Share Capital Consolidation
08 September 2003 - 5:03PM
UK Regulatory
RNS Number:4829P
Chorion PLC
08 September 2003
Embargoed until 7.00 a.m. on 8 September 2003
Chorion PLC
("Chorion" or the "Company")
Consolidation of Share Capital and Free Share Dealing Service
for Small Shareholders
Chorion announces that it is proposing a consolidation of the Company's ordinary
share capital on the basis of one new ordinary share of 30p for every 30
existing ordinary shares. The Company is also announcing details of a free
dealing service for shareholders who own fewer than 10,000 existing ordinary
shares to allow then to sell their shares in the market free of commission.
Waheed Alli, Chairman, commented: "We believe the Proposed Consolidation being
announced today will help improve both the attractiveness and marketability of
Chorion shares, through a combination of the increased price per share and a
tighter bid offer spread."
"We are also taking this opportunity to provide small shareholders in the
Company with the option of realising their investment in a cost effective
manner, free of commissions and other dealing costs. We believe the Cash-Out
Election will be attractive to certain shareholders and will also assist the
Company in reducing its administrative costs."
Further details follow below:
Consolidation of Share Capital
The Company's authorised ordinary share capital comprises ordinary shares of 1p
each (the "Existing Ordinary Shares") of which 517,522,949 are currently in
issue.
The Directors consider that a consolidation of the Company's ordinary shares
should assist in improving such shares' attractiveness and liquidity, through
the increase in the price of each share which is expected to result, and
potentially lead to a relative reduction in the bid offer spread price of a
share. Accordingly, it is proposed that every 30 Existing Ordinary Shares be
consolidated into one new ordinary share of 30p (the "Consolidation").
To effect the consolidation it may be necessary to issue an additional number of
Existing Ordinary Shares so that the Company's issued share capital is exactly
divisible by 30 at the time the Consolidation takes effect. These additional
Existing Ordinary Shares would be issued, by way of capitalisation of reserves,
to the Company Secretary. Since they would only represent an entitlement to a
fraction of a new ordinary share of 30p (a "New Ordinary Share") they would be
sold for the benefit of the Company pursuant to the arrangements described under
"Fractional Entitlements" below. Assuming no further shares are issued between
the date of this circular and the Consolidation becoming effective, the issued
share capital would comprise 17,250,765 New Ordinary Shares following the
Consolidation. The New Ordinary Shares would have the same rights, including
voting and dividend rights, as the Existing Ordinary Shares.
As a result of the Consolidation, the exercise price and number of shares in
respect of which options may be exercised under the Company's share option
schemes would be adjusted in accordance with the rules of the relevant schemes.
Assuming that the Consolidation is approved, it is expected to become effective,
and trading in the New Ordinary Shares is expected to commence, on AIM on 27
October 2003. Following approval of the Consolidation, share certificates would
not be called in but would continue to be accepted with transfers of New
Ordinary Shares. Share certificates in 30p form will be issued as and when
transfers are registered. For shareholders who hold shares through the CREST
system, the New Ordinary Shares are expected to be credited to CREST accounts by
27 October 2003.
Fractional Entitlements
Holders of fewer than 30 Existing Ordinary Shares would not be entitled to
receive New Ordinary Shares under the Consolidation. Shareholders with a
holding of Existing Ordinary Shares which is greater than 30 but which is not
exactly divisible by 30 would have their entitlement rounded down to the nearest
whole number. Fractional entitlements would be aggregated and sold in the
market for the benefit of the Company except that any net proceeds after
deduction of the expenses of sale in excess of #3 would be distributed to the
shareholders entitled thereto.
Free Dealing Service for Small Shareholders
This is a one-off opportunity for small shareholders to sell their shareholdings
with no dealing costs. The Company has a large number of shareholders who hold
only a very small interest in the Company with a low economic value: by way of
illustration, the Company currently has approximately 12,700 shareholders each
of whom holds less than 10,000 shares. This can be disadvantageous for the
shareholder concerned, as commissions and other dealing costs may make it
uneconomic to sell the shares, and it also involves additional administrative
expense for the Company. Accordingly, the Company has made arrangements to
provide such shareholders with an opportunity to sell their shares for cash at
the best price reasonably obtainable in the market, free of commissions or other
dealings costs (the "Cash-Out Election").
The Cash-Out Election, which will proceed whether or not the Consolidation takes
place, is available only to shareholders who held 10,000 or fewer Existing
Ordinary Shares as at the close of business on 19 September 2003 (the "Record
Date"), the latest practicable date prior to the printing of this circular (an
"Eligible Shareholder"). Eligible Shareholders will only be able to sell the
whole, and not part only, of their shareholding as at the Record Date under the
Cash-Out Election.
All shares sold under the Cash-Out Election will be sold, at the same price
pursuant to a bookbuild, to be carried out by the Company's brokers, Evolution
Beeson Gregory Limited, which is expected to close at 5 pm on 5 November 2003.
The result of the bookbuild is expected to be announced by 8 am on 6 November
2003. The price obtained for shares under the Cash-Out Election is not subject
to any minimum but would depend on market demand at the time and may, therefore,
be substantially below the price at which the Company's shares would have been
trading over the period prior to the sale taking place. If there is
insufficient demand for the total number of shares in respect of which Cash-Out
Elections are made to be sold, only the number of shares which matches demand
will be sold. In such an event priority will be given to those Eligible
Shareholders who held the smallest holdings of shares on the Record Date and
thereafter in ascending order of size of holding.
Extraordinary General Meeting
An Extraordinary General Meeting of the Company has been convened for 10.30 am
on 24 October 2003 for the purpose of passing the resolution required for the
proposals described in this circular to take place.
Set out below is a timetable which details the principal events relating to the
Consolidation and the Cash-Out Election:
Record Date for determining eligibility for Cash-Out 19 September 2003
Election
Latest time and date for receipt of forms of proxy 10.30 am on 22 October 2003
Extraordinary General Meeting 10.30 am on 24 October 2003
Dealings in New Ordinary Shares to commence on AIM 8.00 am on 27 October 2003
CREST accounts credited in respect of the New Ordinary 27 October 2003
Shares and any payments due by
Cheques for any cash payments due in respect of 31 October 2003
fractional entitlements despatched by
Latest time for returning Cash-Out Election Forms 5.00 pm on 3 November 2003
Bookbuild for Cash-Out Election closes 5 November 2003
Result of bookbuild announced 6 November 2003
Cheques despatched to relevant Eligible Shareholders 17 November 2003
in respect of sales under the Cash-Out Election
Enquires:
Chorion PLC
Jeremy Banks, Company Secretary
This information is provided by RNS
The company news service from the London Stock Exchange
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