ValiRx Regulatory News (VAL)

28 Jan 2009 11:55



VALIRX PLC

PROPOSED REORGANISATION AND GENERAL MEETING

The Company has today announced that a General Meeting of the Company will be held at 10 a.m. on 13 February 2009 at which the Directors are proposing to effect the Proposed Reorganisation.

A circular has been dispatched to Shareholders to provide them with information on, and to outline the reasons for, the Proposed Reorganisation and to explain why the Board considers it to be in the best interests of the Company and Shareholders as a whole, and why it recommends that Shareholders vote in favour of the Special Resolution to be proposed to effect the Proposed Reorganisation.

BACKGROUND TO AND REASONS FOR THE PROPOSED REORGANISATION

In order to finance the further development of the Company's business the Directors believe that additional funds will be required. The Company will look to raise this additional capital by a placing of New Ordinary Shares following approval of the Proposed Reorganisation. 

The current market price of the Company's Existing Ordinary Shares is less than the nominal value. The Company cannot issue new shares at less than the nominal value so in order to raise additional funds, the Company needs to reorganise its share capital to reduce the nominal value of its ordinary shares.

Subject to approval by the Shareholders at the General Meeting, the Directors propose to subdivide each issued Existing Ordinary Share into one New Ordinary Share and one Deferred Share and sub-divide each of the unissued Existing Ordinary Shares into six New Ordinary Shares. Immediately following the Proposed Reorganisation, the total number of New Ordinary Shares in issue will be unchanged and each existing Shareholder will continue to hold one New Ordinary Share in place of each Existing Ordinary Share. Existing certificates representing the Existing Ordinary Shares will remain valid for the New Ordinary Shares. No share certificates will be issued for the Deferred Shares.

Following the Proposed Reorganisation, and assuming no further Existing Ordinary Shares are issued between today and the Proposed Reorganisation becoming effective, the issued share capital will comprise 58,378,365 New Ordinary Shares and 58,378,365 Deferred Shares.

DEFERRED SHARES

The Deferred Shares will have no right to vote, attend or speak at general meetings of the Company and will have no right to receive any dividend or other distribution and will have only limited rights to participate in any return of capital on a winding-up or liquidation of the Company. No application will be made to the London Stock Exchange for admission of the Deferred Shares to trading on AIM. 

RECOMMENDATION

The Directors consider the proposals described in the circular to Shareholders to be in the best interests of the Company and of Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting, as they intend to do in respect of their own beneficial holdings of 12,007,910 Existing Ordinary Shares representing 20.57 per cent. of the Existing Ordinary Shares in issue.

Enquiries: 

DEFINITIONS

The following definitions apply throughout this announcment, unless the context otherwise requires: