TIDMIFM
RNS Number : 7140H
Intandem Films PLC
18 March 2015
INTANDEM FILMS PLC
("Intandem" or the "Company")
NOTICE OF 2015 ANNUAL GENERAL MEETING
PROPOSED CAPITAL REORGANISATION
PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF ASSOCIATION
EXPECTED CANCELLATION OF ADMISSION TO TRADING ON AIM, AND
CVA
Intandem Films plc (AIM: IFM), the London based international
film group, has posted a circular to shareholders convening an
annual general meeting to be held at held at the offices of FinnCap
Limited, 60 New Broad Street, London EC2M 1JJ on 9 April 2015 at
11:30am.
The Notice of Annual General Meeting is accompanied by a member
advice letter which includes details of a Shareholders' CVA Meeting
to be held at the offices of BM Advisory, 82 St John Street,
London, EC1M 4JN on 9 April 2015 at 10:00am, being the same day as,
but prior to, the forthcoming AGM. In addition, the director of JJ
Distribution Ltd and Manifest Film Sales Ltd, being wholly owned
subsidiaries of the Company, has commenced liquidation proceedings
for both subsidiaries.
The circular and the member advice letter is available from
Intandem's new website, http://intandemfilmsplc.com. Defined terms
used in this announcement are the same as those defined in the
circular unless the context requires otherwise.
The Company's shares remain suspended from trading on AIM.
Contacts:
Intandem Films plc
Tim Crowley, Chief Executive Officer +44 (0)7770 990 424
finnCap +44 (0)20 7220 0500
Ed Frisby - Corporate Finance
Stephen Norcross - Corporate Broking
DEFINITIONS
"Act" the Companies Act 2006;
"AIM" a market of that name
operated by the London
Stock Exchange;
"Amended Articles" the amended articles
of association of the
Company proposed to be
adopted at the AGM, containing
the changes summarised
under the section headed
"Amendment to the Articles"
at page 8 of this document;
"Annual General Meeting" the annual general meeting
or "AGM" (and any adjournment
of that meeting) of the
Company to be held at
the offices of FinnCap
Limited, 60 New Broad
Street, London EC2M 1JJ
at 11:30am on 9 April
2015 and convened by
the notice which is set
out at the end of this
document;
"Articles" or "Articles the current articles
of Association" of association of the
Company;
"Board" the board of Directors
of the Company;
"Consolidation Shares" following the Share Consolidation
as part of the Share
Capital Reorganisation,
ordinary shares of 10p
each in the Company;
"Creditors Meeting" a meeting of creditors
convened pursuant to
the CVA;
"CVA" the Company Voluntary
Arrangement, pursuant
to Part 1 of the Insolvency
Act 1986, of the Company,
further details of which
are set out in the member
advice letter accompanying
this document;
"Company" or " Intandem" Intandem Films plc, registered
number 05360907 and having
its registered office
at Riverbank House, 2
Swan Lane, London, EC4
3TT;
"CREST" the relevant system (as
defined in the CREST
Regulations) for paperless
settlement of share transfers
and holding shares in
uncertificated form which
is administered by Euroclear;
"CREST Regulations" the uncertificated securities
regulations 2001 of the
UK (SI 2001/3755) (as
amended);
"Deferred Shares" deferred shares of 9.9p
each in the Company;
"Directors" the directors of the
Company whose names are
set out on page 3 of
this document;
"Euroclear" Euroclear UK & Ireland
Limited, a company incorporated
under the laws of England
and Wales;
"Form of Proxy" the form of proxy accompanying
this document for use
by Shareholders at the
Annual General Meeting;
"Group" Intandem and its two
wholly owned subsidiaries
JJ Distribution Ltd and
Manifest Film Sales Ltd;
"London Stock Exchange" London Stock Exchange
plc;
"New Ordinary Shares" new ordinary shares in
the capital of the Company
each with a nominal value
of 0.1p each in the Company
following the Share Capital
Reorganisation;
"Notice of Annual General the notice of the Annual
Meeting" General Meeting set out
at the end of this document;
"Ordinary Shares" 458,801,978 existing
ordinary shares of 0.1p
each in the Company;
"Resolutions" together the ordinary
resolutions and the special
resolutions to be proposed
at the Annual General
Meeting;
"Share Capital Reorganisation" the proposed share capital
reorganisation to be
effected by the consolidation
of every 100 Ordinary
Shares into one Consolidation
Share followed by a sub-division
of each Consolidation
Share into one New Ordinary
Share and one Deferred
Share;
"Share Capital Reorganisation 9 April 2015;
Record Date"
"Shareholders" the persons who are registered
as holders of Ordinary
Shares from time to time;
"Share Consolidation" the consolidation of
Ordinary Shares into
Consolidation Shares
as part of the Share
Capital Reorganisation;
"Shareholders' CVA Meeting" a meeting of the Shareholders,
called pursuant to section
3 of the Insolvency Act
1986 to consider the
CVA, to be convened immediately
following a Creditors'
Meeting; and
"uncertificated form" recorded on the register
of Ordinary Shares as
being held in uncertificated
form in CREST, entitlement
to which, by virtue of
the CREST Regulations,
may be transferred by
means of CREST.
