TIDMCPT
RNS Number : 1372J
Concepta PLC
08 April 2020
Concepta PLC
("Concepta" or the "Company")
Placing and Subscription to raise GBP1.9 million
Issues of Convertible Loan Notes
Sub-division of Share capital
Notice of General Meeting
Concepta PLC (AIM: CPT), the innovative UK personalised
healthcare company and developer of the proprietary self-test
platform ("myLotus(R)"), the UK's most accurate home-use fertility
tracking and pregnancy testing system, announces that it has
conditionally raised gross proceeds of GBP1.9 million via a Placing
and Subscription and issue of Convertible Loan Notes (the
"Fundraise").
The net proceeds of c. GBP1,739,000 will be used to:
- strengthen and develop the digital marketing effort, and
appointing of core marketing personnel;
- provide the additional working capital requirements of the
Company to refine its manufacturing provision;
- target strategic commercial contracts to exploit the myLotus
(R) product and technology nationally then internationally;
- invest in developing and extending the Concepta portfolio to
capture and provide greater insight into fertility for women and
couples to maximise their chance of conception; and
- continue to develop and improve its internal systems, controls
and compliance including its digital 'app' developments, software,
algorithms and data capture.
Highlights:
-- GBP1.9 million (before expenses) to be raised at an Issue Price of 0.8p via:
- the conditional placing of 112,187,500 new Ordinary Shares with new and existing investors
- the conditional subscription of 112,687,500 new Ordinary
Shares by funds managed by Mercia Asset Management PLC ("Mercia")
and various Directors of the Company
- the conditional subscription for GBP101,000 of Convertible Loan Notes by Mercia
-- The Fundraise will be subject to Concepta's shareholders
approving resolutions to increase the Directors' authority to allot
the Placing Shares, the Subscription Shares and the new Ordinary
Shares that would be required to be allotted and issued upon the
exercise in full of the Convertible Loan Notes; as well as Ordinary
Shares up to the aggregate nominal value of GBP88,315.
-- Novum Securities acted as Placing Agent to the fundraise
-- Proposed sub-division of each Existing Ordinary Shares of
2.5p be sub-divided into one Ordinary Share of 0.1p and one
Deferred Share of 2.4p.
-- A Circular which sets out further details of the conditional
Fundraise, the subdivision of share capital, and also includes a
Notice of General Meeting, will be sent to shareholders later today
(the "Circular"). The General Meeting is to be held at 52 Ninian
Road, Cardiff CF23 5EJ at 11.00 a.m. on 24 April 2020.
-- In light of the UK Government's public health advice in
response to the COVID-19 outbreak, all Shareholders are encouraged
to submit their form of proxy appointing the chairman of the
General Meeting as proxy, and the Board requests that no
Shareholders should attend the General Meeting. Only the formal
business of the Resolutions will be carried out at the General
Meeting and no update will be provided.
-- To enable Shareholders to ask questions relating to the
matters to be dealt with at the General Meeting, Shareholders are
requested to email any questions to the Company (via
concepta@walbrookpr.com ) by no later than 6.00 p.m. on 22 April
2020. Answers will be posted on the Company's website by no later
than 6.00 p.m. on 23 April 2020.
-- To register for dial-in details and to submit any questions
please contact Walbrook PR via email at concepta@walbrookpr.com or
call +44 (0)20 7933 8787.
-- Application will be made for the Placing Shares and the
Subscription Shares to be admitted to trading on AIM, with dealings
expected to commence on 27 April 2020, on the assumption that,
inter alia, the Resolutions are passed.
Commenting on outlook and focus, Penny McCormick, Chief
Executive Officer, commented:
"We are very grateful for the continuing support from our
existing shareholders and welcome new investors who have
participated in the Placing and Subscription, in particular the
support shown by our largest shareholder Mercia.
"This fundraise provide us with a solid platform from which to
drive the commercial success of our flagship self-test fertility
test myLotus (R). I remain confident that we have a business with
substantial upside opportunity and these funds will allow us to
deliver upon its potential."
