RAM.L Regulatory News (RAM)

8 Sep 2008 12:09



For Immediate Release 

8 September 2008

RAM INVESTMENT GROUP PLC

("RAM" or the "Company")

Capital Reorganisation Circular and Notice of GM 

The Company announces that it has posted a circular ("Circular") to holders ("Ordinary Shareholders") of ordinary shares of 1p each in the capital of the Company ("Ordinary Shares") setting out a proposed capital reorganisation, including a Notice of General Meeting ("GM"). 

The purpose of the Circular is to give the Ordinary Shareholders details of the following proposals:

consolidating and then sub-dividing the ordinary share capital of the Company;

increasing the authorised share capital of the Company;

giving the directors of the Company ("Directors") authority to allot relevant securities pursuant to section 80 of the Companies Act 1985; and

giving the Directors authority to allot for cash unissued New Ordinary Shares without first offering them on a pre-emptive basis to holders of New Ordinary Shares (as defined below).

Proposed Share Consolidation and Sub-division

The Company presently has in excess of 3,700 Ordinary 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 97 per cent of Ordinary Shareholders, by number, have holdings with a value at the closing bid price of 7p per share as at 3 September 2008, being the latest practicable date prior to the posting of the Circular, of £140 or less. Accordingly, it is proposed that the 5,677,900 Ordinary Shares in issue on the date of the Circular ("Existing Ordinary Shares") will be consolidated and sub-divided into New Ordinary Shares (as defined below) on the basis of and according to the steps set out in the resolutions ("Resolutions") appearing in the notice of GM in the Circular ("Capital Reorganisation").

It is proposed that every 2,000 Existing Ordinary Shares will be consolidated into 1 new ordinary share of £20 ("New Ordinary Share", collectively referred to as "New Ordinary Shares"). Unless a shareholding therefore equals or exceeds 2,000 Existing Ordinary Shares then shareholders will be left with a fractional entitlement to the resulting ordinary shares if the Resolutions 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 £3.00 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 £3.00 will be retained by the Company.

The Board further proposes that immediately thereafter, the ordinary share capital of the Company is reorganised by sub-dividing each newly created ordinary share of £20 into 2,000 New Ordinary Shares.

The New Ordinary Shares will have the same rights as those currently accruing to the Existing Ordinary Shares under the Company's articles of association, including those relating to voting and entitlement to dividends. CREST holders of New Ordinary Shares will be issued with a new ISIN number (namely GB00B3CZK033) and appropriate messages will be despatched. Each other holder of New Ordinary Shares will be issued with a new share certificate.

Proposed increase of authorised share capital

The Company is proposing to raise up to £600,000 (gross) by the issue of New Ordinary Shares for the purposes of considering, investigating and making potential investments and for working capital purposes. In order to facilitate this, the Directors consider it appropriate pursuant to Resolution 3 to increase the authorised share capital of the Company from £11,300,000 to £11,500,000 by the creation of an additional 20,000,000 New Ordinary Shares of 1p each ranking pari passu with the existing New Ordinary Shares.

Proposed general authority to allot and disapply pre-emptive provisions

Before the Company can allot any existing unissued shares, it is required to obtain authority from the Ordinary Shareholders in general meeting. The authority given at the general meeting held on 9 June 2003 in respect of the unissued Ordinary Shares has now expired. It is proposed that this authority will be renewed and new authority be given for the allotment of the New Ordinary Shares created pursuant to Resolution 3.

Resolution 4 would give the Directors the authority to allot up to £226,948.50, being all of the authorised but unissued Ordinary Shares including those created pursuant to Resolution 3 such authority to last until the fifth anniversary of the date of the GM.

Resolution 5, which must be passed as a special resolution, will give the Directors the authority to allot Ordinary Shares (payment for which is made in cash) otherwise than in accordance with the pre-emptive provisions in the 1985 Act. This authority is again limited to £226,948.50 and for the same period as set out in Resolution 4.

Each of Resolutions 3 to 5 inclusive is required to enable the Directors to issue Ordinary Shares for cash consideration pursuant to the fundraising outlined above and to allow the Directors to make other small issues of Ordinary Shares for cash consideration as they consider appropriate.

General Meeting

The General Meeting has been convened to approve the proposals and will be held at 55 Queen Anne Street, London W1G 9JR on 29 September 2008 at 9.00 a.m.

Expected timetable of events

Contact:

Edward Adams, Ram Investment Group plc on 07967 008448

Roland Cornish, Beaumont Cornish Limited on 020 7628 3396