RNS Number:5993N
Axiomlab PLC
16 July 2003
Strictly Embargoed until 07.00 16 July 2003
This announcement is not for release, publication or distribution in or into the
United States, Australia, Canada, Japan or the Republic or Ireland.
AXIOMLAB PLC
RECOMMENDED PROPOSALS FOR A RETURN OF CASH AND
CANCELLATION OF AXIOMLAB'S AIM TRADING FACILITY
Axiomlab plc ("Axiomlab" or the "Company"), the regional provider of capital and
business building expertise, announces that the Board has now finalised the full
details of a proposal to offer Shareholders the opportunity of a return of cash
combined with a delisting (the "Proposals").
SUMMARY OF PROPOSALS
* The Proposals, which have been recommended by the Independent
Non-Executive Directors and which will be carried out via a Court approved
scheme of arrangement, provide flexibility for all Ordinary Shareholders by
offering them three alternatives:
- to receive 0.85p in cash for each Axiomlab Share together with a
Limited Participation Share that will entitle them to a limited right to
participate in realisation proceeds of a windfall nature within a specified
period of time; or
- to make a Reinvestment Election by electing to roll-over all of their
shareholding into a newly formed unlisted company ("New Axiomlab"), which allows
any Ordinary Shareholder to maintain their equity investment in the Axiomlab
Group; or
- to opt for any combination of cash or continued equity investment as
they choose.
* Axiomlab's AIM trading facility will be cancelled following
implementation of the Proposals and replaced with a matched bargain trading
facility, operated by an independent broker, where shareholders wishing to sell
New Axiomlab Ordinary Shares will be matched with shareholders wishing to buy,
in an orderly manner.
* It is intended that New Axiomlab will ultimately be a public
limited company subject to the City Code on Takeovers and Mergers. The City Code
is a set of principles and rules, issued and administered independently by the
Takeover Panel, which is designed to ensure similar treatment of all
shareholders in relation to takeovers.
* Axiomlab has received irrevocable undertakings to vote in favour
of the Proposals at the EGM, the Class Meetings and the Court Meetings in
respect of 293,438,606 Axiomlab Shares and 12,325,000 Restricted Stock Shares,
together representing approximately 59.79% of the issued share capital of
Axiomlab.
* If the Scheme is not approved or sanctioned by the Court,
Axiomlab will retain its AIM listing. In addition, Axiomlab is unlikely to be
able to pay dividends in the foreseeable future to Shareholders due to the
significant deficit in its distributable reserves.
* Those Ordinary Shareholders who do not make a Reinvestment
Election in respect of some or all of their Axiomlab Shares will, subject to the
Proposals taking effect, have their Axiomlab Shares automatically cancelled and
will receive 0.85p in cash and a Limited Participation Share for each such
Axiomlab Share.
* The Proposals are unanimously recommended by the Independent
Non-Executive Directors who, having been so advised by Altium Capital Limited,
consider the terms of the Proposals to be fair and reasonable.
* The circular to Shareholders describing the Proposals (the "
Scheme Circular"), Forms of Proxy and Form of Election will be despatched later
today.
For further information, please contact:
Axiomlab plc
Kaj-Erik Relander, Non-Executive Director
Gordon McKenzie, Non-Executive Director
020 7600 2288
Tavistock Communications
John West
020 7600 2288
Altium Capital Limited
Mike Fletcher
0161 831 9133
Altium Capital has approved the contents of this announcement solely for the
purposes of section 21 of the Financial Services and Markets Act 2000. This
announcement does not constitute an invitation or offer to acquire any
securities.
Altium Capital, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Axiomlab and no one else in
connection with the matters described herein and is not advising any other
person or treating any other person as its client in relation thereto and will
not be responsible to anyone other than Axiomlab for providing the protections
afforded to clients of Altium Capital or for providing advice in relation to
Axiomlab, the contents of this document or any other matters referred to herein.
The Directors of Axiomlab accept responsibility for the information contained in
this announcement and, to the best of their knowledge and belief (having taken
all reasonable care to ensure that such is the case) the information contained
in this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.
RECOMMENDED PROPOSALS FOR A RETURN OF CASH AND CANCELLATION OF AXIOMLAB'S AIM
TRADING FACILITY
(To be effected by means of a Scheme of Arrangement under Section 425 of the
Companies Act 1985)
Introduction
On 14 May 2003, the Board first announced that it was examining a proposal which
may or may not lead to Shareholders being offered the opportunity of a return of
cash combined with a delisting. This was prompted by the Executive Directors in
light of the limited liquidity in the Company's shares and the general poor
performance of Axiomlab's share price. The Board announces today that it has now
finalised the full details of the Proposals, which are set out in this
announcement and the Scheme Circular to be posted to Shareholders as soon as
practical.
The Proposals
Under the Proposals, Ordinary Shareholders are offered the choice of either
receiving 0.85p per share in cash for their Axiomlab Shares, or electing to
roll-over their Axiomlab Shares and exchange them for shares in a newly formed
unlisted company, which will ultimately become Axiomlab Group plc but is
referred to in this announcement as "New Axiomlab". New Axiomlab will become the
ultimate holding company of the Axiomlab Group on implementation of the Scheme.
Ordinary Shareholders may also opt to make a mix and match election to receive a
combination of cash plus shares in New Axiomlab. In addition, as part of the
Proposals, the Restricted Stock Scheme, which was established for the benefit of
employees of Axiomlab, will be terminated and the Restricted Stock Shares which
were issued nil paid under that scheme will be cancelled on the terms set out in
the Scheme Circular.
The process of returning cash to Shareholders will be governed by a Court
procedure under section 425 of the Act and will be conditional on the approval
of the Scheme through the passing of various resolutions by Shareholders at the
Extraordinary General Meeting, by Ordinary Shareholders at the Ordinary
Shareholder Meetings and by Restricted Stock Scheme Members at the Restricted
Stock Scheme Meetings, each meeting to be held on 8 August 2003. The Scheme is
also subject to approval by the Court at the Court Hearing, which is expected to
be held on 1 September 2003. The Scheme involves a cancellation of the Company's
share premium account and, in addition, the cancellation of the existing
Ordinary Shares and the Restricted Stock Shares. These cancellations will also
require the consent of the Court, as described below.
The approval of the Proposals will permit each Ordinary Shareholder to receive
cash for their Axiomlab Shares or alternatively to choose to continue to
participate in the activities of the New Axiomlab Group.
If the Scheme is not approved by Shareholders or is not sanctioned by the Court,
Shareholders will continue to hold an investment in Axiomlab, which will retain
its AIM listing. In addition, Axiomlab is unlikely to be able to pay dividends
in the foreseeable future to Shareholders due to the significant deficit in its
distributable reserves.
