30 Sep 2015 16:41
Castleton Technology plc
("Castleton", "the Group" or "the Company")
Proposed Capital Reorganisation
Posting of Annual Report and Accounts
Castleton Technology plc (AIM: CTP), the software and managed services provider to the public and not for profit sectors, announces that it has today posted to shareholders copies of the Company's Annual Report and Accounts along with the Notice of Annual General Meeting ("AGM"), to be held on Thursday 22 October 2015 at 2.00 p.m. at the offices of DAC Beachcroft LLP, 100 Fetter Lane, London EC4A 1BN. Copies of the Annual Report and Accounts and the notice of AGM are available on the Company's website www.castletonplc.com.
Proposed Capital Reorganisation
Contained within the notice of AGM is a letter to shareholders describing proposals for a capital reorganisation, and the resolutions required to effect this will be put to shareholders at the forthcoming AGM.
The Company presently has in excess of 9,500 shareholders. This adds a considerable cost to the overheads of the Company caused by the need to produce annual accounts and the associated registrar's costs. Over 95 per cent. of shareholders, by number, have holdings with a value at the closing mid price of 3.1 pence per share as at 25 September 2015, being the latest practicable date prior to the posting of the notice of AGM, of £100 or less. It has therefore become clear to the Board of Directors (the "Board") that, for a company of Castleton's size, this represents a disproportionately large number of small shareholdings. Accordingly, the Board proposes to consolidate the shareholdings in the Company through a Capital Reorganisation on the terms set out below.
It is proposed that every 160 existing ordinary shares of 0.1 pence each ("Existing Ordinary Shares") will be consolidated into 1 new ordinary share of 16 pence each ("Interim Ordinary Share"), collectively referred to as "Interim Ordinary Shares". Unless a shareholding therefore equals or exceeds 160 Existing Ordinary Shares then shareholders will be left with a fractional entitlement to the resulting Interim Ordinary Shares if the resolutions required in order to effect the Capital Reorganisation put to shareholders at the Annual General Meeting are approved. Any fractions arising as a result of the consolidation will be aggregated and sold in the market on shareholder's behalf and, where the amount of the proceeds is £5.00 or more, the net proceeds of the sale (after costs) will be returned to shareholders in proportion to their fractional entitlement. Proceeds of less than £5.00 will be retained by the Company and given to charity.
The Board further proposes that immediately thereafter, the ordinary share capital of the Company is reorganised by sub-dividing each newly created Interim Ordinary Share into 8 new ordinary shares of 2 pence each ("New Ordinary Shares"), the consolidation and the sub-division together being the "Capital Reorganisation".
Issue of additional shares
The Company has 1,493,311,292 Existing Ordinary Shares in issue. To effect the proposed share consolidation, it will be necessary to issue a further 68 Existing Ordinary Shares ("Additional Ordinary Shares") to increase this to 1,493,311,360 which is exactly divisible by 160. Since these additional shares would only represent a fraction of an Interim Ordinary Share, this fraction would be sold pursuant to the arrangements for fractional entitlements described above.
The Additional Ordinary Shares are expected to be allotted shortly and application will be made for the Additional Ordinary Shares to be admitted to trading on AIM ("Admission"). Admission is expected to take place at 8.00 a.m. on 5 October 2015. Following Admission the total number of Existing Ordinary Shares in issue will be 1,493,311,360. There are no Ordinary Shares held in treasury and so the total number of voting rights in the Company as from Admission will be 1,493,311,360.
The above figure of 1,493,311,360 may be used by shareholders as the denominator for the calculations by which they will 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.
The expected timetable for the proposed Capital Reorganisation is set out below.
Latest time and date for receipt of Proxy Forms | 2.00 p.m. on 20 October 2015 |
Annual General Meeting | 2.00 p.m. on 22 October 2015 |
Record Date for the Capital Reorganisation | 5.00 p.m. on 22 October 2015 |
Existing Ordinary Shares disabled in CREST and share register closed | 5.00 p.m. on 22 October 2015 |
Admission effective and dealings commence on AIM in New Ordinary Shares | 8.00 a.m. on 23 October 2015 |
CREST accounts credited with New Ordinary Shares | 23 October 2015 |
New Share certificates dispatched on or before | 15 November 2015 |
ISIN of New Ordinary Shares | GB00BYV2WV72 |
Enquiries:
Castleton Technology plc Ian Smith, Chief Executive Haywood Chapman, Chief Financial Officer | Tel. 44 (0)20 7965 8149 http://www.castletonplc.com
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finnCap Ltd Geoff Nash / Simon Hicks | Tel. +44 (0)20 7220 0500 |
MXC Capital Markets LLP Marc Young / Charlotte Stranner | Tel. +44 (0)20 7965 8149
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About Castleton Technology plc
Castleton Technology plc is a leading supplier of complementary software and managed services to the public and not for profit sectors. The acquisitions of Montal, Documotive, Opus, Keylogic, Brixx and Impact Applications bring together an exceptional suite of solutions, providing the foundation for this platform. Castleton works in partnership with its customers and resellers to help drive efficiencies whilst improving controls and customer service. www.castletonplc.com