TIDMTIDE
RNS Number : 7394O
Crimson Tide PLC
05 October 2023
5 October 2023
Crimson Tide plc
("Crimson Tide" or "the Company")
Proposed Share Consolidation
Crimson Tide Plc (TIDE), the provider of the mpro5 solution,
announces details of its proposed Share Consolidation (defined
below) including the proposed timetable. The Share Consolidation
was originally notified in the Company's Interim Results for the
six months ended 30 June 2023.
The Company announces that the shareholder Circular providing
details of the Share Consolidation and is seeking approval for the
Share Consolidation (the "Circular") which is being posted to
Shareholders today. The Circular contains a Notice of General
Meeting to be held at Brockbourne House, 77 Mount Ephraim,
Tunbridge Wells, TN4 8BS on 31 October 2023 at 10.30 a.m. (UK
Time).
A copy of the Circular and Form of Proxy will shortly be
available from the Shareholder Documents section of the Company's
investor pages on its website. The Form of Proxy should be
completed and signed in accordance with the notes in the Notice of
General Meeting and the instructions contained in the Form of
Proxy.
Proposed Share Consolidation
The Directors believe that the Company's existing share capital
structure is no longer appropriate. The Company has grown in size
and the high number of shares in issue combined with the relatively
low price per share is thought to result in excess volatility,
reduced liquidity and a widening in the market bid and ask share
price spread in the Company's shares. They are therefore proposing
consolidating the Company's ordinary shares of 0.1p each in issue
("Existing Ordinary Shares") so that every 100 Existing Ordinary
Shares will be consolidated into 1 ordinary share of 10p
("Consolidated Ordinary Share"). The Consolidation will reduce the
657,486,300 Ordinary Shares in issue (as at the Record Date) to
6,574,863, after the issue of 66 New Ordinary shares to ensure the
Existing ordinary shares can be rounded to allow the correct number
of New Consolidated Ordinary Shares and is expected to
-- increase the Company's share price proportionately
-- help improve the market liquidity of, and trading activity in, the Company's shares;
-- provide the basis for a narrowing in the market bid and ask
share price spread in the Company's shares; and;
-- overall, further enhance the perception of the Company and its prospects and help improve the marketability of the Company's shares to a wider group of investors.
The Company's significant retail investor shareholder base has
been an essential part of the Company's growth since its admission
to AIM and remains the case. Their ongoing support has been
important to the Company's development.
As all of the Existing Ordinary Shares are proposed to be
consolidated, the proportion of Consolidated Ordinary Shares held
by each Shareholder immediately before and immediately after the
Consolidation will, save for Fractional Entitlements (which are
described below), remain unchanged.
The Consolidation requires the approval of the Company's
shareholders ("Shareholders") by way of an ordinary resolution at
the General Meeting ("Resolution"). The Board considers the
Consolidation to be in the best interests of the Company and its
Shareholders and the Directors are unanimous in their support.
Details of the Share Consolidation
In anticipation of the Resolution being passed by the
Shareholders, the Company will prior to the General Meeting, issue
and apply for admission to trading on AIM, such number of
additional Ordinary Shares as will result in the total number of
Ordinary Shares in issue being exactly divisible by 100. On the
assumption that no Existing Ordinary Shares are issued between the
date of this document and immediately before the General Meeting,
this will result in 66 Additional Existing Ordinary Shares being
issued and admitted to trading on AIM. These Additional Existing
Ordinary Shares will be issued to the Registrar and will only
represent a fraction of a Consolidated Ordinary Share. This
fraction will be combined with other fractional entitlements and
sold to Moneymotive Limited, an existing subsidiary of the Company,
pursuant to the arrangements for fractional entitlements detailed
below.
No Shareholder will, pursuant to the Consolidation, be entitled
to receive a fraction of a Consolidated Ordinary Share. In the
event that the number of Existing Ordinary Shares attributed to a
Shareholder is not exactly divisible by 100, the Consolidation will
generate an entitlement to a fraction of a Consolidated Ordinary
Share. Such fractional entitlements will be aggregated and sold to
Moneymotive Limited (see further explanation regarding fractional
entitlements below).
Accordingly, following the implementation of the Consolidation,
any Shareholder who as a result of the Consolidation has a
fractional entitlement to any Consolidated Ordinary Share, will not
have a resultant proportionate shareholding of Consolidated
Ordinary Shares exactly equal to their proportionate holding of
Existing Ordinary Shares.
