TIDMGUN
RNS Number : 3366F
Gunsynd PLC
06 March 2020
Gunsynd PLC
("Gunsynd" or the "Company")
Posting of Shareholder Circular and Notice of AGM
Gunsynd (AIM: GUN, ISDX: GUN) announces that it has today posted
a Circular to Shareholders ("the Circular") including a proposed
capital reorganisation, proposed amendments to its Investing Policy
and Notice of Annual General Meeting ("AGM").
The AGM will be held at 11:00 a.m. on 2 April 2020 at the
offices of Hill Dickinson LLP, 105 Jermyn Street, St. James,
London, SW1Y 6EE.
A copy of the Circular will be posted to shareholders today and
is available on the Company's website: http://www.gunsynd.com .
An extract from the Chairman's Letter in the Circular is set out
below.
All capitalised terms used throughout this announcement shall
have the meanings given to such terms in the Definitions section of
this announcement and as defined in the Circular.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
The directors of Gunsynd accept responsibility for this
announcement.
For further information, please contact:
Gunsynd plc
Hamish Harris +44 20 7440 0640
Cairn Financial Advisers LLP
James Caithie / Liam Murray +44 20 7213 0880
Peterhouse Corporate Finance
Lucy Williams +44 20 7469 0930
"Notice of Annual General Meeting
1. Introduction
I am writing to invite you to the annual general meeting (the
"Annual General Meeting") of the Company to be held at the offices
of Hill Dickinson LLP at 11:00 a.m. on 2 April 2020. This letter
explains why the Directors recommend that shareholders of the
Company (the "Shareholders") vote in favour of the resolutions
being proposed at the Annual General Meeting (the
"Resolutions").
The Company announced earlier today proposals to amend its
Existing Investing Policy to broaden the potential scope of the
Company's portfolio of assets and to undertake a Capital
Reorganisation to ensure that the Company may raise funds through
the issue of new ordinary shares in the Company to implement the
Amended Investing Policy. Further details of the Capital
Reorganisation and the Amended Investing Policy are set out
below.
2. Background to and Reasons for the Capital Reorganisation
The Company's shares are currently trading on AIM and NEX at or
around the present nominal value of the Existing Ordinary Shares.
English company law prohibits a company from issuing shares at a
discount to the nominal or par value of its shares. Therefore, in
order to ensure that the Company may carry out fundraising in the
future, it is necessary to reduce the nominal value of the
Company's Existing Ordinary Shares which may also assist in
reducing volatility. The Directors therefore propose to effect a
Capital Reorganisation on the following basis:
-- adoption of amended memorandum and articles of association (the "New Articles");
-- each of the Existing Deferred Shares shall be renamed Deferred A Shares;
-- each of the Existing Ordinary Shares of 0.01 p each will be
subdivided into and reclassified as one New Ordinary Share and one
Deferred B Share;
-- each New Ordinary Share is an ordinary share in the capital
of the Company with a nominal value of 0.001p each and having those
rights set out in the New Articles (and noted below); and
-- each Deferred B Share is a deferred share in the capital of
the Company with a nominal value of 0.009p each and having those
rights set out in the New Articles (and noted below).
3. The New Articles
The Company's current memorandum and articles of association
were adopted by the Company on 12 September 2014 (the "Current
Articles"). Due to the proposed Capital Reorganisation the Company
needs to adopt a revised memorandum and articles of association to
establish the Deferred B Shares, and set out the rights attaching
hereto. Below is a summary of the material differences between the
Current Articles and the proposed New Articles:
Establishing rights of Deferred B Shares
The New Ordinary Shares created upon implementation of the
Capital Reorganisation will have the same rights as the Existing
Ordinary Shares including voting, dividend, return of capital and
other rights.
The rights attached to the Deferred B Shares will be identical
in all respects to those of the Existing Deferred Shares (to be
renamed Deferred A Shares) and will not have any voting rights and
will not carry any entitlement to attended general meetings of the
Company; nor will they be admitted to AIM or any other market. They
will carry only a priority right to participate in any return of
capital to the extent of GBP1 in aggregate over the class. In
addition, they will carry only a priority right to participate in
any dividend or other distribution to the extent of GBP1 in
aggregate over the class. In each case a payment to any one holder
of Deferred B Shares shall satisfy the payment required. The
Company will be authorised at any time to effect a transfer of the
Deferred B Shares without reference to the holders thereof and for
no consideration pursuant to and in accordance with the Act.
Accordingly, the Deferred B Shares will, for all practical
purposes, be valueless and it is the Board's intention, at an
appropriate time, to have the Deferred B Shares cancelled, whether
through an application to the Companies Court or otherwise in
accordance with the Companies Act 2006 (the "Act").
The rights attached to the New Ordinary Shares, the Existing
Deferred Shares (to be renamed Deferred A Shares) and the Deferred
B Shares will be contained in the New Articles to be adopted by the
Company, conditional, inter alia, upon the passing of the
Resolutions.
4. Capital Reorganisation
It is proposed that each Existing Ordinary Share of 0.01 pence
each in the capital of the Company to be subdivided into 1 New
Ordinary Share of 0.001 pence each and 1 Deferred B Share of 0.009
pence each. This will result in 6,334,275,841 New Ordinary Shares
and 6,334,275,841 Deferred B Shares being in issue immediately
following the Capital Reorganisation. The number of Existing
Deferred Shares (to be renamed Deferred A Shares) shall remain the
same following the Capital Reorganisation.
