6 Aug 2010 18:28
Imaginatik Plc
("Imaginatik" or the "Company")
Posting of Circular convening a general meeting of the Company
Further to its announcement of 27 July 2010, Imaginatik plc (AIM: IMTK.L), a provider of enterprise collaboration software and services for innovation, announces that the general meeting due to be held at the offices of Marriott Harrison, Staple Court, 11 Staple Inn Buildings, London WC1V 7QH on Tuesday 17 August 2010 at 2.00 p.m. is being indefinitely adjourned and a new meeting is being convened for 2.00 p.m. on 24 August 2010 to allow a number of shareholders who have expressed the desire to be able to attend in person and consequently that it has posted a circular to its shareholders convening a general meeting of the Company concerning the proposed grant to the Directors of authority to allot relevant securities pursuant to section 551 of the Companies Act 2006 and the proposed dis-application of statutory pre-emption rights pursuant to section 570 of the Act.
For further information please contact:
| Imaginatik plc | Tel: 020 7917 2975 |
| Matthew Cooper, Chairman |
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| Shawn Taylor, CFO & COO |
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| Arbuthnot Securities Limited | Tel: 020 7012 2000 |
| Tom Griffiths |
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| Threadneedle Communications | Tel: 0207 653 9843 |
| Caroline Evans-Jones/Hilary Millar |
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About Imaginatik
Imaginatik is a provider of Innovation Management and Collective Intelligence software and services. Some of the world's leading companies use the Company's Idea Central software platform and consulting services to identify and develop the important ideas and strategies that will drive the future of their business. For more than 10 years, Imaginatik has helped customers including CSC, Pfizer,
Boeing, Chubb and Cargill achieve outstanding results with the experience of its consulting team and highly configurable web-based software.
Imaginatik is a public company whose shares are traded on the AIM market of the London Stock Exchange [LSE:IMTK.L] and a World Economic Forum Technology Pioneer with offices in Boston, MA, and London, UK. Imaginatik is committed to ongoing research into the nature of human networks, innovation and collective intelligence. The Company collaborates with several academic institutions including the IXL Center at Hult International Business School.
For further information please visit http://www.imaginatik.com
Letter to Shareholders from the Chairman of the Company as extracted from the Circular
Set out below is the text of the letter from the Chairman of the Company as extracted from the Circular explaining the background to and the reasons for the proposed grant of authority to the Directors to allot relevant securities and the dis-application of pre-emption rights:-
"Dear Shareholder,
Proposed grant to the Directors of authority to allot relevant securities pursuant to section 551 of the Act and the disapplication of statutory pre-emption rights pursuant to section 570 of the Act
Introduction and Background
The General Meeting due to be held at the offices of Marriott Harrison, Staple Court, 11 Staple Inn Buildings, London WC1V 7QH on Tuesday 17 August 2010 at 2.00 p.m. is being indefinitely adjourned and a new meeting is being convened for 24 August 2010 to allow a number of shareholders who have expressed the desire to be able to attend in person.
The purpose of this document is to seek your approval to grant the Directors authorities to issue new Ordinary Shares and to disapply the pre-emption rights imposed under the Act. The document explains why the above approvals are being sought and to provide you with information to enable you to decide how to vote at the General Meeting which is being convened for 2.00 p.m. on Tuesday 24 August 2010 at the offices of Marriott Harrison, Staple Court, 11 Staple Inn Buildings, London WC1V 7QH. The Notice of the General Meeting which convenes the meeting is set out at the end of this document, and the Form of Proxy for use in relation to the General Meeting accompanies this document.
The Company is seeking the authorities referred to above to enable it to raise funds to strengthen its balance sheet, providing an appropriate level of working capital for the business and to facilitate further growth, including the addition of high quality sales people in the US and UK.
Following the publication on 26 July 2010 of the Company's circular to shareholders in respect of the original general meeting, certain Shareholders have indicated to the Company that they may be willing to subscribe for new Ordinary Shares if the Resolutions are passed. Neither the price per Ordinary Share nor the size of any subscription is known.
