Strat Aero PLC Notice of AGM (5118Q)

TIDMAERO

RNS Number : 5118Q

Strat Aero PLC

06 June 2018

Strat Aero plc / Index: AIM / TIDM: AERO / Sector: Support Services

6 June 2018

Strat Aero plc ("Strat Aero," the "Company" or the "Group")

Notice of AGM

Strat Aero announces that the Company's Annual General Meeting ("AGM") will be held at the offices of Peterhouse Capital Limited, New Liverpool House, 15 Eldon Street, London, EC2M 7LD on 29 June 2018 at 10.30am.

The Notice of AGM and Forms of Proxy are being dispatched to shareholders today and are also available on the website at www.strat-aero.com.

The Notice of AGM includes an ordinary resolution to consolidate every 20 ordinary shares of 0.01p each in the issued share capital of the Company into one ordinary share of 0.2p each. Further details are set out below.

- ENDS -

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

For further information please visit www.strat-aero.com or contact:

Strat Aero plc

Trevor Brown (Executive Director) [phone]

Nigel Burton (Non-Executive Director) [phone]

SP Angel Corporate Finance LLP [phone]

Stuart Gledhill

Jeff Keating

Caroline Rowe

Peterhouse Corporate Finance [phone]

Lucy Williams

Fungai Ndoro

Notes

Strat Aero plc is focused on the continued development of the Company's 'Survey & Inspection' business, in addition to implementing an enhanced growth strategy via the appraisal of complementary acquisition or investment opportunities, and recently acquired a 37% stake in Gyrometric Systems. This is in line with the Company's stated objective to achieve improved financial performance in the near term.

Consolidation of share capital

   1.              Introduction 

The Directors recognise that having over 5 billion shares in issue might create market stability issues and have, consequently, decided to seek shareholders authority to consolidate every 20 existing ordinary shares of 0.01p ("Existing Ordinary Shares") into one New Ordinary Share with a nominal value of 0.2p each ("the Consolidation"). Resolution 8 described above seeks approval for such Consolidation and further explanation of which is set out below including some examples of the effect of Consolidation and a timetable.

   2.              Consolidation of share capital 

The Company's issued ordinary share capital currently consists of 6,173,527,709 Existing Ordinary Shares of 0.01p each in the capital of the Company ("Existing Ordinary Shares"). It is proposed that every 20 Existing Ordinary Shares be consolidated into one New Ordinary Share of 0.2p ("New Ordinary Share").

To effect the Consolidation, it will be necessary to issue a further 11 ordinary shares of 0.01p, prior to the Consolidation, to increase the number of Existing Ordinary Shares in issue to 6,173,527,720, a number which is exactly divisible by 20.

The table below gives some examples of the effect of the Consolidation on specific shareholdings of Existing Ordinary Shares:

 
 Number of Existing Ordinary     New Ordinary 
                      Shares    Shares issued 
                           9                0 
                          19                0 
                          39                1 
                         999               49 
                       1,000               50 
                       4,999              249 
                       5,000              250 
                      10,000              500 
                      99,999            4,999 
                     100,000            5,000 
 

Following the Consolidation, there will be 308,676,386 New Ordinary Shares in issue. Holders of Existing Ordinary Shares ("Existing Shareholders") should note that while the numbers of shares held by them will change, the proportion of the issued ordinary shareholdings in the Company held by each Existing Shareholder immediately before and after the Consolidation will, except for fractional entitlements, be unchanged.

Any Existing Shareholders holding fewer than 19 Existing Ordinary Shares at 6.00 p.m. on 29 June 2018 (or such later date as the Directors may determine and communicate to Shareholders by an appropriate announcement to a Regulatory Information Service) ("the Record Date") will cease to be a Shareholder of the Company. The value of 19 Existing Ordinary Shares at the closing mid-market price on 5 June 2018 (the last practical date before the posting of this Circular) is 1.2 pence.

Existing Shareholders with a holding of more than 20 Existing Ordinary Shares, but which is not exactly divisible by 20, will have their holding rounded down to the nearest whole number of New Ordinary Shares. Fractional entitlements to a New Ordinary Share will be aggregated and sold in the market, for the best price reasonably obtainable on behalf of those Shareholders entitled to the fractions. As the net proceeds of sale will amount to less than GBP3 for any entitled Shareholder, they will (in accordance with usual market practice) be retained by the Company.

As a result of the Share Consolidation, the Company's new ISIN will be GB00BFX0ZN92.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
                                          2018 
 Dispatch of this Document              6 June 
 Latest time and date for receipt      27 June 
  of Proxy Forms for GM 
 Record Date for Share Consolidation   29 June 
  and final day of trading for 
  the Existing Ordinary Shares 
 Admission of New Ordinary Shares       2 July 
  to AIM 
 New share certificates issued          9 July 
  and dispatched 
 
 

SHARE CONSOLIDATION STATISTICS

 
 Number of Existing Ordinary Shares 
  in issue                                     6,173,527,709 
 Additional Existing Ordinary 
  Shares to be issued                                     11 
 Consolidation ratio                          1 New Ordinary 
                                             Share for every 
                                        20 Existing Ordinary 
                                                      Shares 
 Number of New Ordinary Shares 
  following the Consolidation                    308,676,386 
 ISIN number for the New Ordinary               GB00BFX0ZN92 
  Shares 
 

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END

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June 06, 2018 07:00 ET (11:00 GMT)