Last checked at 26 Sep 2019 07:00
Primorus Investments plc
("Primorus" or the "Company")
Publication of Circular and Notice of General Meeting
Primorus Investments plc (AIM: PRIM, NEX: PRIM) announces that in order to bring the Company's share capital into line with the size of the Company, the Company is proposing a consolidation of the Company's issued and to be issued Ordinary Shares (the "Consolidation").
The terms of the proposed Consolidation are that every 20 Existing Ordinary Shares of 0.01 pence each will be consolidated into 1 New Ordinary Share of 0.2 pence each. Such New Ordinary Shares will have the same rights and be subject to the same restrictions (save as to par value) as the Existing Ordinary Shares.
The Company is today posting to shareholders a Circular with a notice of General Meeting seeking shareholder approval to grant the Directors of the Company authority to consolidate the Company's issued and to be issued Ordinary Shares.
The Company's general meeting (the "General Meeting") to approve the Consolidation will be held at 11:00 am on 16 October 2019 at the offices of Hill Dickinson LLP, 105 Jermyn Street, St. James', London, SW1Y 6EE. A copy of the Circular and Form of Proxy can be downloaded from the Company's website, at www.primorusinvestments.com.
Extracts from the Circular are set out below and should be read in conjunction with the Circular.
Alastair Clayton Executive Director commented - "Having spoken to a large number of shareholders, our broker TPI and our NOMAD Cairn, we have concluded that a 1 for 20 consolidation is in the best interests of the Company. With a spread often exceeding 30% we feel this currently acts as a disincentive to investors seeking to purchase our stock in the market. As such, we feel this Consolidation, if approved, may help alleviate this issue by narrowing the spread thereby providing a clearer picture of market price for the Company's stock going forward. As such all memebers of the Board will be voting in support of this measure in respect of their own shareholdings."
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
For further information, please contact:
Primorus Investments plc: | +44 (0) 20 7440 0640 |
Alastair Clayton | |
Nominated Adviser: | +44 (0) 20 7213 0880 |
Cairn Financial Advisers LLP | |
James Caithie / Sandy Jamieson | |
Broker: | +44 (0) 20 3657 0050 |
Turner Pope Investments (TPI) | |
Zoe Alexander / Andy Thacker |
LETTER FROM THE CHAIRMAN
Primorus Investments PLC
(Incorporated and registered in England & Wales with registered number 03740688)
Directors: | Registered Office: |
Jeremy Taylor-Firth (Non-Executive Chairman) Alastair Clayton (Executive Director) Donald Strang (Non-Executive Director) | Suite 3B Princes House 38 Jermyn Street London SW1Y 6DN
|
To the Shareholders and, for information only, to the holders of warrants and options | |
26 September 2019 | |
Dear Shareholder
Notice of General Meeting
Introduction
I am writing to invite you to the general meeting of the Company to be held on 16 October 2019 at 11:00 a.m. at the offices of Hill Dickinson LLP, 105 Jermyn Street, St. James', London, SW1Y 6EE. The notice of the General Meeting is set out on page 6 of this document.
This letter also explains why the Directors recommend that Shareholders of the Company vote in favour of the Resolution being proposed at the General Meeting.
Consolidation of Existing Ordinary Shares
Pursuant to resolution 1 and in order to bring the Company's share capital into line with the size of the Company, the Company is proposing the Consolidation of the Company's issued and outstanding Ordinary Shares.
The terms of the proposed Consolidation are that every 20 Existing Ordinary Shares of 0.01 pence each will be consolidated into 1 New Ordinary Share of 0.2 pence each. Such New Ordinary Shares will have the same rights and be subject to the same restrictions (save as to par value) as the Existing Ordinary Shares.
To effect the Consolidation, it will be necessary to issue an additional 17 Existing Ordinary Shares so that the Company's issued ordinary share capital is exactly divisible by 20. These additional Existing Ordinary Shares will be issued to the Company's share registrar before the record date for the Consolidation. Since these additional shares would only represent a fraction of a New Ordinary Share, this fraction will be sold or transferred pursuant to the arrangements set out below.
The Consolidation will give rise to fractional entitlements to a New Ordinary Share where any holding is not precisely divisible by 20. No certificates regarding fractional entitlements will be issued. Instead, any New Ordinary Shares in respect of which there are fractional entitlements will be aggregated and allocated by Directors.
For the avoidance of doubt, the Company is only responsible for dealing with fractions arising on registered holdings. For Shareholders whose shares are held in the nominee accounts of stockbrokers, intermediaries, or other nominees, the effect of the Consolidation on their individual shareholdings will be administered by the stockbroker or nominee in whose account the relevant shares are held. The effect is expected to be the same as for shareholdings registered in beneficial names, however, it is the stockbroker's responsibility to deal with fractions arising within their customer accounts, and not the Company's.
Where options and other rights have been granted in relation to the Existing Ordinary Shares, the numbers of New Ordinary Shares to which these rights apply will be adjusted to take account of the Consolidation.
Share Certificates in respect of the New Ordinary Shares will be issued following the Consolidation or, in the case of uncertificated holders, Euroclear UK and Ireland Limited will be instructed to credit the CREST participant's account with New Ordinary Shares.
Accordingly, a resolution is to be proposed at the General Meeting to consolidate the issued share capital of the Company in accordance with section 618 of the Companies Act 2006 and the Company's Articles of Association.
Following the Consolidation, Shareholders will still hold the same proportion of the Company's ordinary share capital as before the Consolidation. Other than a change in nominal value, the New Ordinary Shares will carry the same rights under the Company's articles of association as the Existing Ordinary Shares.
Explanatory notes to the Notice of General Meeting
The notes on the following pages give an explanation of the proposed resolution which is proposed as an ordinary resolution. This means that for the resolution to pass, more than half of the votes cast must be in favour of the resolution.
Resolution 1 - Consolidation
This is an ordinary resolution seeking approval of the Consolidation.
Action to be taken by Shareholders
Shareholders will find enclosed with this letter a form of proxy for use at the General Meeting. The form of proxy should be completed and returned in accordance with the instructions printed on it so as to arrive at the Company's address at Suite 3B, Princes House, 38 Jermyn Street, London SW1Y 6DN as soon as possible and in any event not later than 14 October 2019 at 11:00 a.m. Completion and the return of the form of proxy will not prevent Shareholders from attending and voting at the General Meeting should they so wish.
Recommendation
The Directors unanimously believe that the Resolution is in the best interests of the Company and its Shareholders and unanimously recommend you to vote in favour of the Resolution as they intend to do in respect of their own beneficial holdings in the Company.
Yours faithfully
Jeremy Taylor-Firth
Non-Executive Chairman