The Circular, extracts of which are included below, will also be
available later today via the Company's website at:
https://conceptaplc.com/investors-dashboard/circulars
Concepta plc www.conceptaplc.com
P enny McCormick , Chief Executive via Walbrook PR
Officer
Maddy Kennedy, Chief Financial
Officer
SPARK Advisory Partners Limited Tel: +44 (0)20 3368 3550
(NOMAD)
Neil Baldwin
Novum Securities (Broker) Tel: +44 (0)20 7399 9400
Colin Rowbury
Walbrook PR Ltd (Media & Investor Tel: +44 (0)20 7933 8780 or concepta@walbrookpr.com
Relations)
Paul McManus Mob: +44(0)7980 541 893
About Concepta PLC ( www.conceptaplc.com )
Concepta PLC is an AIM-quoted pioneering UK healthcare company
that has developed a proprietary product, myLotus(R), targeted at
the personalized mobile health market with a primary focus on
hormone testing and increasing a woman's chances of naturally
getting pregnant and to provide insight to unexplained
infertility.
myLotus(R) is currently the only consumer product which allows
both quantitative and qualitative home (self-test) test measurement
of a woman's personal luteinizing hormone (LH) during ovulation and
human chorionic gonadotropin (hCG) hormone level during pregnancy,
facilitating higher conception rates and early diagnosis of
fertility issues. The proposition of myLotus(R) is to empower women
to better understand their hormone levels and menstrual cycle and
help women conceive naturally by identifying their window of
fertility and optimal time for conception.
The Company has received CE-mark certification for myLotus(R)
and has launched its first product in the UK. The Company is
preparing plans to roll-out across the core EU countries in
2020.
myLotus(R) is expected to be beneficial to users who have been
unable to conceive after 6 months of trying. This highly motivated
target group of women won't typically be offered medical
intervention until after 12 months of unsuccessfully trying to
conceive, with IVF not usually offered until after two years of
trying to conceive. Research indicates couples start to take
positive action ahead of this time typically with little medical
support to help them do so.
The following has been extracted from the Circular:
1. Background to and reasons for the General Meeting
Today, 8 April 2020, the Company announced that it had
conditionally raised gross proceeds of GBP1.9 million via (i) the
conditional placing of 112,187,500 new ordinary shares of 0.1p each
in the capital of the Company with new and existing investors of
the Company at a price of 0.8 pence per Placing Share, (ii) the
conditional subscription for 112,687,500 new ordinary shares of
0.1p each in the capital of the Company by certain subscribers
(including Mercia GP and Mercia EIS and various Directors of the
Company) at a price of 0.8 pence per Subscription Share; and (iii)
the conditional subscription for GBP101,000 of Convertible Loan
Notes by Mercia GP. The Placing was undertaken by Novum.
As such, the Board is seeking the authority to allot and issue
the Placing Shares, the Subscription Shares and the new Ordinary
Shares that would be required to be allotted and issued upon the
exercise in full of the Convertible Loan Notes, as well as Ordinary
Shares (and/or rights to subscribe to them) up to the aggregate
nominal value of GBP88,315.
The Placing, the Subscription and the issue of the Convertible
Loan Notes are subject to the requisite Shareholders' approval and,
accordingly, the issue of the above mentioned new Ordinary Shares
is conditional on, inter alia, the passing of certain resolutions
by the Company's Shareholders at a duly convened general meeting of
the Company.
In light of the public health advice in response to the COVID-19
outbreak, including to limit travel and public gatherings, the
Company strongly encourages all Shareholders to submit their form
of proxy, appointing the chairman of the General Meeting as proxy,
rather than attend the General Meeting in person. Only the formal
business of the Resolutions will be carried out at the General
Meeting and no update will be provided.
2. The Placing
The Placing is conditional upon, inter alia:
-- the Resolutions (as defined above) being duly passed at the
General Meeting by 24 April 2020, and Admission becoming effective
on or before 8.00 a.m. on 27 April 2020 or such later time and/or
date as the Company, Novum and SPARK may agree, but in any event by
no later than 8.00 a.m. on 4 May 2020;
-- the Placing Agreement having become unconditional in all
respects and not having been terminated; and
-- completion of the Subscription.