New Axiomlab
Following implementation of the Proposals, it is intended that the core
activities of the New Axiomlab Group will be focused upon managing the Existing
Axiomlab Portfolio until realisation, managing third party investment funds,
making selective investments and providing corporate finance and executive
search services. Such activities will be funded using the capital retained in
New Axiomlab as a consequence of Reinvestment Elections made by those Ordinary
Shareholders who elect to roll-over their Axiomlab Shares into New Axiomlab.
The directors of New Axiomlab are Ray Ingleby, Fred Mendelsohn and Alan Aubrey.
At the date of this announcement, New Axiomlab has no assets or liabilities and
has never traded or conducted any business. The issued share capital of New
Axiomlab comprises 5,000 Transitional Shares which have been issued and are
fully paid and currently held by Fred Mendelsohn who is acting purely as the
initial New Axiomlab shareholder until such time as the Scheme becomes
effective.
Immediately following the implementation of the Proposals, New Axiomlab will be
a private unlisted company. New Axiomlab will re-register as a public limited
company shortly after the Effective Date, with the result that Ordinary
Shareholders who elect to roll-over some or all of their Axiomlab Shares into
New Axiomlab will retain the protections of the City Code. The City Code is a
set of principles and rules issued and administered independently by the
Takeover Panel, which is designed to ensure similar treatment of all
shareholders in relation to takeovers. New Axiomlab will also establish a share
dealing facility for its shareholders to provide them with a platform on which
they may trade their New Axiomlab Ordinary Shares. Further details of this
trading facility are set out below.
Irrevocables and Concert Party
Axiomlab has received irrevocable undertakings to vote in favour of the Scheme
at the Ordinary Shareholder Court Meeting in respect of 293,438,606 Axiomlab
Shares, representing approximately 58.82% of the Axiomlab Shares eligible to
vote at that meeting. In addition, Axiomlab has also received irrevocable
undertakings from the Executive Directors and others to make Reinvestment
Elections in respect of 141,600,000 Axiomlab Shares, representing approximately
27.69% of the issued share capital of Axiomlab.
Certain Shareholders (including the Executive Directors), who have been deemed
to form a Concert Party for the purposes of the City Code, currently hold 23.69%
of the issued share capital of Axiomlab. As a result of the Scheme, the
percentage holding of the Concert Party in New Axiomlab will increase beyond
30%, and therefore the Takeover Panel requires that the Scheme is conditional
also upon the approval of the Independent Shareholders. The Takeover Panel has
agreed to waive any obligation to make a general offer under Rule 9 of the City
Code that might otherwise arise as a result of the Scheme, subject to the
passing of the Independent Shareholder Resolution at the Extraordinary General
Meeting as an ordinary resolution by the Independent Shareholders on a poll. No
member of the Concert Party shall vote on the Independent Shareholder
Resolution. Further details of the Concert Party are set out the Scheme
Circular.
Background to, and reasons for, the Proposals
Axiomlab was floated on AIM on 10 August 2000 in conjunction with a #6 million
equity fundraising at 5p per share. The Company was established to provide
active support and development capital to fund business-to-business, e-commerce
and innovative technology opportunities. In June 2001, Axiomlab completed a
further equity fundraising of #12 million at 5.75p per share. Since then,
Axiomlab has broadened its focus by making investments across a wider range of
early-stage technology businesses.
To date, Axiomlab has made investments in 13 early-stage businesses. In
addition, the Company has invested #1 million in Techtran, a subsidiary of
Axiomlab, through which it currently has rights under the Leeds University
Agreement, further details of which are set out in the Scheme Circular, to
certain future economic interests in intellectual property generated by the
University of Leeds. Details of Axiomlab's Investment Companies, and of
Techtran, are provided below and in the full text of the Company's preliminary
results for the year ended 30 April 2003 also announced today.
As a vehicle listed on AIM, Axiomlab has had to address a number of issues:
* due to a number of factors, not least negative public
market sentiment towards early-stage technology based businesses, the Company's
share price has continued to fall despite having made investments intended to
create a more varied portfolio across a broad range of sectors;
* the market for Axiomlab Shares on AIM has been relatively
illiquid and the Directors believe that the opportunity to raise further funding
on AIM is limited;
* Axiomlab invests in early-stage businesses, which typically
have a relatively long investment cycle and accordingly there is little prospect
of Axiomlab realising the value of individual investments in the short term;
* the adverse effect of the fall in the Company's share price
on the employee incentives provided by the Restricted Stock Shares and Axiomlab
Options has made staff retention and incentivisation increasingly difficult; and
* being a listed company has restricted Axiomlab's ability to
win mandates to manage certain third party funds.
Accordingly, having taken all these factors into account, the Board concluded
that it is no longer appropriate for Axiomlab to continue as an AIM listed
company. Furthermore, the Board believes that it should offer Shareholders the
opportunity either to realise their investment in Axiomlab for cash or to
roll-over their investment into a new unlisted company to provide its working
capital. The Board consulted with the Company's financial adviser, Altium
Capital, and explored alternative ways of structuring a proposal to provide
flexibility for all Ordinary Shareholders. The key requirement of any proposal
was the ability to accommodate both those Shareholders who wanted a return of
cash at this stage and those Shareholders who wished to continue as shareholders
and preferred to wait for any potential gains arising from a future realisation
of the Existing Axiomlab Portfolio. After much consideration, the Board
concluded that a Court approved scheme of arrangement under section 425 of the
Act together with a simultaneous de-listing would best serve Shareholders'
interests as a whole. This forms the basis of the Proposals below and has been
supported by several institutional Shareholders who have given irrevocable
undertakings in support of the Proposals.
Outline of the Proposals
The Proposals have been designed to allow a return of cash to Ordinary
Shareholders equivalent to Axiomlab's estimated remaining available net cash per
share calculated after deducting the cost of commitments to certain Investment
Companies, the cash invested in Techtran and the costs of the Scheme (which are
estimated to be approximately #375,000 exclusive of applicable VAT). The Board
has, however, provided flexibility for Ordinary Shareholders by offering three
alternatives, namely:
(1) to receive 0.85p in cash for each Ordinary Share, together with a
Limited Participation Share; or
(2) to make a Reinvestment Election, which allows any Ordinary
Shareholder to roll-over their investment in Axiomlab into New Axiomlab; or
(3) to opt for a combination of (1) and (2) above.
On implementation of the Proposals, New Axiomlab will become the ultimate
holding company of Axiomlab and the vehicle through which the return of cash
will be made to Shareholders to the extent that they do not make a Reinvestment
Election.
Implementation of the Scheme is subject to the Conditions set out in Appendix I
to this announcement being satisfied or, where permitted, waived.
