Touchstar Plc Regulatory News (TST)

28 April 2016

BELGRAVIUM TECHNOLOGIES PLC

(AIM: BVM)

Notice of General Meeting

Belgravium Technologies plc ("Belgravium" or the "Company"), suppliers of mobile data computing solutions and managed services to a variety of industrial sectors, announces that its Notice of AGM and Annual Report and Accounts for the year ended 31 December 2015 are being sent to shareholders today. In addition, the Company is also posting a circular and notice of a general meeting convened to approve, inter alia, a proposed capital reorganisation, change of name and capital reduction (the "Circular"). All capitalised terms in this announcement are as defined in the Circular which in addition to the Notice of GM and other relevant documents, will be available on the Company's website, www.belgravium-technologies.com.

Background to and reasons for the Capital Reorganisation

The Company's share price has been below the nominal value of its Existing Ordinary Shares for some time. Company law prohibits companies from issuing new shares at less than the nominal value, therefore at present the Company is restricted as to how it can use its shares: for example, it would currently be unable to raise new share capital from investors.

At close of business on 25 April 2016, the latest practical date prior to publication of the Circular, the Company had 921 Shareholders of which 330 had shareholdings of less than 4,000 shares. These 330 Shareholders account for 35.8 per cent. of the Shareholders by number, but represent only 0.47 per cent. of the total number of Existing Ordinary Shares.

At the closing bid price of 3.50 pence on 25 April 2016, the latest practical date prior to the publication of the Circular, the market value of 4,000 shares was £140. The Directors consider that should a Shareholder with 4,000 shares or less choose to sell their shares, the proceeds may be significantly reduced by the dealing costs of selling. Therefore the Directors recognise that for small Shareholders it may be uneconomic for them to dispose of their shares. The Capital Reorganisation will allow small Shareholders to realise value for their shares free of dealing costs.

Another benefit of the Capital Reorganisation is it will allow the Company to reduce certain costs associated with maintaining a large shareholder register in particular printing, postage and registrars' costs.

For the reasons set out above, the Directors are proposing to reorganise the Company's share capital on the terms set out below.

Capital Reorganisation

Under the Capital Reorganisation, the Existing Ordinary Shares will be consolidated into New Consolidated Ordinary Shares on the basis of one New Consolidated Ordinary Share for each 4,000 Existing Ordinary Shares. Each New Consolidated Ordinary Share will then be sub-divided into 250 New Ordinary Shares and 3,750 Deferred Shares.

Most Shareholders will not hold at the Consolidation 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. Any such fractions as a result of the Consolidation will be aggregated and, following the Sub-division, the Directors will, in accordance with the Articles sell the aggregated shares in the market for the benefit of the relevant Shareholders. Shareholders should note that Chelverton Asset Management and Ian Martin have all indicated a willingness to acquire these shares.

The proceeds from the sale of the fractional entitlements shall be distributed pro rata amongst the relevant Shareholders save that where a Shareholder is entitled to an amount which is less than £5 it will (in accordance with the Articles) not be distributed to such Shareholder but will be donated by the Company to the Teenage Cancer Trust Charity.

One consequence of the Capital Reorganisation is that Shareholders holding less than 4,000 Existing Ordinary Shares will receive no New Ordinary Shares.

Shareholders holding 4,000 Existing Ordinary Shares will receive 250 New Ordinary Shares and 3,750 Deferred Shares.

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

The Deferred Shares will have no voting rights and will not carry any entitlement to attend general meetings of the Company. They will carry only the right to participate in any return of capital to the extent of the amount paid up or credited as paid up on each Deferred Share but only after the holder of each New Ordinary Share has received in aggregate capital repayments totalling £10,000,000 per New Ordinary Share.

Accordingly, the Deferred Shares will, for all practical purposes, be valueless and it is the Board's intention, as part of the Capital Reduction, to cancel the Deferred 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 on or around 1 June 2016. No certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to the Deferred Shares. No application will be made for the Deferred Shares to be admitted to trading on AIM or any other investment exchange.

A CREST Shareholder will have their CREST account credited with their New Ordinary Shares following their Admission, which is expected to be on 25 May 2016.

The notice of GM contains resolutions to give effect to the proposed Capital Reorganisation. The Capital Reorganisation is conditional upon the approval of the Shareholders at the GM as required by the Companies Act 2006 and the Articles.

Change of name

To reflect the new direction and reinforce the new branding of the operating companies the Board is proposing to change the name of the Company. Therefore a resolution will be put to the General Meeting to change the Company's name to:

Touchstar plc

Under the Companies Act 2006 and the Company's Articles of Association, a change of name requires the passing of a special resolution of Shareholders at a general meeting.

The tradeable instrument display mnemonic ("TIDM") of the Company is expected to change to TST effective from 7.00 a.m. on 25 May 2016.

Capital Reduction

In the year ended 31 December 2015 the Company reported retained losses of £6.339 million, of which £6 million resulted from a write down of goodwill. As a consequence of this, as at 31 December 2015 the Company had a negative accumulated profit and loss reserve account balance of £3.148 million. This means the Company has negative distributable reserves and is prohibited from, amongst other things, paying a dividend.

To rectify this situation the Company is proposing to undertake a capital reduction which will enable future profits of the Company earned after the date on which the Capital Reduction takes effect to be available for the Directors to use for the purposes of paying dividends (should circumstances in the future make it desirable to do so). The Capital Reduction will be conditional on Shareholders' approval, being sought at the GM and subsequently on Court approval; an application will be made to the Court in order to confirm and approve the Capital Reduction.

The Capital Reduction will involve the cancellation of the amount standing to the credit of the Company's share premium account, the cancellation of the amount standing to the credit of the Company's capital redemption reserve and the cancellation of the Deferred Shares created as part of the Capital Reorganisation. The Capital Reduction itself will not involve any distribution or repayment of capital or share premium by the Company and will not reduce the underlying net assets of the Company

The cancellations, if approved by the Court, will create realised profits sufficient to eliminate the accrued deficit on the Company's profit and loss account. In seeking this approval, the Company will be required to give such undertakings or other form of creditor protection as the Court may require for the benefit of the Company's creditors at the date on which the Capital Reduction becomes effective.

It is anticipated that the initial directions hearing in relation to the Capital Reduction will take place on 25 May 2016, with the final hearing taking place on 8 June 2016 and the Capital Reduction becoming effective on 9 June 2016 following the registration of the Court Order at Companies House.

The notice of GM contains resolutions to give effect to the proposed Capital Reduction. The Capital Reduction is conditional upon the approval of the Shareholders at the GM and the approval of the Court.

The Directors reserve the right to abandon or discontinue (in whole or in part) the application to the Court in the event that the Directors consider that the terms on which the Capital Reduction would be (or would likely to be) confirmed by the Court would not be in the best interests of the Company and/or the Shareholders as a whole.

Expected timetable of principal events and ISIN/SEDOL numbers

General Meeting

The General Meeting will be held on Tuesday 24 May 2016 at 9.45 a.m., or as soon thereafter as the AGM convened for 9.30 a.m. on that day has concluded, at the offices of TouchStar Technologies Limited, 7 Commerce Way, Trafford Park, Manchester M17 1HW.