TIDMGUN
RNS Number : 8631P
Gunsynd PLC
12 June 2020
Gunsynd PLC
("Gunsynd" or the "Company")
Posting of Circular and Notice of General Meeting
Gunsynd (AIM: GUN, AQSE: GUN) announces that, further to the
Placing and Conditional Placing to raise GBP600,000 announcement
released by the Company on 11 June 2020, it will today post a
Circular to Shareholders ("the Circular") together with a Notice of
General Meeting ("GM").
The GM will be held at 11:00 a.m. on 30 June 2020 at the offices
of the Company at Suite 3B, Princes House, 38 Jermyn Street, St
James's, London, SW1Y 6DN.
A copy of the Circular will be posted to shareholders today and
will be available to download from the Company's website at
http://www.gunsynd.com and the full text of the Letter from the
Chairman is included below this announcement.
Shareholders should note the advice set out below regarding the
potential impact of the COVID-19 outbreak on attendance at the
General Meeting.
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 invite you to the general meeting (the "General
Meeting") of the Company to be held at Suite 3B, Princes House, 38
Jermyn Street, St James's, London, SW1Y 6DN at 11:00 a.m. on 30
June 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").
2. The Placing
The Company announced on 11 June 2020 that it had raised
GBP600,000 by way of a placing of 92,307,692 Placing Shares with
existing and new investors at a placing price of 0.65 pence per
Placing Share. The placing consists of the Firm Placing and the
Conditional Placing.
The Placing Shares will represent approximately 55.3 per cent.
of the Company's Enlarged Share Capital on Admission.
The Firm Placing Shares were placed pursuant to existing
authorities granted to the Directors at the Company's annual
general meeting held on 2 April 2020 and the Conditional Placing
Shares are being placed conditional, inter alia, on the passing of
the Resolutions being proposed at the General Meeting.
The Firm Placing is unconditional and the issue and allotment of
the Firm Placing Shares shall take place at approximately 8.00 a.m.
on or around 17 June 2020. The Conditional Placing is conditional,
inter alia, upon Second Admission (which is expected to become
effective with dealings in the Conditional Placing Shares to
commence on or around 1 July 2020). The Placing has not been
underwritten.
For the Conditional Placing to proceed, the Company requires
Shareholder approval to authorise the Directors to allot the
Conditional Placing Shares and dis-apply statutory pre-emption
rights in relation to the issue of the Conditional Placing
Shares.
3. Details of the Placing
The Placing has raised approximately GBP600,000 (before
expenses) pursuant to the placing of 92,307,692 Placing Shares at
the Placing Price with new and existing investors.
All of the Firm Placing Shares have been placed pursuant to
existing authorities granted to the Directors at the Company's
annual general meeting held on 2 April 2020 whilst the Conditional
Placing Shares are being placed conditional, inter alia, on the
passing of the Resolutions at the General Meeting. It is expected
that all of the Firm Placing Shares will be admitted to trading on
AIM and AQSE at 8.00 a.m. on or around 17 June 2020 whilst it is
expected that the Conditional Placing Shares will be admitted to
trading on AIM and AQSE at 8.00 a.m. on or around 1 July 2020.
The Firm Placing is unconditional and the Firm Placing Shares
shall be issued and allotted no later than 17 June 2020.
The Conditional Placing is conditional, inter alia, on the
passing of the Resolutions at the General Meeting.
If such conditions are not satisfied or, if applicable, waived,
by the date(s) and time(s) referred to above the Conditional
Placing will not proceed.
Subject to shareholder approval at the General Meeting for the
requisite authorities, investors subscribing for Placing Shares
will also receive one Placing Warrant for every three ordinary
shares subscribed for, exercisable at 1.3 pence and expiring on the
two-year anniversary of the date of issue. In aggregate, 30,769,231
Placing Warrants have been conditionally issued. Further, as part
of the commission arrangements, the Broker has been issued with
2,769,231 warrants subject to shareholder approval for the
requisite authorities, on the same terms as the Placing
Warrants.
4. Director Participation
Hamish Harris and Donald Strang, Directors of the Company, have,
on the same terms as the Placees above, subscribed for GBP39,000 in
aggregate, being 6 million new ordinary shares in the placing
representing 6.5% of the total Placing ("Director Participation").
The Director Participation shares will be issued as part of the
Conditional Placing. Further, as participants in the Placing on the
same terms as the Placees above, Hamish Harris and Donald Strang
will each receive Placing Warrants, issued conditionally at one
warrant for every three ordinary shares subscribed for on the same
terms as the Placees.
The shareholdings of the Directors in question, both prior to
and subsequent to the Director Participation, are as follows:
Director No. of Subscription Resultant no. % of issued
shares shares of shares share capital
Hamish Harris 1,161,476 2,000,000 3,161,476 1.90
---------- ------------- -------------- ---------------
Donald Strang 4,450,980 4,000,000 8,450,980 5.07
---------- ------------- -------------- ---------------
The subscriptions described above, including the issue of the
Placing Warrants, are deemed to be related party transactions for
the purposes of Rule 13 of the AIM Rules. Peter Ruse, being the
sole independent director of the Company for the purposes of
Director Participation, considers, having consulted with the
Company's Nominated Adviser, that the terms of the Director
Participation and the issue of the Placing Warrants are fair and
reasonable insofar as shareholders are concerned.
5. General Meeting
Set out at the end of this Document is the Notice of General
Meeting convening the General Meeting to be held at 11 a.m. on 30
June 2020 at Suite 3B, Princes House, 38 Jermyn Street, St James's,
London, SW1Y 6DN, at which the Resolutions will be proposed.
Resolution 1 - Directors' Authority to Allot Shares
This is an ordinary resolution to grant the Directors with
authority to allot and issue shares and grant rights to subscribe
for shares in the Company for the purposes of Section 551 of the
Act up to the maximum aggregate nominal amount of GBP212,500. This
resolution replaces any existing authorities to issue shares in the
Company and the authority under this resolution will expire at the
conclusion of the next annual general meeting of the Company
(unless renewed, varied or revoked by the Company prior to or on
that date).
Resolution 2 - Disapplication of Pre-emption Rights
Resolution 2 proposes to dis-apply the statutory rights of
pre-emption in respect of the allotment of equity securities for
cash under Section 561(1) of the Act. This is a special resolution
authorising the Directors to issue equity securities as continuing
authority up to an aggregate nominal amount of GBP212,500 for cash
on a non pre-emptive basis pursuant to the authority conferred by
Resolution 1 above.
6. Action to be taken by Shareholders
As a result of the ongoing Coronavirus (COVID-19) pandemic, and
in line with the guidelines and restrictions on travel, movement
and public gatherings imposed by the Government ("Government
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 and ensure shareholders can comply with the
current Government Measures, 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.
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 current Government
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.
Shareholders will find enclosed with this letter a form of proxy
for use at the General Meeting. The form of proxy should be
completed and returned in accordance with the instructions printed
on it so as to arrive at the Company at Suite 3B, Princes House, 38
Jermyn Street, St James's, London, SW1Y 6DN as soon as possible and
in any event not later 11:00 a.m. on 26 June 2020.
7. Recommendation
The Directors unanimously believe that the Resolutions are in
the best interests of the Company and its Shareholders and
unanimously recommend you vote in favour of the Resolutions as they
intend to do in respect of their own beneficial holdings.
Yours faithfully
Hamish Harris
Executive Chairman
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END
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