TIDMC21
RNS Number : 1846T
21st Century Technology PLC
13 November 2019
13 November 2019
21(st) Century Technology plc
("21(st) Century", "the Company" or "the Group")
Share Reorganisation
Change of Name
And
Notice of General Meeting
21st Century Technology plc (AIM: C21), the specialist provider
of integrated IoT systems and software to the passenger transport
markets, is pleased to announce it will be publishing today a
circular to shareholders to set out details of a proposed Share
Reorganisation, Change of Name and Directors' authorities to allot
New Ordinary Shares, approval to which will be sought at a General
Meeting to be held on 2 December 2019.
All capitalised terms in this announcement are as defined in the
Circular which in addition to the Notice of GM and other relevant
documents, will be available on the Company's website,
www.21stplc.com.
Background to and reasons for the Share Reorganisation
The Company's share price has been below the nominal value of
its Existing Ordinary Shares for some time. Under the Act a company
is prohibited from issuing new shares at a price less than the
nominal value. As at 11 November 2019, the latest practical date
prior to publication of the Circular, the market price of the
Company's Ordinary Shares was below their nominal value and
therefore at present the Company is restricted as to how it can use
its shares.
At close of business on 11 November 2019, the latest practical
date prior to publication of the Circular, the Company had 3,395
Shareholders of which 2,669 had shareholdings of less than 4,000
shares. These 2,669 Shareholders account for 78.6 per cent. of the
Shareholders by number, but represent only 3.6 per cent. of the
total number of Existing Ordinary Shares.
At the closing bid price of 3.5 pence on 11 November 2019, the
latest practical date prior to the publication of this Circular,
the market value of 4,000 shares was GBP140. The Directors consider
that should a Shareholder with 4,000 shares or less choose to sell
their shares, the proceeds may be significantly reduced by the
dealing costs of selling. Therefore the Directors recognise that
for small Shareholders it may be uneconomic for them to dispose of
their shares. The Share Reorganisation will allow small
Shareholders to realise value for their shares free of dealing
costs.
Another benefit of the Share Reorganisation is it will allow the
Company to reduce certain costs associated with maintaining a large
shareholder register in particular printing, postage and
registrars' costs.
For the reasons set out above, the Directors are proposing to
reorganise the Company's share capital on the terms set out
below.
Details of the Share Reorganisation
Under the Share Reorganisation, 245 new Ordinary Shares will be
issued, subject to the passing of Resolutions 3 and 4, at a price
of 6.5 pence per share to ensure that as part of the Share
Reorganisation an exact whole number of New Consolidated Ordinary
Shares will be issued. Then, the Ordinary Shares in issue at the
Record Date will be consolidated into New Consolidated Ordinary
Shares on the basis of one New Consolidated Ordinary Share for each
4,000 Ordinary Shares. Each New Consolidated Ordinary Share will
then be sub-divided into 250 New Ordinary Shares and 3,750 New
Deferred Shares.
Most Shareholders will not hold at the Record Date a number of
Existing Ordinary Shares that is exactly divisible by the
consolidation ratio. The result of the Consolidation, if approved,
will be that such Shareholders will be left with a fractional
entitlement to a resulting New Consolidated Ordinary Share. Any
such fractions as a result of the Consolidation will be aggregated
and, following the Sub-division, the Directors will in accordance
with the Articles sell the aggregated shares in the market for the
benefit of the relevant Shareholders.
The proceeds from the sale of the fractional entitlements shall
be distributed pro rata amongst the relevant Shareholders save that
where a Shareholder is entitled to an amount which is less than
GBP3 it will (in accordance with the Articles) not be distributed
to such Shareholder but will be donated to charity by the
Company.
The rights attaching to the New Ordinary Shares will be
identical in all respects to those of the Existing Ordinary
Shares.
In order to effect the Share Reorganisation, the Company
proposes to amend its articles of association. The Deferred Shares
created as a result of the Sub-division will have minimal rights,
thereby rendering the Deferred Shares, effectively valueless. The
rights attaching to the Deferred Shares can be summarised as
follows:
-- they will not entitle holders to receive any dividend or
other distribution or to receive notice or speak or vote at general
meetings of the Company;
-- they will have no rights to participate in a return of assets
on a winding up until the holders of the ordinary shares have
received the amounts paid up or credited as paid up on such shares
and the sum of GBP10,000,000 in respect of each ordinary share held
by them respectively;
-- they will not be freely transferable;
-- the creation and issue of further shares will rank equally or
in priority to the Deferred Shares;
-- the passing of a resolution of the Company to cancel the
Deferred Shares or to effect a reduction of capital shall not
constitute a modification or abrogation of their rights; and
-- the Company shall have the right at any time to purchase all
of the Deferred Shares in issue for an aggregate consideration of
GBP1.
There are no immediate plans to purchase or to cancel the
Deferred Shares, although the Directors propose to keep the
situation under review.
A copy of the proposed amendments to the articles of association
proposed to be adopted will be available for inspection at the
General Meeting and will be made available free of charge on the
Company's website at www.21stplc.com.
