TIDMMDZ 
 
28 October 2019 
 
                                 MediaZest plc 
 
               ("MediaZest", the "Company" or "Group", AIM:MDZ) 
               Posting of Circular and Notice of General Meeting 
 
MediaZest, the AIM quoted creative audio-visual company, announces that a 
Circular (the "Circular") incorporating a formal Notice of General Meeting (" 
General Meeting") and the associated form of proxy are being posted to 
Shareholders today, and will be available to download from the Company's 
website at www.mediazest.com. 
 
NOTICE OF GENERAL MEETING 
 
A General Meeting of the Company to consider, and if thought fit, approve a 
Share Capital Reorganisation and to comply with section 656 of the Companies 
Act, will be held at the registered office address of the Company at Unit 9, 
Woking Business Park, Albert Drive, Woking, Surrey, England, GU21 5JY at 10:30 
a.m. on 13 November 2019. Key extracts from the Circular are summarised below. 
 
BACKGROUND 
 
The Board wishes to retain flexibility in seeking alternative sources of 
additional working capital and cash resources to enable the Company to maintain 
and enhance its business activities, including by way of issuing further 
shares. 
 
As a result of challenging market conditions, the existing ordinary shares of 
0.1p each in the capital of the Company (the "Existing Ordinary Shares") have, 
at times, traded on AIM at a price less than the nominal value of such shares. 
The issue of new shares at a price which is less than the current nominal value 
of the Existing Ordinary Shares is prohibited by the Companies Act.  The Board, 
therefore, considers it prudent to implement the proposed share capital 
reorganisation (the "Share Capital Reorganisation") in order that the market 
price of the ordinary shares to be created pursuant to the Share Capital 
Reorganisation (the "New Ordinary Shares") becomes higher than the nominal 
value of the same therefore allowing the Company to raise funds by issuing 
further shares, should the Directors elect to do so. 
 
Share Capital Reorganisation 
 
Accordingly, it is proposed to sub-divide and effectively convert each issued 
and unissued Existing Ordinary Share into one New Ordinary Share and one 
deferred share (the "New A Deferred Shares").  The purpose of the Circular is 
to explain and seek Shareholder approval for the Share Capital Reorganisation. 
The Share Capital Reorganisation is similar to the one implemented in 2009 when 
the existing deferred shares in the capital of the Company (the "Existing 
Deferred Shares") were created. 
 
The New Ordinary Shares will have the same rights (including rights as to 
voting, dividends and return of capital) as the Existing Ordinary Shares.  New 
Ordinary Shares will be traded on AIM in the same way as the Existing Ordinary 
Shares, with the exception of the difference in nominal value. 
 
The rights attaching to the New A Deferred Shares are set out in Resolution 2 
in the Notice of General Meeting in the Circular. The New A Deferred Shares 
will be effectively valueless as they will not carry any rights to vote or 
dividend rights.  In addition, holders of New A Deferred Shares will only be 
entitled to a payment on a return of capital or on a winding up of the Company 
after each of the holders of New Ordinary Shares have received a payment of GBP 
1,000,000 on each such share, and after the holders of the Existing Deferred 
Shares have been repaid the amounts paid up on the Existing Deferred Shares. 
 
The New A Deferred Shares will not be listed or traded on AIM and will not be 
transferable without the prior written consent of the Company.  No share 
certificates will be issued in respect of the New A Deferred Shares.  The Board 
may further appoint any person to act on behalf of all the holders of the New A 
Deferred Shares to transfer all such shares to the Company in the terms of the 
Companies Act. 
 
It is not intended to issue new share certificate(s) to the holders of the New 
Ordinary Shares following the Share Capital Reorganisation.  Pending the issue 
of a new share certificate Shareholder's existing share certificate(s) will 
remain valid for the same number of shares but with a different par value of 
0.01p per share.  Following the Share Capital Reorganisation should 
Shareholders wish to receive an updated share certificate they should please 
contact the Company's Registrars at the address set out in this the Circular. 
The CREST accounts of Shareholders who hold their Existing Ordinary Shares in 
CREST will be credited with New Ordinary Shares at approximately 8:00 a.m. on 
14 November 2019. 
 
