TIDMPTV
RNS Number : 4450C
PeerTV PLC
16 October 2015
16 October 2015
PeerTV plc
("PeerTV" or "the Company")
Proposed Share Consolidation
The Company announces today that it proposes to undertake a
Share Consolidation of 1 new ordinary share for every 1,000
Ordinary Shares, with the fractional entitlements arising from the
Share Consolidation being aggregated and sold in the market and for
the benefit of the Company. Following the Share Consolidation,
Shareholders will still hold the same proportion of the Company's
ordinary share capital as before the Share Consolidation (save in
respect of fractional entitlements and subject to any further issue
of shares). The new ordinary shares will carry equivalent rights
under the Articles to the Ordinary Shares.
The Share Consolidation is conditional, inter alia, upon the
passing by Shareholders of ordinary resolutions at a General
Meeting which will be held at 3.00 p.m. on 02 November 2015 at the
offices of Edwin Coe LLP, 2 Stone Buildings, Lincoln's Inn, London
WC2A 3TH.
The circular, containing the letter from the Chairman which is
set out below, relating to the Share Consolidation containing the
notice of the General Meeting (the "Circular") will be posted to
Shareholders today. The Circular will soon be available to view on
the Company's website http://www.peertvplc.com
Application will be made to the London Stock Exchange for the
new ordinary shares arising out of the Share Consolidation to be
admitted to trading on AIM ("Admission"). On the assumption that,
inter alia, the Resolution in the notice of General Meeting is
passed at the General Meeting, it is expected that Admission will
become effective on 03 November 2015.
As at 15 November 2015, the Company had 1,873,487,420 Ordinary
Shares in issue. If the number of issued Ordinary Shares remains
unchanged in the period prior to the Share Consolidation (and
ignoring the effects of fractional entitlements), immediately
following Admission, the Company would have 1,873,487 new ordinary
shares in issue, with each share carrying the right to one vote. No
shares are held in treasury. Therefore, the total number of voting
rights in the Company would be 1,873,487. This figure may be used
by Shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change to their interest in, the share capital of the
Company under the Disclosure and Transparency Rules.
Further enquiries:
PeerTV Plc
Eitan Yanuv, Chairman
Tel: +972 974 07315
ZAI Corporate Finance Limited
Tim Cofman / Jamie Spotswood
Tel: +44 20 7060 2220
Daniel Stewart & Company plc
David Coffman
Tel: +44 207 776 6550
Letter from the Chairman of PeerTV plc
To Shareholders
BACKGROUND TO PROPOSED SHARE CONSOLIDATION
The price at which the Company's ordinary shares are traded on
AIM has recently fallen towards the nominal value of such ordinary
shares. Further falls, should they occur, are likely to restrict
the ability of the Company to issue ordinary shares to secure
further financing for the Company.
Accordingly, in order to rectify the position, the Company has
been advised that it may reorganise its share capital as
follows:
1. first, by each of its existing ordinary shares of 0.01 pence
each being subdivided into one ordinary share of 0.00001 pence each
and one C subordinated share 0.00999 pence each; and
2. second, by every 1,000 ordinary shares of 0.00001 pence each
resulting from such subdivision being consolidated into one new
ordinary share of 0.01 pence each.
The result of this would be that each ordinary shareholder would
hold one new ordinary share for every 1,000 existing ordinary
shares currently held which would be traded on AIM but in addition
would hold 1,000 C Subordinated shares for every such new ordinary
share.
The new Ordinary Shares arising on implementation of the Share
Consolidation will have the same rights as the existing Ordinary
Shares, including in respect of voting rights, entitlement to
dividends and other rights. Further (and ignoring the effect of
fractional entitlements), although the Share Consolidation will
reduce the number of ordinary shares in the capital of the Company
held by each Shareholder by a factor of 1,000, the Share
Consolidation should not, by itself, affect the market value of
their shareholding. The C subordinated shares would carry no rights
as to voting or dividends and would be of no economic value.
This proposal is the subject of Resolutions 1 to 3, described in
more detail below.
In addition, the board is proposing to update the existing
authorities to allot shares and disapply pre-emption rights. This
is the subject of Resolutions 4 and 5, described in more detail
below.
