TIDMJNY
RNS Number : 6094E
Journey Group PLC
14 May 2013
Journey Group plc (the "Company")
Proposed Share Consolidation
The Company announces today that it proposes to undertake a
Share Consolidation of 1 New Ordinary Share for every 25 Existing
Ordinary Shares, with the fractional entitlements arising from the
Share Consolidation being aggregated and sold in the market and for
the benefit of the Company. Following the Share Consolidation,
Shareholders will still hold the same proportion of the Company's
ordinary share capital as before the Share Consolidation (save in
respect of fractional entitlements and subject to any exercise of
Options and Warrants). Other than a change in nominal value, the
New Ordinary Shares will carry equivalent rights under the Articles
of Association to the Existing Ordinary Shares.
The Share Consolidation is conditional, inter alia, upon the
passing by Shareholders of an ordinary resolution at a General
Meeting which will be held at 11.00 a.m. on 30 May 2013 at the
offices of the Company at The Encompass Centre, International
Avenue, Heston, Middlesex TW5 9NJ.
The circular relating to the Share Consolidation and containing
the notice of the General Meeting (the "Circular") will be posted
to Shareholders today.
The Circular will soon be available to view on the Company's
website www.journeygroup.plc.uk. Copies of the Circular will be
also available from the Company's offices at The Encompass Centre,
International Avenue, Heston, Middlesex TW5 9NJ.
Application will be made to the London Stock Exchange for the
New Ordinary Shares arising out of the Share Consolidation to be
admitted to trading on AIM ("Admission"). On the assumption that,
inter alia, the Resolution in the notice of General Meeting is
passed at the General Meeting, it is expected that Admission will
become effective on 31 May 2013.
As at 8 May 2013, the Company had 319,984,132 Existing Ordinary
Shares in issue. If the number of issued Existing Ordinary Shares
remains unchanged in the period prior to the Share Consolidation,
immediately following Admission, the Company would have 12,799,366
New Ordinary Shares in issue, with each share carrying the right to
one vote. No shares are held in treasury. Therefore, the total
number of voting rights in the Company would be 12,799,366. 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.
For further information please contact:
Stephen Yapp
Carl Fry
Journey Group plc
Tel: +44 (0) 20 8606 2000
info@journeygroup.plc.uk
N+1 Singer (Nominated Adviser & Broker)
Jonny Franklin-Adams
Matt Thomas
Tel: +44 (0) 20 7496 3000
Background to and reasons for the proposed Share
Consolidation
As at 8 May 2013, the Company had 319,984,132 Existing Ordinary
Shares in issue, with an Existing Ordinary Share having a
mid-market price at the close of business on such date (as derived
from the Daily Official List) of 4.25 pence per share. The
Directors believe the Share Consolidation is necessary to improve
the marketability of the Company's ordinary shares by creating a
higher trading price per ordinary share. Further, with shares of a
low market price, small absolute movements in the share price can
represent large percentage movements, resulting in volatility.
The Board is therefore of the view that it would benefit the
Company and its Shareholders to reduce the number of Existing
Ordinary Shares in issue (with a resulting adjustment in the market
price of such shares) by consolidating the Existing Ordinary Shares
on the basis of 1 New Ordinary Share for every 25 Existing Ordinary
Shares.
Details of the proposed share consolidation
Upon implementation of the Share Consolidation, Shareholders on
the register of members of the Company on the Record Date, which is
expected to be 5:00 p.m. on 30 May 2013, will exchange every 25
Existing Ordinary Shares they hold for 1 New Ordinary Share. The
proportion of the issued ordinary share capital of the Company held
by each Shareholder following the Share Consolidation will, save
for fractional entitlements and subject to any exercise of Options
and Warrants, be unchanged. To effect the Share Consolidation it
may be necessary to issue such minimum number of additional
Existing Ordinary Shares (not exceeding 24 in total) so that the
aggregate nominal value of the ordinary share capital of the
Company is exactly divisible by 25.