KEY STATISTICS
Current ISIN GB00B0727R49
ISIN for New Ordinary Shares following the Capital Reorganisation GB00BW38W972
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Posting of circular 17 March 2015
Expected cancellation of admission to trading on AIM of Ordinary Shares 7:00am on 23 March 2015
Latest time and date for receipt of Forms of Proxy 11:30am on 7
April 2015
Annual General Meeting 11:30am on 9 April 2015
Share Capital Reorganisation Record Date 9 April 2015
CREST accounts credited with New Ordinary Shares 10 April 2015
Posting of new share certificates for New Ordinary Shares 24 April 2015
Letter from the Chief Executive Officer
Intandem Films plc
(Incorporated and registered in England & Wales with
Registered No. 05360907)
Directors: Registered Office:
Timothy Crowley (Chief Executive Riverbank House
Officer) 2 Swan Lane
Edward Guy Meyer (Non-Executive London
Director) EC4 3TT
17 March2015
Dear Shareholder,
Notice of 2015 Annual General Meeting
Proposed Capital Reorganisation
Proposed amendment to the Company's Articles of Association
Expected cancellation of admission to trading on AIM
1. Introduction and background
Following my and Edward Guy Meyer's appointment last month, we
have had the opportunity of reviewing the state of the Group. It
has become clear to us that the existing operations no longer form
the basis of a sustainable business for a public company and, as a
consequence, there is no realistic chance of attracting the
necessary capital to refinance the existing Group.
Accordingly, we have decided that the way in which some value
may be reclaimed for Shareholders is to arrange for the existing
operating subsidiaries to be placed into liquidation, so as to
protect the Company from further losses, and to arrange financing
to implement a CVA in the Company and raise sufficient funds for
the Company to consider new opportunities.
Sadly, it will not be possible to achieve all this before the
scheduled cancellation of the Company's quotation on AIM. However
it is hoped that if a suitable business can be acquired, we can
then seek to bring the Company back to AIM sometime in the not too
distant future in order to provide some ongoing value for
Shareholders.
To implement these plans we require sufficient flexibility and
thus the proposed CVA to be proposed by the Directors on behalf of
the Company and the liquidation of the existing wholly owned
operating subsidiaries being JJ Distribution Ltd and Manifest Film
Sales Ltd.
This document which includes the Notice of Annual General
Meeting is accompanied by a member advice letter which includes a
website and password to view and download details of the
Shareholders' CVA Meeting, together with the appropriate
enclosures, that sets out the background to, terms of, and reasons
for the CVA to be proposed by the Directors on behalf of the
Company.
As permitted under section 246B, and rules 12A.12 and 12A.13, of
the Insolvency Act 1985, in connection to the proposed CVA the
following documents have been made available online for viewing and
downloading:
1. a proposal for a CVA, incorporating the Directors statement
of the Company's affairs, a list of creditors and an estimated
outcome statement;
2. Nominee's report on the proposal;
3. a statement of voting rights under the legislation;
4. a form of proxy;
5. a proof of debt; and
6. formal notice of a general meeting setting out details of the
Shareholders' CVA Meeting to be held at the offices of BM Advisory,
82 St John Street, London, EC1M 4JN on 9 April 2015 at 10:00am,
being the same day as, but prior to, the forthcoming AGM.
In addition, you are advised that the director of JJ
Distribution Ltd and Manifest Film Sales Ltd, being wholly owned
subsidiaries of the Company, has commenced liquidation proceedings
for both subsidiaries. Meetings of the shareholders and creditors
will shortly be convened for the purpose of appointing a
liquidator.
