OPM.L Regulatory News (OPM)

19 July 2013

1PM PLC

(AIM: OPM)

Posting of Annual Report

and

Proposed Capital Reorganisation

1pm plc ("1pm" or "the Company"), the AIM traded specialist provider of asset finance facilities to the SME sector, announces that its Notice of AGM and Annual Report and Accounts for the year ended 31 May 2013 are being sent to shareholders today. In addition, the Company is also sending a circular and notice of a general meeting convened to approve, inter alia, a proposed capital reorganisation (the "Circular"). The above documents can be viewed from the Company's website, www.1pm.co.uk 

Background to and reasons for the Capital Reorganisation

The Company proposes to carry out the Capital Reorganisation such that every Existing Ordinary Share will be consolidated into New Ordinary Shares on the basis of 0.006818 New Ordinary Shares for each 1 Existing Ordinary Share.

The Company's current share capital is divided into 4,395,618,769 ordinary shares of 0.068181817561983476709241120825081)pence each. Over the twelve months ending at close of business on 17 July 2013 (the latest practical date prior to the publication of the Circular) the Company's share price on AIM has ranged between 0.075p and 0.295p.

The trading performance of the Company over the past two financial years has improved significantly, culminating in the recent announcement of its results for the financial year to 31 May 2013.The Company reported revenues of £3.11m (2012: £2.31m, 2011: £1.33m) and pre-tax profits of £0.77m (2012: £0.44m, 2011: £0.20m ). In addition, the Company's lease portfolio as at 31 May 2013 was £14.8m which represents an increase of 126 per cent. from the level reported as at 31 May 2010 (£6.55m).

To reinforce the trading and financial progress made by the Company, the Board believes that it would be appropriate and beneficial to both the Company and its Shareholders to undertake the Capital Reorganisation. The Capital Reorganisation will, if implemented, allow the Company's share price to be consolidated such that it is no longer at a sub penny share price.

Under the Capital Reorganisation, which is proposed to be effected pursuant to the power to consolidate shares provided in Article 43.1 of the Articles, the Existing Ordinary Shares will be consolidated into New Ordinary Shares on the basis of 0.006818 New Ordinary Shares for each 1 Existing Ordinary Shares. Each New Ordinary Share will have a nominal value of 10 pence, which will be easier to manage than the nominal value of Existing Ordinary Shares which has 33 decimal places.

For the reasons set out above, the Directors are proposing the Capital Reorganisation.

Most Shareholders will not hold at the Record Date a number of Existing Ordinary Shares that is exactly divisible by the consolidation ratio. The result of the Consolidation, if approved, will be that such Shareholders will be left with a fractional entitlement to a resulting New Ordinary Share.

Under Article 44 of the Articles, any fractions arising as a result of the Consolidation should be aggregated and sold for the best price reasonably obtainable, and the net proceeds of sale distributed in due proportion among such Shareholders unless the Directors consider that the cost of distribution would, in the reasonable opinion of the Board, be disproportionate to the amounts involved.

The Directors have decided, pursuant to the discretion provided in Article 44 and in line with market practice, that the costs of distributing any amounts less than £3 would be disproportionate to the amounts being distributed. Based on the current price of Existing Ordinary Shares, the maximum value of any fractional entitlement will be less than 20 pence. Therefore, all proceeds of sale of fractional entitlements arising as a consequence of the Capital Reorganisation will be retained for the benefit of the Company. 

Shareholders should be aware that any Shareholder holding fewer than 147 Existing Ordinary Shares as at close of business on 16 August 2013 will not receive any New Ordinary Shares under the Reorganisation, and as a result will no longer have any interest in shares in the Company.

Any Shareholder who holds fewer than 147 Existing Ordinary Shares and wishes to retain an interest in the Company will need to acquire additional Existing Ordinary Shares so that the Shareholder's enlarged holding at the Record Date is divisible at least once by 147.

The rights attaching to the New Ordinary Shares will be identical in all respects to those of the Existing Ordinary Shares.

Existing share certificates will cease to be valid following the Capital Reorganisation. New share certificates in respect of the New Ordinary Shares will be issued by 26 August 2013.

A CREST Shareholder will have their CREST account credited with their New Ordinary Shares following their Admission, which is expected to be on 19 August 2013.

The Capital Reorganisation is conditional upon, and effected by, the resolution of the Shareholders at the General Meeting as required by the Companies Act 2006 and the Articles. The General Meeting is expected to take place at 10.15 a.m., or as soon thereafter as the AGM convened for 10.00 a.m. on that day has concluded, on 16 August 2013.

If the Resolutions are passed, the Capital Reorganisation will become effective immediately following close of business on the Record Date, being 16 August 2013.

The Definitions which apply in the Circular have been used in this announcement.