Basic Terms of the Scheme
The Scheme will be effected by means of a scheme of arrangement under section
425 of the Act. Further details of the Scheme are set out below.
Axiomlab Shares
On the Scheme becoming effective, each Ordinary Shareholder will, regardless of
whether they have made a Reinvestment Election, receive one Transitional Share
for each Axiomlab Share held at the Scheme Record Time.
Immediately after the Effective Date, the Transitional Shares will be converted
as follows:
(a) Where an Ordinary Shareholder does not make a Reinvestment Election
in respect of a Transitional Share, that Transitional Share will convert into
one Cash Redemption Share and one Limited Participation Share.
- The Cash Redemption Shares entitle their holders to receive a return
of cash. All Cash Redemption Shares will be redeemed on the Cash Redemption Date
for 0.85p per share in cash and will effectively have no further rights pursuant
to the Scheme other than this redemption.
- Limited Participation Shares entitle their holders to participate in
profits of a windfall nature from any part of the Existing Axiomlab Portfolio
which are realised from transaction or transactions which is initiated during
the period ending on the date 15 months after the Effective Date. To the extent
that the proceeds received at completion of a transaction or transactions
initiated during this period comprise cash and/or marketable securities and
exceed #4 million, the Limited Participation Shares will participate in those
proceeds as if they were Existing Portfolio Shares. This participation will be
distributed through preferential dividends, to be satisfied in cash or through a
distribution in specie of marketable securities, in respect of those excess
proceeds.
The Limited Participation Shares confer no other right to participate in the
profits or assets of any other business carried on within the New Axiomlab Group
following implementation of the Proposals.
(b) Where an Ordinary Shareholder makes a Reinvestment Election in
respect of a Transitional Share, that Transitional Share will convert into one
Existing Portfolio Share and one New Ordinary Share.
- Existing Portfolio Shares entitle their holders (subject to the
rights of the Limited Participation Shares) to the proceeds generated by any
future realisation of the Existing Axiomlab Portfolio, but not to any other
activities of the New Axiomlab Group.
- New Ordinary Shares entitle their holders to participate in the
profits resulting from all other operations of the New Axiomlab Group (excluding
the Existing Axiomlab Portfolio).
If an Ordinary Shareholder does not make a Reinvestment Election in respect of
any Axiomlab Share then, subject to the Scheme taking effect, such Axiomlab
Share will automatically be cancelled and the Shareholder will receive for each
Axiomlab Share a Cash Redemption Share with an entitlement to redemption at
0.85p, together with one Limited Participation Share, in accordance with the
terms of the Scheme. It is not possible to make a Reinvestment Election so as to
reinvest only in New Ordinary Shares or only in Existing Portfolio Shares. Once
a Reinvestment Election is made, it cannot be revoked.
Position at the Effective Date
On the Scheme becoming effective, all of the Axiomlab Shares will be cancelled
and new ordinary shares of 0.25p each in Axiomlab of an aggregate amount equal
to the aggregate nominal amount of the Axiomlab Shares cancelled will be issued
to New Axiomlab. In return for the cancellation of each Axiomlab Share, each
Ordinary Shareholder will, at that time, and regardless of whether any
Reinvestment Election has been made, receive one Transitional Share for each
Axiomlab Share held at the Scheme Record Time.
The terms of the Transitional Shares prohibit their transfer on or before the
Transitional Share Conversion Date (expected to be 3 September 2003) and, in the
event that Transitional Shares are converted into Cash Redemption Shares, then
the terms of the Cash Redemption Shares also prohibit their transfer on or
before the Cash Redemption Date (expected to be 12 September 2003).
Source of funds for redemption of the Cash Redemption Shares
New Axiomlab will fund the redemption of the Cash Redemption Shares using cash
received from Intermediate Co. by way of a dividend. This in turn will be funded
by a return of capital by Axiomlab to Intermediate Co. following the transfer of
the new ordinary shares of 0.25p each in Axiomlab to Intermediate Co. and the
re-registration of Axiomlab as a private unlimited company, all of which form
part of the Proposals.
Information about New Axiomlab
Following implementation of the Proposals, the activities of the New Axiomlab
Group can be characterised according to the distinction created by the two
classes of New Axiomlab Ordinary Shares, namely Existing Portfolio Shares and
New Ordinary Shares.
Activities represented by the Existing Portfolio Shares will comprise the
management and exploitation of the Existing Axiomlab Portfolio in order to
maximise its value and the chances of achieving realisations. Also included in
these activities are certain rights attaching to the Group's existing commitment
to technology transfer services within the University of Leeds which will be
carried out by Techtran. Details of the Existing Axiomlab Portfolio, including
the activities of Techtran with the University of Leeds, are set out within the
full text of Axiomlab's preliminary results for the year ended 30 April 2003
also announced today.
All other activities are represented by the New Ordinary Shares. These
activities will aim to leverage the skills of the existing management and
executives to create new revenue generation and capital creation opportunities.
The Company already undertakes the provision of corporate finance services,
commercial consultancy and executive search activities. The New Axiomlab Group
will also look to manage and invest third party funds and to identify and
exploit additional university technology commercialisation opportunities. Such
funds may come from a variety of sources encompassing private, institutional and
governmental bodies. At the date of this announcement, the Company is already in
the process of tendering for a number of such fund management activities, one of
which is at an advanced stage. To the extent that rolled-over capital allows,
New Axiomlab will consider making selective new investments.
Immediately following the implementation of the Proposals, New Axiomlab will be
a private unlisted company. New Axiomlab will re-register as a public limited
company shortly after the Effective Date, with the result that Ordinary
Shareholders who elect to roll-over some or all of their Axiomlab Shares into
New Axiomlab will retain the protections of the City Code. The City Code is a
set of principles and rules, issued and administered independently by the
Takeover Panel, which is designed to ensure similar treatment of all
shareholders in relation to takeovers.
As an unquoted company, New Axiomlab will not be subject to the same detailed
requirements in respect of reporting to shareholders and shareholder approvals
as Ordinary Shareholders will have experienced as shareholders of an AIM listed
company. However, in addition to the requirement to publish annual report and
accounts, the directors of New Axiomlab intend, where possible, to utilise a
wide range of communication media to provide information on developments with
the Existing Axiomlab Portfolio and on the other activities of the New Axiomlab
Group. Methods of communication may include utilisation the Company's own
website, local and national press and direct communication by post.
Although New Axiomlab will continue to provide capital and support to
appropriate companies, and may invest in a broad range of business sectors, New
Axiomlab will have significantly less capital available to it than Axiomlab, and
therefore carries a different risk profile. Following the Effective Date, by
reason of Ray Ingleby's and Fred Mendelsohn's Reinvestment Elections, New
Axiomlab will have shareholders' funds amounting to at least #907,800 in cash
and that amount will correspondingly increase with the capital retained by
virtue of any other Reinvestment Elections made by Shareholders.
