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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Venue Sol | LSE:VSH | London | Ordinary Share | GB00B0T4GP95 | ORD 2P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.525 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMVSH RNS Number : 2301C Venue Solutions Holdings PLC 09 November 2009 9 November 2009 Venue Solutions Holdings plc ("Venue Solutions" the "Company") Proposed change of name to Advanced Leisure Technologies plc and amendments to the articles of association Venue Solutions announces proposals to remove the requirement for the Company to have an authorised share capital, to grant the Directors authorities to issue new Ordinary Shares and to disapply the pre-emption rights imposed under the Act, to change the Company's name to Advanced Leisure Technologies plc and to make certain amendments to the articles of association to allow the holders of the Preference Share to convert their shares into Ordinary Shares. A circular has been sent to the Company's shareholders and to the holders of Preference Shares to convene a General Meeting of the Ordinary Shareholders and a General Meeting of the holders of Preference Shares to consider and, if thought fit, approve the resolutions required to effect the proposed amendments of the articles of association and to change the name of the Company to Advanced Leisure Technologies plc. The Circular is available from the Company's registered office, 38 Upper Brook Street, London W1K 7QN and to download from the Company's website www.venuesolutionsplc.com. Introduction and Background On 8 May 2009, trading in the Ordinary Shares on AIM was temporarily suspended, as announced by the Company on that date, pending publication of the Company's financial statements for the year ended 30 November 2008. The audit of the accounts for the year ended 30 November 2008 is currently being conducted and the Directors expect to publish the accounts shortly. In order for the accounts for the year ended 30 November 2008 to be completed and the restoration of trading in the Company's shares to be effected, the Company needs to raise additional working capital. The Directors are currently in discussions with existing Shareholders and potential new investors to raise between GBP0.5 million and GBP1 million for the Company. It is anticipated that any such fundraising would be undertaken by way of the placing and issue by the Company of new Ordinary Shares at a price per new Ordinary Share of 2 pence. The Directors are seeking Shareholders' approval now to allot new Ordinary Shares and the related disapplication of pre-emption rights to enable the required fundraising to be undertaken as soon as possible to enable the Company's trading on AIM to be restored. IF THE RESOLUTIONS ARE NOT PASSED AND THE COMPANY IS UNABLE TO COMPLETE THE NECESSARY FUNDRAISING BY 2 DECEMBER 2009 THEN ITS ADMISSION TO TRADING ON AIM MAY BE CANCELLED. The Directors have considered whether Shareholders' consent ought also be obtained at the General Meetings to the adoption by the Company of new articles of association which are consistent with the provisions and requirements of the Act. They have, however, concluded that in order to minimise the expense and the matters currently requiring Shareholders' attention, new articles of association for approval will be put to Shareholders subsequently, and once the trading suspension has been lifted. Change of name The Directors consider that now is an appropriate time to change the name of the Company to a name more reflective of its current and proposed activities and are proposing a special resolution at the General Meetings to change the name to Advanced Leisure Technologies plc. Changes to the articles of association The Directors propose to amend the articles of association to allow for the Preference Shares to be converted into Ordinary Shares. The Preference Shares were originally introduced as part of the share capital of the Company as a method of providing seed capital to finance the Company's development on a non-interest bearing, non-convertible and non-participation basis. It had always been the intention that the Preference Shares would be redeemed at a time in the future when the Company's business became sufficiently developed to enable the Company to be in a financial position to obtain such a redemption. However, as the Preference Shares rank in priority to the Ordinary Shares in a winding-up of the Company, it has become apparent to the Directors that the existence of the Preference Shares is a hindrance to the Company in trying to attract new investors to the Company. In order to complete the Company Voluntary Arrangement announced on 23 June 2009 and provide sufficient working capital, the Company must complete a fundraising. The Preference Shares are all held by Starlake Limited, which is owned and controlled by the Teak Trust of which Oliver Iny, the Chief Executive of the Company, is a potential beneficiary. Accordingly, under the AIM Rules Starlake Limited is a related party and Oliver Iny and Jacqui Dunphy, his wife, have taken no part in the deliberations of the Board on this matter. Stephen Thomson, as the only independent director, has agreed with Starlake Limited that, subject to approval from the holders of Ordinary Shares and the Preference Shares at the General Meetings, the terms of the Preference Shares will be amended to permit the Preference Shares to be converted into Ordinary Shares at the higher of 2p per share or the average of the middle market closing quotations for an Ordinary Share for the five consecutive dealing days on the stock exchange on which the ordinary share capital of the Company is traded ending on the dealing day immediately preceding the date of delivery of the Conversion Notice to the Company. In addition, the Directors expect that Starlake Limited, subject to the approval of the change of terms of the Preference Shares and admission of the Ordinary Shares to the AIM market becoming effective, will convert