Existing share certificates will cease to be valid following the
Share Reorganisation. New share certificates in respect of the New
Ordinary Shares are expected to be issued by first class post at
the risk of the Shareholder within five Business Days of Admission.
No certificates will be issued in respect of the Deferred Shares,
nor will CREST accounts of Shareholders be credited in respect of
any entitlement to the Deferred Shares. No application will be made
for the Deferred Shares to be admitted to trading on AIM or any
other investment exchange.
A CREST Shareholder will have their CREST account credited with
their New Ordinary Shares following Admission, which is expected to
be on 3 December 2019.
Change of name
To reflect the new direction and reinforce the new branding of
the operating companies the Board is proposing to change the name
of the Company. Therefore a resolution will be put to the General
Meeting to change the Company's name to:
Journeo plc
Under the Act and the Company's Articles, a change of name
requires the passing of a special resolution of Shareholders at a
general meeting.
If approved, the change of name will be effective once Companies
House has issued a new certificate on the change of name. This is
expected to occur on or around 2 December 2019, being the day of
the GM. The tradeable instrument display mnemonic ("TIDM") of the
Company is expected to change to "JNEO" effective from 7.00 a.m. on
3 December 2019.
Share authorities
Following the Share Reorganisation, the Directors wish to have
authority to issue a limited proportion of the Company's issued
ordinary share capital without having to seek shareholders'
approval. Having such authorities will allow the Company to raise
capital or issue shares for other reasons quickly and flexibly and
without incurring the time and expense of convening a general
meeting. The Directors believe that at the current time authorities
in respect of 50 per cent. of the Company's issued ordinary share
capital will provide the Company with a reasonable capacity to
issue shares. Shareholder approval is being sought for these Share
authorities at the General Meeting.
General Meeting
A notice, sent to shareholders today, convening a General
Meeting of the Company to be held at the offices of WH Ireland
Limited, 24 Martin Lane, London, EC4R 0DR at 10:30 a.m. on 2
December 2019 at which Resolutions will be proposed to implement
the Share Reorganisation, Change of Name and Share authorities.
Recommendation
The Directors consider the Share Reorganisation, the Change of
Name and the Share authorities to be in the best interests of the
Company and its Shareholders as a whole. Therefore, the Directors
of the Company have unanimously recommended that shareholders vote
in favour of the Resolutions to be proposed at the GM as they
intend to do in respect of their own beneficial holdings which, in
aggregate amount to 3,007,346 Ordinary Shares representing
approximately 3.2 per cent. of the Company's current issued
ordinary share capital.
Expected timetable of principal events
Despatch of the Circular to Shareholders 13 November 2019
Latest time and date for voting 10.30 a.m. on 28 November
2019
--------------------------
General meeting 10.30 a.m. on 2 December
2019
--------------------------
Record Date for the Share Reorganisation 6 p.m. on 2 December
2019
--------------------------
Admission and dealings in the New Ordinary 3 December 2019
Shares expected to commence on AIM
--------------------------
Expected date for CREST accounts to be 3 December 2019
credited for the New Ordinary Shares to
be held in uncertified form
--------------------------
Despatch of definitive share certificates by 10 December 2019
in respect of the New Ordinary Shares
to be held in certificated form, if applicable
--------------------------
(Notes)
(1. Each of the times and dates above are indicative only and if
any of the details contained in the timetable above should change,
the revised times and dates will be notified to Shareholders by
means of an announcement through a Regulatory Information
Service.)
(2. All of the above times refer to London time unless otherwise
stated.)
(3. Some of the events listed in the above timetable in relation
to the Share Reorganisation are conditional on the passing at the
General Meeting of the Resolutions.)
For further information, please contact:
21st Century Technology plc
Russ Singleton/ Nick Lowe +44 (0) 844 871 7990
WH Ireland - Nominated Adviser and Broker
Mike Coe/ Chris Savidge +44 (0) 117 945 3470
Communications Portfolio
Ariane Comstive +44 (0) 7785 922 354
Notes to editors:
'Connected Systems for Connected Journeys'
21st Century Technology is the specialist provider of integrated
systems and software to the transport community, solving complex
operational requirements 'on-board' vehicles and the associated
'in-street' information delivery infrastructure. Comprising a Fleet
Systems division and a Passenger Systems division, 21st Century's
innovative IoT solutions are 'connecting systems for connected
journeys'.
Fleet Systems solutions include CCTV video surveillance to
improve passenger & driver safety, vehicle & driver
performance monitoring, real-time on-board IT subsystems management
and automatic passenger counting.
Passenger Systems solutions include design, manufacture,
installation and management of all the hardware and software for
electronic passenger information systems, smart-ticketing and
wayfinding.
With over 20 years' experience in the passenger transport
industry, 21st Century specialises in creating innovative,
cost-effective technology-led solutions to safely enhance the
passenger travel experience whilst delivering real operational
benefits to vehicle manufacturers, fleet operators, transport
networks and local authorities.
Further information on the company is available on
www.21stplc.com or search for 21st Century Technology on LinkedIn
and @21stCenturyLtd on Twitter.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCBIBDBXDBBGCD
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