1PM PLC Capital Reorganisation (6784J)
July 19 2013 - 2:00AM
UK Regulatory
TIDMOPM
RNS Number : 6784J
1PM PLC
19 July 2013
19 July 2013
1PM PLC
(AIM: OPM)
Posting of Annual Report
and
Proposed Capital Reorganisation
1pm plc ("1pm" or "the Company"), the AIM traded specialist
provider of asset finance facilities to the SME sector, announces
that its Notice of AGM and Annual Report and Accounts for the year
ended 31 May 2013 are being sent to shareholders today. In
addition, the Company is also sending a circular and notice of a
general meeting convened to approve, inter alia, a proposed capital
reorganisation (the "Circular"). The above documents can be viewed
from the Company's website, www.1pm.co.uk
Background to and reasons for the Capital Reorganisation
The Company proposes to carry out the Capital Reorganisation
such that every Existing Ordinary Share will be consolidated into
New Ordinary Shares on the basis of 0.006818 New Ordinary Shares
for each 1 Existing Ordinary Share.
The Company's current share capital is divided into
4,395,618,769 ordinary shares of
0.068181817561983476709241120825081)pence each. Over the twelve
months ending at close of business on 17 July 2013 (the latest
practical date prior to the publication of the Circular) the
Company's share price on AIM has ranged between 0.075p and
0.295p.
The trading performance of the Company over the past two
financial years has improved significantly, culminating in the
recent announcement of its results for the financial year to 31 May
2013.The Company reported revenues of GBP3.11m (2012: GBP2.31m,
2011: GBP1.33m) and pre-tax profits of GBP0.77m (2012: GBP0.44m,
2011: GBP0.20m ). In addition, the Company's lease portfolio as at
31 May 2013 was GBP14.8m which represents an increase of 126 per
cent. from the level reported as at 31 May 2010 (GBP6.55m).
To reinforce the trading and financial progress made by the
Company, the Board believes that it would be appropriate and
beneficial to both the Company and its Shareholders to undertake
the Capital Reorganisation. The Capital Reorganisation will, if
implemented, allow the Company's share price to be consolidated
such that it is no longer at a sub penny share price.
Under the Capital Reorganisation, which is proposed to be
effected pursuant to the power to consolidate shares provided in
Article 43.1 of the Articles, the Existing Ordinary Shares will be
consolidated into New Ordinary Shares on the basis of 0.006818 New
Ordinary Shares for each 1 Existing Ordinary Shares. Each New
Ordinary Share will have a nominal value of 10 pence, which will be
easier to manage than the nominal value of Existing Ordinary Shares
which has 33 decimal places.
For the reasons set out above, the Directors are proposing the
Capital Reorganisation.
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 Ordinary Share.
Under Article 44 of the Articles, any fractions arising as a
result of the Consolidation should be aggregated and sold for the
best price reasonably obtainable, and the net proceeds of sale
distributed in due proportion among such Shareholders unless the
Directors consider that the cost of distribution would, in the
reasonable opinion of the Board, be disproportionate to the amounts
involved.
The Directors have decided, pursuant to the discretion provided
in Article 44 and in line with market practice, that the costs of
distributing any amounts less than GBP3 would be disproportionate
to the amounts being distributed. Based on the current price of
Existing Ordinary Shares, the maximum value of any fractional
entitlement will be less than 20 pence. Therefore, all proceeds of
sale of fractional entitlements arising as a consequence of the
Capital Reorganisation will be retained for the benefit of the
Company.
Shareholders should be aware that any Shareholder holding fewer
than 147 Existing Ordinary Shares as at close of business on 16
August 2013 will not receive any New Ordinary Shares under the
Reorganisation, and as a result will no longer have any interest in
shares in the Company.
Any Shareholder who holds fewer than 147 Existing Ordinary
Shares and wishes to retain an interest in the Company will need to
acquire additional Existing Ordinary Shares so that the
Shareholder's enlarged holding at the Record Date is divisible at
least once by 147.
The rights attaching to the New Ordinary Shares will be
identical in all respects to those of the Existing Ordinary
Shares.
Existing share certificates will cease to be valid following the
Capital Reorganisation. New share certificates in respect of the
New Ordinary Shares will be issued by 26 August 2013.
A CREST Shareholder will have their CREST account credited with
their New Ordinary Shares following their Admission, which is
expected to be on 19 August 2013.
The Capital Reorganisation is conditional upon, and effected by,
the resolution of the Shareholders at the General Meeting as
required by the Companies Act 2006 and the Articles. The General
Meeting is expected to take place at 10.15 a.m., or as soon
thereafter as the AGM convened for 10.00 a.m. on that day has
concluded, on 16 August 2013.
If the Resolutions are passed, the Capital Reorganisation will
become effective immediately following close of business on the
Record Date, being 16 August 2013.
The Definitions which apply in the Circular have been used in
this announcement.
Contacts:
1pm plc www.1pm.co.uk
Maria Hampton, Managing Director +44 (0) 844 967 0944
WH Ireland Limited
Mike Coe +44 (0) 117 945 3470
Winningtons
Paul Vann Tel: +44 (0) 117 985 8989
Mob: +44 (0) 7768 807631
This information is provided by RNS
The company news service from the London Stock Exchange
END
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