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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Otium Ventures | LSE:OTV | London | Ordinary Share | GB00B29KF658 | ORD 0.1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 1.25 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMOTV
RNS Number : 4741U
Otium Ventures PLC
15 October 2010
15 October 2010
OTIUM VENTURES PLC
("Otium"or the "COmpany")
Approval of Waiver of obligations under Rule 9 of the Takeover Code
Share Capital subdivision
NOTICE OF ANNUAL GENERAL MEETING
and
Notice of General Meeting
Introduction
On 12 October 2010, the Company announced that it was in advanced negotiations
with a potential new investor in respect of an injection of up to GBP225,000 of
new capital. The new funding is required in order to enable the Company to
discharge its liabilities under the CVA, which was approved by creditors and
Shareholders in May of this year, and to provide working capital for the
foreseeable future.
It is proposed that the new capital will be injected by way of a convertible
loan note which, if converted in full, would result in the Lender being
interested in more than 50 per cent. of the Company's voting share capital. As
such, the capital injection is conditional on the approval of Shareholders of a
waiver of Rule 9 of the Takeover Code.
Since the proposed conversion price of the Lender Loan Notes is less than the
current nominal value of the Company's share capital, it is also necessary for
Shareholders to approve a subdivision of the Company's share capital in order to
reduce the nominal value to 0.01p per share.
A circular is being sent to shareholders today to convene a general meeting at
10.00am on 1 November at the offices of Daniel Stewart, 36 Old Jewry, London
EC2R 8DD for the purposes of considering and if through fit, passing the
Resolutions. The circular also contains the notice of the annual general
meeting to be held at 10.00am on 8 November.
Shareholders should be aware that the ability of the Company to retain its
admission to AIM is dependent on the Resolutions being passed and further, if
any of the Resolutions are not passed then the proposed injection of capital
will not proceed and the Company may need to consider commencing liquidation
proceedings.
Background to the Rule 9 Waiver
On 26 April 2010, the Company announced that it had posted a circular to
Shareholders convening a general meeting for the purpose of considering and, if
thought fit, approving the terms of the CVA. This was duly approved by
Shareholders at the general meeting on 13 May 2010.
Under the terms of the CVA, the Company's ordinary unsecured creditors agreed to
accept a settlement of two pence in the pound. The Directors estimate that the
total amount required to discharge the CVA is approximately GBP55,000.
The Directors have pursued a number of different funding opportunities in recent
months but without success. The resignation of the Company's previous nominated
adviser on 24 August 2010 placed an additional constraint on the Company by
imposing a deadline for any deal to be concluded and for the Company to appoint
a new nominated adviser and thus avoid a cancellation of the trading on AIM of
the Company's issued share capital.
The Company has agreed with John McKeon (the "Lender") to inject GBP225,000 in
order to enable the Company to discharge the CVA and to provide sufficient
working capital to finance the Company for the foreseeable future.
John has spent over fifteen years in stock broking, corporate finance, property
and project finance. He has been a lead manager of private equity and
institutional dealing teams successfully raising funds for several Official
List, AIM and internationally listed companies. In addition to co-founding
Circle Oil plc in 2003 and acting as an executive director until 2008, he has
experience in international mergers and acquisitions, debt re-structuring and
corporate advisory services. John also acted as a principal in the management
buy-out of US$600 million worth of European infrastructure assets, formerly part
of Metro Media Fibre Networks Inc; and in the subsequent reverse take-over by a
listed Singaporean group. John currently works as a consultant for AIM listed
The Niche group Plc.
Under the proposed terms of the Lender Loan Notes, the Lender will advance
GBP225,000 to the Company by way of the Lender Loan Notes. The Lender Loan Notes
are redeemable in 12 months from the day of the General Meeting and may be
converted, in whole or in part, at any time during the period, at the discretion
of the Lender, into up to 562,500,000 New Ordinary Shares at a conversion price
of 0.04p.
In addition the Lender will be granted warrants over up to a further 562,500,000
New Ordinary Shares, exercisable at 0.5p per New Ordinary Shares, in whole or in
part, at any time in the five years following the date of the General Meeting.
Pursuant to the Lender Conversion Agreement, The Lender has agreed to convert
GBP85,538.07 of the Lender Loan Notes into 213,845,175 New Ordinary Shares
immediately following the passing of the Resolutions at the General Meeting.