2. Expected cancellation of trading on AIM of the Ordinary Shares
As previously announced, Intandem's Ordinary Shares were
suspended from trading at 1:00pm on 22 September 2014. It is
expected that, as a result of such suspension, Intandem's admission
to AIM will be cancelled at 7:00am on 23 March 2015, such date
being prior to the AGM.
3. AGM business
By way of an explanation of the business to be put before the
meeting, both ordinary and special, the proposed resolutions are as
follows (Resolutions 1 to 6 and 8 being ordinary resolutions and
Resolutions 7, 9, 10 and 11 being special resolutions).
Ordinary business
Resolution 1: To receive and adopt the audited report and
accounts of the Company for the year ended 30 June 2014.
Resolution 2: To re-appoint Shipleys LLP as the Company's
auditors. The Company is required to appoint an auditor at each
Annual General Meeting at which accounts are laid before
Shareholders, to hold office until the next such meeting. The
Resolution proposes that Shipleys LLP be re-appointed as auditor
for the current year and that the Directors be authorised to set
their fees.
Resolution 3: This is to elect Mr. Edward Guy Meyer as a
Director of the Company, who was appointed as a Director by the
Board under the Articles, at the AGM. Under the Articles of
Association of the Company the Directors are required to put
themselves up for election following their appointment by the
Board. As Mr. Edward Guy Meyer was appointed by the Board this
year, he will retire at the AGM and put himself up for election at
the AGM.
Resolution 4: This is to elect Mr. Timothy Crowley as a Director
of the Company, who was appointed as a Director by the Board under
the Articles, at the AGM. Under the Articles of Association of the
Company the Directors are required to put themselves up for
election following their appointment by the Board. As Mr. Timothy
Crowley was appointed by the Board this year, he will retire at the
AGM and put himself up for election at the AGM.
Resolution 5: As part of the Share Capital Reorganisation, to
subdivide each Consolidation Share into one New Ordinary Share and
one Deferred Share.
Resolution 6: To grant the Directors power to issue and allot
shares and grant rights to subscribe for shares. This Resolution
grants the Directors authority to allot shares in the capital of
the Company and other relevant securities up to an aggregate
nominal value of GBP400,000 representing approximately 87.2% of the
nominal value of the issued Ordinary Share capital of the Company
as at 16 March 2015, being the last practical date prior to the
publication of this notice.
The Directors consider it desirable that the specified amount of
unissued share capital is available for issue so that they can more
readily take advantage of possible opportunities should they arise.
Unless revoked, varied or extended, this authority will expire at
the earlier of 15 months from the passing of Resolution 6 or the
conclusion of the next AGM of the Company.
Special business
Resolution 7 : To authorise the Directors in certain
circumstances to issue and allot equity securities for cash other
than in accordance with statutory pre-emption rights (which require
a company to offer all allotments for cash first to existing
shareholders in proportion to their holdings). The relevant
circumstances are where the allotment takes place in connection
with (i) an open offer or rights issue; or (ii) the allotment of
shares on such terms and to such persons as the Board may determine
up to an aggregate nominal amount not exceeding GBP400,000 (being
400,000,000 New Ordinary Shares). Any allotment is limited to a
maximum nominal amount of GBP400,000 representing approximately
87.2% of the nominal value of the issued Ordinary Share capital of
the Company as at 16 March 2015, being the last practical date
prior to the publication of this notice. Unless revoked, varied or
extended, this authority will expire at the earlier of 15 months
from passing Resolution 7 or the conclusion of the next AGM of the
Company.
Resolution 8: The Board believes that, as part of the proposed
Share Capital Reorganisation, the existing Ordinary Share capital
of the Company should be consolidated as this will result in a more
appropriate number of shares being in issue for an AIM company of
Intandem's size, with a consequent saving in administrative costs.
The Share Capital Reorganisation may also help to make the
Company's ordinary shares more attractive to investors and may
result in a narrowing of the bid/offer spread, thereby improving
liquidity. Accordingly, the Board has resolved to seek Shareholder
approval for a consolidation of the Company's Ordinary Shares, as
part of the proposed Share Capital Reorganisation, whereby every
100 Ordinary Shares in issue will be consolidated into 1
Consolidation Share.
