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Obviously a disgruntled deramper trying to get back in again at a lower price, he's been invested here before, and I would guess lost some money at some point, there's nothing in his post that we don't know about.
WHAT IS THIS?
LETTER FROM THE CHAIRMAN
Directors: Registered Office:
Antony Legge (Non-Executive Chairman)
John Richardson (Executive Director)
Alex Vergopoulos (Executive Director)
Trevor Brown (Non-Executive Director)
Richard Clarke (Non-Executive Director)
27-28 Eastcastle Street
London
United Kingdom
W1W 8DH
To the Shareholders and, for information only, to the holders of warrants and options
26 January 2021
Dear Shareholder
Proposed issue of 420,000,000 warrants and Notice of General Meeting
1. Introduction
Authority to issue the Warrants
On 18 December 2020, the Company announced that it had raised gross proceeds of £5,000,000
through an oversubscribed placing of 400,000,000 new Ordinary Shares (the “Placing Shares”) at a
price of 1.25 pence per Placing Share (the “Placing”). The Placing Shares commenced trading on
AIM on 23 December 2020.
For each Placing Share subscribed for, each investor participating in the Placing is entitled to
receive one non-transferrable warrant to subscribe for an Ordinary Share with an exercise period of
3 months from its issuance (subject to any extension) and exercisable at a price of 2 pence per
Ordinary Share (the “Placing Warrants”).
In addition, the Company is issuing a further 10,000,000 warrants to each of Peterhouse and SP
Angel (the “Joint Brokers”) pursuant to two separate placing agreements dated 18 December 2020
with the Joint Brokers (the “Broker Warrants”).
If, once issued, the Placing Warrants and Broker Warrants (together the “Warrants”) are exercised
in full, it would result in the issue of a further 420,000,000 new Ordinary Shares.
The Board acknowledges that following the Placing and the conditional grant of the Warrants, few
Shareholders have expressed their concerns about the potential dilution that may arise to their
shareholding in the Company when the Warrants are exercised. As a result of those concerns,
various changes to the Board took place, including the appointment of three new directors. The
purpose of this Document is to comply with the terms of the Placing, pursuant to which the
Company is obliged to call a general meeting of its Shareholders and place the necessary
resolution to the Shareholders to approve the grant of the Warrants.
The grant of the Warrants is conditional upon Resolutions 1 and 2 detailed below being passed by
the relevant majority of Shareholders.
General Authorities
It is usual for quoted companies to possess the authorities to issue shares up to a certain limit and
to disapply pre-emption rights without the need for recourse to shareholders, in order to allow the
Company the flexibility to react to events. For AIM listed companies, this authority is usually in the
range of 10% to 30% of the issued share capital.
In addition to the Resolutions 1 and 2, relating to the grant of the Warrants, the Directors are
seeking authorities to allot and issue shares or grant rights to subscribe for shares in the Company
up to a maximum agg