This will result in the Lender being interested in 213,845,175 New Ordinary
Shares, representing 54.63 per cent. of the Company's Enlarged Share Capital.
The conversion in full of the remaining GBP139,461.93 of Lender Loan Notes would
result in the Lender being interested in aggregate in 562,500,000 New Ordinary
Shares, representing approximately 76.01 per cent. of the Company's voting
capital, as so enlarged. The exercise in full of the Lender Warrants would
result in the Lender being interested in 1,125,000,000 New Ordinary Shares in
aggregate, representing 86.37 per cent. of the Company's further enlarged voting
capital, assuming that no other warrants or options were exercised.
The Lender Loan Notes are conditional upon the passing of the Resolutions.
Palmdale
Palmdale currently has an outstanding secured debt from the Company of
approximately GBP840,000. Pursuant to the Palmdale Conversion Agreement,
Palmdale has agreed to convert GBP207,509.72 of the Palmdale Debt into
20,750,972 Ordinary Shares, ranking parri passu with the Company's existing
Ordinary Shares. These Shares have been issued and application has been made
for their admission to trading on AIM which is expected to occur, and dealings
commence, at 8.00am on 20 October. Following the issue of these Shares,
Palmdale will be interested in 20,750,972 Ordinary Shares, representing 29.99
per cent. of the Company's Issued Share Capital.
Pursuant to the Palmdale Redemption Agreement, Palmdale has also agreed,
conditional upon the passing of the Resolutions, for the remaining outstanding
secured debt, which will amount to approximately GBP632,490, to be satisfied by
the issue of the Palmdale Debt Shares and the Palmdale Loan Notes. Following
the issue of the Palmdale Debt Shares, Palmdale will be interested in
117,383,599 New Ordinary Shares in aggregate, representing 29.99 per cent. of
the Enlarged Share Capital.
Palmdale have also indemnified the Company in respect of the final liabilities
due for settlement under the terms of the CVA not exceeding GBP40,000, compared
to the Directors' estimate of the final total being GBP55,000. Since Palmdale
are due approximately GBP20,000 under the CVA, the effect of this indemnity is
to limit the Company's liability by reducing the amount to be repaid to
Palmdale.
Director Warrants
The Company has entered into a Deed of Warrant, conditional on the passing of
the Resolutions, with the Directors, pursuant to which the Directors will
receive warrants to subscribe for 11,742,274 New Ordinary Shares, in aggregate,
at an exercise price of GBP0.0004 exercisable for a period of 5 years following
the date of the agreement. Daniel Stewart, as the Company's independent adviser
consider the terms of the Director Warrants to be fair and reasonable.
Share Capital Subdivision
The conversion price pursuant to the Lender Conversion Agreement is 0.04p. The
Act provides that a company may only lawfully issue new shares for a
subscription price at or above the nominal value of those shares. In order that
the Company may issue shares in respect of the Lender Conversion Agreement and
the Lender Warrants, the Company proposes to subdivide each existing Ordinary
Share into one New Ordinary Share of 0.01p each and one Deferred Share of 0.99p
each.
The New Ordinary Shares will have the same rights as those currently attaching
to the Ordinary Shares under the Company's current articles of association,
including those relating to voting and entitlement to dividends.
The Deferred Shares will not entitle the holder thereof to receive notice of or
attend and vote at any general meeting of the Company or to receive a dividend
or other distribution or to participate in any return on capital on a winding up
other than the nominal amount paid on such shares. Subject to the passing of
the Resolutions, the Company will have the right to purchase the Deferred Shares
from all Shareholders for a consideration of GBP1 in aggregate. As such the
Deferred Shares effectively have no value. Share certificates will not be
issued in respect of the Deferred Shares.
Subject to the Share Capital Subdivision being approved by Shareholders, share
certificates for the Ordinary Shares will cease to be valid and new share
certificates will be issued on 9 November 2010. In the case of Shareholders
whose shares are held through the CREST system, the New Ordinary Shares will be
credited to CREST accounts on 2 November 2010. Pending receipt of new
certificates, Shareholders will still be able to trade in New Ordinary Shares
and transfers of New Ordinary Shares held in certificated form will be certified
against the register of members of the Company.
Irrevocable Voting Commitments
The Company has received irrevocable voting commitments from Palmdale and
Dexapoint in favour of all of the resolutions. These voting commitments are in
respect of 28,839,305 Ordinary Shares, representing 41.68 per cent. of the
Company's Issued Share Capital.