Resolution 9: To permit the Company to convey, send or supply
all types of notices, documents or information electronically.
Resolution 10: To amend the Company's Articles so that the
Company may change its name by ordinary resolution or by a majority
decision of the Board.
Resolution 11: To amend the Company's Articles in order to
create Deferred Shares having the rights set out below under the
heading "Share Capital Reorganisation".
4. Share Capital Reorganisation
Under the Share Capital Reorganisation, every 100 Ordinary
Shares on the Share Capital Reorganisation Record Date will be
consolidated into 1 ordinary share of 10p each in the Company
(Consolidation Share) and then each such Consolidation Share will
be sub-divided into one new ordinary share of 0.1p (New Ordinary
Share) and one deferred share of 9.9p (Deferred Share).
The New Ordinary Shares will rank parri passu in all respects
with the existing Ordinary Shares, including having the same rights
to voting and dividends and return on capital.
The Deferred Shares carry minimal rights thereby rendering them
effectively valueless. The rights attaching to the Deferred Shares
can be summarised as follows:
(i) the holders thereof do not have any right to participate in
the profits or income or reserves of the Company;
(ii) on a return of capital on a winding up the holders thereof
will only be entitled to an amount equal to the nominal value of
the Deferred Shares but only after the holders of New Ordinary
Shares have received GBP10,000,000 in respect of each New Ordinary
Share;
(iii) the holders thereof have no right to receive notice of or
attend or vote at any general meeting of the Company; and
(iv) the Company may acquire the Deferred Shares for a nominal consideration at any time.
No application will be made to the London Stock Exchange for the
Deferred Shares to be admitted to trading on AIM or any other stock
exchange. No share certificates will be issued for any Deferred
Shares. There are no immediate plans to purchase or to cancel the
Deferred Shares, although the Directors propose to keep the
situation under review.
As regards the proposed Share Consolidation as part of the
overall Share Capital Reorganisation, Shareholders holding fewer
than 100 Ordinary Shares on the Share Consolidation Record Date
will not be entitled to receive any New Ordinary Shares or Deferred
Shares as a consequence of the proposed Share Consolidation and
with effect from the Share Capital Reorganisation Record Date will
cease to be Shareholders. The Share Capital Reorganisation, if
approved by Shareholders, will be effected at close of business on
9 April 2015.
As a consequence of the Share Capital Reorganisation, each
Shareholder's holding of New Ordinary Shares and Deferred Shares
will (ignoring fractional entitlements) immediately following the
Share Capital Reorganisation becoming effective be one hundredth of
the number of Ordinary Shares held by them on the Share Capital
Reorganisation Record Date. Accordingly, any Shareholder holding
fewer than 100 existing Ordinary Shares on the Share Capital
Reorganisation Record Date will not be entitled to receive any New
Ordinary Shares or Deferred Shares. Each Shareholder who holds 100
or more Ordinary Shares will be issued with New Ordinary Shares and
Deferred Shares on the basis set out above. Such Shareholder's
proportionate interest in the Company's issued ordinary share
capital will remain unchanged (ignoring fractional entitlements) as
a result of the proposed Share Capital Reorganisation.
If the Share Capital Reorganisation is approved by Shareholders
at the AGM, it is expected that the New Ordinary Shares will be
issued with ISIN GB00BW38W972 at 8.00 a.m. on 10 April 2015.
New share certificates in relation to the New Ordinary Shares
will be dispatched to Shareholders who hold their Ordinary Shares
in certificated form by 24 April 2015. The new share certificates
will be sent by pre-paid first class post, at the risk of the
relevant holder of New Ordinary Shares, to the registered address
of that holder or, in the case of joint holders, to the one whose
name appears first in the register of members. On receipt of the
new share certificates all Ordinary Share certificates previously
issued will no longer be valid and should be destroyed. Until a
holder of certificated Ordinary Shares receives a new share
certificate, transfers of certificated Ordinary Shares will be
certified against the register of members.
Shareholders who hold their entitlement in uncertificated form
through CREST will have their CREST accounts adjusted to reflect
their entitlement to New Ordinary Shares.
Fractional entitlements
Holders of fewer than 100 Ordinary Shares at the Share Capital
Reorganisation Record Date will not be entitled to receive a New
Ordinary Share or Deferred Share following the Share Capital
Reorganisation and will therefore no longer be Shareholders of the
Company.