No Shareholder will be entitled to a fraction of a New Ordinary
Share and where, as a result of the consolidation of Existing
Ordinary Shares described above, any Shareholder would otherwise be
entitled to a fraction of a New Ordinary Share in respect of their
holding of Existing Ordinary Shares at the Record Date (a
"Fractional Shareholder"), such fractions shall be aggregated with
the fractions of New Ordinary Shares to which other Fractional
Shareholders of the Company may be entitled so as to form full New
Ordinary Shares and sold in the market. The costs (including the
associated professional fees and expenses) that would be incurred
in distributing such proceeds to the Fractional Shareholders are
likely to exceed the total net proceeds distributable to such
Fractional Shareholders. In the Board's view, any such costs would
therefore be disproportionate in the circumstances. In addition,
Article 45.1 of the Articles prohibits the Company from
distributing the proceeds of such sales to a Fractional Shareholder
where the individual amount of net proceeds to be distributed to
such Fractional Shareholder would be GBP5 or less; instead, any
such proceeds in respect of any such Fractional Shareholder are
required by the Articles to be retained for the benefit of the
Company. Given that the mid-market price (as derived from the Daily
Official List) of the Existing Ordinary Shares at the close of
business on 8 May 2013 was 4.25 pence per Existing Ordinary Share,
the Board therefore considers it unlikely that any Fractional
Shareholders would become entitled to receive any proceeds arising
from the sale of New Ordinary Shares formed by the aggregation of
fractions of New Ordinary Shares. The Board has consequently
decided that proceeds arising from the sale of New Ordinary Shares
formed by the aggregation of fractions of New Ordinary Shares will
be retained for the benefit of the Company in accordance with the
Resolution.
Other than the change in nominal value, the New Ordinary Shares
arising on implementation of the Share Consolidation will have the
same rights as the Existing Ordinary Shares, including in respect
of voting rights, entitlement to dividends and other rights.
Further (and ignoring the effect of fractional entitlements),
although the Share Consolidation will reduce the number of ordinary
shares in the capital of the Company held by each Shareholder by a
factor of 25, the Share Consolidation should not, by itself, affect
the market value of their shareholding.
If you hold a share certificate in respect of your Existing
Ordinary Shares in the Company, your certificate will no longer be
valid from the time that the proposed Share Consolidation becomes
effective. If you hold more than 25 Existing Ordinary Shares on the
Record Date, you will be sent a new share certificate evidencing
the New Ordinary Shares to which you are entitled under the Share
Consolidation. Such certificates are expected to be despatched by
not later than 14 June 2013. Upon receipt of the new certificate,
you should destroy any old certificates. Pending the despatch of
the new certificates, transfers of certificated New Ordinary Shares
will be certified against the Company's share register.
If you hold your Existing Ordinary Shares in uncertificated
form, you should expect to have your CREST account credited with
the New Ordinary Shares to which you are entitled under the Share
Consolidation on 31 May 2013, or as soon as practicable after the
Share Consolidation becomes effective.
Following the Share Consolidation, the Company's new SEDOL code
will be B909HR5 and its new ISIN code will be GB00B909HR51.
Expected timetable of principal events
Announcement of Share Consolidation and
posting of Circular to Shareholders 14 May 2013
Latest time and date for receipt of Forms of Proxy 11.00 a.m. on
28 May 2013
General Meeting 11.00 a.m. on 30 May 2013
Record Date for the Share Consolidation 5.00 p.m. on 30 May
2013
Expected date on which New Ordinary Shares
will be admitted to trading on AIM 8.00 a.m. on 31 May 2013
Expected date on which CREST accounts will
be credited with New Ordinary Shares 31 May 2013
Expected date by which definitive new share
certificates are to be despatched 14 June 2013
Notes:
(1) References to times in this Announcement are to London time (unless otherwise stated).
(2) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement to a
RIS.
(3) The dates and timing of the events in the above timetable
and in the rest of this Announcement is indicative only and may be
subject to change.
(4) Defined terms in this announcement take the same meaning as those set out in the Circular.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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