Shareholders should be aware that the Proposals are conditional upon the passing
of all the Resolutions. If any of the Resolutions is not passed then the
proposed injection of capital will not proceed and the Company may need to
consider commencing liquidation proceedings. In addition, the continuing
appointment of the Company's nominated adviser, without which the Company's
admission to AIM may be at risk, is also dependent on the Proposals being
implemented.
Trading on AIM in the Company's shares will remain suspended until after the
General Meeting.
For further information please contact:
Otium Ventures Plc
Paul Seakens Director Tel:
+44 (0) 20 3005 9924
Alex Lubin - Director
Daniel Stewart & Company Plc
Antony Legge Tel
+44 (0) 20 7776 6550
Oliver Rigby
A copy of the circular is available on the Company's website at
www.otiumventures.com.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
+--------------+----------+
| | 2010 |
+--------------+----------+
| Latest | 6.00 |
| time | p.m. |
| and | on 29 |
| date | October |
| for | |
| receipt | |
| of | |
| completed | |
| Blue Form | |
| of Proxy | |
| for | |
| General | |
| Meeting | |
+--------------+----------+
| Record | close |
| date | of |
| for | business |
| Share | on 1 |
| Capital | November |
| Subdivision | |
+--------------+----------+
| General | 10.00 |
| Meeting | a.m. |
| | on 1 |
| | November |
+--------------+----------+
| Admission | 8.00 |
| and | a.m. |
| commencement | on 2 |
| of dealings | November |
| in New | |
| Ordinary | |
| Shares | |
+--------------+----------+
| New | 8.00 |
| Ordinary | a.m. |
| Shares | on 2 |
| credited | November |
| to CREST | |
| members' | |
| accounts | |
+--------------+----------+
| Latest | 6.00 |
| time | p.m. |
| and | on 5 |
| date | November |
| for | |
| receipt | |
| of | |
| completed | |
| White | |
| Form of | |
| Proxy for | |
| the | |
| Annual | |
| General | |
| Meeting | |
+--------------+----------+
| Annual | 10.00 |
| General | a.m. |
| Meeting | on 8 |
| | November |
+--------------+----------+
| Despatch | 9 |
| of | November |
| definitive | |
| share | |
| certificates | |
| for New | |
| Ordinary | |
| Shares in | |
| certificated | |
| form by not | |
| later than | |
+--------------+----------+
If any details contained in the timetable above should change, the revised times
and dates will be notified by means of an announcement through a Regulatory
Information Service.
SHARE CAPITAL SUBDIVISION STATISTICS
+---------------------------------------------------+--------------+
| Number of Ordinary Shares in issue at the date of | 69,192,972 |
| this document | |
+---------------------------------------------------+--------------+
| Number of Ordinary Shares in issue at the Record | 69,192,972 |
| Date | |
+---------------------------------------------------+--------------+
| Number of New Ordinary Shares immediately post | 69,192,972 |
| the Share Capital Subdivision and prior to the | |
| issue of the Second Conversion Shares | |
+---------------------------------------------------+--------------+
| Number of Second Conversion Shares to be issued | 322,216,163 |
+---------------------------------------------------+--------------+
| Enlarged Share Capital | 391,409,135 |
+---------------------------------------------------+--------------+
DEFINITIONS
The following definitions apply throughout this document, unless the context
otherwise requires:
+----------------+---------------+
| "Act" | the |
| | Companies |
| | Act 2006 |
+----------------+---------------+
| | |
+----------------+---------------+
| "Admission" | the |
| | admission |
| | of the |
| | Enlarged |
| | Share |
| | Capital |
| | to |
| | trading |
| | on AIM |
| | becoming |
| | effective |
| | in |
| | accordance |
| | with the |
| | AIM Rules |
+----------------+---------------+
| | |
+----------------+---------------+
| "AIM" | the |
| | market |
| | of |
| | that |
| | name, |
| | operated |
| | by the |
| | London |
| | Stock |
| | Exchange |
+----------------+---------------+
| | |
+----------------+---------------+