Irrevocable Undertakings
Ray Ingleby and Fred Mendelsohn, who are the only Executive Directors who hold
Axiomlab Shares, have each given irrevocable undertakings to Axiomlab to vote in
favour of the Scheme at the Ordinary Shareholder Court Meeting, to vote in
favour of the Scheme Resolution to be proposed at the Extraordinary General
Meeting and separately, to vote in favour of the Extraordinary Scheme Resolution
at the Ordinary Shareholder Class Meeting. They have also irrevocably undertaken
that they will make Reinvestment Elections in respect of their entire holdings
of Axiomlab Shares which will underpin the working capital for New Axiomlab.
Their shareholdings amount in aggregate to 106,800,000 Axiomlab Shares,
representing approximately 20.88% of the issued share capital of Axiomlab.
In addition, certain institutional Ordinary Shareholders have given undertakings
to Axiomlab to vote in favour of the Scheme at the Ordinary Shareholder Court
Meeting and in favour of the resolutions to be proposed at the Extraordinary
General Meeting and the Ordinary Shareholder Class Meeting. Their shareholdings
amount to 178,638,606 Axiomlab Shares in aggregate, representing approximately
34.93% of the issued share capital of Axiomlab. Two of these institutions, Bank
of Scotland and Aberdeen Asset Management, have confirmed that they will make a
Reinvestment Election in respect of their entire holdings of 26,100,000 and
8,700,000 Axiomlab Shares, representing approximately 5.10% and 1.70%
respectively of the issued share capital of Axiomlab.
Furthermore, Alan Aubrey, the only Executive Director who has Restricted Stock
Shares, has irrevocably directed the Trustees to vote in favour of the Scheme at
the Extraordinary General Meeting and Restricted Stock Scheme Member in respect
of his 6,000,000 Restricted Stock Shares, which together represent approximately
47.83% of the Restricted Stock Shares. Five of the remaining seven
Participants, representing approximately 50.42% of the Restricted Stock Shares,
have also irrevocably directed the Trustees in the same terms and, in addition,
as they do not form part of the Concert Party, they have also irrevocably
directed the Trustees to vote in favour of the Independent Shareholder
Resolution at the Extraordinary General Meeting in respect of their Restricted
Stock Shares.
Consequently, Axiomlab has received irrevocable undertakings to vote:
* in favour of the Scheme Resolution at the Extraordinary
General Meeting in respect of 293,438,606 Axiomlab Shares and 12,325,000
Restricted Stock Shares, together representing 59.79% of the Axiomlab Shares and
Restricted Stock Shares eligible to vote in respect of such resolution;
* in favour of the Independent Shareholder Resolution at the
Extraordinary General Meeting in respect of 178,638,606 Axiomlab Shares and
6,325,000 Restricted Stock Shares, together representing 47.39% of the Axiomlab
Shares and Restricted Stock Shares eligible to vote in respect of such
resolution;
* in favour of the Scheme at the Ordinary Shareholder Court
Meeting in respect of 293,438,606 Axiomlab Shares, representing approximately
58.82% of the Axiomlab Shares eligible to vote at that meeting;
* in favour of the Scheme at the Restricted Stock Scheme
Member Court Meeting in respect of 12,325,000 Restricted Stock Shares,
representing approximately 98.25% of the Restricted Stock Shares eligible to
vote at that meeting;
* in favour of the Extraordinary Scheme Resolution at the
Ordinary Shareholder Class Meeting in respect of 293,438,606 Axiomlab Shares,
representing 58.82% of the shares in Axiomlab eligible to vote in respect of
such resolution; and
* in favour of the Extraordinary Scheme Resolution at the
Restricted Stock Scheme Member Class Meeting in respect of 12,325,000 Restricted
Stock Shares, representing 98.25% of the shares in Axiomlab eligible to vote in
respect of such resolution.
Axiomlab has also received irrevocable undertakings:
* to elect to make Reinvestment Elections in respect of
141,600,000 Axiomlab Shares, representing approximately 27.69% of the issued
share capital of Axiomlab; and
* not to make Reinvestment Elections in respect of
164,163,606 Axiomlab Shares, representing approximately 32.10% of the issued
share capital of Axiomlab.
Preliminary Results
The full text of Axiomlab's preliminary results for the year ended 30 April 2003
is contained in a separate announcement made today. For the year ended 30 April
2003, Axiomlab recorded a loss on ordinary activities before taxation of #3.12
million (2002: loss: #3.34 million). This figure is stated after interest
receivable of #0.28 million (2002: #0.38 million) and an impairment charge of
#2.00 million (2002: #2.25 million) against the carrying value of certain
investments in the Group's portfolio. At 30 April 2003, the net book value of
Axiomlab's investments, all of which are unlisted, stood at #4.32 million and
the Group's cash position stood at #6.44 million, which included #0.89 million
held in the name of, and contractually committed to, Techtran. No final dividend
is proposed and the company does not expect to propose any dividends prior to
the Effective Date.
Employees and Management
As at the date of this announcement, Ray Ingleby, Fred Mendelsohn and Alan
Aubrey are directors of New Axiomlab and will continue on the New Axiomlab board
following implementation of the Proposals. They will also remain Executive
Directors of Axiomlab and the terms of their service contracts, full details of
which are set out in the Scheme Circular, will remain unchanged, save in
relation to Ray Ingleby, whose working hours will be gradually reduced from 2
days to 1 day a week. Ray Ingleby's salary will be reduced commensurately from
#40,000 to #20,000 to reflect this change.
Shortly after the Effective Date, the Independent Non-Executive Directors, will
resign as directors of Axiomlab. However, it is intended that a suitable
independent non- executive director will be appointed to New Axiomlab's board in
due course following implementation of the Proposals.
The existing employment rights of all employees of Axiomlab will be fully
safeguarded following implementation of the Proposals. At the discretion of the
board of New Axiomlab, new options over New Ordinary Shares may be awarded to
employees on a case-by-case basis. In addition, employees may also receive cash
bonuses dependent upon the performance of their specific business function (for
example fund management, corporate finance) as well as the overall performance
of New Axiomlab itself.
It is anticipated that part of the shareholding in New Axiomlab held by Ray
Ingleby's family interests will be transferred to each of Alan Aubrey and Fred
Mendelsohn following implementation of the Scheme. Details of the amount to be
transferred have not yet been finalised. This transfer will be made entirely
between these parties and will not affect the holdings of the other shareholders
of New Axiomlab.