The Placing is not being underwritten. The Placing Shares will
be allotted on 24 April 2020, with Admission expected on 27 April
2020.
3. The Subscription
The Subscription is conditional upon, inter alia:
-- the Resolutions (as defined above) being duly passed at the
General Meeting by 24 April 2020; and
-- Admission becoming effective on or before 8.00 a.m. on 27
April 2020 or such later time and/or date as the Company, Novum and
SPARK may agree, but in any event by no later than 8.00 a.m. on 4
May 2020.
The Subscription Shares will be allotted on 24 April 2020, with
Admission expected on 27 April 2020.
4. The Convertible Loan Notes
Mercia GP ("Lender") has agreed to subscribe for all the
Convertible Loan Notes (being a cash sum of GBP101,000 ("Loan"))
and such sum will be paid to the Company on or before 24 April
2020, conditional on Admission.
The Convertible Loan Notes have the following principal
terms:
Maturity Date: 27 April 2023
Coupon: the interest rate on the Loan is 5%. In the event of
default (i.e. redemption being triggered and the Loan failing to be
repaid on time), interest at 5% will continue to be payable.
Security: the Loan is unsecured.
Repayment: The Company will redeem the full amount of the Loan
together with all interest accrued and the Redemption Premium (to
the extent not previously converted) on the Maturity Date.
The Loan may also fall due for redemption in certain
circumstances including, inter alia, or in the event of the
insolvency of the Company.
Redemption Premium: a redemption premium of 30% of the aggregate
value of the Loan to be redeemed shall be payable on a redemption
(but not a conversion) of the Loan.
Conversion: the whole of the Loan (but not part only) together
with all interest accrued can be converted at the Conversion Price
by the submission of a conversion notice ("Conversion Notice") by
the Lender to the Company at any time until 20 business days prior
to the Maturity Date.
The Loan together with all interest accrued may also convert on
a change of control of Concepta (as defined in section 1124 of the
Corporation Tax Act 2010), i.e. an offeror and any person or
persons acting in concert (as defined in the City Code on Takeovers
and Mergers) with him acquiring shares or voting rights enabling
them to control the manner in which the Company is managed).
In the event of service of a Conversion Notice, all of the Loan
must convert. However, to the extent that the total number of
Shares to which the Lender is entitled upon such Conversion, when
taken together with any other Shares held by the Lender and any
concert party of the Lender, equals or exceeds 30% of the issued
share capital of the Company at any time the amount of the Loan
representing such excess shall be redeemed in cash by the
Company.
Conversion Price: the conversion price will be 0.8p or, if
lower, the average closing price on AIM of the Ordinary Shares for
the five business days preceding the relevant conversion date.
The Convertible Loan Note has not been "whitewashed", therefore
if Mercia were to convert the CLN at a point where its aggregate
shareholding post conversion exceeded 30% of the issued share
capital of the Company it would be subject to Rule 9 of the
Takeover Code and be required to make an offer to acquire all the
Ordinary Shares not owned by it.
5. Subdivision of share capital
The Act prohibits the Company from issuing shares at a price
below their nominal value. As the price at which the Placing Shares
and the Subscription Shares are proposed to be issued is below the
current nominal value of 2.5p per ordinary share, it is proposed
that each of the Existing Ordinary Shares of 2.5p be sub-divided
into one New Ordinary Share of 0.1p and one Deferred Share of 2.4p,
such Deferred Shares having the rights and being subject to the
restrictions attached to them as set out in Resolution 3 in the
Notice of General Meeting.
The Deferred Shares will not entitle their holders to receive
notice of or to attend or vote at any general meeting of the
Company, or to receive any dividend or other distribution. On a
return of capital on a winding up or dissolution of the Company,
the Deferred Shares will be entitled as a class to receive in
aggregate the sum of GBP1 prior to any return on capital paid in
respect of the Ordinary Shares. The holders of Deferred Shares are
not entitled to any further right of participation in the assets of
the Company. The Company shall have the right to purchase the
Deferred Shares in issue at any time for an aggregate sum of GBP1.