The Share Capital Reorganisation will not of itself affect the value of 
Shareholder's holdings, as can be seen from the worked example (which assumes a 
market price per share of 0.07p) below: 
 
Example 
 
Existing Ordinary Shares held prior to the Share Capital            100,000 
Reorganisation 
 
Current market price per Existing Ordinary Share                    0.07p 
 
Current aggregate market value of shareholding                      GBP70 
 
Number of New Ordinary Shares held immediately following Share      100,000 
Capital Reorganisation 
 
Market price per New Ordinary Share immediately following Share     0.07p 
Capital Reorganisation 
 
Aggregate market value of New Ordinary shareholding immediately     GBP70 
following Share Capital Reorganisation 
 
Number of New A Deferred Shares held immediately following Share    100,000 
Capital Reorganisation 
 
Value of New A Deferred shareholding immediately following Share    GBPNil 
Capital Reorganisation                                              (effectively) 
 
By effecting the Share Capital Reorganisation in this way, the Company's issued 
share capital remains the same.  Similarly, the nominal value of Shareholder's 
holdings will remain unchanged.  In the example above, the 100,000 Existing 
Ordinary Shares held today each have a nominal value of 0.1p giving a total 
nominal value for the holding of GBP100.  The New Ordinary Shares will have a 
nominal value of 0.01p (GBP10 in aggregate nominal value) which when added to the 
aggregate nominal value of the New A Deferred Shares (GBP90) means that the 
nominal value of the holding remains at GBP100. 
 
Amendments to the Articles of Association 
 
Certain amendments to the Company's Articles of Association are required to 
implement the Share Capital Reorganisation and require approval at the General 
Meeting.  The proposed amendments relate to the recategorisation of the 
Existing Ordinary Shares as New Ordinary Shares and New A Deferred Shares and 
certain consequential amendments.  The changes are set out in Part 2 of the 
Circular. 
 
Section 656 of the Companies Act 2006 
 
It has recently come to the attention of the Board that the value of the 
Company's net assets has become less than half of its called-up share capital. 
It is a requirement of section 656 of the Companies Act that, where the net 
assets of a public company are half or less of its called-up share capital, the 
directors must call a general meeting of the company to consider whether any, 
and if so what, steps should be taken to deal with the situation. This is 
termed a serious loss of capital. 
 
Accordingly, the business to be conducted at the General Meeting will also 
include consideration of what, if any, such steps should be taken. The Board is 
of the view that the serious loss of capital does not pose any risk to the 
solvency of the Company, therefore no specific measures are proposed to deal 
with the serious loss of capital. Notwithstanding, the Board recognises this 
technical requirement and invites Shareholders to discuss accordingly. 
 
Resolutions 
 
A notice convening the General Meeting, which is to be held at the registered 
office address of the Company at Unit 9, Woking Business Park, Albert Drive, 
Woking, Surrey, England, GU21 5JY at 10:30 a.m. on 13 November 2019, is set out 
within the Circular. At the General Meeting, in addition to considering the 
serious loss of capital, the following Resolutions will be proposed: 
 
1.            an ordinary resolution to effect the Share Capital 
Reorganisation; and 
 
2.            a special resolution to alter the Articles of Association to 
reflect the capital structure changes made pursuant to the Share Capital 
Reorganisation, incorporating provisions relating to the New A Deferred Shares 
and the Existing Deferred Shares. 
 
Action to be taken 
 
A Form of Proxy will be posted with the Circular for use at the General Meeting 
and available at the Company's website.  Whether or not Shareholders intend to 
be present at the General Meeting they are requested to complete, sign and 
return the Form of Proxy to the Company's Registrars as soon as possible, but 
in any event so as to arrive not later than 10:30 a.m. on 11 November 2019 in 
accordance with the notes to the Form of Proxy.  The completion and return of a 
Form of Proxy will not preclude Shareholders from attending the meeting and 
voting in person should they subsequently wish to do so. 
 
RECOMMATION 
 
The Board believes that the Resolutions are in the best interests of the 
Company and Shareholders, taken as a whole. The Board unanimously recommends 
the Shareholders to vote in favour of the Resolutions, as the Directors intend 
to do so in respect of their own beneficial holdings amounting in aggregate to 
88,160,365 Existing Ordinary Shares representing approximately 6.31 per cent of 
the Existing Ordinary Shares. 
 
Unless otherwise indicated, all defined terms in this announcement shall have 
the same meaning as described in the Circular. 
 
This announcement contains inside information for the purposes of Article 7 of 
Regulation (EU) 596/2014. 
 
 
Enquiries: 
 
Geoff Robertson                                       0845 207 9378 
Chief Executive Officer 
MediaZest Plc 
 
David Hignell/Stephen Wong                            020 3470 0470 
Nominated Adviser 
SP Angel Corporate Finance LLP 
 
Claire Noyce                                          020 3764 2341 
Broker 
Hybridan LLP 
 
Notes to Editors: 
About MediaZest 
 
MediaZest is a creative audio-visual systems integrator that specialises in 
providing innovative marketing solutions to leading retailers, brand owners and 
corporations, but also works in the public sector in both the NHS and Education 
markets. The Group supplies an integrated service from content creation and 
system design to installation, technical support, and maintenance. MediaZest 
was admitted to the London Stock Exchange's AIM market in February 2005. For 
more information, please visit www.mediazest.com . 
 
 
 
END 
 

(END) Dow Jones Newswires

October 28, 2019 10:00 ET (14:00 GMT)

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