Share Options and Warrants
The exercise prices of Axiomlab Options granted under the Axiomlab Share Schemes
are significantly above the current market price of Axiomlab Shares. It is
intended that as part of the Proposals, holders of Axiomlab Options will be
given an opportunity to exercise those options, at their current exercise
prices, and so acquire New Axiomlab Ordinary Shares. Thereafter, any unexercised
Axiomlab Options will lapse.
Axiomlab has outstanding Warrants, some of which were issued to us as non-
executive directors, in respect of 20,975,000 Axiomlab Shares. The Warrants are
exercisable at a price of either 5p, or such amount as is equal to the
mid-market value of an Axiomlab Share on the date of issue of the relevant
Warrant (depending on the terms of the particular Warrant instrument). In either
case, the exercise prices are significantly above the current market price of
Axiomlab Shares.
In addition, the Independent Non-Executive Directors have agreed, conditionally
upon the Scheme becoming effective, to waive their own Warrants for Consultants
under which they are each entitled to subscribe for 2,600,000 Axiomlab Shares at
5p per share. It is intended that proposals will be made to the remaining
holders of Warrants as soon as practicable after implementation of the Scheme.
The Restricted Stock Scheme
Axiomlab introduced the Restricted Stock Scheme in March 2002 with a view to
providing both the Company and its employees with a more tax efficient
alternative to existing share options which had been previously granted under
the Unapproved Plan and where exercise prices were, in some instances, at a
significant premium to the then market price of Axiomlab Shares. The
Participants surrendered some or all of their options granted under the
Unapproved Plan and agreed to purchase the beneficial interest in an equal
number of Restricted Stock Shares, at purchase prices which corresponded to the
exercise prices of their surrendered options. Payment by the Participants of the
purchase price for their Restricted Stock Shares was deferred to a later date.
However, the commercial and technical effects of the Restricted Stock Scheme are
now known to differ from those contemplated, to the extent that certain
Participants may be left with a tax liability that cannot, as the Participants
were assured in March 2002, be met by the Axiomlab EBT. The Directors (excluding
Alan Aubrey, who has taken no part in the Director's consideration of the
Restricted Stock Scheme) believe that in these circumstances it is not
appropriate to leave the Restricted Stock Scheme in place and therefore propose
to wind it up as part of the Proposals.
The anticipated effect of canceling the Restricted Stock Scheme is that those
employees who took Restricted Stock Shares under the scheme will have a tax
liability. This is expected to be satisfied in full by the Participants
themselves through the cash proceeds received by them under the Scheme for their
Restricted Stock Shares and, to the extent these proceeds are insufficient, by
cash made available to the Participants by the Axiomlab EBT.
Suspension of dealings and cancellation of AIM trading facility
In order to allow Axiomlab's Registrars to collate the Reinvestment Elections,
the Board has requested that dealings in Axiomlab Shares are suspended from 5.30
p.m. on Friday 22 August 2003 until the date of the Court Hearing, which is
expected to take place on Monday 1 September 2003. Axiomlab will apply for the
trading of Axiomlab Shares on AIM to be cancelled immediately after the Scheme
becomes effective. If the Scheme is not approved by the Court, the suspension
will be lifted as soon as practicable following the announcement of the outcome
of the Court Hearing.
New Axiomlab Trading Facility
You should note that New Axiomlab will be an unquoted company and its shares
will not be listed or traded on any stock exchange. Nor is there any intention
for New Axiomlab to obtain a listing on any stock exchange or recognised
investment exchange in the foreseeable future. However, in order to provide a
trading facility for holders of New Axiomlab Ordinary Shares, the Executive
Directors intend to appoint Brewin Dolphin Securities to provide a matched
bargain trading facility for New Axiomlab Ordinary Shares.
Once appointed, Brewin Dolphin Securities will maintain an order book for buyers
and sellers of New Axiomlab Ordinary Shares. They will set an initial price
which will then be varied according to the weight of demand between buyers and
sellers. There will be no spread between buying and selling prices but
shareholders and investors will be required to pay a trading fee and commission
on each transaction. The current price of a New Axiomlab Ordinary Share will be
available at any time during normal business hours by telephone enquiry of
Brewin Dolphin Securities. In addition, all shareholders will be notified in
writing of the prevailing price. As well as running the order book, Brewin
Dolphin Securities will also maintain the shareholder register of New Axiomlab.
It is hoped that the trading facility will reduce price volatility which smaller
companies can often experience on traditional stock exchanges due to the
underlying illiquidity of their shares combined with the requirement for
independent market-makers to maintain firm two-way quotes in such shares.
The order book is intended to commence as soon as practicable following
implementation of the Scheme, at which time investors in New Axiomlab Ordinary
Shares should make dealing enquiries of Neil Harding of Brewin Dolphin
Securities by telephone on 0161 214 5533 or in writing to PO Box 512, National
House, 36 St Ann Street, Manchester M60 2EP.
Recommendation of the Independent Non-Executive Directors
The Independent Non-Executive Directors, who have been advised by Altium
Capital, consider the Proposals to be fair and reasonable. In providing advice
to the Independent Non-Executive Directors, Altium Capital has taken into
account the commercial assessments of the Independent Non-Executive Directors
and the Executive Directors. We consider the Proposals to be in the best
interests of Shareholders as a whole and unanimously recommend that holders of
Axiomlab Shares and Restricted Stock Shares vote in favour of all of the
resolutions on which they are eligible to vote at each of the Meetings.
General
The Scheme Circular, setting out full details of the Proposals, will be posted
to Shareholders as soon as practicable.
The Scheme Circular contains details of the Meetings which have been convened
for the purpose of considering and approving the Scheme:
(a) Court Meetings
In accordance with the directions of the Court, two meetings have been convened
of (i) the Restricted Stock Scheme Members and (ii) the Ordinary Shareholders
respectively, each for the purpose of considering and, if thought fit, approving
the Scheme.
In order to be effective, the resolution to be proposed at each Court Meeting
must be approved by a majority in number of the Shareholders entitled to attend
and who are present and vote in person or by proxy, who must also represent at
least three- quarters in value of the shares voted. At each Court Meeting, each
Shareholder entitled to vote will be entitled to one vote for each Axiomlab
Share or Restricted Stock Share (as the case may be) held. Voting at the Court
Meetings will be on a poll.
(b) Extraordinary General Meeting
The Scheme also requires the approval of all Shareholders at the Extraordinary
General Meeting because the Scheme involves, amongst other things, a reduction
of share capital, the cancellation of the Company's share premium account and
the amendment of the articles of association of Axiomlab. The Extraordinary
General Meeting, to be held immediately before the first Court Meeting, has been
convened for the purpose of considering and passing:
(i) the Scheme Resolution, which will be proposed as a special
resolution to approve (among other things) the Scheme, the reduction of capital
involved therein, the issue of the New Axiomlab Shares to New Axiomlab,
amendments to the articles of association of Axiomlab and the cancellation of
the Company's share premium account; and
(ii) the Independent Shareholder Resolution, which will be
proposed an ordinary resolution of the Independent Shareholders.
