Posting of Circular
August 06 2010 - 1:28PM
UK Regulatory
TIDMIMTK
RNS Number : 7236Q
Imaginatik PLC
06 August 2010
Imaginatik Plc
("Imaginatik" or the "Company")
Posting of Circular convening a general meeting of the Company
Further to its announcement of 27 July 2010, Imaginatik plc (AIM: IMTK.L), a
provider of enterprise collaboration software and services for innovation,
announces that the general meeting due to be held at the offices of Marriott
Harrison, Staple Court, 11 Staple Inn Buildings, London WC1V 7QH on Tuesday 17
August 2010 at 2.00 p.m. is being indefinitely adjourned and a new meeting is
being convened for 2.00 p.m. on 24 August 2010 to allow a number of shareholders
who have expressed the desire to be able to attend in person and consequently
that it has posted a circular to its shareholders convening a general meeting of
the Company concerning the proposed grant to the Directors of authority to allot
relevant securities pursuant to section 551 of the Companies Act 2006 and the
proposed dis-application of statutory pre-emption rights pursuant to section 570
of the Act.
For further information please contact:
+------------------------------+------------------------------+
| Imaginatik plc | Tel: 020 7917 2975 |
| | |
+------------------------------+------------------------------+
| Matthew Cooper, Chairman | |
| | |
+------------------------------+------------------------------+
| Shawn Taylor, CFO & COO | |
| | |
+------------------------------+------------------------------+
| | |
+------------------------------+------------------------------+
| Arbuthnot Securities Limited | Tel: 020 7012 2000 |
| | |
+------------------------------+------------------------------+
| Tom Griffiths | |
| | |
+------------------------------+------------------------------+
| | |
+------------------------------+------------------------------+
| Threadneedle Communications | Tel: 0207 653 9843 |
| | |
+------------------------------+------------------------------+
| Caroline Evans-Jones/Hilary | |
| Millar | |
+------------------------------+------------------------------+
About Imaginatik
Imaginatik is a provider of Innovation Management and Collective Intelligence
software and services. Some of the world's leading companies use the Company's
Idea Central software platform and consulting services to identify and develop
the important ideas and strategies that will drive the future of their business.
For more than 10 years, Imaginatik has helped customers including CSC, Pfizer,
Boeing, Chubb and Cargill achieve outstanding results with the experience of its
consulting team and highly configurable web-based software.
Imaginatik is a public company whose shares are traded on the AIM market of the
London Stock Exchange [LSE:IMTK.L] and a World Economic Forum Technology Pioneer
with offices in Boston, MA, and London, UK. Imaginatik is committed to ongoing
research into the nature of human networks, innovation and collective
intelligence. The Company collaborates with several academic institutions
including the IXL Center at Hult International Business School.
For further information please visit http://www.imaginatik.com
Letter to Shareholders from the Chairman of the Company as extracted from the
Circular
Set out below is the text of the letter from the Chairman of the Company as
extracted from the Circular explaining the background to and the reasons for the
proposed grant of authority to the Directors to allot relevant securities and
the dis-application of pre-emption rights:-
"Dear Shareholder,
Proposed grant to the Directors of authority to allot relevant securities
pursuant to section 551 of the Act and the disapplication of statutory
pre-emption rights pursuant to section 570 of the Act
Introduction and Background
The General Meeting due to be held at the offices of Marriott Harrison, Staple
Court, 11 Staple Inn Buildings, London WC1V 7QH on Tuesday 17 August 2010 at
2.00 p.m. is being indefinitely adjourned and a new meeting is being convened
for 24 August 2010 to allow a number of shareholders who have expressed the
desire to be able to attend in person.
The purpose of this document is to seek your approval to grant the Directors
authorities to issue new Ordinary Shares and to disapply the pre-emption rights
imposed under the Act. The document explains why the above approvals are being
sought and to provide you with information to enable you to decide how to vote
at the General Meeting which is being convened for 2.00 p.m. on Tuesday 24
August 2010 at the offices of Marriott Harrison, Staple Court, 11 Staple Inn
Buildings, London WC1V 7QH. The Notice of the General Meeting which convenes the
meeting is set out at the end of this document, and the Form of Proxy for use in
relation to the General Meeting accompanies this document.
The Company is seeking the authorities referred to above to enable it to raise
funds to strengthen its balance sheet, providing an appropriate level of working
capital for the business and to facilitate further growth, including the
addition of high quality sales people in the US and UK.
Following the publication on 26 July 2010 of the Company's circular to
shareholders in respect of the original general meeting, certain Shareholders
have indicated to the Company that they may be willing to subscribe for new
Ordinary Shares if the Resolutions are passed. Neither the price per Ordinary
Share nor the size of any subscription is known.
The founder and former CEO of Imaginatik, Mark Turrell, left the Company on 4
June 2010. Since then, we have taken steps to strengthen the senior management
team. I have taken over as Executive Chairman, Shawn Taylor the CFO, was
appointed as COO and has assumed responsibility for the operational management
of the Company alongside his current financial responsibilities, in early July
2010 we appointed Luis Solis in the US as VP Business Development, and appointed
Tim Woods, Head of Product Development to the senior management team. More
recently, we have appointed Kevin Grygiel as Global VP Sales based out of the
Company's Boston office.
