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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Ims Maxims | LSE:IMX | London | Ordinary Share | GB00B3KKWM62 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.75 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:0347S IMS Maxims PLC 13 November 2003 Preference Shares to Redeem BES liability IMS Maxims plc ("the Company") has posted a circular to shareholders convening an extraordinary general meeting ("EGM") to consider passing resolutions to resolve certain BES funding arrangements in a subsidiary by the issue of new Convertible Cumulative Redeemable Preference Shares. It is not proposed to list the new shares on AIM or any other market. Commenting on the proposal, CEO Brian Ennis said; "As indicated in our Annual Report and Accounts we have concluded an agreement to convert this liability into an equity instrument. This act will strengthen our balance sheet and capability to execute our business strategy. I am confident that the resolutions will be passed at the EGM." Background Irish Medical Systems (Computers) Limited ("IMSCL"), an Irish based subsidiary of the Company, has received two tranches of BES funding through the Second and Third Expanding Companies Funds ("the Funds") under agreements managed by CF Investment Managers Limited ("CF"). By virtue of the Investment Agreements a total of IR#1 million was subscribed by the Funds and Anglo Irish Bank (Nominees) Limited ("Anglo") and Ulster Bank Dublin Trust Company ("Ulster") were allotted, as nominee for the investors, a total of one million "A" Ordinary Shares of Euro1.269738 each (formerly one million "A" Ordinary Shares of IR#1 each) in IMSCL ("the IMSCL Shares"). The Investment Agreements and certain related put and call option deeds ("the Deeds") provide that if the IMSCL Shares are not purchased at market value by 5 years and 6 months from the date of the later of the Investment Agreements, then the IMSCL Shares will acquire voting rights equivalent to 85% of the total voting rights attaching to all shares then in issue in IMSCL. A premium of 10% of their subscribed value is due to Anglo and Ulster on the IMSCL Shares. The Investment Agreements contain a number of covenants and restrictions in relation to the actions of directors of IMSCL, its solvency, net asset value and business and conduct of its board meetings. Under the Deeds both IMSCL on the one hand and Anglo and Ulster on the other have the right to require the other party to purchase or sell their IMSCL Shares at a market value to be agreed between the two parties. CF, acting on behalf of Anglo and Ulster, served notice of exercise of their put option in February 2003. At that time IMSCL was not in a position to purchase the IMSCL Shares. In order to utilise its available cash resources in developing the Group's business further, IMSCL and Anglo and Ulster have agreed to exchange the IMSCL Shares for newly created Convertible Cumulative Redeemable Preference Shares of #1 each in the capital of the Company ("the CCRP Shares"). The approval of Shareholders at an EGM is consequently needed to create a new class of share capital, and to approve various related matters. New Redeemable Preference Shares in IMS The amount owing to Anglo and Ulster by IMSCL at the date of the EGM including interest will be #993,141 ("the Indebtedness"). The Company is proposing to enter into an agreement ("the Subscription Agreement ") which, if approved by the shareholders at the EGM, will lead to the Company issuing 993,141 CCRP Shares to Anglo, as nominee for the former BES investors, having the rights and being subject to the restrictions set out below in consideration for the cancellation of the Indebtedness. The Company will pay a management fee to CF similar to that currently payable under the BES arrangement. The Company will have a right at any time to purchase or redeem the CCRP Shares upon payment of the par value thereof together with a premium of 7% per annum for each of the first two years and 11% per annum thereafter. The holders of CCRP Shares can convert the CCRP Shares into Ordinary Shares (ordinary shares of 1 pence each in the capital of the Company) on any date that is 24 months after their date of issue ("Conversion Date"). The number of Ordinary Shares to which Anglo will be entitled will be equal to the par value of the CCRP Shares at the date of issue plus the amount of any unpaid premium multiplied by 14. There is no final repayment date on the CCRP Shares. Should the Company issue the CCRP Shares under the terms proposed, the effect upon the Group balance sheet at the date of issue would be to increase the net assets of the Group by #993,141 by the reduction of group current liabilities and the increase in CCRP Shares under Capital and Reserves. Should the holders of the CCRP Shares convert those shares into Ordinary Shares at the earliest opportunity, then they would hold 15,918,660 Ordinary Shares, being some 9.9% of the issued Ordinary Share capital of the Company as enlarged by conversion, assuming no other issues had taken place in the interim period. Should the holders of the CCRP Shares convert those shares into Ordinary Shares at any time after the earliest opportunity or the Company redeem the CCRP Shares after 24 months then they will hold more Ordinary Shares due to the increased premium in accordance with the provisions laid before the meeting for consideration. In addition to the right of conversion, CF, acting as manager for the BES investors, has the right to call for the Company to purchase or redeem all or any of the CCRP Shares once the Conversion Date has passed. If CF serve a notice to do this, the Company is obliged to purchase or redeem the Shares unless the directors are of the opinion that either (i) the Company does not have sufficient distributable reserves under the Act to purchase or redeem all or any of the CCRP Shares, or (ii) the purchase or redemption would cause the Company to lose its going concern status, or (iii) that following the purchase or redemption the current assets of the Company and its subsidiaries would not exceed its current liabilities, or (iv) that following the purchase or redemption the Company and its subsidiaries would not have sufficient working capital for their present requirements. Any dispute relating to this may be referred to the Company's auditors whose decision shall be final and binding unless there is manifest error. The Directors believe that the interests of the Ordinary Shareholders would be better served by the redemption of the CCRP Shares rather than leaving them outstanding earning the preferred dividend and capable of conversion. Therefore the Directors will, over the next two years, take reasonable endeavours to place the Company in such a position so that it can, whilst maintaining sufficient working capital for the operation of the business and subject to market conditions, redeem the CCRP Shares. Copies of the circular to shareholders are available for the next month from the offices of the Company at Sandymount, Station Road, Woburn Sands, Bucks. MK17 8BR and on www.imsmaxims.com. This information is provided by RNS The company news service from the London Stock Exchange END EGMFXLFFXFBEFBD
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