At the Extraordinary General Meeting it is necessary for the Scheme Resolution
to be approved by a majority of not less than three-quarters of Shareholders who
vote in person or by proxy. Voting will be on a show of hands, unless a poll is
demanded in which case those present in person or by proxy will be entitled to
one vote for each Axiomlab Share held by them.
The vote on the Independent Shareholder Resolution will be taken on a poll and
those present in person or by proxy will be entitled to one vote for each share
held by them. Ray Ingleby, Fred Mendelsohn, the Trustees (in relation to those
Restricted Stock Shares held beneficially by Alan Aubrey) and the other members
of the Concert Party will not be entitled to vote at the Extraordinary General
Meeting in respect of the Independent Shareholder Resolution. If passed on a
poll vote, the Independent Shareholder Resolution will enable the Scheme to be
approved (subject always to the other Conditions set out in Appendix I being
satisfied or waived), without a requirement for a general offer for the Company
to be made under Rule 9 of the City Code.
(c) Class Meetings
In view of the difference in treatment of the Restricted Stock Shares and the
Ordinary Shares under the Scheme, the Scheme requires the approval of the
Ordinary Shareholders and separately, of the Restricted Stock Scheme Members at
class meetings. For this purpose, an Extraordinary Scheme Resolution will be
proposed at each Class Meeting which will, if passed on a vote of the Ordinary
Shareholders at the Ordinary Shareholder Class Meeting and the Restricted Stock
Scheme Members at the Restricted Stock Scheme Member Class Meeting, sanction
each variation of the separate class rights to be effected as a result of the
passing of the Scheme Resolution at the Extraordinary General Meeting and the
implementation of the Scheme.
At each Class Meeting it is necessary for the relevant Extraordinary Scheme
Resolution to be approved by a majority of not less than three-quarters of
Ordinary Shareholders or Restricted Stock Scheme Members (as the case may be)
who vote in person or by proxy. Voting will be on a show of hands, unless a poll
is demanded in which case those present in person or by proxy will be entitled
to one vote for each Axiomlab Share or Restricted Stock Share (as the case may
be) held by them.
Notices convening the Meetings for 8 August 2003 are set out in the Scheme
Circular. If the Scheme becomes effective, it will be binding on all Scheme
Shareholders, irrespective of whether they attended the Meetings or voted in
favour of the Scheme.
This announcement is issued by Altium Capital on behalf of Axiomlab. This
announcement does not constitute an offer or invitation to purchase any
securities.
APPENDIX I
CONDITIONS PRECEDENT TO THE SCHEME
Implementation of the Scheme is subject to and conditional upon:
(a) approval of the Scheme by a majority in number of the Ordinary
Shareholders present and voting, either in person or by proxy, representing
three-quarters in value of the Axiomlab Shares voted at the Ordinary Shareholder
Court Meeting;
(b) approval of the Scheme by a majority in number of the Restricted Stock
Scheme Members present and voting, either in person or by proxy, representing
three- quarters in value of the Restricted Stock Shares voted at the Restricted
Stock Scheme Member Court Meeting;
(c) the Scheme Resolution set out at the end of this document required to
implement the Scheme being passed at the Extraordinary General Meeting;
(d) the Independent Shareholder Resolution being passed on a poll vote of
the Independent Shareholders at the Extraordinary General Meeting;
(e) the Extraordinary Scheme Resolution being duly passed as an
extraordinary resolution at each of the Ordinary Shareholder Class Meeting and
the Restricted Stock Scheme Member Class Meeting, notices of which are set out
at the end of this document;
(f) the Scheme being sanctioned (with or without modification), and the
cancellation of the Scheme Shares (including the Restricted Stock Shares) which
forms part of the Scheme being confirmed, by the Court;
(g) an office copy of the order of the Court being delivered to, and in
relation to the reduction of capital of the Axiomlab Shares only, being
registered by, the Registrar of Companies;
(h) confirmation or deemed confirmation from the FSA that it approves the
changes of control of the Company and of Axiomlab Investment Management Limited
which will come about as a result of implementing the Scheme, as required by
FSMA;
(i) (i) no monies borrowed by any member of the Axiomlab Group being
repayable or capable of being declared repayable prior to their stated maturity
to an extent which is material in the context of the Proposals; (ii) no
arrangement, agreement, licence or other instrument to which any member of the
Axiomlab Group is a party by or to which any members of the Axiomlab Group may
be bound or be subject being breached, terminated or materially modified or any
material action being taken or right to take the same arising thereunder; and
(iii) no interests of any member of the Axiomlab Group in, or the business of
any member of the Axiomlab Group with, any person (or any arrangements relating
to such interests or business) being terminated, modified or materially
adversely affected and no right to so terminate, modify or affect arising, and
there being no indication of any intention to so terminate, modify or affect, in
each case in consequence of the Proposals of any part of it;
(j) no litigation or arbitration proceedings having been instituted or
threatened by or against or otherwise involving any member of the Axiomlab Group
since 30 April 2003 which are or would be material in the context of the
Proposals and no contingent liability having arisen, crystallised or come to the
attention of the Board since 30 April 2003 which is likely materially and
adversely to affect the Axiomlab Group;
(k) no government or governmental, quasi-governmental, supranational,
statutory or regulatory body, trade agency, Court or other body or person in any
jurisdiction having instituted, implemented or threatened any action,
proceedings, suit, investigation or enquiry, or having enacted, made or proposed
any statute, regulation,
order or practice, that would or might make the Proposals or any part of it
void, unenforceable or illegal, or restrict, prohibit, delay or otherwise
interfere with the implementation of, or impose additional costs, conditions or
obligations with respect to, or otherwise challenge, the Proposals or any part
of them, or otherwise adversely affect in any material respect the business of
any member of the Axiomlab Group; and
(l) all authorisations, orders, grants, recognitions, confirmations,
consents, clearances, permissions and approvals necessary or appropriate for or
in respect of the Proposals and each part of them obtained from any persons or
entities (including, without limitation, appropriate governments, governmental,
quasi-governmental, supranational, statutory or regulatory bodies or courts or
any authorization provided by the FSA) remaining in full force and effect at the
time at which the Scheme becomes otherwise unconditional and there being no
indication of any intention to revoke the same.
Axiomlab, subject to the consent of Altium Capital, reserves the right (without
obligation to do so) to waive, in whole or in part, any of the conditions set
out at (i) to (l) above.
