Circ re. Capital Reorganisation and Articles
19 December 2008 - 11:18PM
UK Regulatory
RNS Number : 4869K
IMS Maxims PLC
19 December 2008
19 December 2008
IMS Maxims Plc
("IMS" or the "Company")
Proposed Share Capital Reorganisation
Adoption of New Articles
Posting of Circular to Shareholders
The Company has today posted a Circular to Shareholders regarding the proposed Share Capital Reorganisation and adoption of the New
Articles.
Share Capital Reorganisation
The Company presently has approximately 2,346 Shareholders. This adds a considerable cost to the overheads of the Company including,
inter alia, the associated registrars' costs. However, over 76 percent of Shareholders, by number, have holdings with a value (at the
closing bid price on 16 December 2008, the latest practicable date prior to the posting of the Circular, of 0.80p per share) of �200 or
less. Accordingly, it is proposed to carry out the Share Capital Reorganisation which will have the effect of reducing the number of
shareholders in the company. The Share Capital Reorganisation will also have the effect of reducing the number of shares in issue whilst
not changing the nominal price of the shares.
It is proposed that:
(a) every 25,000 Existing Ordinary Shares, whether issued or unissued, will be consolidated into one new ordinary share of �250.00 each
in the capital of the Company;
(b) each of the issued ordinary shares of �250.00 each resulting from the consolidation will be subdivided and redesignated into one new
ordinary subdivided share of �5.00 each and one Deferred Share of �245; and
(c) each new ordinary subdivided share of �5.00 each will be subdivided into 500 New Ordinary Shares of 1p each in the capital of the
Company.
Since the number of Existing Ordinary Shares is not exactly divisible by 25,000, David W MacDonald, Non-Executive Chairman, has agreed
to subscribe 21,667 Ordinary Shares, James Brian Ennis, Chief Executive Officer, has agreed to subscribe for 2,251 Ordinary Shares and Terry
J Fossey, Technical Director, has agreed to subscribe for 256 Ordinary Shares (in aggregate the "Subscription Shares") to increase the
number of Existing Ordinary Shares to 253,475,000.
Any fractions arising from the Share Capital Reorganisation will be aggregated, issued and sold for the benefit of those members and the
Company shall distribute the proceeds of sale in due proportion among those Shareholders except that any amount otherwise due to a member,
being less than �5.00 will be retained for the benefit of the Company.
The rights attaching to the New Ordinary Shares, including voting and dividend rights, will be the same as the rights currently
attaching to the Existing Ordinary Shares under the Articles.
The Deferred Shares will have very limited rights and accordingly, the Deferred Shares will, for all practical purposes, be valueless.
It is the Board's intention, at an appropriate time, to make an application to the Companies Court for the Deferred Shares to be cancelled.
Shareholders should be aware that if they hold fewer than 25,000 Existing Ordinary Shares they would not be entitled to receive any New
Ordinary Shares or New Deferred Shares under the Share Capital Reorganisation and as a result would no longer have an interest in the
Company.
Shareholders will, of course, be free at any time on or before 16 January 2009 to purchase or sell such number of Existing Ordinary
Shares as will result in your holding of Existing Ordinary Shares being exactly divisible by 25,000. However, Shareholders must ensure that
all such transfers are lodged with the Registrars by close of business on 16 January 2009 in order that these may be registered by the
Record Date for the Share Capital Reorganisation. It is expected that trading in the New Ordinary Shares will commence on 19 January 2009.
Adoption of New Articles
The Board is also seeking Shareholder approval to adopt the New Articles. This is to update the Company's current Articles primarily to
take account of changes in English company law brought about by certain provisions of the 2006 Act now the legislation has begun to be
implemented. The New Articles also reflect the proposed changes to the share capital of the Company pursuant to the Share Capital
Reorganisation. The principal changes introduced in the New Articles to take account of changes introduced pursuant to certain provisions
of the 2006 Act are set out below. Other changes, which are of a minor, technical or clarifying nature and also some more minor changes
which merely reflect changes made by that Act have not been noted.
A general meeting has been convened at the Company's registered office, Sandymount, Station Road, Woburn Sands, Bucks MK17 8RR at
10.00am on 16 January 2009 for the purposes of considering, and if through fit, passing the Resolutions.
The Directors believe that the Proposals are fair and reasonable and are in the best interests of the Company and its Shareholders as a
whole. The Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they
have undertaken to do in respect of their own beneficial shareholdings, being in aggregate, 52,947,694 Existing Ordinary Shares,
equivalent to 20.89 percent of the Existing Ordinary Shares.