| "AIM | the |
| Rules" | AIM |
| | Rules |
| | for |
| | Companies |
| | published |
| | by the |
| | London |
| | Stock |
| | Exchange |
+----------------+---------------+
| | |
+----------------+---------------+
| "Annual | The |
| General | annual |
| Meeting" | general |
| or "AGM" | meeting |
| | of the |
| | Company |
| | for the |
| | year to |
| | 31 |
| | December |
| | 2009 to |
| | be held |
| | at the |
| | offices |
| | of |
| | Daniel |
| | Stewart |
| | at |
| | 10:00am |
| | on 8 |
| | November |
| | 2010 |
+----------------+---------------+
| | |
+----------------+---------------+
| "Board" | the |
| or | directors |
| "Director(s)" | of the |
| | Company, |
| | being |
| | Alex |
| | Lubin and |
| | Paul |
| | Seakens |
+----------------+---------------+
| | |
+----------------+---------------+
| "Company" | Otium |
| or | Ventures |
| "Otium" | Plc |
+----------------+---------------+
| | |
+----------------+---------------+
| "Conversion | means |
| Shares" | the |
| | Palmdale |
| | Debt |
| | Shares, |
| | the |
| | Directors |
| | Shares |
| | and the |
| | Lender |
| | Shares |
+----------------+---------------+
| | |
+----------------+---------------+
| "CVA" | the |
| | company |
| | voluntary |
| | arrangement |
| | agreed by |
| | the |
| | Company, |
| | details of |
| | which were |
| | circulated |
| | to |
| | Shareholders |
| | in a |
| | circular |
| | dated 26 |
| | April 2010 |
+----------------+---------------+
| | |
+----------------+---------------+
| "Daniel | Daniel |
| Stewart" | Stewart |
| | Securities |
| | Plc, the |
| | Company's |
| | nominated |
| | adviser |
+----------------+---------------+
| | |
+----------------+---------------+
| "Deferred | the |
| Shares" | deferred |
| | shares |
| | to be |
| | created |
| | by the |
| | Resolutions |
| | with the |
| | rights as |
| | set out |
| | therein |
+----------------+---------------+
| | |
+----------------+---------------+
| "Dexapoint" | Dexapoint |
| | United |
| | Corporation |
+----------------+---------------+
| | |
+----------------+---------------+
| "Directors | the |
| Shares" | 11,738,361 |
| | New |
| | Ordinary |
| | Shares to |
| | be granted |
| | to the |
| | Directors |
| | in |
| | settlement |
| | of the |
| | GBP88,025 |
| | of accrued |
| | fees to |
| | date |
+----------------+---------------+
| | |
+----------------+---------------+
| "Director | the |
| Warrants" | warrants |
| | to be |
| | issued |
| | to the |
| | Directors |
+----------------+---------------+
| | |
+----------------+---------------+
| "DS | the |
| Warrants" | warrants |
| | to be |
| | issued |
| | to |
| | Daniel |
| | Stewart |
+----------------+---------------+
| | |
+----------------+---------------+
| "Enlarged | the |
| Share | 391,409,135 |
| Capital" | New |
| | Ordinary |
| | Shares in |
| | issue |
| | immediately |
| | following |
| | Admission, |
| | comprising |
| | the |
| | 69,192,972 |
| | New |
| | Ordinary |
| | Shares to |
| | be issued |
| | under the |
| | Share |
| | Capital |
| | Subdivision |
| | and the |
| | Second |
| | Conversion |
| | Shares. |
+----------------+---------------+
| | |
+----------------+---------------+
| "Form | the |
| of | form |
| Proxy" | of |
| | proxy |
| | for |
| | use in |
| | connection |
| | with the |
| | General |
| | Meeting |
+----------------+---------------+
| | |
+----------------+---------------+
| "FSA" | Financial |
| | Services |
| | Authority |
+----------------+---------------+
| | |
+----------------+---------------+
| "Fully | the |
| Diluted | issued |
| Share | share |
| Capital" | capital |
| | comprising |
| | the |
| | Enlarged |
| | Share |
| | Capital |
| | and the |
| | New |
| | Ordinary |
| | Shares to |
| | be issued |
| | on the |
| | conversion |
| | in full |
| | the Lender |
| | Loan |
| | Notes, and |
| | the |
| | exercise |
| | in full of |
| | the |
| | Warrants |
| | and |
| | Options |
+----------------+---------------+
| | |
+----------------+---------------+
| "General | the |
| Meeting" | general |
| | meeting |