APPENDIX II
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
These times and dates are indicative only and will depend, amongst
other things, on the timetable fixed by the Court
Event 2003
Latest date for lodging the Forms of Proxy Wednesday 6 August
Voting Record Time 6.00 p.m. on Thursday 7 August
Extraordinary General Meeting 10.00 a.m. on Friday 8 August
Ordinary Shareholder Court Meeting 10.30 a.m. on Friday 8 August
Ordinary Shareholder Class Meeting 10.45 a.m. on Friday 8 August
Restricted Stock Scheme Member Court Meeting 11.00 a.m. on Friday 8 August
Restricted Stock Scheme Member Class Meeting 11.15 a.m. on Friday 8 August
Last dealing time for Axiomlab Shares 5.30 p.m. on Friday 22 August
Scheme Record Time 5.30 p.m. on Friday 22 August
Election Time 5.30 p.m. on Friday 22 August
Court Hearing to sanction the Scheme and the
cancellation of share premium account and
cancellation of Ordinary Shares 10.30 a.m. on Monday 1 September
Effective Date and date for delisting Tuesday 2 September
Court Hearing to sanction the cancellation of
Restricted Stock Shares Friday 5 September
Restricted Stock Cancellation Date Monday 8 September
Cash Redemption Date Friday 12 September
Despatch of New Axiomlab share certificates by Monday 22 September
All times in this expected timetable of principal events and throughout this
document are London times.
The Meetings will each be held at the registered office of Axiomlab, located at
City Wharf, New Bailey Street, Manchester, M3 5ER on 8 August 2003 commencing
with the Extraordinary General Meeting which will begin at 10.00 a.m. The
remaining Meetings will follow thereafter.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this document unless the context
requires otherwise:
"Act" the Companies Act 1985, as amended
"AIM" the Alternative Investment Market of the
London Stock Exchange
"Altium Capital" Altium Capital Limited
"Axiomlab" or the "Company" Axiomlab plc (incorporated in England and
Wales with registered number 3973257)
"Axiomlab EBT" the Axiomlab plc Employee Benefit Trust
established by a trust deed dated 28 April
2000
"Axiomlab Group" Axiomlab and its subsidiary undertakings from time to
time
"Axiomlab Options" options granted pursuant to either of the Approved
Scheme or the Unapproved Plan which remain outstanding
at the date of this announcement
"Axiomlab's Registrars" Northern Registrars, Northern House, Woodsome Park,
Fenay Bridge, Huddersfield, HD8 0LA
"Axiomlab Share Schemes" the Approved Scheme, the Unapproved Plan and the
Restricted Stock Scheme
"Axiomlab Shares" ordinary shares of 0.25p each in the capital of
Axiomlab other than the Restricted Stock Shares
"Board" or "Directors" the directors of Axiomlab
"Business Day" any day (excluding Saturdays and Sundays) on which
banks are open generally for business in the City of
London
"Cash Redemption Date" the date which is ten days after the Effective Date
(and if not a Business Day, the next following
Business Day)
"Cash Redemption Shares" the redeemable shares of 0.01p each in the capital of
New Axiomlab having the rights set out in the New
Axiomlab Articles
"City Code" the City Code on Takeovers and Mergers
"Class Meetings" the Ordinary Shareholder Class Meeting and the
Restricted Stock Scheme Member Class Meeting
"Concert Party" Ray Ingleby, Fred Mendelsohn and certain of their
close relatives, Alan Aubrey and the Axiomlab EBT in
respect of its legal and beneficial holding of
Axiomlab Shares
"Conditions" the conditions precedent to the Scheme, details of
which are set out in Appendix I of this announcement
"Court" the High Court of Justice in England and Wales
"Court Hearing" the hearing by the Court of the petition to sanction
the Scheme and to confirm the reduction of capital of
the Axiomlab Shares and the Restricted Stock Shares
and the cancellation of the Company's share premium
account, each of which forms part of the Scheme
"Court Meetings" the Ordinary Shareholder Court Meeting and the
Restricted Stock Scheme Member Court Meeting
"Court Order" the order of the Court sanctioning the Scheme and
confirming the cancellation of the Scheme Shares by
the cancellation of the Axiomlab Shares and the share
premium account on the Effective Date and by the
cancellation of the Restricted Stock Shares on the
Restricted Stock Cancellation Date
"Deferred Shares" the deferred shares of 0.01p each in the capital of
New Axiomlab having the rights set out in the New
Axiomlab Articles
"delisting" cancellation of Axiomlab's AIM trading facility
"Effective Date" the date upon which the Scheme becomes effective in
accordance with its terms, currently expected to be
Tuesday, 2 September 2003
"Election Time" the latest time for lodging Forms of Election, being
5.30 p.m. on Friday 22 August 2003 or such later time
and Business Day, not being later than the Effective
Date, as the Board may specify
"Executive Directors" Ray Ingleby, Fred Mendelsohn and Alan Aubrey
"Existing Axiomlab Portfolio" the Investment Companies and the Existing Techtran
Rights
"Existing Portfolio Shares" the existing portfolio shares of 0.01p each in the
capital of New Axiomlab into which each Transitional
Share shall be converted (together with a New Ordinary
Share) where a Reinvestment Election is made by the
Election Time in respect of that Transitional Share
"Existing Techtran Rights" rights and economic interests of Techtran arising
under the Leeds University Agreement at any time
before or within 18 months of the Effective Date
"Extraordinary General Meeting" or "EGM" the extraordinary general meeting (or any
adjournment thereof) of Axiomlab convened by the Board
to be held at 10.00 a.m. on Friday 8 August 2003
"Extraordinary Scheme Resolution" the extraordinary resolution to be proposed at the
Ordinary Shareholder Class Meeting and at the
Restricted Stock Scheme Member Class Meeting, as the
case may be
"FSA" the Financial Services Authority
"FSMA" the Financial Services and Markets Act 2000, as
amended
"Form of Election" the form of election relating to the Reinvestment
Election
"Forms of Proxy" the White Form of Proxy, the Blue Form of Proxy, the
Green Form of Proxy, the Pink Form of Proxy and the
Yellow Form of Proxy for use in connection with the
Proposals
"holder" a registered holder and includes any person(s)
entitled by transmission
"Independent Non-Executive Directors" Gordon McKenzie and Kaj-Erik Relander
"Independent Shareholder Resolution" resolution 2, to be proposed at the Extraordinary
General Meeting to approve the Scheme
"Independent Shareholders" Ordinary Shareholders other than members of the
Concert Party (or in each case, nominees for such
persons)
"Intermediate Co." a new company to be incorporated in England and Wales
which will be a wholly owned subsidiary of New
Axiomlab and which will acquire from New Axiomlab the
shares comprising the issued share capital of Axiomlab
"Investment Companies" those portfolio companies at the date of this
