Last checked at 26 May 2009 11:24
FOR IMMEDIATE RELEASE MeDaVinci plc (the 'Company') Reorganisation of Share Capital
MeDaVinci plc (AIM:MVC.L), the investment company focussed on technologies, products and services in the health and wellness markets, announces further to the announcement made on 25 March 2009, that the Board has completed its review of the Company's investment portfolio and it is their intention to dispose of these investments in due course. As a consequence of this your Board wishes to have the flexibility to raise new funds, so as to secure the future of MeDaVinci plc.
Company law prohibits the issue of shares at a price below their nominal value, in this case being 1 pence nominal for each ordinary share of the Company (" Existing Ordinary Share"), accordingly, a share capital reorganisation will be necessary in order to undertake any future fundraising. It is therefore proposed to reorganise the share capital of the Company by subdividing each issued Existing Ordinary Share into one new ordinary share of 0.1 pence each (" New Ordinary Share") and one deferred share of 0.9 pence each ("Deferred Share ").
The resolutions required to approve such reorganisation will be put to a general meeting of shareholders on 19 June 2009, notice of which has been sent to the shareholders today.
The New Ordinary Shares will have the same rights (including voting and dividend rights) as each Existing Ordinary Share has at present. No new certificates will be issued in respect of the New Ordinary Shares and existing share certificates in respect of Existing Ordinary Shares will be valid and will continue to be accepted as evidence of title for the New Ordinary Shares.
In order to effect the reorganisation, the articles of association of the Company will need to be amended to include the rights of the Deferred Shares, which will be minimal thereby rendering them effectively valueless.
The rights attaching to the Deferred Shares can be summarised as follows:
* they do not entitle holders to receive any dividend or other distribution or to receive notice or, speak or vote at general meetings of the Company; * on a return of assets on a winding up, they only entitle the holder to the amounts paid up on such shares after the repayment of £10 million per New Ordinary Share; * they are not freely transferable; * the creation and issue of further shares which rank equally or in priority to the Deferred Shares or the passing of a resolution of the Company to cancel the Deferred Shares or to effect a reduction of capital shall not constitute a modification or abrogation of their rights; and * the Company shall have the right at any time to purchase all of the Deferred Shares for an aggregate consideration of £ 1.00.
No application will be made for the Deferred Shares to be admitted to trading on AIM or any other stock exchange. No share certificates will be issued for any of the Deferred Shares. There are no immediate plans to purchase or to cancel the Deferred Shares, although the Directors propose to keep the situation under review.
-Ends-
For further information please contact:
Hugh Field, Collins Stewart Europe Ltd Tel: 020 7523 8350
Adam Reynolds, Hansard Group Tel: 020 7245 1100
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