Furthermore, any Shareholder who holds fewer than 100 Existing
Ordinary Shares as at the Record Date (being 6.00 p.m. on 31
October 2023) will, by virtue of holding a fractional entitlement
on a post-Consolidation basis, cease to be a Shareholder. The
minimum threshold to receive Consolidated Ordinary Shares will be
100 Existing Ordinary Shares.
As set out above, the Consolidation will give rise to fractional
entitlements to a Consolidated Ordinary Share where any holding is
not precisely divisible by 100 ('Fractional Shareholders'). As
regards the Consolidated Ordinary Shares, no certificates regarding
fractional entitlements will be issued. Any Consolidated Ordinary
Shares in respect of which there are fractional entitlements will
be aggregated and sold to Moneymotive Limited at the mid-market
price at close of business on the Record Date, which the Company
believes is the best price reasonably obtainable. Moneymotive
Limited is an existing subsidiary of the Company which will be
utilised for the purposes of holding shares as trustee.
As the net proceeds of sale due to a Fractional Shareholder are
expected to amount in aggregate to only a trivial sum, the
Directors are of the view that, as a result of the disproportionate
costs, it would not be in the best interests of the Company to
consolidate and distribute all such proceeds of sale, which instead
shall be retained by the Company in accordance with the
Articles.
For the avoidance of doubt, the Company is only responsible for
dealing with fractions arising on registered holdings. For
Shareholders whose shares are held in the nominee accounts of UK
stockbrokers, the effect of the Consolidation on their individual
shareholdings will be administered by the stockbroker or nominee in
whose account the relevant shares are held. The effect is expected
to be the same as for shareholdings registered in beneficial names,
however it is the stockbroker's or nominee's responsibility to deal
with fractions arising within their customer accounts, and not the
Company's responsibility.
Subject to the adjustments required for fractional entitlements
described above, the number of Consolidated Ordinary Shares to be
issued to each shareholder will be based upon the number of
Existing Ordinary Shares registered to each shareholder on the
Company's share register at the Record Date.
It is expected that the Consolidated Ordinary Shares held in
uncertificated form will be credited to Shareholders' CREST
accounts at 8:00 a.m. on 1 November 2023.
It is expected that definitive share certificates in respect of
the Consolidated Ordinary Shares held in certificated form will be
despatched to relevant Shareholders by 1st class post, at the risk
of the Shareholder, within ten business days of the admission of
the Consolidated Ordinary Shares to trading on AIM (which is
expected to occur at 8:00 a.m. on 1 November 2023). No temporary
documents of title will be issued. Share certificates in respect of
Existing Ordinary Shares will cease to be valid on 31 October 2023
and, pending delivery of share certificates in respect of
Consolidated Ordinary Shares, dealings will be certified against
the register.
Expected Timetable of Principal Events
Publication and posting of Notice of 5 October 2023
GM
Latest time and date for return of 10.30 a.m. (BST) on
Form of Proxy for GM 27 October 2023
---------------------
General Meeting 10.30 a.m. (GMT) on
31 October 2023
---------------------
Announcement of the result of the General 31 October 2023
Meeting
---------------------
Record Date and final date for trading 6.00 p.m. (GMT) on
in Existing Ordinary Shares 31 October 2023
---------------------
Expected Admission to trading on AIM 8.00 a.m. (GMT) on
of the Consolidated Ordinary Shares 1 November 2023
arising from the Consolidation
---------------------
Share certificates in relation to the 14 November 2023
Consolidated Ordinary Shares to be
despatched by no later than
---------------------
Notes
1 Other than those times and dates which precede the date of
this announcement, the above times and/or dates are indicative only
and may change. If any of the above times and/or dates change, the
revised times and/or dates will be notified by announcement through
a Regulatory Information Service.
2 All the above times refer to London time unless otherwise stated.
3 All events listed in the above timetable concerning the Share
Consolidation are conditional on the passing of the Resolution at
the Annual General Meeting.
Proposed Capital Reorganisation
Number of Existing Ordinary Shares in
issue at the date of this announcement 657,486,234
Number of Existing Ordinary Shares expected
to be in issue on the Record Date 657,486,300
--------------
Conversion ratio of Existing Ordinary
Shares to Consolidated Shares 100:1
--------------
Total number of Consolidated Ordinary
Shares in issue following the GM 6,574,863
--------------
Nominal share value pre-consolidation 0.1p
--------------
Nominal share value post-consolidation 10p
--------------
ISIN code for Consolidated Ordinary Shares GB00BRJRV969
--------------
SEDOL code for the Consolidated Ordinary BRJRV96
Shares
--------------
-Ends-
Enquiries:
Crimson Tide plc +44 1892 542444
Barrie Whipp / Jacqueline Daniell / Shaun Mullen
Cavendish Capital Markets (Nominated Adviser and Broker) +44 207 220 0500
Julian Blunt / Dan Hodkinson, Corporate Finance
Andrew Burdis, Corporate Broking
Alma PR (Financial PR) +44 7780 901979
Josh Royston
Crimson Tide provides mpro5, the Smart App Solution. For further
information, see mpro5.com and on Crimson Tide plc,
crimsontide.co.uk
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October 05, 2023 02:00 ET (06:00 GMT)
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