TIDMMHC
RNS Number : 0386V
MyHealthChecked PLC
03 April 2023
MyHealthChecked PLC
( " MyHealthChecked " or the "Company " )
Proposed Share Consolidation and Notice of AGM
MyHealthChecked PLC (AIM: MHC), the consumer home-testing
healthcare company, announces that it will today post a circular to
shareholders detailing the Board's proposal to consolidate the
Company's share capital with the aim of improving the marketability
of the Ordinary Shares. The Circular will also contain the Notice
of the Annual General Meeting to be held on 11 May 2023.
A copy of the Circular and Notice of the Annual General Meeting
will be available on the Company's website:
www.investors.myhealthcheckedplc.com later today. Extracts from the
Circular are set out below:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2023
Posting of the Circular and the 3 April
form of proxy
Latest time and date for receipt 11.00 a.m. on 9 May
of forms of proxy for the Annual
General Meeting
Annual General Meeting 11.00 a.m. on 11 May
Announcement of the result of 11 May
the Annual General Meeting
Record Date in respect of the 6.00 p.m. on 11 May
Share Consolidation and final
date for trading in Existing
Ordinary Shares
Admission expected to become 8.00 a.m. on 12 May
effective and dealings expected
to commence in the New Ordinary
Shares on AIM
CREST accounts expected to be 12 May
credited in respect of New Ordinary
Shares in uncertificated form
Expected date by which certificates By the week commencing on 29
in respect of New Ordinary Shares May
are to be despatched to certificated
Shareholders
DEFINITIONS
The following definitions apply throughout this document, unless
the context requires otherwise.
"Admission" the admission of the New Ordinary Shares
to trading on AIM in accordance with Rule
6 of the AIM Rules;
"Annual General Meeting" the Annual General Meeting of Shareholders
or "AGM" to be held at 11.00 a.m. on 11 May 2023
and any adjournment thereof, to consider
and, if thought fit, pass the Resolutions,
notice of which is set out at the end
of this document
-----------------------------------------------
"AIM" the market of that name operated by London
Stock Exchange plc
-----------------------------------------------
"AIM Rules" the AIM Rules for Companies whose securities
are traded on AIM, as published by the
London Stock Exchange from time to time
-----------------------------------------------
"Articles" the Company's articles of association
-----------------------------------------------
"Board" or "Directors" the directors of the Company at the date
of this Document, whose names are set
out on page 6 of this Document
-----------------------------------------------
"Circular" or "Document" this document dated 3 April 2023
-----------------------------------------------
"Company" MyHealthChecked PLC, a company registered
in England and Wales with registered number
06573154
-----------------------------------------------
"CREST" the computerised settlement system to
facilitate transfer of title to or interests
in securities in uncertificated form operated
by Euroclear UK & International Limited;
-----------------------------------------------
"Existing Ordinary the 780,088,967 o rdinary shares of 0.1p
Shares" each in the capital of the Company in
issue at the date of this document, which
are admitted to trading on AIM
-----------------------------------------------
"form of proxy" the form of proxy accompanying this Document
(or otherwise available) for use at the
Annual General Meeting
-----------------------------------------------
"London Stock Exchange" London Stock Exchange plc
-----------------------------------------------
"New Ordinary Shares" the Ordinary Shares of 1.5p each in the
capital of the Company arising on the
completion of the Share Consolidation
-----------------------------------------------
"Ordinary Shares" ordinary shares of 0.1p (or, following
the Share Consolidation, 1.5p) each in
the capital of the Company
-----------------------------------------------
"Record Date" 6.00 p.m. on 11 May 2023 (or such other
time and date as determined by the Directors)
-----------------------------------------------
"Resolutions" the resolutions set out in the notice
of Annual General Meeting
-----------------------------------------------
"Share Consolidation" the proposed consolidation of the Company's
ordinary share capital pursuant to which
every 15 Existing Ordinary Shares are
consolidated into 1 New Ordinary Share
-----------------------------------------------
"Shareholders" holders of Ordinary Shares in the Company
from time to time
-----------------------------------------------
"Sterling" or "GBP" the lawful currency of the UK
-----------------------------------------------
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
-----------------------------------------------
"US" or "United States" the United States of America, its territories
and possessions, any states of the United
States of America and the District of
Columbia and all other areas subject to
its jurisdiction.