announcement
"Leeds University Agreement" an agreement entered into on 19 December 2002 between
Techtran, Axiomlab and the University of Leeds in
relation to the provision of technology transfer
services
"Limited Participation Shares" the limited participation shares of 0.01p each in the
capital of New Axiomlab into which each Transitional
Share shall be converted (together with a Cash
Redemption Share) where no Reinvestment Election is
made by the Election Time in respect of such
Transitional Share
"Meetings" the Court Meetings, the Class Meetings and the
Extraordinary General Meeting
"New Axiomlab" Axiomlab Group Limited (incorporated in England and
Wales on 10 April 2003 with registered number 4730528)
to be re-registered as a public limited company
shortly after the Effective Date
"New Axiomlab Articles" the articles of association of New Axiomlab as amended
from time to time
"New Axiomlab Group" New Axiomlab and its subsidary undertakings from time
to time
"New Axiomlab Ordinary Shares" Existing Portfolio Shares and New Ordinary Shares
"New Axiomlab Shares" Transitional Shares, Cash Redemption Shares, Limited
Participation Shares, Existing Portfolio Shares, New
Ordinary Shares and Deferred Shares
"New Ordinary Shares" the ordinary shares of 0.01p each in the capital of
New Axiomlab having the rights set out in the New
Axiomlab Articles, into which each Transitional Share
shall be converted (together with an Existing
Portfolio Share) where a Reinvestment Election is made
by the Election Time in respect of that Transitional
Share
"Ordinary Shareholders" the holders of Axiomlab Shares
"Ordinary Shareholder Class Meeting" the separate class meeting (or any adjournment
thereof) of the holders of the Axiomlab Shares
"Ordinary Shareholder Court Meeting" the meeting (or any adjournment thereof) of the
holders of Axiomlab Shares convened by order of the
Court pursuant to section 425 of the Act to consider
and, if thought fit, approve the Scheme
"Ordinary Shareholder Meetings" the Ordinary Shareholder Class Meeting and the
Ordinary Shareholder Court Meeting
"Participants" those persons holding a beneficial interest in any
Restricted Stock Shares pursuant to the Restricted
Stock Scheme
"Proposals" the Scheme and the related proposals for the return of
cash to Shareholders involving the acquisition by New
Axiomlab of the entire issued share capital of
Axiomlab
"Reinvestment Election" an election to convert the whole or part of a person's
prospective holding of Transitional Shares into New
Axiomlab Ordinary Shares in accordance with the New
Axiomlab Articles
"Restricted Stock Cancellation Date" the date on which the reduction of capital of the
Restricted Stock Shares (forming part of the Scheme
and as confirmed by the Court) is registered by the
Registrar of Companies
"Restricted Stock Scheme" the Axiomlab plc Share Purchase Scheme
"Restricted Stock Scheme Meetings" the Restricted Stock Scheme Member Court Meeting and
the Restricted Stock Scheme Member Class Meeting
"Restricted Stock Scheme Members" the registered holders of the Restricted Stock Shares
"Restricted Stock Scheme Member Class Meeting" the separate class meeting (or any adjournment
thereof) of the holders of the Restricted Stock Shares
"Restricted Stock Scheme Member Court Meeting" the meeting (or any adjournment thereof) of Restricted
Stock Scheme Members convened by order of the Court
pursuant to section 425 of the Act to consider and, if
thought fit, approve the Scheme
"Restricted Stock Shares" the 12,545,000 ordinary shares of 0.25p each in the
capital of Axiomlab (being, at the date of this
announcement, nil paid shares) held by the Trustee on
trust for the Participants, to be re-designated as
Restricted Stock Shares pursuant to the Scheme
Resolution
"Scheme" or "Scheme of Arrangement" the proposed scheme of arrangement made under section
425 of the Act relating to Axiomlab
"Scheme Record Time" 5.30 p.m. on Friday 22 August 2003 or such later time
and Business Day, not being later than the Effective
Date, as the Board may specify
"Scheme Resolution" special resolution 1 to be proposed at the
Extraordinary General Meeting approving the Scheme
"Scheme Shareholders" the persons who appear as holders of Scheme Shares in
the register of members of Axiomlab at the Scheme
Record Time
"Scheme Shares" all the Axiomlab Shares and the Restricted Stock
Shares:
(a) in issue at the date of the Scheme
(b) (if any) issued thereafter and prior to the Voting
Record Time, and
(c) (if any) issued at or after the Voting Record Time
and before the making by the Court of orders for
the reduction of capital of the Axiomlab Shares and
the Restricted Stock Shares, which form part of the
Scheme in respect of which the original or any
subsequent holders thereof shall be, or in respect of
which such holders shall have agreed in writing to be,
bound by the Scheme
"Shareholders" Ordinary Shareholders and Restricted Stock Scheme
Members
"Takeover Panel" the Panel on Takeover and Mergers
"Techtran" Techtran Group Limited (incorporated in England and
Wales with registered number 4544276), a subsidiary of
Axiomlab
"Transitional Share Conversion Date" 00.01am on the day after the Effective Date
"Transitional Shares" the convertible shares of 0.02p each in the capital of
New Axiomlab to be issued pursuant to the Scheme,
having the rights set out in the New Axiomlab Articles
"Trustee" or "Trustees" Close Trustees Jersey Limited (previously named
Compass Trustees Limited), an independent professional
trust company resident in Jersey
"United Kingdom" the United Kingdom of Great Britain and Northern
Ireland
"Unapproved Plan" the Axiomlab plc Unapproved Share Option Plan 2000
"United States" the United States of America, its territories and
possessions, the District of Columbia, and all other
areas subject to its jurisdiction
"Voting Record Time" 6.00 p.m. (London time) on the day which is one day
prior to the date of the Court Meetings or any
adjournment
"Warrants" the Warrants for Advisors and the Warrants for
Consultants
"Warrants for Advisors" the 5,000,000 warrants issued to Altium Capital
entitling the holder to subscribe, in respect of each
warrant, for one Axiomlab Share at 5p per share on the
terms of an instrument dated 3 August 2000
"Warrants for Consultants" the 17,225,000 warrants issued to non-executive
directors and to members of the advisory panel of the
Company entitling the holder in respect of each
warrant to subscribe for one Axiomlab Share at either:
(a) 5p per share on the terms of an instrument dated 3
August 2000; or
(b) at a price equal to the mid market value of an
Axiomlab Share on the date of issue of the warrant,
on the terms of an instrument dated 29 August 2001
and, where the context so admits or requires, the plural includes the singular
and vice versa
This information is provided by RNS
The company news service from the London Stock Exchange
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