Proxama PLC Posting of Circular and Notice of General Meeting (6695W)
13 February 2017 - 6:00PM
UK Regulatory
TIDMPROX
RNS Number : 6695W
Proxama PLC
13 February 2017
13 February, 2017
Proxama PLC
("Proxama" or the "Company")
Posting of Circular and Notice of General Meeting
London, United Kingdom, 13 February 2017: Proxama PLC
(AIM:PROX), the leading mobile proximity marketing expert,
announces that a circular (the "Circular") containing a notice of
general meeting will be sent to Shareholders today. The purpose of
the General Meeting is to seek Shareholder approval to provide the
Directors with authority to allot such number of Ordinary Shares as
may be required in connection with the conversion into Ordinary
Shares of the remaining GBP800,000 of loan notes issued pursuant to
the Instrument ("Loan Notes").
The General Meeting is to be held at Taylor Vinters LLP, Tower
42, 33rd Floor, 25 Old Broad Street, London EC2N 1HQ at 10.30 a.m.,
on 1 March 2017.
The Circular gives more information on the proposed resolutions
and is available on the Company's website at www.proxama.com and is
also available, free of charge, at Proxama's registered office at
27/28 Eastcastle Street, London, W1W8DH during normal business
hours on any week day (public holidays excepted). Unless otherwise
defined in this announcement, all defined terms used in this
announcement shall have the meaning ascribed to them in the
Circular.
Introduction
The Company today announces the calling of a general meeting of
the Company ("General Meeting") in connection with the convertible
loan note instrument executed by Proxama on 12 December 2016 (the
"Instrument").
Background
Under the terms of the Instrument the Company is required at all
times to maintain a minimum authority to allot 300,000,000 Ordinary
Shares (the "Minimum Share Number"). Following the allotment of
Ordinary Shares in connection with the Instrument on 8 February
2017, the Company's authority to allot Ordinary Shares on a non
pre-emptive basis fell below the Minimum Share Number.
Accordingly, the Company is now seeking the approval of the
Shareholders (at the General Meeting) to provide the Directors with
authority to allot such number of Ordinary Shares as may be
required in connection with the conversion into Ordinary Shares of
the remaining GBP800,000 of loan notes issued pursuant to the
Instrument ("Loan Notes"). As this number is dependent upon the
share price from time to time of the Ordinary Shares, the Directors
propose that up to 400,000,000 Ordinary Shares be authorised for
allotment, although the number of Ordinary Shares required to
satisfy the conversion of the Loan Notes would be significantly
less than 400,000,000 if the price per Ordinary Share remains at or
above 0.475 pence (being the closing mid-market price on 10
February 2017, the latest practicable date prior to posting of this
document). This authority to allot Ordinary Shares will be
restricted to just the allotment of Ordinary Shares in connection
with the Loan Notes.
If the Minimum Share Number is not reinstated, or if the Company
is unable to issue Ordinary Shares as and when required in
connection with the Loan Notes then the Company will be in
potential breach of the terms of the Instrument. The potential
outcome of any such breach is that the Company may be obliged to
repay the outstanding balance of the Loan Notes (currently
GBP800,000) at 120% of their face value (GBP960,000).
Recommendation
The Directors believe that the Resolutions to be proposed at the
General Meeting are in the best interests of the Company and
Shareholders as a whole and unanimously recommend that you vote in
favour of the Resolutions. Each of the Directors, plus certain
shareholders, has irrevocably undertaken to vote in favour of the
Resolutions in respect of, in aggregate, 305,581,608 Ordinary
Shares, representing approximately 14.44 per cent. of the Ordinary
Shares in issue as at the date of this letter.
-ENDS-
About Proxama PLC
Proxama PLC (AIM: PROX) is the leading mobile proximity commerce
company. Proxama specialise in mobile proximity services, using
Bluetooth beacon-led technology, to deliver the most accurate and
reliable mobile location and behavioural data for digital
advertisers and agencies.
Proxama's award-winning mobile technology platform, TapPoint(R),
enables brands to connect physical and digital assets via mobile to
increase consumer engagement across transport networks and high
footfall destinations such as shopping malls, stadiums, city
centres and events.
Proxama are one of only two companies in the world and the first
in Europe to be certified by Google as a Location Services
Provider, so that they can offer services and experiences based
around Google's open beacon format, Eddystone.
Enquiries:
Proxama PLC
John Kennedy, Chief
Executive 020 3668 2888
---------------------- --------------
Peel Hunt LLP
(Nominated Adviser
and Broker)
Richard Kauffer
Euan Brown 020 7418 8900
---------------------- --------------
Novella
Tim Robertson
Toby Andrews 020 3151 7008
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This information is provided by RNS
The company news service from the London Stock Exchange
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