RE: Funding Sorted!9 Aug 2023 12:43
Share Capital Reorganisation looks like current holders will be given one ordinary share for each ten held, and 9 worthless deferred shares.
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A company is not permitted under the Companies Act 2006 to issue shares with an issue price which is below their nominal value. The Company's Existing Ordinary Shares have a nominal value of 0.1 pence at present and to enable the Company to issue shares pursuant to the Subscription at 0.06 pence per share, the Company is proposing to undertake the Share Capital Reorganisation, pursuant to which each Existing Ordinary Share currently in issue will be subdivided into one New Ordinary Share of 0.01 pence each and one Deferred Share of 0.09 pence each.
Application will be made for Admission to trading on AIM for the New Ordinary Shares arising on the Share Capital Reorganisation, which on Admission will have the same rights as those currently attaching to the Existing Ordinary Shares under the Articles, including the rights relating to voting and entitlement to dividends. New share certificates for New Ordinary Shares will not be issued and the existing certificates are expected to remain valid.
Holders of warrants over Existing Ordinary Shares will maintain the same rights as currently accruing to them, subject to adjustment of their subscription rights in respect of the New Ordinary Shares, on the terms of the Existing Warrant Instrument, to reflect the Share Capital Reorganisation. As such, upon completion of the Share Capital Reorganisation, each Existing Warrant will entitle its holder to subscribe for one New Ordinary Share and one Deferred Share, subject to the terms and conditions set out in the Existing Warrant Instrument.
The Deferred Shares will have no substantive rights attached to them and, accordingly, will not carry the right to vote or to participate in any distribution of surplus assets. They will not be admitted to trading on AIM and will effectively carry no value.