TIDMGUN
RNS Number : 9373J
Gunsynd PLC
16 April 2020
Gunsynd PLC
("Gunsynd" or the "Company")
Notice of GM and Issue of Equity
Gunsynd (AIM: GUN, AQSE: GUN) announces that it will post a
Circular to Shareholders ("the Circular") tomorrow, including a
proposed share capital consolidation and Notice of General Meeting
("GM").
The GM will be held at 11:00 a.m. on 4 May 2020 at the offices
of the Company at Suite 3B, Princes House, 38 Jermyn Street, St
James's, London, SW1Y 6DN.
As a part of the proposed Consolidation, whereby every 85
Existing Ordinary Shares of 0.001 pence each will be consolidated
into 1 New Ordinary Share of 0.085 pence, it will be necessary to
issue an additional 64 Existing Ordinary Shares so that the
Company's issued ordinary share capital is exactly divisible by 85.
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 in the circular.
As such, an application will be made for 64 Existing Ordinary
Shares of 0.001 pence each to be admitted to trading on AIM and
AQSE prior to the Consolidation. It is expected that admission of
64 Existing Ordinary Shares will become effective on or around 1
May 2020.
A copy of the Circular will be posted to shareholders tomorrow
and will be available on the Company's website:
http://www.gunsynd.com .
An extract from the Chairman's Letter in the Circular is set out
below.
All capitalised terms used throughout this announcement shall
have the meanings given to such terms in the Definitions section of
this announcement and as defined in the Circular.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
The Directors of Gunsynd accept responsibility for this
announcement.
For further information, please contact:
Gunsynd plc
Hamish Harris +44 20 7440 0640
Cairn Financial Advisers LLP
James Caithie / Liam Murray +44 20 7213 0880
Peterhouse Corporate Finance
Lucy Williams +44 20 7469 0930
Notice of General Meeting
1. Introduction
I am writing to inform you to the general meeting (the "General
Meeting") of the Company to be held at the offices of the Company
at Suite 3B, Princes House, 38 Jermyn Street, St James's, London,
SW1Y 6DN at 11:00 a.m. on 4 May 2020. This letter explains why the
Directors recommend that shareholders of the Company (the
"Shareholders") vote in favour of the resolutions being proposed at
the General Meeting (the "Resolutions").
As a result of the ongoing Coronavirus (COVID-19) pandemic, and
in line with the Government's Stay at Home Measures ("Measures"),
the Board is adopting a number of changes to the traditional
running of the General Meeting. In order to reduce the risk of
infection we are asking Shareholders to not attend the General
Meeting which will end immediately following the formal business.
Any Shareholders who do attend will not be admitted.
Arrangements will be made by the Company to satisfy the
requirements of a quorum for the General Meeting so that it may
proceed. We encourage Shareholders to appoint the Chairman as their
proxy with their voting instructions rather than attend the General
Meeting in person.
2. Consolidation of Existing Ordinary Shares
The Directors are proposing the Consolidation of the Company's
issued and outstanding Ordinary Shares because they believe that it
will bring the Company's share capital into line with the size of
the Company
The terms of the proposed Consolidation are that every 85
Existing Ordinary Shares of 0.001 pence each will be consolidated
into 1 New Ordinary Share of 0.085 pence. 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 affect the Consolidation, it will be necessary to issue an
additional 64 Existing Ordinary Shares so that the Company's issued
ordinary share capital is exactly divisible by 85. 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.
In addition, the Consolidation will give rise to fractional
entitlements to a New Ordinary Share where any holding is not
precisely divisible by 85. No certificates regarding fractional
entitlements will be issued. No Shareholder will be entitled to a
fraction of a share and all fractional entitlements resulting from
the Consolidation are to be aggregated into whole shares and such
numbers of shares so arising are to be sold by the Board and the
net proceeds of sale retained by the Company.
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.
Explanatory notes to the Notice of General Meeting
At the General Meeting, an ordinary resolution will be proposed
seeking approval of the Consolidation. For the Resolution to pass,
more than half of the votes cast must be in favour of the
Resolution.
Action to be taken by Shareholders
Although the Notes to the Notice of the General Meeting refer to
Shareholders being able to appoint a proxy or proxies, the Company
would remind Shareholders that, in light of the Measures, they will
not be allowed entry to the General Meeting. However, the Company
does value Shareholder participation and values the votes of
Shareholders, so it would encourage all Shareholders to exercise
their voting rights BUT ONLY by appointing the Chairman of the
General Meeting to be their proxy. Any proxy received appointing a
person other than the Chairman of the General Meeting as the
Shareholder's proxy will deemed to have appointed the Chairman of
the General Meeting as that Shareholder's proxy.
-ENDS-
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END
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