effective on 9 July 2016
following the registration of the Court Order at Companies
House.
Change of Name and Website Address
Shareholders have approved the change of Company name to:
Touchstar plc
The change of name will be effective once Companies House has
issued a certificate of incorporation on change of name. This is
expected to occur on or around 24 May 2016. The tradable instrument
display mnemonic ("TIDM") of the Company is expected to change to
TST with effect from 7 a.m. on 25 May 2016.
Following the change of name the Company's website address will
be www.touchstarplc.com
The expected timetable for implementation of the Proposals is as
follows:
Consolidation Record Date 6.00 p.m. on 24
May 2016
Admission of New Ordinary Shares 25 May 2016
Commencement of dealings in New 25 May 2016
Ordinary Shares
CREST accounts credited with New 25 May 2016
Ordinary Shares
First Court hearing 31 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
July 2016
Court hearing to confirm the Capital 8 July 2016
Reduction
Registration of Court Order and 9 July 2016
effective date of Capital Reduction
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
Notes:
(1) Each of the times and dates set out in the above timetable
and mentioned in this announcement is subject to change by the
Company, in which event details of the new times and dates will be
notified by an appropriate announcement to a Regulatory Information
Service
(2) References to times in this announcement are to London time
unless otherwise stated
(3) The events in the above timetable in relation to the Capital
Reduction are conditional upon: (i) approval of the Capital
Reductions by the High Court; and (ii) registration of the Court of
Session confirming the Capital Reduction with the UK Registrar of
Companies
(4) Capitalised terms have the definitions used in the
announcement and Circular dated 28 April 2016
This information is provided by RNS
The company news service from the London Stock Exchange
END
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