-----------------------------------------------
STATISTICS
Number of Existing Ordinary Shares 780,088,967
Number of Ordinary Shares in issue as at the
Record Date 780,088,980
Conversion ratio of Existing Ordinary Shares
to New Ordinary Shares 15 : 1
Nominal value of an Ordinary Share following
the Share Consolidation 1.5p
Number of Ordinary Shares in issue immediately
following the Share Consolidation 52,005,932
New ISIN Code following the Share Consolidation GB00BN7K5L93
New SEDOL Code following the Share Consolidation BN7K5L9
TIDM MHC
LEI 213800RBHY6LZDG13168
1. Introduction
I am writing to you to set out the details of your Board's
proposal to consolidate the Company's share capital with the aim of
improving the marketability of the Ordinary Shares.
In addition, I am pleased to inform you that this year's annual
general meeting will be held on 11 May 2023 at 11.00 a.m. in the
Malt Room at The Maltings, East Tyndall Street, Cardiff, CF24
5EA.
The purpose of this document is to provide you with details of
the Share Consolidation and the Resolutions to be proposed to
Shareholders at the forthcoming Annual General Meeting. The formal
Notice of Annual General Meeting is set out at the end of this
document (together with a set of explanatory notes) and a form of
proxy is also enclosed for you to complete, sign and return.
2. Background to and reasons for the Share Consolidation
As at the date of this document, the Company has 780,088,967
Ordinary Shares in issue, with a closing mid-market price of 1.05
pence per Existing Ordinary Share (as at 31 March 2023, being the
latest practicable Business Day prior to the date of this
document). The Board believes that the Share Consolidation will
improve the marketability of the Ordinary Shares by way of a higher
share price and hopes to reduce volatility in the Company's share
price by narrowing the spread of its bid and offer price.
It is therefore proposed that the existing ordinary shares of
0.1 pence each are consolidated on a 15 for 1 basis, such that
every 15 Existing Ordinary Shares are consolidated into 1 ordinary
share of 1.5p pence in nominal value. It is intended that 13 new
Ordinary Shares will be allotted to the Company's registrars,
Neville Registrars Limited, following the AGM so that the total
number of existing Ordinary Shares is exactly divisible by 15 for
the Share Consolidation. Assuming a share capital of 780,088,980
Existing Ordinary Shares immediately prior to the Record Date,
following completion of the Share Consolidation, the Company will
have 52,005,932 New Ordinary Shares in issue.
Application will be made in accordance with the AIM Rules for
the New Ordinary Shares arising from the Share Consolidation to be
admitted to trading on AIM, subject to Shareholders passing
Resolutions 6 and 7 at the Annual General Meeting. It is expected
that if such Resolutions are passed, Admission in respect of such
New Ordinary Shares will become effective and that dealings in
those New Ordinary Shares will commence on 12 May 2023.
No Shareholder will be entitled to a fraction of a New Ordinary
Share. Instead, their entitlement will be rounded down to the
nearest whole number of New Ordinary Shares. Remaining fractional
entitlements to New Ordinary Shares will be aggregated and sold on
behalf, and for the benefit of, the Company. If a Shareholder holds
fewer than 15 Existing Ordinary Shares at the Record Date, then the
rounding down process will result in that Shareholder being
entitled to zero New Ordinary Shares and as a result of the Share
Consolidation they will cease to hold any Ordinary Shares.
3. Annual General Meeting
Set out at the end of this document is a notice convening the
Annual General Meeting to be held on 11 May 2023 at 11.00 a.m. in
the Malt Room at The Maltings, East Tyndall Street, Cardiff, CF24
5EA, at which the Resolutions will be proposed.
We are keen to welcome Shareholders in person to the Annual
General Meeting this year and an explanation of the business to be
considered at the Annual General Meeting is set out at the end of
the formal notice of the Annual General Meeting which is set out at
the end of this document.
Shareholders wishing to vote but who are unable to attend the
Annual General Meeting in person, are urged to appoint the Chairman
of the meeting as their proxy, in accordance with the relevant
instructions on the form of proxy, and to submit their form of
proxy so as to be received as soon as possible and by no later than
11:00 a.m. on 9 May 2023. This will ensure that your vote will be
counted even if you are unable to attend in person.
4. Resolutions
A summary of the resolutions to be proposed at the Annual
General Meeting is set out below. Please note that this is not the
full text of the Resolutions and you should read this section in
conjunction with the Resolutions contained in the formal notice at
the end of this document (together with the explanatory notes set
out at the end of such notice).
The following resolutions will be proposed at the Annual General
Meeting:-
Resolution 1 , which will be proposed as an ordinary resolution,
relates to the adoption of the Company's annual accounts for the
financial year ended 31 December 2022
Resolution 2 , which will be proposed as an ordinary resolution,
seeks Shareholder approval to appoint Gravita Audit Limited as the
Company's auditor and to authorise the directors to determine their
remuneration. Jeffreys Henry LLP, the Company's current auditor,
has indicated that it will not seek re-appointment as the Company's
auditor at the Annual General Meeting as, following a business
reorganisation, the firm will provide audit services to clients
from another company in its group, Gravita Audit Limited.