General Meeting of the Company
In order to effect the proposals, a notice convening a General
Meeting to consider and, if thought fit, pass the resolutions is
set out in the Notice of General Meeting attached to this document.
A summary of the resolutions is set out below:
Resolution which will be proposed as a special
1: resolution, seeks to subdivide each
existing ordinary share of 0.01 pence
each into one ordinary share of 0.00001
pence and one C subordinated share
0.00999 pence.
Resolution which will be proposed as a special
2: resolution, seeks to consolidate every
1,000 ordinary shares of 0.00001 pence
each resulting from the subdivision
effected pursuant to Resolution 1 into
one new ordinary share of 0.01 pence
each.
Resolution which will be proposed as a special
3: resolution, seeks amend the articles
of association to set out the rights
of the C Subordinated shares.
Resolution which will be proposed as an ordinary
4: resolution, seeks to grant the Directors
authority to allot new ordinary shares
in the capital of the Company up to
an aggregate par value of GBP10,000.
Such authority is to expire at the
conclusion of the next annual general
meeting of the Company.
Resolution which will be proposed as a special
5: resolution, seeks to disapply statutory
pre-emption rights in respect of the
allotment for cash of new ordinary
shares up to an additional aggregate
par value of GBP10,000 ,such disapplication
to expire on the same date as the expiration
of any authority given in terms of
Resolution 4.
Fractional Entitlements
The proportion of the issued ordinary share capital of the
Company held by each Shareholder following the Share Consolidation
will, save for fractional entitlements, be unchanged. To effect the
Share Consolidation it may be necessary to issue such minimum
number of additional existing Ordinary Shares (not exceeding 999 in
total) so that the aggregate nominal value of the ordinary share
capital is exactly divisible by 1,000.
No Shareholder will be entitled to a fraction of a new Ordinary
Share and where, as a result of the consolidation of existing
Ordinary Shares described above, any Shareholder would otherwise be
entitled to a fraction of a new Ordinary Share in respect of their
holding of existing Ordinary Shares at the Record Date, such
fractions shall be aggregated with the fractions of new Ordinary
Shares and sold in the market. The costs (including the associated
professional fees and expenses) that would be incurred in
distributing such proceeds to the Fractional Shareholders are
likely to exceed the total net proceeds distributable to such
Fractional Shareholders. The Board has consequently decided that
proceeds arising from the sale of new Ordinary Shares formed by the
aggregation of fractions of new Ordinary Shares will be retained
for the benefit of the Company.
Share Certificates
Assuming that Resolutions 1 to 3 - which effect the
reorganisation of share capital - are approved by Shareholders, new
share certificates will be issued within 10 business days following
the GM. The record date for the share capital reorganisation will
be 4.30p.m. on the date of the GM or any adjourned GM. The new
ordinary shares are expected to be admitted to AIM at 8 a.m. on 3
November 2015 with CREST accounts credited as early as practicable
on that date. Following the Share Consolidation, the Company's new
SEDOL code will be BYZ9Z481 and its new ISIN code will be
GB00BYZ9Z481.
Effects of the Share Consolidation on Share Options and
Warrants
The rules of the Share Options Plans and terms of the Warrant
Instrument executed by the Company in June 2013 provide that in the
event of any consolidation of the share capital of the Company,
then the number of shares subject to the Share Option Plan or
Warrant and/or the exercise price payable on exercise of an Option
or Warrant shall be adjusted accordingly to reflect the
concentrative effect of the relevant share consolidation.
Action to be Taken
Shareholders will find a form of proxy enclosed for use at the
General Meeting. Whether or not you intend to be present at the
General Meeting, you are requested to complete and return the form
of proxy (together with a power of attorney or other authority (if
any) under which it is signed or a notarially certified copy of
such authority) must be deposited at the Company's registrars SLC
Registrars, 42-50 Hersham Road, Walton on Thames, Surrey KT12 1RZ,
not later than 48 hours prior to the time fixed for the meeting. A
form of proxy is enclosed for this notice, completion of the form
of proxy will not preclude an ordinary shareholder from attending
or voting in person.
Recommendation
(MORE TO FOLLOW) Dow Jones Newswires
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