Notice of EGM

 

TIDMMWH 
 
RNS Number : 6597S 
Millwall Holdings PLC 
14 September 2010 
 

14 September 2010 
 
MILLWALL HOLDINGS PLC 
("Millwall" or the "Company") 
 
 NOTICE OF EGM AND PROPOSED SHARE 
CONSOLIDATION 
 
The Company (AIM: MWH) announces that it is posting a Circular to Shareholders 
convening an Extraordinary General Meeting to be held at the The Den, Zampa 
Road, London SE16 3LN at 10.00 a.m. on 4 October 2010. The purpose of the 
meeting is to request shareholder approval for a proposed consolidation of the 
ordinary share capital of the Company ahead of a planned fundraising. A copy of 
the Circular will be available today on the Company's website 
www.millwallholdingsplc.co.uk/circulars.htm. 
 
                                The Fundraising 
 
The Company plans to implement a fundraising by way of an offer of ordinary 
shares to shareholders pro rata to their existing share holdings at the material 
time. The fundraising will enable the Company to reduce its level of borrowings, 
increase its net asset position and to provide working capital for Millwall 
Football Club (the "Club"). The details of the proposed share offer are 
currently being finalised and will be announced in due course. 
 
                            The Share Consolidation 
 
The Company currently has nearly 43,500 shareholders and has 37,661,097,134 
shares of 0.01 penny each in issue, of which 35,350 shareholders represent in 
aggregate 81.34 per cent. of the total number of shareholders but only 2.12 per 
cent. of the total issued share capital of the Company. The size of the 
shareholder register (relative to the Company's current market value) places an 
unwarranted financial and administrative burden on the Company. The Company is 
therefore seeking shareholder approval to rationalise and modernise the 
constitution and share capital of the Company by way of a consolidation of share 
capital, with a view to reducing costs and streamlining the shareholdings in the 
Company. Further information regarding the background to and reasons for the 
proposed consolidation of share capital are set out in the Circular. 
 
The Company proposes to consolidate its issued ordinary shares of 0.01 penny 
each ("Existing Ordinary Shares") into ordinary shares of GBP10 each ("New 
Ordinary Shares") (the "Consolidation"). This will be achieved by issuing one 
New Ordinary Share for every 100,000 Existing Ordinary Shares held by 
Shareholders at 5 p.m. on 4 October 2010. 
 
The proportion of the total issued share capital of the Company held by each 
shareholder following the Consolidation will, save for fractional entitlements, 
be unchanged. Apart from having a different nominal value, each New Ordinary 
Share will carry the same rights as an Existing Ordinary Share as set out in the 
Company's articles of association. 
 
                            Fractional Entitlements 
 
The proposed Consolidation, if approved, will produce a number of fractions. 
These fractions represent the fractions of New Ordinary Shares applicable to 
shareholders with holdings of Existing Ordinary Shares which are not multiples 
of 100,000. Those shareholders who hold less than 100,000 Existing Ordinary 
Shares will not be entitled to New Ordinary Shares arising on the Consolidation 
and will therefore no longer be shareholders in the Company and will not be able 
to participate in the proposed share offer. 
 
Fractions of a share cannot be issued by the Company. After much consideration, 
the Board has decided to exercise its discretion as to the treatment of the 
fractions by offering individual shareholders a choice as to how their 
entitlement will be dealt with, as follows: 
 
Option 1: authorise the Board to transfer the New Ordinary Shares arising from 
the aggregation of the fractional shares arising from the Consolidation (the 
"Gift Shares") to The Millwall Supporters' Society Limited (known as "The Lions 
Trust"); or 
 
Option 2: authorise the Board to sell their fractional entitlement along with 
the aggregate fractional entitlements of others so electing and distribute the 
net proceeds of sale to the charity "Help for Heroes". 
 
Established in 2003, The Lions Trust is a registered body whose purpose is to 
represent the interests of the fans of Millwall Football Club. By the transfer 
of these Gift Shares to The Lions Trust, we believe the voting interests of fans 
and shareholders affected by the Consolidation can continue and be made in a 
more effective manner as well as strengthen the ability of The Lions Trust to 
represent the views of fan shareholders. 
 
The charity Help for Heroes has been well supported by Millwall fans and the 
Club in recent years. Further information on the Help for Heroes charity is 
available at http://www.helpforheroes.org.uk/. 
 
                              Settlement and timing 
 
It is intended that the Consolidation will be effective at 8.00 a.m. on 5 
October 2010 ("Consolidation Date") and that dealings in the New Ordinary Shares 
will commence at that time. Application will be made to the AIM Market of the 
London Stock Exchange plc for the New Ordinary Shares to be admitted to trading 
and the Consolidation will be conditional on the New Ordinary Shares being so 
admitted. 
 
 
+-------------------------------+----------------------------+ 
| Expected Timetable of         |                            | 
| Principal Events:             |                            | 
+-------------------------------+----------------------------+ 
|                               |                            | 
+-------------------------------+----------------------------+ 
| Latest time and date for      |    10.00 a.m. on 2 October | 
| receipt of Form of Proxy      |                       2010 | 
+-------------------------------+----------------------------+ 
|                               |                            | 
+-------------------------------+----------------------------+ 
| Extraordinary General Meeting |    10.00 a.m. on 4 October | 
|                               |                       2010 | 
+-------------------------------+----------------------------+ 
|                               |                            | 
+-------------------------------+----------------------------+ 
| Record Date for Share         |     5.00 p.m. on 4 October | 
| Consolidation                 |                       2010 | 
+-------------------------------+----------------------------+ 
|                               |                            | 
+-------------------------------+----------------------------+ 
| Admission and dealings in the |                            | 
| New Ordinary Shares expected  |                            | 
| to commence being the         |     8.00 a.m. on 5 October | 
| business day following the    |                       2010 | 
| Extraordinary General Meeting |                            | 
+-------------------------------+----------------------------+ 
|                               |                            | 
+-------------------------------+----------------------------+ 
| Crediting of New Ordinary     |                            | 
| Shares through CREST          |     8.00 a.m. on 5 October | 
|                               |                       2010 | 
+-------------------------------+----------------------------+ 
|                               |                            | 
+-------------------------------+----------------------------+ 
| Posting of share certificates |                            | 
| in relation to the New        |  Within 5 business days of | 
| Ordinary Shares               |                  Admission | 
+-------------------------------+----------------------------+ 
|                               |                            | 
+-------------------------------+----------------------------+ 
 
 
                                     -ends- 
 
 
This announcement will be posted to the Company's web-site, 
http://www.millwallholdingsplc.co.uk/announcements.htm 
 
Contacts: 
 
+-------------------------------+----------------------------+ 
| Tom Simmons (Company          |         Andy Ambler (Chief | 
| Secretary)                    |                 Executive) | 
+-------------------------------+----------------------------+ 
| Millwall Holdings plc         |      Millwall Holdings plc | 
+-------------------------------+----------------------------+ 
| Tel: [phone]     |  Tel: [phone] | 
+-------------------------------+----------------------------+ 
|                               |                            | 
+-------------------------------+----------------------------+ 
| Jeff Keating                  |              Nick Donovan  | 
+-------------------------------+----------------------------+ 
| Singer Capital Markets        |     Singer Capital Markets | 
| Limited                       |                    Limited | 
+-------------------------------+----------------------------+ 
| Nominated Adviser             |         Nominated Adviser  | 
+-------------------------------+----------------------------+ 
| Tel: [phone]      |   Tel: [phone] | 
+-------------------------------+----------------------------+ 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 NOELIMTTMBMBBTM