Summerway Capital PLC Posting of Circular, Notice of GM and RPT (6779J)
December 23 2020 - 4:58AM
UK Regulatory
TIDMSWC
RNS Number : 6779J
Summerway Capital PLC
23 December 2020
23 December 2020
Summerway Capital Plc
("Summerway" or the "Company")
Posting of Circular and Notice of General Meeting and Related
Party Transaction
Further to the announcement on 15 December 2020 in relation to
the Company's proposal to amend its investing policy in conjunction
with proposed Board changes, a proposed subscription and issue of
warrants and a proposed share purchase by Vinodka (Vin) Murria, the
Board of Directors of Summerway Capital Plc (AIM: SWC) announce
that the Company is today posting a Circular to shareholders.
The Circular contains a notice convening a General Meeting of
the Company, at which certain resolutions in connection with the
new investing policy, authority to allot ordinary shares, and the
dis-application of pre-emption rights will be put to shareholders.
The meeting will be held at 10:00 a.m. on 15 January 2021 at the
offices of Nplus1 Singer Advisory LLP at 1 Bartholomew Lane, London
EC2N 2AX.
In light of the continuing uncertainty regarding the COVID-19
pandemic, and the UK Government's evolving restrictions on public
gatherings of persons from different households as well as social
distancing requirements, shareholders will not be permitted to
attend the General Meeting in person, save for those shareholders
of the Company required to be present in person for the purposes of
establishing a quorum (in person or by telephone conference), and
whose attendance has been pre-agreed with the Directors in
advance.
Shareholders are asked to vote by way of proxy in advance of the
General Meeting and are encouraged to appoint the Chairman of the
General Meeting as their proxy with their voting instructions.
The Company has received irrevocable undertakings from certain
shareholders and Directors to vote in favour of all Resolutions to
be put to shareholders at the forthcoming General Meeting, in
respect of their direct holdings, representing in aggregate 71.8%
of the Company's existing issued share capital.
The Circular and the Notice of General Meeting will also be
available for viewing on the Company's website at
www.summerwaycapital.co.uk.
Related Party Transaction
The Company proposes to take steps to amend its previously
disclosed Subsidiary Incentive Scheme.The amendments recognise the
proposed change in strategic direction of the Company and the
expectation that Ms Murria and others will be instrumental in
leading the execution of this revised strategy, and in turn, the
anticipated creation of Shareholder Value.
A summary of the proposed key amendments compared to the
original Subsidiary Incentive Scheme are set out in the following
table and included in the Circular.
Item Previous Subsidiary Amended Subsidiary
Incentive Scheme Incentive Scheme
--------------------------- ---------------------------- --------------------------
Percentage of Shareholder 10 per cent. Up to 20 per cent.
Value available to
Scheme Participants
(pre acquisition
of, or investment
in operating company)
--------------------------- ---------------------------- --------------------------
Target compound annual 13.5 per cent. 7.5 per cent.
growth rate hurdle
--------------------------- ---------------------------- --------------------------
Commencement date On Admission 15 January 2021
--------------------------- ---------------------------- --------------------------
Initial Value Market capitalisation Unchanged
on Admission
--------------------------- ---------------------------- --------------------------
Vesting period Three- to five-year Unchanged
period or upon a change
of control of the Company
or the Subsidiary
--------------------------- ---------------------------- --------------------------
Scheme Participants Alexander Anton - 333,333 Up to 2,000,000 (or
and respective B Benjamin Shaw - 333,333 such amount as equates
Share holdings Mark Farmiloe - 333,333 to 20 per cent. of
Shareholder Value)
to include Vin Murria
and each of the Founder
Directors and to be
allocated on a basis
to be determined
--------------------------- ---------------------------- --------------------------
It is anticipated that the Subsidiary Incentive Scheme will be
amended so as to take effect immediately and conditionally upon the
passing of the Resolutions at the General Meeting.
Alexander Anton, Benjamin Shaw and Mark Farmiloe (the "Founder
Directors") who are related parties as defined in the AIM Rules for
Companies (the "AIM Rules") will be parties to the amendments to
the Subsidiary Incentive Scheme. The proposed amendments to the
Subsidiary Incentive Scheme, insofar as they relate to the
participation of the Founder Directors, will constitute a related
party transaction under Rule 13 of the AIM Rules. They are expected
to result, inter alia, in a significant reduction in the individual
and collective entitlements of the Founder Directors under the
Subsidiary Incentive Scheme, in addition to which the Founder
Directors have agreed, conditional upon completion of the proposals
referred to above, to the termination, without compensation, of the
Corporate Advisory Agreement entered into between the Company and
AFS Advisors LLP (an entity wholly-owned by the Founder Directors)
as set out in paragraph 16.5 of the Admission Document. David
Firth, the Independent Non-Executive Director considers, having
consulted with the Company's nominated adviser, N+1 Singer, that
the terms of the proposed amendments to the Subsidiary Incentive
Scheme are fair and reasonable insofar as the Company's
Shareholders are concerned.
Terms used in this announcement shall have the same meaning as
those used in the Circular.
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no. 596/2014 ("MAR").
For more information contact:Summerway Capital Plc
Mark Farmiloe, Executive Director +44 (0) 20 7440 7520
N+1 Singer (Nominated Adviser and Broker)
Sandy Fraser, Amanda Gray +44 (0) 207 496 3000
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