As such, the Deferred Shares effectively have no value. Share
certificates will not be issued in respect of the Deferred Shares,
and they will not be admitted to trading on AIM. The Company
intends to buy the Deferred Shares back as soon as reasonably
practicable but this would be subject to Shareholders' approval
which the Company would look to obtain at the next general meeting
to held by the Company following the General Meeting.
The Company's issued share capital currently consists of
264,946,675 Existing Ordinary Shares, and this number will not be
changed by the Subdivision. The ISIN for the Existing Ordinary
Shares is GB00BYZ2R301.
6. Use of Proceeds
The primary use of the net proceeds of GBP1.739 million will be
to strengthen and develop the digital marketing effort, strengthen
the core team and provide the additional working capital
requirements of the Company to refine its manufacturing provision
and to target strategic commercial contracts to exploit the myLotus
product and technology nationally then internationally.
The Company will invest in developing and extending the Concepta
portfolio to capture and provide greater insight into fertility for
women and couples to maximise their chance of conception.
The Company will also continue to develop and improve its
internal systems, controls and compliance including its digital
'app' developments, software, algorithms and data capture.
7. Related Party Transactions
Mercia owns 72,036,395 shares, representing 27.19% of the
current issued share capital of the Company, and Mercia is a
"substantial shareholder" in the Company. Penny McCormick, Maddy
Kennedy, Lyn Rees and Adam Reynolds are Directors of the
Company.
Subscription
Each of Mercia GP, Mercia EIS, Penny McCormick, Maddy Kennedy,
Lyn Rees and Adam Reynolds has agreed that they will participate in
the Subscription as set out below.
Name Amount Existing Number of No of Ordinary % of Ordinary
subscribed shares Subscription Shares held post Share
in the Shares Admission Capital
Company held post
Admission
Mercia GBP599,000 72,036,395 74,875,000 146,911,395 29.99%
------------- ----------- -------------- ------------------ --------------
Penny McCormick GBP10,000 - 1,250,000 1,250,000 0.26%
------------- ----------- -------------- ------------------ --------------
Maddy Kennedy GBP10,000* - 1,250,000 1,250,000 0.26%
------------- ----------- -------------- ------------------ --------------
Lyn Rees GBP12,500 - 1,562,500 1,562,500 0.32%
------------- ----------- -------------- ------------------ --------------
Adam Reynolds GBP50,000 1,834,722 6,250,000 8,084,722 1.65%
------------- ----------- -------------- ------------------ --------------
*Half of the subscription by Maddy Kennedy will be made by her
husband.
Mercia's investment is split between Mercia GP (GBP99,000) and
Mercia EIS (GBP500,000). Mercia's existing and post-Admission
holding includes 12,699,967 shares held by Enterprise Ventures
(General Partner FY Seedcorn) Limited as general partner of Finance
Yorkshire Seedcorn LP.
All of the above parties are participating on the same terms as
all other placees.
The participation in the Subscription by each of Mercia GP,
Mercia EIS, Penny McCormick, Maddy Kennedy, Lyn Rees and Adam
Reynolds, and the subscription by Mercia GP for the Convertible
Loan Notes, constitute related party transactions under the AIM
Rules for Companies.
Peter Dines, who is Chief Operating Officer at Mercia Asset
Management PLC, Penny McCormick, Maddy Kennedy, Lyn Rees and Adam
Reynolds who are Directors of Concepta, are not considered
independent in relation to the consideration of these related party
transactions under AIM Rule 13.