The Circular and the proposed New Articles are available on the Company's web site: www.imsmaxims.com.
For further information, please contact:
IMS Maxims plc Sandymount Tel: 01908 588800
Brian Ennis - CEO Station Road Fax: 01908 588819
Stephen Casey - Finance Director Woburn Sands
MK17 8RR
Dowgate Capital Advisers Limited 46 Worship Street Tel: 020 7492 4777
Liam Murray / Antony Legge London
EC2A 2EA
EXPECTED TIMETABLE OF EVENTS
Latest time and date for receipt of Forms of 10.00 a.m. on 14
Proxy January 2009
Time and date of General Meeting 10.00 a.m. on 16
January 2009
Record Date Close of business 16 January 2009
Admission effective and commencement of 19 January 2009
dealings in New Ordinary Shares
New Ordinary Shares credited to CREST accounts 19 January 2009
Despatch of definitive share certificates for 30 January 2009
New Ordinary Shares in certificated form by no
later then
Despatch of cheques or credit of CREST 30 January 2009
members* accounts in respect of fractional
sale proceeds by no later than
ISIN for New Ordinary Shares GB00B3KKWM62
AIM symbol IMX
Company*s web site www.imsmaxims.com
SHARE CAPITAL REORGANISATION STATISTICS
Number of Existing Ordinary Shares 253,450,826
Number of Subscription Shares 24,174
Number of New Ordinary Shares in issue on Admission 5,069,500
Number of New Options on Admission 347,140
Number of New Warrants on Admission 800,000
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:
*2006 Act* the Companies Act 2006
*Act* the Companies Act 1985 (as amended) and the Companies Act 2006 (as
amended)
*Admission* the admission of the New Issued Ordinary Share Capital to trading on
AIM becoming effective in accordance with the AIM Rules
*AIM* the AIM Market of the London Stock Exchange
*AIM Rules* the rules published by the London Stock Exchange relating to AIM, as
amended from time to time
*Articles* the current articles of association of the Company
*Capita Registrars* a trading name for Capita Registrars Limited
*Company* or *IMS* IMS Maxims plc
*CREST* the system for paperless settlement of trades and the holding of
uncertificated shares administered through Euroclear UK & Ireland
Limited
*Deferred Shares* the new deferred shares of �245.00 each in the capital of the Company
to be created pursuant to the Capital Reorganisation
*Existing Ordinary Shares* the ordinary shares of 1p each in the capital of the Company at the
date of this document
*Form of Proxy* the form of proxy for use by Shareholders in connection with the GM
*GM* or *General Meeting* the general meeting of the Company to be held at the registered
offices of the Company at 10 a.m. on 16 January 2009 to consider and,
if thought fit, approve the Resolutions
*ISIN* International Securities Identification Number
*Issued Share Capital* the 253,450,826 Existing Ordinary Shares in issue as at the date of
this document
*Loan Notes* �1,000,000 7% secured loan notes 2007 dated 31 March 2006
*London Stock Exchange* London Stock Exchange plc
*New Articles* the new articles of association to be approved by Shareholders at the
GM
*New Issued Ordinary Share 5,069,500 New Ordinary Shares in issue following completion of the
Capital* Share Capital
*New Ordinary Shares* the ordinary shares of 1p each in the of the Company resulting from
the Capital Reorganisation
*New Options* the options, under the IMS Maxims plc Employee Share Option Scheme,
granted over 347,140 New Ordinary Shares following the Share Capital
Reorganisation
*New Warrants* the warrants, attached to the Loan Notes, over 800,000 New Ordinary
Shares following the Share Capital Reorganisation
*Notice of General Meeting* the notice convening the General Meeting
*Record Date* the close of business on 16 January 2009
*Registrars* Capita Registrars, 34 Beckenham Road, Beckenham, Kent BR3 4TU, the
Company*s registrars
*Resolutions* the resolutions set out in the Notice of the General Meeting
*Share Capital Reorganisation* the proposed consolidation and sub-division of each Existing Ordinary
Share into one New Ordinary Share and one Deferred Share
*Shareholders* holders of Existing Ordinary Shares
*Subscription Shares* the 24,174 Existing Ordinary Shares to be issued prior to the Share
Capital Reorganisation
*�* and *p* British sterling pounds and pence respectively
This information is provided by RNS
The company news service from the London Stock Exchange
END
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