| | of the |
| | Company, |
| | to be |
| | held at |
| | the |
| | offices |
| | of |
| | Daniel |
| | Stewart |
| | at 10.00 |
| | a.m. on |
| | 1 |
| | November |
| | 2010 to |
| | approve |
| | the |
| | Resolutions |
+----------------+---------------+
| | |
+----------------+---------------+
| "Group" | the |
| | Company |
| | and its |
| | subsidiaries |
| | at the date |
| | of this |
| | document |
+----------------+---------------+
| | |
+----------------+---------------+
| "Issued | the |
| Share | 69,192,972 |
| Capital" | Ordinary |
| | Shares in |
| | issue as |
| | at today's |
| | date |
+----------------+---------------+
| | |
+----------------+---------------+
| "Lender" | John |
| | McKeon |
+----------------+---------------+
| | |
+----------------+---------------+
| "Lender | the |
| Conversion | agreement |
| Agreement" | dated 14 |
| | October |
| | between |
| | the |
| | Company |
| | and the |
| | Lender by |
| | which the |
| | Lender |
| | agrees to |
| | convert |
| | GBP85,538.07 |
| | of the |
| | Lender Loan |
| | Notes into |
| | the Lender |
| | Shares |
+----------------+---------------+
| | |
+----------------+---------------+
| "Lender | the |
| Loan | GBP225,000 |
| Notes" | of |
| | convertible |
| | loan notes |
+----------------+---------------+
| | |
+----------------+---------------+
| "Lender | the |
| Shares" | 213,845,175 |
| | New |
| | Ordinary |
| | Shares to |
| | be issued |
| | to the |
| | Lender in |
| | respect of |
| | the Lender |
| | Conversion |
| | Agreement |
+----------------+---------------+
| | |
+----------------+---------------+
| "Lender | the |
| Warrants" | warrants |
| | to be |
| | issued |
| | to the |
| | Lender |
+----------------+---------------+
| | |
+----------------+---------------+
| "New | the |
| Ordinary | ordinary |
| Shares" | shares |
| | of 0.01 |
| | pence |
| | each in |
| | the |
| | share |
| | capital |
| | of the |
| | Company |
| | to be |
| | created |
| | as part |
| | of the |
| | Share |
| | Capital |
| | Subdivision |
+----------------+---------------+
| | |
+----------------+---------------+
| "Notice | the |
| of AGM" | notice |
| | convening |
| | the AGM |
+----------------+---------------+
| | |
+----------------+---------------+
| "Notice | the |
| of | notice |
| General | convening |
| Meeting" | the |
| | General |
| | Meeting |
| | to be |
| | held for |
| | the |
| | purpose |
| | of |
| | considering |
| | and, if |
| | thought |
| | fit, |
| | passing the |
| | Resolutions |
+----------------+---------------+
| | |
+----------------+---------------+
| "Ordinary | the |
| Shares" | ordinary |
| | shares |
| | of 1 |
| | pence |
| | each in |
| | the |
| | share |
| | capital |
| | of the |
| | Company |
| | in issue |
| | at |
| | today's |
| | date |
+----------------+---------------+
| | |
+----------------+---------------+
| "Palmdale" | Palmdale |
| | Investments |
| | SA |
+----------------+---------------+
| | |
+----------------+---------------+
| "Palmdale | the |
| Conversion | agreement |
| Agreement" | between |
| | the |
| | Company |
| | and |
| | Palmdale |
| | for the |
| | issue of |
| | 20,750,972 |
| | Ordinary |
| | Shares as |
| | settlement |
| | of |
| | GBP207,509.72 |
| | of the |
| | Palmdale Debt |
+----------------+---------------+
| | |
+----------------+---------------+
| "Palmdale | approximately |
| Debt" | GBP840,000 in |
| | aggregate |
| | advanced by |
| | Palmdale, |
| | including any |
| | accrued |
| | interest |
| | thereon, |
| | under an |
| | agreement |
| | with the |
| | Company dated |
| | 20 September |
| | 2010 |
+----------------+---------------+
| | |
+----------------+---------------+
| "Palmdale | means |
| Debt | the |
| Shares" | 96,632,627 |
| | New |
| | Ordinary |
| | Shares to |
| | be issued |
| | pursuant |
| | to the |
| | Palmdale |
| | Redemption |
| | Agreement |
+----------------+---------------+
| | |
+----------------+---------------+
| "Palmdale | the |
| Indemnity" | agreement |
| | dated 14 |
| | October |
| | by which |
| | Palmdale |
