31 Aug 2010 10:39
imJack plc
("imJack" or "the Company")
Cancellation of Shares
The Company announces that it has cancelled 1,500,010 ordinary 1p shares in the Company ("Ordinary Shares"). These shares were issued as part of the consideration for the acquisition of The Day Ltd which was announced by the Company on 19 May 2009. Due to the terms and conditions of the purchase not being completely satisfied these shares have been forfeited and accordingly the shares were transferred back into the Company's name for nil consideration and have been cancelled ("Cancellation"). The total number of Ordinary Shares in issue following Cancellation is 301,704,454.
Furthermore it has come to the Company's attention that an error was made in the calculation of certain shareholdings included in the announcement made by the Company on 20 May 2010 (the "Announcement") and the accompanying shareholder circular published on the same date. The Announcement contained details of new Ordinary Shares of the Company (the "New Ordinary Shares") to be issued in respect of, inter alia, a placing, the capitalisation of directors loans and certain acquisitions. The Announcement stated that Jeffrey Morris's beneficial shareholding, including the holdings of Jeffrey Morris' wife Debra Morris, following the issue of the New Ordinary Shares was 79,182,525 representing approximately 26.12 per cent of the enlarged share capital. However, this beneficial holding was over-stated by 2,210,335 Ordinary Shares representing 0.7% of the share capital following Cancellation.
This misstatement was due to Jeffrey Morris's holding being overstated by 5,016,700 Ordinary Shares which were announced by the Company as having been disposed of by Jeffrey Morris on 3 December 2009 (the "Disposals"), but the Disposals had not settled and accordingly were not reflected on the share register on the date of the Announcement. In addition, the shareholding attributed to Debra Morris was understated in the Announcement by 2,806,365 Ordinary Shares due to shares held in a nominee account not having been identified on the share register as attributable to Debra Morris.
Jeffrey Morris has used reasonable endeavours to try to ensure that all shares disposed of as part of the Disposals (the "Disposal Shares") are reflected on the share register as at today's date, however the responsibility to re-register the Disposal Shares in the name of the new owners ("New Owners") of the Disposal Shares lies with the New Owners. Some of the New Owners have still yet to complete the share transfer procedures therefore the Company's share register does not yet reflect Jeffrey Morris' correct shareholding.
Jeffrey Morris's restated beneficial interest in the Ordinary Shares is 76,972,160 Ordinary Shares (including 34,806,225 Shares held by Debra Morris) which represents 25.5 per cent of the issued share capital following the Cancellation.
For further information, please contact:
imJack Plc Tel: 01653 618 016
Michael Abrahams, Chairman
Daniel Stewart & Company plc Tel: 020 7776 6550
Emma Earl / Paul Shackleton
Rawlings Financial PR Limited Tel: 01653 618 016
Catriona Valentine