sufficient Preference Shares into Ordinary Shares such that its shareholding of Ordinary Shares upon restoration of the Ordinary Shares to trading on the AIM market will, when taken together with persons acting in concert with Starlake Limited, aggregate to 29.9 per cent. of the then total voting rights of the Company. Therefore, in order to allow the Preference Shares to be converted into Ordinary Shares it is necessary to change the articles of association. Starlake Limited is mindful of the provisions of Rule 9 of The City Code on Takeovers and Mergers and of the obligations of a mandatory bid if its shareholding (and the shareholding of any others acting in concert with it) were, in aggregate, to exceed 30% or more of the total voting rights of the Company. Stephen Thomson, as the only independent director, having consulted with Merchant John East Securities Limited, considers that the revised terms of the Preference Shares are fair and reasonable insofar as the Company's Ordinary Shareholders are concerned. General Meetings General Meetings of the separate classes of Shareholders have been convened to be held at the offices of the Company's solicitors, Marriott Harrison, at Staple Court, 11 Staple Inn Buildings, London WC1V 7QH on 2 December 2009 at 10.00 a.m. and at 10.15 a.m. at which the Resolutions set out in the Notices of General Meeting will be proposed. Enquiries: +------------------------------------+------------------------------------+ | Venue Solutions Holdings plc | | +------------------------------------+------------------------------------+ | Oliver Iny/Stephen Thomson via Haggie | | Financial Tel: 020 7417 8989 | | | +-------------------------------------------------------------------------+ | | | +------------------------------------+------------------------------------+ | Merchant John East Securities Limited (Nominated Adviser and Broker) | +-------------------------------------------------------------------------+ | David Worlidge / Simon Clements | Tel: 020 7628 2200 | +------------------------------------+------------------------------------+ | | | +------------------------------------+------------------------------------+ | Haggie Financial LLP | | +------------------------------------+------------------------------------+ | Nicholas Nelson / Kathy Boate | Tel: 020 7417 8989 | +------------------------------------+------------------------------------+ +--------------------------+---------------------------------------------+ | Definitions | | | +------------------------------------------------------------------------+ | "the Act" | the Companies Act 2006; | | | | +--------------------------+---------------------------------------------+ | "AIM" | the AIM market of London Stock | | | Exchange; | | | | +--------------------------+---------------------------------------------+ | "Chairman" | the Chairman of the Company; | | | | +--------------------------+---------------------------------------------+ | "Circular" | the circular dated 9 November 2009 | | | containing the notice of General Meeting | | | | +--------------------------+---------------------------------------------+ | "the Company" or "VSH" | Venue Solutions Holdings plc, registered | | | number 5615795 and having its registered | | | office at 38 Upper Brook Street, London W1K | | | 7QN; | | | | +--------------------------+---------------------------------------------+ | "Directors" | the directors of the Company; | | | | +--------------------------+---------------------------------------------+ | "General Meeting" | the relevant general meeting (and any | | | adjournment of that meeting) of the | | | Company to be held at the offices of | | | the Company's solicitors, Marriott | | | Harrison, at Staple Court, 11 Staple | | | Inn Buildings, London WC1V 7QH at 10.00 | | | a.m. and 10.15 a.m. on 2 December 2009 | | | and convened by the notices which are | | | set out in the Circular; | | | | +--------------------------+---------------------------------------------+ | "London Stock | the London Stock Exchange Plc; | | Exchange" | | | | | +--------------------------+---------------------------------------------+ | "Notice of General | the relevant notice of the General | | Meeting" | Meeting set out in the Circular; | | | | +--------------------------+---------------------------------------------+ | "Ordinary | the persons who are registered as | | Shareholders" | holders of Ordinary Shares from time to | | | time; | | | | +--------------------------+---------------------------------------------+ | "Ordinary Shares" | ordinary shares of 2 pence each in the | | | capital of the Company; | | | | +--------------------------+---------------------------------------------+ | "Ordinary Resolutions" | the ordinary resolutions numbered 1 and | | | 2 in the Notice of General Meeting; | | | | +--------------------------+---------------------------------------------+ | "Preference | the persons who are registered as | | Shareholders" | holders of Preference Shares from time | | | to time; | | | | +--------------------------+---------------------------------------------+ | "Preference Shares" | preference shares of GBP1.00 each in | | | the capital of the Company; | | | | +--------------------------+---------------------------------------------+ | "Resolutions" | together the Ordinary Resolution and | | | the Special Resolutions; | | | | +--------------------------+---------------------------------------------+ | "Shareholders" | the persons who are registered as | | | holders of Ordinary Shares and/or | | | Preference Shares (as the context | | | requires) from time to time; and | | | | +--------------------------+---------------------------------------------+ | "Special Resolutions" | the special resolutions numbered 3 to 6 | | | in the Notice of General Meeting. | | | | +--------------------------+---------------------------------------------+ This information is provided by RNS The company news service from the London Stock Exchange END NOEFSUFWUSUSEDF
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