Vivomedica Share Discussion Threads

[juan1to] 17/12/2008 11:50

Hi guys,

sorry if this is a silly question.
I own some VVM shares (converted from the old ZIM) and I am reading the note above about the "Proposed Share Capital Reorganisation" of the company that will happen tomorrow 18th Dec.
To be honest, I don't understand really if this is good or bad news for the smal shareholders like me, and I would like to ask you for your opinion: should I try to sell my shares right now before the meeting happens? or should I probably wait?

My question is because I have read above the following: "....reduce the nominal value of each Existing Ordinary Share to 0.1 pence per share". Does that mean that I will basically loose almost everything?

Please help, some tips, recommendations as what you would do would really appreciated.

Many thanks in advance

[digger27] 16/12/2008 10:17

Hiya bob - good to see you look in now and again to see how us sufferers are doing. Hope you and your family are keeping well and all the best for xmas and new year.
I am writing a cookery book entitled " 101 ways to make gruel interesting". Should be a best seller as it only costs a quid and is aimed at the bottom end of the market. In fact I might set up a company and issue a few million shares.

[wallabybob] 11/12/2008 12:32

well lads, I'm ending the year the way I started, like a car that needs mending ie. piston broke! fug it! keep smilin and have a happy xmas and new year, can't be asked with the prosperous part!

[digger27] 05/12/2008 17:49

We could do with something out of this pot if it ever gets filled

[oneillshaun] 01/12/2008 06:20

Sorry to say to guys but that is it I am done with VVM it is going nowhere fast the money raised will be burnt in a short time I am not buying another share in VVM to many other good targets out there that i can make money on, I am not selling I will hold, wish you luck.



RNS Number : 9735I
Vivomedica PLC
26 November 2008

VivoMedica plc (the 'Company')
26 November 2008

Notice of General Meeting

The Company announces that it has today posted a circular to shareholders setting out various resolutions to be passed at the Company's General Meeting to be held on 18 December 2008. These resolutions include a proposed share capital reorganisation, which will enable a Proposed Placing of securities in order to fund the continued development of the business.

The circular is available for download at the Company's website: www.vivomedica.com

The full text of the Chairman's letter contained within the circular is set out below. Definitions in this announcement shall bear the same meaning as those in the circular to Shareholders.

To the holders of Ordinary Shares and, for information only, to holders of options over Ordinary Shares

Dear Shareholder,


Proposed Share Capital Reorganisation and Notice of General Meeting

1. Introduction

VivoMedica has today announced a proposal to reorganise the Company's share capital by way of the Share Capital Reorganisation conditional upon Shareholder approval to be sought at a General Meeting, details of which are set out below.

The Directors stated in the Company's interim results for the six months to 30 June 2008 that in order to continue the Group's progress to date further funds would be required. The Directors consider that it would be in the best interests of the Company to seek to raise such new funds through the Proposed Placing. The Companies Act prohibits the Company from issuing Ordinary Shares at a discount to their nominal value and it will, therefore, be necessary to reorganise the share capital of the Company to allow the Proposed Placing to take place. As such, the Proposed Placing is conditional upon the passing of the Resolutions in relation to the Share Capital Reorganisation.

Authority for the Share Capital Reorganisation will be sought from Shareholders at a General Meeting convened for 11.00 am on 18 December 2008. Further details of the Share Capital Reorganisation are set out below and details of the General Meeting are set out in the Notice of General Meeting at the end of this document.

The purpose of this document is to give the background to and reasons for the Proposed Placing, the Share Capital Reorganisation, to explain why your Board considers that the Proposal is in the best interests of the Company and its Shareholders as a whole and to recommend that you vote in favour of the Resolutions at the forthcoming General Meeting.

2. The Placing

At the Annual General Meeting, the Shareholders passed certain resolutions which, amongst other matters, authorised the Company to issue shares on a non-pre-emptive basis in connection with a financing up to an aggregate nominal amount of £4,500,000.

The Board believes that it remains in the best interests of the Company to raise further finance by way of the Proposed Placing. Subject to the passing of the Resolutions, the decision as to whether or not to proceed with the Proposed Placing will be determined by the Board at such time as the Board believes it appropriate to do so, having regard to market conditions.

New Ordinary Shares issued pursuant to the Proposed Placing will, if issued, rank in full for all dividends and otherwise pari passu with the then existing New Ordinary Shares.

The Board will seek the advice of its Nominated Adviser and Broker in connection with the Proposed Placing and as to which potential investors New Ordinary Shares may be offered as part of the Proposed Placing.

The net proceeds of the Proposed Placing will be used to continue to fund the development of our two key technologies PathscoreTM and DrugPrint® and for other general working capital purposes.

