SerVision plc Notice of General Meeting (1855E)

TIDMSEV

RNS Number : 1855E

SerVision plc

02 November 2015

2 November 2015

SerVision plc

("SerVision" or the "Company")

Notice of General Meeting

SerVision plc (AIM: SEV), the AIM quoted developer and manufacturer of digital security systems, announces that, further to the announcement released by the Company on 25 September 2015, the Company will today post to shareholders a notice convening a general meeting of the Company (the "General Meeting") which is to be held at 3:00 p.m. on 26 November 2015 at the offices of Adams & Remers LLP, Dukes Court, 32 Duke Street, St James's, London, SW1Y 6DF.

The notice of General Meeting and a form of proxy will be available shortly to download from the Company's website at www.servision.net.

Edited extracts from the notice of General Meeting are included below. The same definitions apply throughout this announcement as are applied in the circular.

For further information please contact:

 
SerVision plc                        [phone] 
Gidon Tahan, Chairman and CEO 
Allenby Capital Limited (Nominated   [phone] 
 Adviser and Joint Broker)                     5656 
Nick Athanas / James Reeve 
 
 
Beaufort Securities Limited (Joint 
 Broker) 
                                     [phone] 
Jon Levinson / Elliot Hance                    8300 
 
 
Cadogan Leander (Financial PR) 
                                 [phone] 
Christian Taylor-Wilkinson                   157 
 

Notes to Editors

SerVision is a pioneer in the field of security communications technology and a leading developer and manufacturer of fully integrated video recording and transmission systems for homeland security and transportation applications. The Company's core technology is proprietary video compression which is optimised for streaming real-time video over any type of cellular or narrowband network.

   1.   Placing and Subscription 

The Board of SerVision announced on 25 September 2015 a capital raising of GBP797,684 (before expenses) to be used by the Company to satisfy the Company's existing order book and for general working capital purposes. This is being effected by means of a placing of 22,790,972 new ordinary shares of 1 pence each ("Ordinary Shares") in the Company (the "Placing Shares") at a price of 3.5 pence ("Placing Price") per Placing Share (the "Placing").

A total of GBP617,584, representing the issue of 17,645,258 of the Placing Shares to new and existing investors (the "Firm Placing Shares"), was raised pursuant to the Company's existing share authorities. The Firm Placing Shares were admitted to trading on the AIM market of the London Stock Exchange on 1 October 2015.

The balance of GBP180,100, representing the issue of 5,145,714 of the Placing Shares (the "Conditional Placing Shares"), is conditional upon shareholder approval through the passing of certain resolutions (the "Resolutions") to be proposed at a general meeting of the Company to be held at the offices of Adams & Remers LLP, Dukes Court, 32 Duke Street, St James's, London, SW1Y 6DF on 26 November 2015 at 3.00 pm (the "General Meeting") and Admission.

Subsequent to the announcement of the Placing the Company has raised an additional sum of GBP451,435 by way of a subscription ("Subscription") for Ordinary Shares from certain existing shareholders of the Company at the Placing Price which will be satisfied by the issue of an additional 12,898,142 new Ordinary Shares ("Subscription Shares"). The issue of the Subscription Shares is also conditional upon shareholder approval at the General Meeting.

Subject to the passing of the Resolutions, it is expected that Admission will become effective and that dealings in the Conditional Placing Shares and the Subscription Shares will commence on 27 November 2015.

The Conditional Placing Shares and the Subscription Shares will be equivalent to approximately 14.2 per cent. of the enlarged issued share capital of SerVision following Admission and the Placing Price represented a 24.3 per cent. discount to the Company's closing mid-market price of 4.625 pence on 24 September 2015, being the last practicable date prior to the announcement of the Placing on 25 September 2015, and a 27.2 per cent. premium to the Company's closing mid-market price of 2.75 pence on 29 October 2015, being the last practicable date prior to the dispatch of this Circular on 2 November 2015.

The issue of the Conditional Placing Shares and the Subscription Shares are conditional upon the passing of the Resolutions by shareholders at the General Meeting to authorise the allotment of the Conditional Placing Shares and the Subscription Shares and to approve the disapplication of pre-emption rights to enable the Board of SerVision to allot the Conditional Placing Shares and the Subscription Shares. The Board has convened the General Meeting at which shareholders in SerVision will be asked to consider and, if thought fit, pass the Resolutions.