Resolution 3, which will be proposed as an ordinary resolution,
seeks the re-appointment of Penny McCormick as a director of the
Company.
Resolution 4, which will be proposed as an ordinary resolution,
seeks the re-appointment of Neil Mesher as a director of the
Company.
Resolution 5, which will be proposed as an ordinary resolution,
seeks the re-appointment of Lyn Rees as a director of the
Company.
Resolution 6 , which will be proposed as an ordinary resolution,
seeks Shareholder authority to approve the Share Consolidation.
Resolution 7, which will be proposed as a special resolution,
seeks to alter the Articles to reflect the change to the nominal
value of the Ordinary Shares following the passing of Resolution
6.
Resolution 8 , which will be proposed as an ordinary resolution,
seeks Shareholder authority to issue shares.
Resolution 9 , which will be proposed as a special resolution,
seeks Shareholder authority to dis-apply shareholder pre-emption
rights on any issue of shares under the authority granted in
resolution 8.
Resolution 10 , which will be proposed as a special resolution,
seeks authority for the Company to make market purchases of its own
Ordinary Shares.
As special resolutions, each of Resolutions 7, 9 and 10 requires
votes in favour representing 75 per cent. or more of the votes cast
(in person or by proxy) at the Annual General Meeting in order to
be passed.
5. Action to be taken by Shareholders
A form of proxy for use at the Annual General Meeting is
enclosed. Whether or not you intend to be present at the Annual
General Meeting, you are requested to complete, sign and return the
form of proxy in accordance with the instructions thereon to the
Company's Registrars at Neville House, Steelpark Road, Halesowen,
West Midlands B62 8HD, so as to arrive no later than 11.00 a.m. on
9 May 2023. The return of the form of proxy will not prevent you
from attending the Annual General Meeting and voting in person
should you wish to do so.
If you hold your shares in uncertificated form in CREST you may
appoint a proxy or proxies by utilising the CREST electronic proxy
appointment service in accordance with the procedures described in
the CREST Manual as set out in the Notice of Annual General Meeting
at the end of this document. Proxies submitted via CREST must be
received by Neville Registrars Limited (ID 7RA11) no later than
11.00 a.m. on 9 May 2023. The appointment of a proxy using the
CREST electronic proxy appointment service will not preclude a
Shareholder from attending and voting in person at the Annual
General Meeting should they wish to do so.
6. Board Recommendations
The Directors consider that all the proposals to be considered
at the Annual General Meeting are in the best interests of the
Company and its shareholders as a whole and are most likely to
promote the success of the Company. Accordingly, the Directors
unanimously recommend that you vote in favour of the Resolutions to
be proposed at the Annual General Meeting as they intend to do in
respect of their own beneficial holdings currently amounting to
approximately 1.9 per cent. of the issued share capital of the
Company. "
For further information contact:
MyHealthChecked PLC www.myhealthchecked.com
Penny McCormick, Chief Executive via Walbrook PR
Officer
SPARK Advisory Partners Limited Tel: +44 (0)20 3368 3550
(NOMAD)
Neil Baldwin
Dowgate Capital Limited (Broker) Tel: +44 (0)20 3903 7715
David Poutney / Nicholas Chambers
Walbrook PR Ltd (Media Tel: +44 (0)20 7933 8780 or myhealthcheckedplc@walbrookpr.com
& IR)
Paul McManus / Alice Woodings Mob: +44 (0)7980 541 893 / +44
(0)7407 804 654
About MyHealthChecked PLC ( www.myhealthcheckedplc.com )
MyHealthChecked PLC, based in Cardiff, is an AIM-quoted
pioneering UK healthcare company focused on a range of at-home
healthcare and wellness tests.
MyHealthChecked is the umbrella brand of a range of at-home
rapid tests, as well as DNA, RNA and blood sample collection kits
which have been created to support customers on their journeys to
wellness. The tests are lateral-flow self-tests, and the sample
collection kits enable the collection of blood, urine, nasal or
mouth swab samples that are analysed in partner laboratories for a
range of biomarkers. The tests will also be made available online
and will be viable for over-the -counter purchase.
The MyHealthChecked portfolio has been identified as part of a
change in mindset as customers become more familiar with the
concept of accessible healthcare in the growing at home testing kit
market with a focus on accessibility at the right price, led by
UK-based experts.
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END
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