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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Netb2B2 | LSE:NEB | London | Ordinary Share | GB00B064S128 | ORD 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.375 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:1711J Net b2b2 PLC 04 December 2007 Netb2b2 plc ("Netb2b2" or "the Company") Notice of General Meeting Netb2b2 plc (AIM:NEB) announces that, today, it has posted a notice to Shareholders convening a General Meeting to be held on 21 December 2007 at the offices of Smith & Williamson, 25 Moorgate, London EC2R 6AY at 09:45 a.m., at which two resolutions will be proposed as ordinary resolutions, to be decided on a poll, to approve the waiver of the requirements of Rule 9 of the Takeover Code ("the Rule 9 Waiver") in relation to a placing of ordinary shares of #0.10 each in the Company ("Ordinary Shares") to Keith Young, the Company's Chairman ("the Placing"). The Placing Keith Young has entered into a conditional agreement (the "Subscription Letter") with the Company to subscribe for 5 million Ordinary Shares ("Placing Shares") at a price of #0.10 per share. The gross proceeds of the Placing, which amount to #500,000, will be used to fund the on-going working capital requirements of the Company. The Placing is conditional only on the Rule 9 Waiver, details of which are set out below. Under the terms of the Subscription Letter, assuming the Rule 9 Waiver is approved by the Shareholders (other than Keith Young) at the General Meeting, the Placing Shares will be issued to Mr Young in two tranches. The first tranche of 2.5 million Ordinary Shares ("First Tranche") will be issued to Mr Young immediately following the General Meeting. The balance of the Placing Shares ("Second Tranche") will be issued to him at a future date, being no later than 20 February 2008. Application will be made to the London Stock Exchange plc for the Placing Shares to be admitted to trading on AIM. In the event that the Shareholders (other than Keith Young) approve the Rule 9 Waiver at the General Meeting, it is anticipated that admission of the First Tranche will become effective and that dealings will commence on 24 December 2007. The admission of the Second Tranche will become effective following the issue of such Placing Shares to Mr Young and will be notified to Shareholders at that time. The Takeover Code The Placing gives rise to certain considerations under the Takeover Code. Brief details of the Panel, the Takeover Code and the protection they afford to Shareholders are given below. The purpose of the Takeover Code is to supervise and regulate takeovers and other matters to which it applies. The Takeover Code is issued and administered by the Panel. Netb2b2 is a company to which the Code applies and as such its Shareholders are therefore entitled to the protections afforded by the Takeover Code. Under Rule 9 of the Takeover Code, any person who acquires an interest (as defined in the Takeover Code) in shares which, taken together with shares in which he is already interested and in which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares. Similarly, where any person who, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold more than 50 per cent. of such voting rights, a general offer will normally be required if any further interests in shares are acquired by any such person. An offer under Rule 9 must be made in cash and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer. Keith Young holds 1,375,826 Ordinary Shares and has options over a further 204,750 Ordinary Shares. As at the date of the notice of General Meeting, Mr Young's interest in the issued share capital of the Company ("Issued Share Capital") is 22.70 per cent., or 25.22 per cent. assuming only Mr Young exercises his options. Following the issue of the First Tranche, Mr Young will have an interest in 3,875,826 Ordinary Shares representing 45.27 per cent. of the Issued Share Capital, or 46.55 per cent. assuming only Mr Young exercises his options. As Mr Young will be interested in Ordinary Shares which in aggregate carry not less than 30 per cent. of the voting rights of the Company but does not hold more than 50 per cent. of such voting rights prior to the issue of the Second Tranche, a general offer will normally be required if he acquires any further interests in Ordinary Shares, other than the Second Tranche. Following the issue of the Placing Shares (ie both the First Tranche and Second Tranche), Mr Young will have an interest in 6,375,826 Ordinary Shares representing 57.64 per cent. of the Issued Share Capital, or 58.41 per cent. assuming only Mr Young exercises his options. The Panel has agreed to waive the obligation for Mr Young to make a offer under Rule 9 that would otherwise arise on completion of the Placing and any subsequent exercise of the options currently held by Mr Young, subject to the approval of the Shareholders (other than Keith Young) at the General Meeting voting on a poll. Accordingly, Resolutions 1 and 2 are being proposed at the General Meeting and, to be passed, will require the approval of a simple majority of votes cast on the poll by the Shareholders (other than Keith Young). As the potential controller, Mr Young is not independent and is, therefore, disenfranchised from voting. Following completion of the Placing, Mr Young will hold more than 50 per cent. of the Company's voting rights and may accordingly increase his aggregate interest in Ordinary Shares without incurring any obligation under Rule 9 to make a general offer. Information on the Company Audited