PTV Peertv

TIDMPTV

RNS Number : 6753P

PeerTV PLC

21 August 2014

21 August 2014

PeerTV PLC

("PeerTV" or the "Company")

Notice of General Meeting, proposed reorganisation of Share Capital

General Meeting

The Company announces that a notice convening a General Meeting (the "Notice") has been sent to Shareholders in respect of a proposed reorganisation of the Company's share capital. The General Meeting is to be held on 5 September 2014 at 10am at the offices of Edwin Coe LLP, 2 Stone Buildings, Lincoln's Inn, London WC2A 3TH. A copy of the Notice will be available on the Company's website shortly.

The price at which the Company's ordinary shares are traded on AIM has recently fallen below the nominal value of such ordinary shares. This restricts the ability of the Company to issue ordinary shares to secure further financing for the Company. Accordingly the Board feels it would be prudent to carry out a process of reorganisation of share capital.

Proposed reorganisation

In the near future, the Company may wish to raise additional funds in order to drive its expansion and to continue its on-going business. The ordinary shares of the Company ("Ordinary Shares") have recently been trading on AIM at a price below their nominal value of 0.5 pence per share. The issue of new shares by a UK company at a price below their nominal value is prohibited by UK company law and accordingly the ability of the Company to raise funds by way of the issue of further equity has been inhibited.

In order to rectify the position, the Directors are seeking Shareholders' authority to implement a reorganisation to create a differential between the nominal value of the Ordinary Shares and their market price to facilitate future share issues. It is therefore proposed that the Company reorganise its share capital such that its existing Ordinary Shares have a lower nominal value (the "Reorganisation"). The Reorganisation would be achieved by a subdivision of each existing Ordinary Share into one ordinary share of 0.05 pence each ("New Ordinary Share") and one subordinated share of 0.45 pence each ("Subordinated Share").

The result of the Reorganisation is that each ordinary Shareholder would continue to hold the same number of Ordinary Shares in the Company which would continue to be traded on AIM, but in addition would hold the same number of Subordinate Shares.

To give effect to the Reorganisation the current articles of association (the "Articles") of the Company will need to be amended to make changes to allow the creation of the subordinated shares. These amendments will also require Shareholders' approval at the General Meeting.

Rights of Ordinary Shares

The New Ordinary Shares will continue to carry the same rights as attached to the existing Ordinary Shares.

Subordinated Shares

The Subordinated Shares created under the Reorganisation would carry no rights as to voting or dividends and would be of no economic value. The holders of subordinated shares will be entitled to a payment on a return of capital or winding-up of the Company, after each of the holders of Ordinary Shares have received a payment of GBP1,000,000 on each share.

The subordinated shares will not be listed or traded on AIM and will not be transferrable, nor will CREST accounts of shareholders be credited in respect of any entitlement to subordinated shares. No share certificates will be issued in respect to a holding of Subordinated Shares.

The Subordinated Shares may be sold for the aggregate consideration of GBP1 at any time upon the decision of the Directors of the Company for the time being and any such Director shall have the power and authority to sign a stock transfer form on behalf of the holders of Subordinated Shares.

Changes to the Articles of Association

In connection with the Reorganisation the Company also proposes to amend its Articles to include the rights and restrictions attaching to the subordinated shares, as set out above.

Share certificates and Crest

If the Reorganisation is approved at the General Meeting, new share certificates representing New Ordinary Shares will be sent to Shareholders within 10 business days following the General Meeting. Crest account balances will remain the same as at the close of business on the date of the General Meeting.

On receipt of the new share certificates all ordinary share certificates previously issued can be destroyed.

Further enquiries:

PeerTV Plc

Eitan Yanuv, Chairman

Tel: +972 974 07315

Daniel Stewart & Company (Nomad and Broker)

Emma Earl / David Coffman

Tel: +44 (0)20 7776 6550

This information is provided by RNS

The company news service from the London Stock Exchange

END

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