3. Background to and reasons for the Share Capital Reorganisation

At the time of the Company's interim results for the six months to 30 June 2008, the Directors reported on the significant progress the Company had made towards delivering high value solutions to the pharmaceutical industry and in realising the commercial value of the Company's exclusive worldwide technology licences. We also stated that the nature of the Group's operations means that VivoMedica's future income is dependent on securing collaboration agreements and/or sales/sub-licensing contracts within the markets it currently operates in, and on developing new applications for the PathscoreTM and DrugPrint® products. As a result there can be a considerable and unpredictable variation in the timing and amount of cash inflows generated from planned product launches.

We therefore announced that in order to continue the Group's progress to date, further funds would be required. The Directors therefore intend to seek to raise new funds via the Proposed Placing.

4. Details of the Share Capital Reorganisation

The closing mid-market price of an Existing Ordinary Share was 0.7p on 25 November 2008, being the last dealing date prior to the publication of this document. The Company's share price is therefore below the nominal value of an Ordinary Share of 2 pence each. In effect this prohibits the Company from raising any further equity capital as, in order to comply with the Companies Act, any further shares issued would have to be issued at a price at or above the nominal value. Consequently, the Board proposes to sub-divide the shares as detailed below and reduce the nominal value of each Existing Ordinary Share to 0.1 pence per share.

Resolution 1 to be proposed at the General Meeting and as set out at the end of this document, proposes that each Existing Ordinary Share of 2 pence each in nominal value be sub-divided into one New Ordinary Share of 0.1 pence each in nominal value and one new Deferred Share of 1.9 pence each in nominal value. The New Ordinary Shares of 0.1 pence each so created will continue to carry the same rights as attach to the Existing Ordinary Shares of 2 pence each (save for the reduction in nominal value).

Following the Share Capital Reorganisation, the Company's authorised share capital will remain at £14,000,000 comprising 700,000,000 New Ordinary Shares and 700,000,000 Deferred Shares and the Company's issued share capital will comprise 200,555,662 New Ordinary Shares and 200,555,662 Deferred Shares.

5. Share Rights

The New Ordinary Shares arising on completion of the Share Capital Reorganisation will have the same rights as the Existing Ordinary Shares, including without limitation, the same voting, dividend and other rights.

The Deferred Shares will be transferable only with the consent of the Company and will not be admitted to trading on any market or exchange. The Deferred Shares will not confer on their holders any right to receive notice of any general meeting of the Company nor any right to attend, speak or vote at any such meeting. The Deferred Shares will not entitle their holders to receive any dividend or other distribution and shall on a return of assets in a winding up of the Company entitle the holders only to the repayment of the amounts paid up on such shares after the amount paid to holders of the New Ordinary Shares exceeds £700,000,000 per New Ordinary Share. The Deferred Shares will also be incapable of transfer and no share certificates will be issued in respect of them.

The Directors consider that the Deferred Shares to be of no economic value. The Deferred Shares will, subject to Shareholder approval pursuant to Resolution 2 to be proposed at the General Meeting, be re-purchased by the Company, pursuant to a contract for purchase approved in accordance with Resolution 1, for 1 pence in aggregate for all such shares and following such repurchase will be cancelled. The repurchase of the Deferred Shares will be financed out of the proceeds of the issue of 1 Existing Ordinary Share by the Company to be subscribed by an existing shareholder at a subscription price equal to the nominal value of such share.


6. General Meeting

A notice convening the General Meeting to be held at the offices of Buchanan Communications, 45 Moorfields, London EC2Y 9AE at 11.00 am on 18 December 2008 is set out at the end of this document. At the General Meeting, the following Resolutions will be proposed:

(1) a special resolution to:

(A) sub-divide each Existing Ordinary Share into one New Ordinary Share with a nominal value of 0.1 pence and one Deferred Share with a nominal value of 1.9 pence; and

(B) amend the Articles to reflect the creation of the Deferred Shares; and

(2) conditional on passing Resolution 1, an ordinary resolution to authorise the Directors to repurchase the Deferred Shares pursuant to a contract for purchase.

7. Action to be taken

A Form of Proxy for use by Shareholders in connection with the General Meeting accompanies this document. Whether or not you intend to be present at the General Meeting, you are requested to complete and sign the Form of Proxy and return it to the Company's Registrars, Capita Registrars, Proxies, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, so as to be received no later than 48 hours before the commencement of the General Meeting.

Unless the Form of Proxy is received by the date and time mentioned in the instructions, it will be invalid. The completion and return of the Form of Proxy will not prevent you from attending the General Meeting and voting in person, if you so wish.