financial information on the Company for the three years ended 30 June 2006 and the unaudited interim results for the six months to 31 December 2006 are set out in Appendix I of the Circular. Since the release of the interim results in March 2007, the Company has continued to implement structural changes and reduce administrative overheads. The Board has also sought to divest non-core operations where growth possibilities have been less visible in order to focus more strongly on certain fast-growth niches in the digital media and entertainment markets, extracting more value from established relationships with blue chip clients that include ITV, BBC, ITN and Sky and broadening its customer base through more effective sales and marketing. However, the above actions continue to be slow in feeding through into improved financial performance and profitability has continued to be depressed at the Company's cScape subsidiary partially as a result of the problems experienced on the major project alluded to in the interim results. Unfortunately although it is possible that a contract might be obtained in the future through the Group's Netpen division, it is considered prudent to provide in full against the current work in progress. The One Stop Racing website has proved disappointing in revenue terms and full provision has been made against the assets of that operation. On the positive side, encouraging progress has been made in resolving the deficit resulting from a pension fund operated by a liquidated subsidiary of the Group and it is currently expected that some write back will be made of the amount currently provided. The net result of the above has been to put pressure on the Group's cash flow and scope for the selective deferral of creditors mentioned in our interims has significantly reduced. The Independent Directors have therefore become of the view that it is very important that new equity is raised for the Group and have welcomed Keith Young's offer to subscribe for the Placing Shares. Save as disclosed in this paragraph, there have been no known material changes to the financial or trading position of the Company since the last published accounts. Subject to the foregoing matters and any further matters resulting from Company's ongoing structural review, this process is considered an important stepping stone in the implementation of Netb2b2's strategic plans and there are no current intentions that there will be any repercussions on the employment and locations of the Group's places of business, any redeployment of fixed assets or change to the continued employment of the Group's employees and management, directly resulting from this further investment in the Company. Information on Keith Young Keith Young joined the Board in December 1999 and became executive Chairman in 2000. He has extensive experience in the internet, communications and publishing sectors. He is a co-founder and deputy chairman of Group NBT plc, a listed internet domain name and services provider. He was also a founder shareholder in Easynet plc, a leading UK-based internet service provider. Mr Young, who holds a degree in economics from the London School of Economics, also has a broad background of investment in and management of companies in a number of other sectors. Mr Young was also a co-founder and non-executive director of Private Equity Investor plc (formerly Net Investor plc), a listed information technology investment company, together with Timothy Childs through a private company, Chamelle Limited. Both Messrs Young and Childs stepped down from the board of Private Equity Investor plc in October 2004. In addition, Mr Young and Geoffrey Griggs are board members of Global News Net Limited which has a subsidiary company, Firstlight Online Limited which provides search and contextual advertising solutions for online publishers. Action to be taken You will find enclosed with the Notice of General meeting a form of proxy for use at the General Meeting. Whether or not you are intending to be present at the meeting, you are requested to complete this form of proxy, which should be returned to the Company's registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham Kent BR3 4TU as soon as possible and, in any event, so as to be received no later than 48 hours before the time of the General Meeting. Completion and return of this form of proxy will not prevent you from attending or voting at the General Meeting if you so wish. Recommendation The Directors, other than Keith Young ("Independent Directors"), who have been so advised by Smith & Williamson Corporate Finance Limited, consider that the proposed Rule 9 Waiver is in the best interests of the Company and the Shareholders as a whole and unanimously recommend that you vote in favour of the Resolutions 1 and 2 as they intend to do themselves in respect of their own beneficial holdings amounting, in aggregate, to 533,577 Ordinary Shares representing approximately 8.80 per cent. of the Issued Share Capital. In providing advice to the Independent Directors, Smith & Williamson has taken into account the commercial assessments of the Independent Directors. As the potential controller, Keith Young is not independent and therefore, under the Takeover Code, is disenfranchised from voting. 4 December 2007 For further information, please contact: Smith & Williamson Corporate Finance Limited Tel: 020 7131 4000 Azhic Basirov / Siobhan Sergeant This information is provided by RNS The company news service from the London Stock Exchange END NOEQZLFBDLBXFBL
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