25 Jul 2016 12:30
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS
Eco City Vehicles plc
("ECV" or "the Company")
Result of General Meeting
Acquisition of Tax Computer Systems Limited
Change of Name to Tax Systems plc
Placing
Capital Reorganisation
Re-Admission to AIM
ECV (AIM: ECV), is pleased to announce that all resolutions contained in the notice of General Meeting circulated to Shareholders on 1 July 2016 were passed at the General Meeting held earlier today.
Following the resolutions being passed, the Company's name will be changed to Tax Systems plc and completion of the acquisition of Tax Computer Systems Limited ("TCSL") for an enterprise value of £73 million, to be satisfied in cash, is expected to occur at 8.00 a.m. on 26 July 2016. As from Admission, the Company's TIDM will be "TAX" and its website will be www.taxsystemsplc.co.uk
Placing
As previously announced, the Company has raised gross proceeds of £45 million by way of a placing of New Ordinary Shares at 67 pence per New Ordinary Share with new and existing investors, the proceeds of which will be used to fund the acquisition of TCSL alongside the new debt facilities with HSBC Bank plc and the Business Growth Fund plc.
Board Changes
The board of directors will be strengthened with the appointments of Gavin Lyons as Executive Chairman, Grahame Benson as Chief Operating Officer and Finance Director and Linda Beal as independent Non-Executive Director. Charles Vivian will step down from the Board. These Board changes will take effect on Admission which is expected to take place at 8.00 a.m. on 26 July 2016. The Board would like to thank Charles for his contribution to the Company over the course of his tenure.
Director Shareholdings
As part of the Placing, certain directors participated in the Placing. On Admission, the following Directors will have the following shareholdings:
Director | Number of New Ordinary Shares held | Percentage of issued share capital |
Gavin Lyons | 149,254 | 0.2% |
Grahame Benson | 149,254 | 0.2% |
Share Consolidation
The Company confirms that the resolutions in relation to the Capital Reorganisation were approved. Therefore Shareholders will receive one consolidated New Ordinary Share, credited as fully paid, in place of every 50 Existing Ordinary Shares. The record date for the Capital Reorganisation is 6.00 p.m. today, 25 July 2016. The Company's ISIN from Admission will be GB00BDHLGB97.
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for 76,001,889 New Ordinary Shares, the entire Enlarged Share Capital of the Company, to be admitted to trading on AIM, comprising 8,837,709 New Ordinary Shares in respect of the existing issued share capital of ECV and 67,164,180 New Ordinary Shares in respect of the Placing. Admission is expected to take place at 8.00 a.m. on 26 July 2016 at which time the suspension, announced by the Company on 21 January 2016, will be lifted and trading in the Company's New Ordinary Shares will commence.
Following Admission, the total number of New Ordinary Shares in issue will be 76,001,889. There are no shares held in Treasury. Accordingly, the total number of voting rights in the Company on Admission will be 76,001,889. This figure may be used by shareholders as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
Defined terms used in this announcement are the same as those defined in the Admission Document dated 1 July 2016 unless the context requires otherwise.
This announcement includes inside information.
Contact:
Eco City Vehicles PLC
Clive Carver, Non-Executive Director +44 20 3845 3552
MXC Capital Markets LLP (Financial Adviser)
Marc Young/ Charlotte Stranner +44 20 7965 8149
finnCap Limited (Nomad and Broker)
Jonny Franklin-Adams/James Thompson +44 20 7220 0500