Therefore Neil Mesher, who is considered to be an independent
director of the Company for this purpose, has considered the
participation of Mercia GP, Mercia EIS, Penny McCormick, Maddy
Kennedy, Lyn Rees and Adam Reynolds in the Subscription. Having
consulted with SPARK Advisory Partners, the Company's nominated
adviser, the independent director considers that the terms of each
of Mercia GP's, Mercia EIS', Penny McCormick's, Maddy Kennedy's,
Lyn Rees' and Adam Reynolds' participation in the Subscription are
fair and reasonable insofar as Shareholders are concerned.
Convertible Loan Notes
In addition to its participation in the Subscription, Mercia GP
has agreed to subscribe for the GBP101,000 of Convertible Loan
Notes. The subscription by Mercia GP for the Convertible Loan Notes
constitutes a related party transaction under the AIM Rules for
Companies. Peter Dines is not considered independent in relation to
the consideration of this related party transaction under AIM Rule
13.
When the Company commenced the fundraising process in early
March 2020, at the outset Mercia agreed in principle to
"cornerstone" up to GBP700,000 in the Subscription. This support
from a longstanding and significant shareholder, together with
participation from a number of the Directors in the Subscription,
has been instrumental in assisting the Company's brokers in raising
the balance of the funds required in the Subscription and Placing.
However, during the course of the fundraising, it became apparent
that if Mercia were to subscribe this amount in Ordinary Shares at
the Issue Price, its aggregate shareholding (together with its
connected funds) post Admission would exceed 30% of the share
capital of the Company, and consequently under the City Code on
Takeovers and Mergers would require them to either make an offer to
all shareholders for the shares they do not hold or to seek a
"whitewash" from the Panel on Takeovers and Mergers. To avoid this
requirement, the Directors (other than Peter Dines) proposed that
Mercia should invest GBP599,000 in the Subscription, being the
maximum amount permissible to leave Mercia's holding (together with
its connected parties) at less than 30%, and for Mercia to invest
the balance of GBP101,000 via the Convertible Loan Notes ("CLN"),
but for the CLN not to be subject to a "whitewash", which would
take additional time to obtain. The independent Directors (ie other
than Peter Dines) have been keen to conclude the fundraising given
the volatility in the capital markets. Mercia agreed to this
proposal, subject to the terms and conditions attached to the CLN.
The independent Directors considered it appropriate, given general
economic circumstances, to secure access to a further GBP101,000,
which provides the Company with incremental headroom in its working
capital budget.
Therefore, all of the Directors (with the exception of Peter
Dines), have considered the subscription by Mercia GP for the
Convertible Loan Notes. Having consulted with SPARK Advisory
Partners, the Company's nominated adviser, the independent
Directors consider that the terms of Mercia GP's subscription for
the Convertible Loan Notes, are fair and reasonable insofar as
Shareholders are concerned. The issue of the CLNs to Mercia is
subject to the approval of independent shareholders (i.e. excluding
Mercia) at the General Meeting of Resolution 3.
8. Resolutions
A summary and brief explanation of the resolutions to be
proposed at the 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
Notice at the end of this document. The following resolutions will
be proposed at the General Meeting:-
Resolution 1, which will be proposed as an ordinary resolution,
is to approve the Subdivision;
Resolution 2, - which will be proposed as a special resolution,
and which is subject to the passing of Resolution 1, is to approve
the amendment of the Articles of Association to include the rights
attaching to the Deferred Shares;
Resolution 3, - which will be proposed as an ordinary
resolution, and which is subject to the passing of Resolutions 1
and 2, is to approve the issue of the Convertible Loan Notes to
Mercia GP;
Resolution 4 , which will be proposed as an ordinary resolution,
and which is subject to the passing of Resolutions 1 and 2, is to
authorise the Directors to allot the Placing Shares and the
Subscription Shares and the shares subject to the Convertible Loan
Notes, and further new Ordinary Shares up to an aggregate nominal
value of GBP88,315; and
Resolution 5, which will be proposed as a special resolution and
which is subject to the passing of Resolutions 1, 2, and 4,
dis-applies statutory pre-emption rights, provided that such
authority shall be limited to the Placing Shares and the
Subscription Shares and the shares subject to the Convertible Loan
Notes, and further Ordinary Shares having an aggregate nominal
value of GBP48,982.
