RE: Reorganising to lower nominal29 Aug 2025 13:06
Essentially company law doesn't permit GDR to issue new ordinary shares at a price lower than than their nominal value and you can't have the same class of shares with different nominal values (they could feasibly issue a new class of shares with a different nominal value but they'd have to be separately listed). So, unless subscribers were willing to acquire a new issue of shares at a price at, or above, their nominal value (and, by extension, the market price) GDR has no other option but to replace its existing shares with new shares with a lower nomial value before it can do a fundraise i.e. 1 new ordinary share of nominal value 0.015p plus 99 new deferred shares of nominal value 0.015p for every existing share of nominal value 1.5p.
By issuing essentially worthless deferred shares (they will not be listed, can't be traded and may only have some very nominal value in the event of a winding up), GDR is able maintain the same number of existing ordinary shares in issue and, in effect, the value of one old share before the reorganisation will equate to the value of one new share after the reorganisation, albeit that the nominal value of the new sares will be 1/100th the nominal value of the old shares.
However, shareholders should bear in mind that any subsequent fundraise will likely be at a discount to the current market price because of the parlous state of the company's finances and, depending on the amount to be raised (one would imagine that they'd be looking to raise at least £1m net of costs), it's likely that the existing shareholders will be significantly diluted but probably better that than administration.