The Record Date for the Capital Reorganisation will be 2 April
2020.
5. Effects of the Capital Reorganisation
For purely illustrative purposes, examples of the effects of the
proposed Capital Reorganisation (should be approved by
Shareholders) are set out below:
Number of Existing Number of New Ordinary Number of Deferred
Ordinary Shares held Shares following the B Shares following
Capital Reorganisation the Capital Reorganisation
99 99 99
------------------------ ----------------------------
100 100 100
------------------------ ----------------------------
1,000 1,000 1,000
------------------------ ----------------------------
6. Admission of New Ordinary Shares
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM and NEX in place of the Existing
Ordinary Shares. It is expected that Admission will become
effective and that dealings in the New Ordinary Shares will
commence on 1 April 2020.
The ISIN and SEDOL in respect of the Existing Ordinary Shares
remain unchanged in respect of the New Ordinary Shares.
Shareholders who hold Existing Ordinary Shares in uncertificated
form will have such shares disabled in their CREST accounts on the
Record Date and their CREST accounts will be credited with the New
Ordinary Shares. Following Admission, which is expected to take
place on 1 April 2020.
Following the Capital Reorganisation, existing share
certificates will continue to be valid. No share certificates will
be issued in respect of the Deferred B Shares.
The Notice set out at the end of the document contains
resolutions to give effect to the proposed Capital Reorganisation
(amongst other matters) which are conditional, amongst other
matters, on the passing of the Resolutions.
7. Proposed Amendments to Investing Policy
The Company has considered a number of opportunities within its
Existing Investing Policy and it has come to the conclusion that
the Existing Investing Policy may need to be varied when
considering suitable opportunities to create value for
Shareholders. Therefore, the Board has resolved to seek shareholder
approval to amend the Company's investing policy in order to
potentially maximise shareholder value by adopting the Amended
Investing Policy.
The Company's proposed Amended Investing Policy, which is
subject to Shareholder approval at the Annual General Meeting, is
set out below:
"Amended Investing Policy
(Set out below is the investing policy which would apply to the
Company if shareholder approval is obtained at the Annual General
Meeting. Proposed changes to the investing policy are either
struck-through or underlined).
The Company's Investing Policy is to invest in and/or acquire
companies and/or projects within the natural resources sector, life
sciences sector (concentrating on but not being limited to,
plant-based nutrition and environmentally friendly alternatives to
food sources) and the alcohol beverage sector, (concentrating on
but not being limited to, ingredients used within the production of
such beverages including sugar cane, agave, and molasses) which the
Board considers, in its opinion, have potential for growth. The
Company will consider opportunities in all sectors as they arise if
the Board considers there is an opportunity to generate potential
value for Shareholders. The geographic focus will primarily be
Europe, Australia, the US and the Caribbean, however investments
may also be considered in other regions to the extent the Board
considers that potential value can be achieved.
Where appropriate, the Board may seek to invest in businesses
where it may influence the business at a board level, add their
expertise to the management of the business, and utilise their
industry relationships and access to finance.
The Company's interests in an investment and/or acquisition may
range from a minority position to full ownership and may comprise
one investment or multiple investments. The investments may be in
either quoted or unquoted companies; be made by direct acquisitions
or farm-ins; and may be in companies, partnerships, earn-in joint
ventures, debt or other loan structures, joint ventures or direct
or indirect interests in assets or projects. The Board may focus on
investments where intrinsic value may be achieved from the
restructuring of investments or merger of complementary
businesses.
The Board expects that investments will typically be held for
the medium to long term, although short term disposal of assets
cannot be ruled out if there is an opportunity to generate a return
for Shareholders. The Board will place no minimum or maximum limit
on the length of time that any investment may be held. The Company
may be both an active and a passive investor depending on the
nature of the individual investment.
There is no limit on the number of projects into which the
Company may invest, and the Company's financial resources may be
invested in a number of propositions or in just one investment,
which may be deemed to be a reverse takeover under the AIM Rules.
The Board intends to mitigate risk by appropriate due diligence and
transaction analysis. Any transaction constituting a reverse
takeover under the AIM Rules will also require Shareholder
approval. The Board considers that, as investments are made and new
investment opportunities arise, further funding of the Company may
also be required.
Where the Company builds a portfolio of related assets, it is
possible that there may be cross holdings between such assets. The
Company does not currently intend to fund any investments with debt
or other borrowings but may do so if appropriate. Investments in
early stage assets are expected to be mainly in the form of equity,
with debt potentially being raised later to fund the development of
such assets. Investments in later stage assets are more likely to
include an element of debt to equity gearing. The Board may also
offer New Ordinary Shares by way of consideration as well as cash,
thereby helping to preserve the Company's cash for working capital
and as a reserve against unforeseen contingencies including, for
example, delays in collecting accounts receivable, unexpected
changes in the economic environment and operational problems.
Investments may be made in all types of assets and there will be
no investment restrictions on the type of investment that the
Company might make or the type of opportunity that may be
considered.
The Company may consider possible opportunities anywhere in the
world.
The Board will conduct initial due diligence appraisals of
potential business or projects and, where they believe further
investigation is warranted, intend to appoint appropriately
qualified persons to assist. The Board believes its expertise will
enable it to determine quickly which opportunities could be viable
and so progress quickly to formal due diligence. The Company will
not have a separate investment manager."
-ENDS-
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END
NOAJFMFTMTTMBJM
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