8. Recommendation

The Directors consider the Resolutions to be in the best interests of the Company and therefore, unanimously recommend Shareholders to vote in favour of the Resolutions at the General Meeting as they intend to do in respect of their own beneficial holdings of 4,322,857 Ordinary Shares representing 2.16 per cent. of the issued share capital at the date of this document. Funds managed by Merlin Biosciences Limited have undertaken to vote in favour of the Resolutions in respect of their shareholdings which amount to 100,257,775 Ordinary Shares which represent approximately 49.99 per cent. of the issued share capital at the date of this document.




Yours faithfully

Sir Christopher Evans

Chairman










Contact:

Buchanan Communications 020 7466 5000

Tim Anderson / Catherine Breen

Brewin Dolphin Investment Banking (NOMAD) 0845 270 8600

Mark Brady / Alison Barrow


This information is provided by RNS
The company news service from the London Stock Exchange

[digger27] 26/11/2008 12:07

Hmmm was hoping for further collaboration type news not this. It was however inevitable that they would have to take this route for funding just a pity they couldn't get the share price above the 2p mark before a placing. Just hope they have got some worthwhile contracts waiting in the wings to cushion the forthcoming dilution.

[digger27] 24/11/2008 10:25

Tight spread for online trading.. 0.068 to sell and 0.075 to buy.

First thing this am ADVFN had marked this up to .06 bid and 1.25p to buy which seemed very odd. Praps we have some good news coming bearing in mind Chris Evans was adamant there was more to come for 2008.

[baracuda2] 21/11/2008 16:51

Digger, I'm amazed too, can't believe we have some movement at last, what's going on?

[digger27] 21/11/2008 16:25

Just clicked in again to make sure.

Yep it's still there.

[oneillshaun] 27/10/2008 22:14

VivoMedica plc

VivoMedica plc is an AIM listed UK company that delivers high value technology solutions to the global healthcare industry. These specialist Pharma-Ware solutions are designed to improve the cost, efficiency and effectiveness of the complex processes involved in the discovery and development of drugs, and in their effective use in treatment pathways.


VivoMedica's initial portfolio of products has been developed from a suite of
patented healthcare technologies licensed from QinetiQ, and provides innovative
solutions in the fields of cardiotoxicity testing in drug development (DrugPrint®),
and in digital image analysis in cancer diagnosis (PathScore).

[digger27] 15/10/2008 10:41

Cheers pc - things seem to have perked up a bit and hopefully the mm's will need to hike it up a bit again to wrestle some more from us Pi's. 10p would do very nicely!!!
As I said before Chris Evans statement in the results was encouraging so am expecting some more good news before 2008 is out.

[pc4900074200] 15/10/2008 10:17

Hi, digger.

Only 47%+ in 'open market' [from web site]

Yesterdays buy was 0.5% of that.

There has not ben that many large trades over the last year so mm's may not be
holding that many.

Could it be one of the parties 'in talks' buying a stake?

I used to keep track of 'buys' / 'sells' on all my shares over many years
but did not continue when I bought this. Pity as I would have been able
to give facts and figures for this, having now held for over two years.

We will see what tomorrow brings [hopefully another 500k buy]

pc

[digger27] 15/10/2008 09:57

pc - I thought it odd as well and maybe there is an order that needs filling. What are your views on any free float here.. do the mm's hold many on their books? It wasn't all that long ago that some poor sod got scalped for selling 300k so where did those disappear to!

I know what you say regarding directors buys but the upside is generally construed that they have faith in the company. That is usually followed by a no news period but surely anything in the business pipeline which results in news would not be precluded. We know they are talking to interested parties and presumably if one of those was to sign on the dotted line a couple of weeks down the road then surely that would be ok.

[pc4900074200] 15/10/2008 09:31

50k+ sell and the price moves up.

Some-one has a buy order being worked here?

Will we see another 500k bought tomorrow?

Re. asking if it was a director buy. I hope not as if it
is then we can expect no news for thirty days and its
news we want to move this share price up.

pc

[digger27] 14/10/2008 17:30

I was thinking that and thought about dropping him a line to that effect. However, best left for the proper channels especially as an RNS confirming directors buys tends to lift the share price for a short while. Trouble is the share price always tends to drift back following such news otherwise you step into the realms of insider knowledge. Unless we have a very small open window time frame?


Alternatively it might have been some disgruntled RBS shareholder selling whatever he could salvage and chucking it in here for relative safety!!!!

[oneillshaun] 14/10/2008 17:03

Maybe it was peter.................

[digger27] 14/10/2008 16:14

Well it wasnt me as I am completely spent out on these. Wished I could have got my half a mill as cheaply though.

[pc4900074200] 14/10/2008 15:23

Nice 0.5 m buy gone through.

pc

:-]

EDIT. @ top $

[digger27] 14/10/2008 15:19

I would love to see this rise to 2p someday soon... just need to get loads of buyers.

[digger27] 14/10/2008 11:41

lol shaun. Not only was it firm but it's up as well!!!