20 Aug 2015 11:50
Iafyds plc (to be renamed 365 Agile Group plc)
("Iafyds" or "the Company")
Result of General Meeting
Acquisition of 365 Agile Limited
Change of Name to 365 Agile Group plc
Placing
1 for 10,000 Share Consolidation
Re-Admission to AIM
Iafyds (AIM: IAF), is pleased to announce that all resolutions contained in the notice of General Meeting circulated to Shareholders on 3 August 2015 were passed at the General Meeting held earlier today.
Following the resolutions being passed, the Company's name will be changed to 365 Agile Group plc and completion of the acquisition of 365 Agile Limited ("365 Agile") for an aggregate consideration of £8.5 million, to be satisfied by the issue of New Ordinary Shares, is expected to occur at 8.00 a.m. on 21 August 2015. As from Admission, the Company's TIDM will be "365".
Placing
As previously announced, the Company has raised gross proceeds of £2.24 million by way of a placing of New Ordinary Shares at 75 pence per New Ordinary Share with new and existing investors.
In addition to the Placing, 40,000 New Ordinary Shares have been issued to each of Clive Carver and Colin Hutchinson in lieu of payment for services to the Company.
On Admission, the following Directors will have the following shareholdings:
Director | Number of New Ordinary Shares held | Percentage of issued share capital |
Jonathan Holyhead1 | 7,419,682 | 44.4% |
Clive Carver | 40,000 | 0.2% |
Colin Hutchinson | 40,000 | 0.2% |
1Of which, 2,726,483 New Ordinary Shares are held by Davinder Sanghera, a person connected with Jonathan Holyhead within the meaning of section 252 of the Companies Act 2006.
Share Consolidation
The Company confirms that the resolution in relation to the Share Consolidation was approved. Therefore Shareholders will receive one consolidated New Ordinary Share, credited as fully paid, in place of every 10,000 Existing Ordinary Shares. The record date for the Share Consolidation is 6.00 p.m. today, 20 August 2015. The Company's ISIN from Admission will be GB00BYY8NN14.
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for 16,682,365 New Ordinary Shares, the entire Enlarged Share Capital of the Company, to be admitted to trading on AIM, comprising 1,005,643 New Ordinary Shares in respect of the existing issued share capital of Iafyds, 11,333,333 New Ordinary Shares issued as consideration in respect of the acquisition of 365 Agile, 1,266,666 Debt Conversion Shares, 10,056 New Ordinary Shares issued to Panmure Gordon (UK) Limited as a result of the exercise of its warrant and 3,066,667 New Ordinary Shares in respect of the Placing. Admission is expected to take place at 8.00 a.m. on 21 August 2015.
Following Admission, the total number of New Ordinary Shares in issue will be 16,682,365. There are no shares held in Treasury. Accordingly, the total number of voting rights in the Company on Admission will be 16,682,365. This figure may be used by shareholders as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
Change of Registered Office
As from Admission, the Company's registered office will be 100 Fetter Lane, London, EC4A 1BN.
Defined terms used in this announcement are the same as those defined in the Admission Document dated 3 August 2015 unless the context requires otherwise.
Contact:
365 Agile Group plc
Clive Carver, non-executive Chairman 0345 5040 365
Jonathan Holyhead, Chief Executive Officer
finnCap Limited (nominated adviser & broker)
Geoff Nash / Scott Mathieson 0207 220 0500