The authorities contained in the Resolutions replace those
granted to Directors at the most recent Annual General Meeting.
9. General Meeting and COVID-19 measures
In light of the UK Government's public health advice in response
to the COVID-19 outbreak, including to limit travel and public
gatherings, the Company strongly encourages all Shareholders to
submit their form of proxy appointing the chairman of the General
Meeting as proxy.
In addition, to comply with the above advice that physical
gatherings should consist of no more than two persons in public,
the Board requests that no Shareholders should attend the General
Meeting. The Board has already made arrangements for two
Shareholders to attend in person. These Shareholders will
constitute the minimum quorum for the General Meeting to take place
under the Articles and the requirements of the Act. Any
Shareholders (other than the two Shareholders referred to above)
that do attend will be refused entry.
Shareholders should note that only the usual and formal business
set out in the notice of the General Meeting will be considered at
the General Meeting and no update will be provided. The General
Meeting will be conducted swiftly, with no refreshments, no
presentation by the directors and no question and answer session.
The Company does value Shareholder participation and so, in order
to enable Shareholders to ask questions relating to the matters to
be dealt with at the General Meeting, Shareholders are requested to
email any questions to the Company (concepta@walbrookpr.com) by no
later than 6.00 p.m. on 22 April 2020. Answers will be posted on
the Company's website by no later than 6.00 p.m. on 23 April
2020.
The Company also 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 form of proxy received appointing a person other than
the chairman of the General Meeting as the Shareholder's proxy will
be deemed to have appointed the chairman of the General Meeting as
that Shareholder's proxy. Accordingly, Shareholders wishing to vote
on any of the matters of business are urged to do so through
completion of their form of proxy, which can be submitted to the
Company's Registrar. Forms of proxy should be completed and
returned in accordance with the instructions thereon.
10. Board Recommendations
All the Directors recommend that you vote in favour of
Resolutions 1 and 2.
In relation to Resolution 3, as Mercia GP (whom Peter Dines
represents on the board) is subscribing for the Convertible Loan
Notes, Peter Dines is not considered independent and as such has
not participated in the recommendation. All of the Directors
(excluding Peter Dines) consider that the subscription for the
Convertible Loan Notes by Mercia GP and Resolution 3 to be
considered at the General Meeting are in the best interests of the
Company and its shareholders as a whole. These Directors (excluding
Peter Dines) recommend that you vote in favour of Resolution 3.
In relation to Resolutions 4 and 5,as Penny McCormick, Maddy
Kennedy, Lyn Rees, and Adam Reynolds have participated in the
Subscription, they are not considered independent and as such have
not participated in the recommendation In addition, as Mercia GP
and Mercia EIS (whom Peter Dines represents on the board), have
participated in the Subscription, Peter Dines is not considered
independent and as such has not participated in the recommendation
either. Neil Mesher, as the only independent Director, considers
that the Placing and the Subscription and Resolutions 4 and 5 are
in the best interests of the Company and its shareholders as a
whole. Neil Mesher recommends that you vote in favour of these
resolutions.