Application will be made shortly to the London Stock Exchange for the Conditional Placing Shares and the Subscription Shares to be admitted to trading on AIM. It is expected that, following the passing of the Resolutions at the General Meeting, dealings in the Conditional Placing Shares and the Subscription Shares will commence on or around 27 November 2015. Subject to the passing of the Resolutions and Admission becoming effective on or around 27 November 2015, the Conditional Placing Shares and the Subscription Shares will rank pari passu with the existing issued ordinary share capital of SerVision.

The purpose of the circular is to provide you with information about the Placing and the Subscription to explain why the Directors consider the passing of the Resolutions to enable the issue of the Conditional Placing Shares and the Subscription Shares to occur to be in the best interests of the Company and the shareholders of the Company and why the Board of SerVision unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, notice of which is set out at the end of the circular.

   2.   Background to the Placing and the Subscription and use of proceeds 

The Board of SerVision believed that there was an opportunity to raise funds from a small number of investors and therefore decided to effect the fundraising by way of the Placing and the Subscription following a limited and targeted marketing exercise, rather than by offering all shareholders in the Company the opportunity to acquire further shares. The Board of SerVision believed that the additional cost and delay which would have been incurred in connection with any such offer would not have been in the best interests of the Company. The net proceeds of the Placing and the Subscription are being put towards the general working capital requirements of the Company and to satisfy the Company's existing order book.

   3.   General Meeting and action to be taken 

Set out at the end of the circular is a notice of General Meeting which is to be held at 3.00 pm on 26 November 2015 at the offices of Adams & Remers LLP, Dukes Court, 32 Duke Street, St James's, London, SW1Y 6DF at which the Resolutions will be put to shareholders.

Shareholders will find enclosed with the circular a form of proxy for use at the General Meeting. The form of proxy should be completed and returned in accordance with the instructions printed thereon so as to arrive at the Company's Registrars, Capita Asset Services, as soon as possible and not later than 3.00 pm on 24 November 2015. Completion and return of the form of proxy will not prevent shareholders from attending and voting at the General Meeting should they so wish.

Information relating to the Resolutions

Resolution 1

Resolution 1 is an ordinary resolution and authorises the Directors, pursuant to section 551 of the Companies Act 2006, to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to a nominal value of GBP603,111, which represents such an amount to authorise the Company to allot the Conditional Placing Shares and the Subscription Shares and an amount equivalent to one third of the nominal value of the issued share capital as enlarged by the Placing and the Subscription without the need to call a further General Meeting. This authority will terminate on the earlier of 15 months after the date that this resolution is passed and the conclusion of the 2016 Annual General Meeting of the Company.

Resolution 2

Resolution 2, which is conditional upon resolution 1 being passed, disapplies the statutory pre-emption rights contained in section 561 of the Companies Act 2006 in respect of Ordinary Shares up to a nominal value of GBP51,457.14, which represents the Conditional Placing Shares. This authority will terminate on the earlier of 15 months after the date that this resolution is passed and the conclusion of the 2016 Annual General Meeting of the Company.

Resolution 3

Resolution 3, which is conditional upon resolution 1 being passed, disapplies the statutory pre-emption rights contained in section 561 of the Companies Act 2006 in respect of ordinary shares up to a nominal value of GBP128,981.42, which represents the Subscription Shares. This authority will terminate on the earlier of 15 months after the date that this resolution is passed and the conclusion of the 2016 Annual General Meeting of the Company.

Resolution 4

Resolution 4, which is conditional upon resolution 1 being passed, disapplies the statutory pre-emption rights in section 561 of the Companies Act 2006 in respect of equity securities up to a nominal value of GBP253,603, which represent 20 per cent. of the issued share capital of the Company, as enlarged by the Conditional Placing Shares and the Subscription Shares, without the need to call a further General Meeting. This authority will terminate on the earlier of 15 months after the date that this resolution is passed and the conclusion of the 2016 Annual General Meeting of the Company.

   4.   Related Party Transaction 

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November 02, 2015 06:00 ET (11:00 GMT)