TIDMPRIM
RNS Number : 6830N
Primorus Investments PLC
26 September 2019
Primorus Investments plc
("Primorus" or the "Company")
Publication of Circular and Notice of General Meeting
Primorus Investments plc (AIM: PRIM, NEX: PRIM) announces that
in order to bring the Company's share capital into line with the
size of the Company, the Company is proposing a consolidation of
the Company's issued and to be issued Ordinary Shares (the
"Consolidation").
The terms of the proposed Consolidation are that every 20
Existing Ordinary Shares of 0.01 pence each will be consolidated
into 1 New Ordinary Share of 0.2 pence each. Such New Ordinary
Shares will have the same rights and be subject to the same
restrictions (save as to par value) as the Existing Ordinary
Shares.
The Company is today posting to shareholders a Circular with a
notice of General Meeting seeking shareholder approval to grant the
Directors of the Company authority to consolidate the Company's
issued and to be issued Ordinary Shares.
The Company's general meeting (the "General Meeting") to approve
the Consolidation will be held at 11:00 am on 16 October 2019 at
the offices of Hill Dickinson LLP, 105 Jermyn Street, St. James',
London, SW1Y 6EE. A copy of the Circular and Form of Proxy can be
downloaded from the Company's website, at
www.primorusinvestments.com.
Extracts from the Circular are set out below and should be read
in conjunction with the Circular.
Alastair Clayton Executive Director commented - "Having spoken
to a large number of shareholders, our broker TPI and our NOMAD
Cairn, we have concluded that a 1 for 20 consolidation is in the
best interests of the Company. With a spread often exceeding 30% we
feel this currently acts as a disincentive to investors seeking to
purchase our stock in the market. As such, we feel this
Consolidation, if approved, may help alleviate this issue by
narrowing the spread thereby providing a clearer picture of market
price for the Company's stock going forward. As such all memebers
of the Board will be voting in support of this measure in respect
of their own shareholdings."
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For further information, please contact:
Primorus Investments plc: +44 (0) 20 7440 0640
Alastair Clayton
Nominated Adviser: +44 (0) 20 7213 0880
Cairn Financial Advisers LLP
James Caithie / Sandy Jamieson
Broker: +44 (0) 20 3657 0050
Turner Pope Investments (TPI)
Zoe Alexander / Andy Thacker
LETTER FROM THE CHAIRMAN
Primorus Investments PLC
(Incorporated and registered in England & Wales with
registered number 03740688)
Directors: Registered Office:
Jeremy Taylor-Firth (Non-Executive Chairman) Suite 3B
Alastair Clayton (Executive Director) Princes House
Donald Strang (Non-Executive Director) 38 Jermyn Street
London SW1Y 6DN
To the Shareholders and, for information only, to the holders
of warrants and options
26 September 2019
Dear Shareholder
Notice of General Meeting
Introduction
I am writing to invite you to the general meeting of the Company
to be held on 16 October 2019 at 11:00 a.m. at the offices of Hill
Dickinson LLP, 105 Jermyn Street, St. James', London, SW1Y 6EE. The
notice of the General Meeting is set out on page 6 of this
document.
This letter also explains why the Directors recommend that
Shareholders of the Company vote in favour of the Resolution being
proposed at the General Meeting.
Consolidation of Existing Ordinary Shares
Pursuant to resolution 1 and in order to bring the Company's
share capital into line with the size of the Company, the Company
is proposing the Consolidation of the Company's issued and
outstanding Ordinary Shares.
The terms of the proposed Consolidation are that every 20
Existing Ordinary Shares of 0.01 pence each will be consolidated
into 1 New Ordinary Share of 0.2 pence each. Such New Ordinary
Shares will have the same rights and be subject to the same
restrictions (save as to par value) as the Existing Ordinary
Shares.
To effect the Consolidation, it will be necessary to issue an
additional 17 Existing Ordinary Shares so that the Company's issued
ordinary share capital is exactly divisible by 20. These additional
Existing Ordinary Shares will be issued to the Company's share
registrar before the record date for the Consolidation. Since these
additional shares would only represent a fraction of a New Ordinary
Share, this fraction will be sold or transferred pursuant to the
arrangements set out below.
The Consolidation will give rise to fractional entitlements to a
New Ordinary Share where any holding is not precisely divisible by
20. No certificates regarding fractional entitlements will be
issued. Instead, any New Ordinary Shares in respect of which there
are fractional entitlements will be aggregated and allocated by
Directors.
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
stockbrokers, intermediaries, or other nominees, 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 responsibility to deal with fractions arising
within their customer accounts, and not the Company's.
Where options and other rights have been granted in relation to
the Existing Ordinary Shares, the numbers of New Ordinary Shares to
which these rights apply will be adjusted to take account of the
Consolidation.
Share Certificates in respect of the New Ordinary Shares will be
issued following the Consolidation or, in the case of
uncertificated holders, Euroclear UK and Ireland Limited will be
instructed to credit the CREST participant's account with New
Ordinary Shares.
Accordingly, a resolution is to be proposed at the General
Meeting to consolidate the issued share capital of the Company in
accordance with section 618 of the Companies Act 2006 and the
Company's Articles of Association.
Following the Consolidation, Shareholders will still hold the
same proportion of the Company's ordinary share capital as before
the Consolidation. Other than a change in nominal value, the New
Ordinary Shares will carry the same rights under the Company's
articles of association as the Existing Ordinary Shares.
Explanatory notes to the Notice of General Meeting
The notes on the following pages give an explanation of the
proposed resolution which is proposed as an ordinary resolution.
This means that for the resolution to pass, more than half of the
votes cast must be in favour of the resolution.
Resolution 1 - Consolidation
This is an ordinary resolution seeking approval of the
Consolidation.
Action to be taken by Shareholders
Shareholders will find enclosed with this letter a form of proxy
for use at the General Meeting. The form of proxy should be
completed and returned in accordance with the instructions printed
on it so as to arrive at the Company's address at Suite 3B, Princes
House, 38 Jermyn Street, London SW1Y 6DN as soon as possible and in
any event not later than 14 October 2019 at 11:00 a.m. Completion
and the return of the form of proxy will not prevent Shareholders
from attending and voting at the General Meeting should they so
wish.
Recommendation
The Directors unanimously believe that the Resolution is in the
best interests of the Company and its Shareholders and unanimously
recommend you to vote in favour of the Resolution as they intend to
do in respect of their own beneficial holdings in the Company.
Yours faithfully
Jeremy Taylor-Firth
Non-Executive Chairman
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END
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