The founder and former CEO of Imaginatik, Mark Turrell, left the Company on 4 June 2010. Since then, we have taken steps to strengthen the senior management team. I have taken over as Executive Chairman, Shawn Taylor the CFO, was appointed as COO and has assumed responsibility for the operational management of the Company alongside his current financial responsibilities, in early July 2010 we appointed Luis Solis in the US as VP Business Development, and appointed Tim Woods, Head of Product Development to the senior management team. More recently, we have appointed Kevin Grygiel as Global VP Sales based out of the Company's Boston office.
The Directors remain convinced that there remains a significant market opportunity in the growing field of Collaborative Innovation and idea management solutions. As one of the leading global providers of these solutions and with an enhanced management team now in place, the Directors believe that Imaginatik is well placed to capitalise in the future.
General Meeting
Set out at the end of this document is the notice convening the General Meeting of the Shareholders to be held at the offices of the Company's solicitors, Marriott Harrison, at Staple Court, 11 Staple Inn Buildings, London WC1V 7QH on Tuesday 24 August 2010 at 2.00 p.m., at which the Resolutions set out in the Notice of General Meeting will be proposed.
Ordinary Resolution
The first resolution will be proposed as an ordinary resolution to grant the Directors authority under section 551 of the Act to allot relevant securities (comprising Ordinary Shares and rights to subscribe for, or to convert securities into, Ordinary Shares) up to a nominal amount of £37,500, which represents approximately 37.68 per cent. of the issued share capital of Imaginatik. This authority would expire at the earlier of the annual general meeting of the Company to be held next year, or 24 August 2011.
Special Resolution
The second resolution will be proposed as a special resolution and is conditional on the passing of the first resolution. The second resolution will be proposed to grant to the Directors authority under section 570 of the Act to allot equity securities (within the meaning of the Act) up to an aggregate nominal amount of £37,500 for cash as if section 561(1) of the Act did not apply to such an allotment, which again represents approximately 37.68 per cent. of the issued share capital of Imaginatik. This authority would expire at the earlier of the annual general meeting of the Company to be held next year, or 24 August 2011.
Action to be taken in respect of the General Meeting of the holders of Ordinary Shares
A Form of Proxy for use at the General Meeting of the Shareholders is enclosed with this document.
Whether or not you intend to attend and participate at the General Meeting, the Form of Proxy should be completed and signed in accordance with the instructions on it and in accordance with the Company's articles of association and returned to the Company's registrars, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA as soon as possible, but in any event so as to be received not later than 2.00 p.m. on Friday 20 August 2010.
The completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person should you so wish.
Recommendation
The Directors consider that the Resolutions are in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend that you vote in favour of the Resolutions as set out in the Notice of the General Meeting, as your Directors intend to do or procure to be done in respect of their legal and beneficial holdings of Ordinary Shares, which amount, in aggregate, to 5,695,996 Ordinary Shares, representing approximately 3.58 per cent. of the issued share capital of the Company.
Yours faithfully
Matthew Cooper, Chairman"
DEFINITIONS
| the "Act" | the Companies Act 2006;
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| "Chairman" | the Chairman of the Company;
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| "the Company" or "Imaginatik" | Imaginatik plc, registered number 3936915 and having its registered office at 22 Melton Street, London NW1 2BW;
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| "Directors" | the directors of the Company whose names are set out on page 3 of this document;
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| "General Meeting" | the general meeting (and any adjournment of that meeting) of the Company to be held at the offices of the Company's solicitors, Marriott Harrison, at Staple Court, 11 Staple Inn Buildings, London WC1V 7QH at 2.00p.m. on Tuesday 24 August 2010 and convened by the notice which is set out at the end of this document;
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| "Form of Proxy" | the form of proxy accompanying this document for use by Shareholders at the General Meeting;
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| "Notice of General Meeting" | the notice of the General Meeting set out at the end of this document;
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| "Ordinary Shares" | ordinary shares of 0.0625 pence each in the capital of the Company;
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| "Ordinary Resolution" | the ordinary resolution numbered 1 in the Notice of General Meeting;
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| "Resolutions" | together the Ordinary Resolution and the Special Resolution;
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| "Shareholders" | the persons who are registered as holders of Ordinary Shares from time to time; and
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| "Special Resolution" | the special resolution numbered 2 in the Notice of General Meeting.
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Copies of the Circular are available from the Company's offices at 6 Wessex Way,
Colden Common, Winchester SO21 1WP and on its website, www.imaginatik.com.
END