| | has |
| | agreed to |
| | indemnify |
| | the |
| | Company |
| | in |
| | respect |
| | of any |
| | liabilities |
| | due under |
| | the CVA in |
| | excess of |
| | GBP40,000, |
| | further |
| | details of |
| | which are |
| | set out in |
| | paragraph |
| | 6.6 of Part |
| | III of this |
| | document |
+----------------+---------------+
| | |
+----------------+---------------+
| "Palmdale | the |
| Loan | GBP200,000 |
| Notes" | of loan |
| | notes |
| | advanced |
| | by |
| | Palmdale |
| | pursuant |
| | to the |
| | terms of |
| | the |
| | Palmdale |
| | Redemption |
| | Agreement, |
| | more |
| | information |
| | of which is |
| | set out in |
| | paragraph |
| | 6.7 of Part |
| | III of this |
| | document |
+----------------+---------------+
| | |
+----------------+---------------+
| "Palmdale | the |
| Redemption | agreement |
| Agreement" | for the |
| | settlement |
| | of the |
| | outstanding |
| | Palmdale |
| | Debt, |
| | following |
| | the issue |
| | of the |
| | Shares |
| | under the |
| | Palmdale |
| | Conversion |
| | Agreement, |
| | by the |
| | issue of |
| | the |
| | Palmdale |
| | Debt Shares |
| | and the |
| | Palmdale |
| | Loan Notes, |
| | further |
| | details on |
| | which are |
| | set out in |
| | paragraph |
| | 6.8 of Part |
| | III of this |
| | document |
+----------------+---------------+
| | |
+----------------+---------------+
| "Panel" | the |
| | Panel |
| | on |
| | Takeovers |
| | and |
| | Mergers |
+----------------+---------------+
| | |
+----------------+---------------+
| "Proposals" | means |
| | the |
| | Share |
| | Capital |
| | Subdivision, |
| | Rule 9 |
| | Waiver and |
| | the Share |
| | Authorities |
+----------------+---------------+
| | |
+----------------+---------------+
| "Registrar" | SLC |
| | Registrars |
| | Limited, |
| | the |
| | Company's |
| | Registrar |
+----------------+---------------+
| | |
+----------------+---------------+
| "Regulatory | any |
| Information | service |
| Service" | by |
| | which |
| | companies |
| | can |
| | disseminate |
| | information |
| | to AIM in |
| | accordance |
| | with the |
| | AIM Rules |
+----------------+---------------+
| | |
+----------------+---------------+
| "Resolutions" | the |
| | resolutions |
| | set out in |
| | the Notice |
| | of General |
| | Meeting |
+----------------+---------------+
| | |
+----------------+---------------+
| "Rule | the |
| 9 | waiver |
| Waiver" | by the |
| | Panel |
| | of the |
| | obligations |
| | of Rule 9 |
| | of the |
| | Takeover |
| | Code that |
| | would |
| | otherwise |
| | be incurred |
| | by the |
| | Concert |
| | Party as |
| | set out in |
| | the |
| | circular to |
| | Shareholders |
| | dated 14 |
| | October 2010 |
+----------------+---------------+
| | |
+----------------+---------------+
| "Share | the |
| Authorities" | authorities |
| | of the |
| | Directors |
| | to issue |
| | and allot |
| | shares |
| | pursuant to |
| | the |
| | Resolutions |
+----------------+---------------+
| | |
+----------------+---------------+
| "Share | the |
| Capital | subdivision |
| Subdivision" | of the |
| | ordinary |
| | share |
| | capital, as |
| | set out in |
| | the |
| | Resolution |
| | 2 of the |
| | Notice of |
| | General |
| | Meeting |
+----------------+---------------+
| | |
+----------------+---------------+
| "Shareholders" | a |
| | holder(s) |
| | of |
| | Ordinary |
| | Shares |
+----------------+---------------+
| | |
+----------------+---------------+
| "Takeover | the |
| Code" | City |
| | Code |
| | on |
| | Takeovers |
| | and |
| | Mergers |
+----------------+---------------+
| | |
+----------------+---------------+
| "Share | the |
| Options" | share |
| | options |
| | granted |
| | by the |
| | Company |
+----------------+---------------+
| | |
+----------------+---------------+
| "Warrants" | the |
| | warrants |
| | granted |
| | by the |
| | Company |
+----------------+---------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBGBDGIDBBGGU
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