The Directors remain convinced that there remains a significant market
opportunity in the growing field of Collaborative Innovation and idea management
solutions. As one of the leading global providers of these solutions and with an
enhanced management team now in place, the Directors believe that Imaginatik is
well placed to capitalise in the future.
General Meeting
Set out at the end of this document is the notice convening the General Meeting
of the Shareholders to be held at the offices of the Company's solicitors,
Marriott Harrison, at Staple Court, 11 Staple Inn Buildings, London WC1V 7QH on
Tuesday 24 August 2010 at 2.00 p.m., at which the Resolutions set out in the
Notice of General Meeting will be proposed.
Ordinary Resolution
The first resolution will be proposed as an ordinary resolution to grant the
Directors authority under section 551 of the Act to allot relevant securities
(comprising Ordinary Shares and rights to subscribe for, or to convert
securities into, Ordinary Shares) up to a nominal amount of GBP37,500, which
represents approximately 37.68 per cent. of the issued share capital of
Imaginatik. This authority would expire at the earlier of the annual general
meeting of the Company to be held next year, or 24 August 2011.
Special Resolution
The second resolution will be proposed as a special resolution and is
conditional on the passing of the first resolution. The second resolution will
be proposed to grant to the Directors authority under section 570 of the Act to
allot equity securities (within the meaning of the Act) up to an aggregate
nominal amount of GBP37,500 for cash as if section 561(1) of the Act did not
apply to such an allotment, which again represents approximately 37.68 per cent.
of the issued share capital of Imaginatik. This authority would expire at the
earlier of the annual general meeting of the Company to be held next year, or 24
August 2011.
Action to be taken in respect of the General Meeting of the holders of Ordinary
Shares
A Form of Proxy for use at the General Meeting of the Shareholders is enclosed
with this document.
Whether or not you intend to attend and participate at the General Meeting, the
Form of Proxy should be completed and signed in accordance with the instructions
on it and in accordance with the Company's articles of association and returned
to the Company's registrars, Neville Registrars Limited, Neville House, 18
Laurel Lane, Halesowen, West Midlands, B63 3DA as soon as possible, but in any
event so as to be received not later than 2.00 p.m. on Friday 20 August 2010.
The completion and return of the Form of Proxy will not preclude you from
attending the General Meeting and voting in person should you so wish.
Recommendation
The Directors consider that the Resolutions are in the best interests of the
Company and its Shareholders as a whole and accordingly unanimously recommend
that you vote in favour of the Resolutions as set out in the Notice of the
General Meeting, as your Directors intend to do or procure to be done in respect
of their legal and beneficial holdings of Ordinary Shares, which amount, in
aggregate, to 5,695,996 Ordinary Shares, representing approximately 3.58 per
cent. of the issued share capital of the Company.
Yours faithfully
Matthew Cooper, Chairman"
DEFINITIONS
+------------------------------+------------------------------+
| the "Act" | the Companies Act 2006; |
| | |
+------------------------------+------------------------------+
| "Chairman" | the Chairman of the Company; |
| | |
+------------------------------+------------------------------+
| "the Company" or | Imaginatik plc, registered |
| "Imaginatik" | number 3936915 and having |
| | its registered office at 22 |
| | Melton Street, London NW1 |
| | 2BW; |
| | |
+------------------------------+------------------------------+
| "Directors" | the directors of the Company |
| | whose names are set out on |
| | page 3 of this document; |
| | |
+------------------------------+------------------------------+
| "General Meeting" | the general meeting (and any |
| | adjournment of that meeting) |
| | of the Company to be held at |
| | the offices of the Company's |
| | solicitors, Marriott |
| | Harrison, at Staple Court, |
| | 11 Staple Inn Buildings, |
| | London WC1V 7QH at 2.00p.m. |
| | on Tuesday 24 August 2010 |
| | and convened by the notice |
| | which is set out at the end |
| | of this document; |
| | |
+------------------------------+------------------------------+
| "Form of Proxy" | the form of proxy |
| | accompanying this document |
| | for use by Shareholders at |
| | the General Meeting; |
| | |
+------------------------------+------------------------------+
| "Notice of General Meeting" | the notice of the General |
| | Meeting set out at the end |
| | of this document; |
| | |
+------------------------------+------------------------------+
| "Ordinary Shares" | ordinary shares of 0.0625 |
| | pence each in the capital of |
| | the Company; |
| | |
+------------------------------+------------------------------+
| "Ordinary Resolution" | the ordinary resolution |
| | numbered 1 in the Notice of |
| | General Meeting; |
| | |
+------------------------------+------------------------------+
| "Resolutions" | together the Ordinary |
| | Resolution and the Special |
| | Resolution; |
| | |
+------------------------------+------------------------------+
| "Shareholders" | the persons who are |
| | registered as holders of |
| | Ordinary Shares from time to |
| | time; and |
| | |
+------------------------------+------------------------------+
| "Special Resolution" | the special resolution |
| | numbered 2 in the Notice of |
| | General Meeting. |
| | |
+------------------------------+------------------------------+
Copies of the Circular are available from the Company's offices at 6 Wessex Way,
Colden Common, Winchester SO21 1WP and on its website, www.imaginatik.com.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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