Last checked at 24 May 2016 10:25
24 May 2016
BELGRAVIUM TECHNOLOGIES PLC
(AIM: BVM)
Result of AGM and GM
Belgravium Technologies, the provider of mobile on-board retail solutions, announces that all the resolutions proposed at its AGM held today were duly passed. In addition at the General Meeting which followed the AGM, all the resolutions proposed, including resolutions in relation to the Capital Reorganisation, the Capital Reduction, the Change of Name and an amendment to the Articles of Association (together the "Proposals"), details of which were set out in a Circular to shareholders dated 28 April 2016, were passed.
Capital Reorganisation and New Ordinary Shares
Immediately following the GM, 3,453 Existing Ordinary Shares were issued at a price of 5 pence per share to ensure that as part of the Capital Reorganisation an exact whole number of New Consolidated Shares will be issued. At the Capital Reorganisation Record Date, the 100,940,000 Existing Ordinary Shares will be consolidated into New Consolidated Ordinary Shares each 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. Immediately following the Capital Reorganisation, the Company's issued share capital will comprise 6,308,750 Ordinary Shares of 5p each and 94,631,250 Deferred Shares of 5p each.
Application has been made for the 6,308,750 New Ordinary Shares to be admitted to trading on AIM. Dealings are expected to commence on 25 May 2016. The New Ordinary Shares will trade under the ISIN: GB00BD9YDB55 and SEDOL: BD9YDB55.
Existing share certificates will cease to be valid following the Capital Reorganisation. New share certificates in respect of the New Ordinary Shares are expected to be issued on or around 1 June 2016. A CREST Shareholder will have their CREST account credited with their New Ordinary Shares following Admission.
In accordance with the provisions of the Disclosure and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following the Capital Reorganisation, its issued share capital will comprise 6,308,750 Ordinary Shares of 5p each and 94,631,250 Deferred Shares of 5p each. All of the Ordinary Shares have equal voting rights and none of the Ordinary Shares are held in Treasury. The total number of voting rights in the Company is therefore 6,308,750. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure and Transparency Rules.
Capital Reduction
Having been approved by Shareholders, it is anticipated that the first Court hearing in relation to the Capital Reduction will take place on 31 May 2016, with the final hearing taking place on 8 July 2016 and the Capital Reduction becoming effective on 9 July 2016 following the registration of the Court Order at Companies House.
Change of Name and Website Address
Shareholders have approved the change of Company name to:
Touchstar plc
The change of name will be effective once Companies House has issued a certificate of incorporation on change of name. This is expected to occur on or around 24 May 2016. The tradable instrument display mnemonic ("TIDM") of the Company is expected to change to TST with effect from 7 a.m. on 25 May 2016.
Following the change of name the Company's website address will be www.touchstarplc.com
The expected timetable for implementation of the Proposals is as follows:
Consolidation Record Date | 6.00 p.m. on 24 May 2016 |
Admission of New Ordinary Shares | 25 May 2016 |
Commencement of dealings in New Ordinary Shares | 25 May 2016 |
CREST accounts credited with New Ordinary Shares | 25 May 2016 |
First Court hearing | 31 May 2016 |
Despatch of definitive certificates for New Ordinary Shares in certificated form | 1 June 2016 |
Capital Reduction Record Date | 6.00 p.m. on 7 July 2016 |
Court hearing to confirm the Capital Reduction | 8 July 2016 |
Registration of Court Order and effective date of Capital Reduction | 9 July 2016 |
Contacts: | |
Belgravium Technologies Plc | www.belgravium-technologies.com |
Ian Martin, Executive Chairman | +44 (0) 7968 184923 |
Mark Hardy, Group Managing Director | +44 (0) 1274 741860 |
WH Ireland Limited (Nominated Adviser and Broker) | www.wh-ireland.co.uk |
Mike Coe / Ed Allsopp | +44 (0) 117 945 3470 |
Notes:
(1) Each of the times and dates set out in the above timetable and mentioned in this announcement is subject to change by the Company, in which event details of the new times and dates will be notified by an appropriate announcement to a Regulatory Information Service
(2) References to times in this announcement are to London time unless otherwise stated
(3) The events in the above timetable in relation to the Capital Reduction are conditional upon: (i) approval of the Capital Reductions by the High Court; and (ii) registration of the Court of Session confirming the Capital Reduction with the UK Registrar of Companies
(4) Capitalised terms have the definitions used in the announcement and Circular dated 28 April 2016