DEFINITIONS USED IN THIS ANNOUNCEMENT AND IN THE CIRCULAR
"Act" Companies Act 2006
"Admission" admission of the Placing Shares and the
"AIM" Subscription Shares to trading on AIM,
which is expected to take place on or
around 27 April 2020 if the Resolutions
are passed at the General Meeting
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 8 April 2020
--------------------------------------------------
"Convertible Loan Note(s)" the convertible loan note(s) of the Company
or "CLN(s)" duly constituted by a Convertible Loan
Note Instrument executed by the Company
on 7 April 2020 and further details of
which are set out in paragraph 4 of the
Letter from the Chairman
--------------------------------------------------
"Deferred Shares" deferred shares of 2.4p each in the capital
of the Company following the Subdivision
--------------------------------------------------
"Company" Concepta plc, a company registered in
England and Wales with registered number
06573154
--------------------------------------------------
"Enlarged Share Capital" together the New Ordinary Shares, the
Placing Shares and the Subscription Shares
--------------------------------------------------
"Existing Ordinary ordinary shares of 2.5p each in the capital
Shares" of the Company
--------------------------------------------------
"Existing Shareholders" holders of Ordinary Shares at the date
of this document
--------------------------------------------------
"FCA" the Financial Conduct Authority
--------------------------------------------------
"form of proxy" the form of proxy accompanying this Document
for use at the General Meeting
--------------------------------------------------
"General Meeting" or the General Meeting of Shareholders to
"GM" be held at 11.00 a.m. on 24 April 2020
at 52 Ninian Road, Cardiff, CF23 5EJ
--------------------------------------------------
"Group" the Company and its subsidiaries as at
the date of this Document
--------------------------------------------------
"Issue Price" 0.8p per Placing Share and Subscription
Share
--------------------------------------------------
"London Stock Exchange" London Stock Exchange plc
--------------------------------------------------
"Mercia" Mercia GP and Enterprise Ventures (General
Partner FY Seedcorn) Limited as general
partner of Finance Yorkshire Seedcorn
LP
--------------------------------------------------
"Mercia EIS" Share Nominees Limited as nominee of the
Mercia EIS Funds, the transparent contractual
funds invested by beneficial owners seeking
EIS and SEIS reliefs which are managed
by Mercia Fund Management Limited
--------------------------------------------------
"Mercia GP" Mercia (General Partner) Limited as general
partner of Mercia Investment Plan LP
--------------------------------------------------
"New Ordinary Share(s)" the new Ordinary Shares arising as a result
of the Subdivision
--------------------------------------------------
"Novum" Novum Securities Limited, the Company's
broker
--------------------------------------------------
"Ordinary Shares" new ordinary shares of 0.1p each in the
capital of the Company
--------------------------------------------------
"Placing" the conditional placing of the Placing
Shares at the Issue Price, further details
of which are set out in paragraph 2 of
the Letter from the Chairman
--------------------------------------------------
"Placing Agreement" the conditional agreement dated 7 March
2020 between (1) the Company, (2) Novum
and (3) SPARK relating to the Placing
--------------------------------------------------
"Placing Shares" the 112,187,500 Ordinary Shares to be
issued by the Company pursuant to the
Placing
--------------------------------------------------
"Proposals" the proposals set out in this Document
which Shareholders are being asked to
consider and, if thought fit, approve,
comprising (i) the Subdivision, (ii) the
alterations to the Articles, (iii) the
creation and allotment of the Convertible
Loan Notes, (iv) the authority to allot
Ordinary Shares and (v) the dis-application
of pre-emption rights
--------------------------------------------------
"Record Date" 6.00 p.m. on 24 April 2020 (or such later
date as the Directors may determine and
communicate to Shareholders by an appropriate
announcement to a Regulatory Information
Service) being the date by reference to
which the Subdivision is calculated
--------------------------------------------------
"Resolutions" the resolutions set out in the notice
of General Meeting
--------------------------------------------------
"SPARK" SPARK Advisory Partners Limited, the Company's
Nominated Adviser
--------------------------------------------------
"Shareholders" holders of Ordinary Shares in the Company
from time to time
--------------------------------------------------
"Sterling" or "GBP" the lawful currency of the UK
--------------------------------------------------
"Subdivision" the proposed subdivision of each Existing
Ordinary Share into 1 New Ordinary Share
and 1 Deferred Share
--------------------------------------------------
"Subscription" the conditional subscription for the Subscription
Shares at the Issue Price, the subscribers
for which include Mercia GP and Mercia
EIS, Mrs P McCormick, Mrs M Kennedy, Mr
L Rees and Mr A Reynolds
--------------------------------------------------
"Subscription Shares" the 112,687,500 Ordinary Shares the subject
of the Subscription
--------------------------------------------------
"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.
--------------------------------------------------
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
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From Apr 2024 to May 2024
Myhealthchecked (LSE:MHC)
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From May 2023 to May 2024