Shareholders with a holding in excess of 100 Ordinary Shares at
the Share Capital Reorganisation Record Date, but which is not
exactly divisible by 100, will have their holding of New Ordinary
Shares and Deferred Shares rounded down to the nearest whole number
of New Ordinary Shares and Deferred Shares following the Share
Capital Reorganisation. Such Shareholders will also be entitled to
a fractional entitlement to a New Ordinary Share but not a Deferred
Share.
Any fractional entitlements to New Ordinary Shares arising on
the Share Capital Reorganisation will be aggregated and sold in the
market on behalf of the Shareholders entitled to the fractions. If
the net proceeds of sale are three pounds (GBP3.00) or more in
respect of any entitled Shareholder, then such proceeds of sale
will be paid to the relevant Shareholder. If such net proceeds
amount to less than three pounds (GBP3.00) for any entitled
Shareholder, they will be retained by the Company as the Company is
entitled to do under the Articles. The value of any Shareholder's
fractional entitlement will not exceed the value of one New
Ordinary Share.
5. Electronic and web communications
Your Board is seeking Shareholder approval under Resolution 9 in
order to extend the powers the Company currently has set out in its
Articles for communicating with Shareholders electronically, by
taking advantage (if it decides to do so) of provisions in the Act.
Resolution 9 will allow the Company to use website communication as
the default position, without sending documents to Shareholders.
The Company will be able to ask Shareholders for their consent to
receive communications from the Company via its website, or to
elect to receive communications either electronically or in hard
copy, as is currently the case. If a Shareholder has not responded
within 28 days of a request by the Company, the Company may take
that as consent to receive communications via its website. Where a
Shareholder receives communications via the Company's website, in
this way, he or she will be sent a letter notifying them of the
documents on the website, and of the right to receive a hard copy
of the documents free of charge. The Company will continue to
communicate with Shareholders by e-mail, where they have agreed to
this, notifying them of the documents on the website, and of the
right to receive a hard copy of the documents free of charge. The
Company expects to save considerable printing and postage costs if
it decides to use the powers granted by Resolution 9.
6. Amendment to the Articles
Currently, the Company can only change its name by special
resolution. Under the Act, a company may change its name by other
means provided for by its articles of association.
To take advantage of this provision, your Board is taking this
opportunity to ask Shareholders to approve an amendment to the
Articles so that under the Amended Articles the Company may change
its name by ordinary resolution or by a majority decision of the
Board.
The Amended Articles showing the changes to the Articles are
available for inspection at the registered office of the Company
during normal business hours on any weekday (excluding public
holidays) and for at least 15 minutes prior to, and during, the
Company's Annual General Meeting.
The proposed Share Capital Reorganisation will also require the
Articles to be amended to create Deferred Shares with the rights
summarised above under the heading "Share Capital
Reorganisation".
Action to be taken in respect of the Annual General Meeting by
Shareholders
Set out at the end of this document is the notice convening the
Annual General Meeting of the Shareholders to be held at the
offices of FinnCap Limited, 60 New Broad Street, London EC2M 1JJ on
9 April 2015 at 11:30am, at which the Resolutions will be
proposed.
A Form of Proxy for use, at the Annual General Meeting, by
Shareholders is enclosed with this document.
Whether or not you intend to attend and participate at the
Annual General Meeting, the Form of Proxy should be completed and
signed in accordance with the instructions on it and in accordance
with the Articles (including any ancillary documentation and
evidence as may be required by the Articles) and returned to the
Company's registrars, Share Registrars Ltd, Suite E, First Floor, 9
Lion and Lamb Yard, Farnham, Surrey, GU9 7LL as soon as possible,
but in any event so as to be received not later than 11:30am on 7
April 2015.
The completion and return of the Form of Proxy will not preclude
you from attending the Annual General Meeting and voting in person
should you so wish.
7. Recommendation
The Directors consider that the Resolutions are in the best
interests of the Company and its Shareholders as a whole and
accordingly unanimously recommend that you vote in favour of the
Resolutions as set out in the Notice of Annual General Meeting, as
your Directors intend to do or procure to be done in respect of
their legal and beneficial holdings of Ordinary Shares.
Yours faithfully
Timothy Crowley, Chief Executive Officer
This information is provided by RNS
The company news service from the London Stock Exchange
END
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