TIDMRAM
RNS Number : 6324R
RAM Active Media PLC
21 November 2012
RAM Active Media PLC
RAM ACTIVE MEDIA PLC
("RAM" or the "Company")
Notice of General Meeting
Capital Reorganisation
21(th) November 2012
RAM ACTIVE MEDIA PLC ("RAM" or the "Company")
RAM announces that an invitation to a General Meeting of the
shareholders of RAM has been posted to shareholders today. The
meeting is to be held on 10 December 2012 at 2(nd) Floor Suite, 30
Clarendon Road, Watford, Hertfordshire, WD17 1JJ at 11.00 am. The
meeting is proposed to, inter alia, approve a capital
reorganisation to enable the fundraising and investment envisaged
under the Stream Heads of Terms (announced elsewhere today) to go
ahead. The capital reorganisation will include a 1:10 consolidation
of ordinary shares and a subsequent reorganisation of the resultant
consolidated shares into 1 ordinary share of 0.01 pence nominal
value and one deferred share of 9.99 pence nominal value. As a
result, a shareholder will receive 1 new ordinary share of 0.01p
for every 10 ordinary shares of 1p currently held.
Please see the below appendix for the full Notice of General
Meeting, details of the capital reorganisation and treatment of any
fractional shares arising from the consolidation.
RAM Active Media plc
Richard Prosser 0207 518 4303
Libertas Capital Corporate
Finance Limited
Sandy Jamieson, Thilo Hoffman 0207 569 9650
Lothbury Financial Services
Michael Padley/ Chris Roberts 0207 440 7620
Appendix: Notice of General Meeting and Letter from the
Chairman
Capital Reorganisation
Notice of General Meeting
1 Introduction
The Company's trading has improved in the second half of the
year and its network of screens has continued to grow. The Company
has been presented with additional opportunities but, in order to
take advantage of these, the Company requires further funding to be
raised in the short term. However, as the Company's shares are
currently trading around the nominal value of the shares, it makes
it very difficult for the Company to raise further funds.
In addition, the Board notes the wide spread in the price of the
Company's shares with individual market makers. The Board believes
that this spread is in part a function of the market price and that
the percentage spread would be smaller at a higher share price.
As a consequence, the Board believes that the prudent and
sensible approach is for the Company to undertake a share capital
re-organisation. The purpose of this letter is to set out the
details of this proposal and to convene a general meeting (notice
of which accompanies this letter) to seek shareholder approval for
the resolutions detailed in paragraph 4 below ("Resolutions").
2 Chairman's Statement
Your Board is requesting a general meeting ("General Meeting")
on 10 December 2012 to pass a series of resolutions designed: (i)
to enable a future capital raising tied into the Stream TV Network
Inc. ("Stream") joint venture announced today; (ii) to enable the
distribution of bonus warrants to shareholders (further details of
which are set out blow); and (iii) to rebase the share price to a
level more likely to attract institutional shareholders.
Your Company will need new capital to strengthen the balance
sheet and to complete the joint venture with Stream. The capital
raising is conditional on the outcome of the General Meeting and
the price per share of the placing ("Placing Price") will be set
after the General Meeting and the capital reorganisation has become
effective. The Company has expressions of interest from new
shareholders to assist in this, subject to the Resolutions being
approved. The Board is conscious of the dilution suffered by
shareholders in recent placings and of the lower share price. The
Board believes that the Company is at an exciting juncture and the
bonus warrants are therefore being issued to shareholders as a
means of enabling shareholders to participate in any future upside
alongside any new placees brought in. It is the intention of the
Board to exercise their own warrants in due course.
Shareholders will be issued with two warrant certificates. The
first certificate will be exercisable immediately after the placing
closes, for a 3 month period, at the Placing Price and issued on
the basis of 1 warrant for every 2 ordinary shares held after the
capital reorganisation. The second certificate will be issued on
the same basis as the first certificate but the exercise period
will be 12 months from the date the placing closes.
I am also announcing today that I intend to step down as
Executive Chairman and become a Non-Executive Director at the
general meeting. I have spent four years as an executive of the
Company but, with my work commitments elsewhere increasing, I
believe that it would be beneficial to the Company and myself to
reduce my involvement with the Company at this juncture. I shall,
however, continue to assist the executive management in whatever
capacity is required and remain committed to the Company's further
progress.
I am pleased to announce that David Binding will step into the
role as Non-Executive Chairman. David has been assisting the group
significantly in recent times and his background should contribute
tremendously in the future development of the business.
3 Proposed Capital Reorganisation
It is proposed that the existing issued ordinary share capital
will be reorganised into ordinary shares and deferred shares
(further details of which are set out below). Whilst the impact on
the existing shareholdings is that the number of shares will
decrease by a factor of 10, the market price will increase by a
factor of 10. The following table shows an example:
Number of Market Market
shares Price Value
Holding of existing
ordinary shares 100,000 1p GBP1,000
Resultant holding
of ordinary shares 10,000 10p GBP1,000
Assuming the Resolutions are passed, the detailed stages in the
capital reorganisation are:
1. Every 10 existing ordinary shares of 1p ("1p Ordinary Share")
will be consolidated into one ordinary share of 10p ("10p Ordinary
Share");
2. each 10p Ordinary Share will be sub-divided into one ordinary
share of 0.01p ("Sub-divided Share") and one deferred share of
9.99p (having the same rights as the existing deferred shares of
9.99p each in the capital of the Company); and
3. each unissued ordinary share of 1p will be sub-divided into 100 ordinary shares of 0.01p.
As a consequence of the consolidation at stage 1 above, any
shareholder holding a number of ordinary shares not exactly
divisible by 10 ordinary shares will be left with a fractional
entitlement. Any fractions arising as a result of the consolidation
will be aggregated and sold in the market on behalf of the relevant
shareholders and, where the amount of the proceeds is GBP3.00 or
more for any relevant shareholder, the net proceeds of the sale
(after costs) will be returned to that shareholder in proportion to
their fractional entitlement. Proceeds of less than GBP3.00 will be
retained by the Company.
The Board notes that, at the current market price, the value of
a holding of 10 existing ordinary shares is just 10p. Given current
dealing costs, the Board believes that such holdings are
effectively uneconomic. In addition, there will be a benefit to the
Company as a result of the small reduction in the number of
shareholders in terms of lower registrar and mailing costs.
A shareholder will, of course, be free at any time on or before
10 December 2012 to acquire or sell such number of ordinary shares
as will result in their holding of ordinary shares being exactly
divisible by 10. In this event, that shareholder will not be left
with any fractional entitlements. However, all such transfers must
be registered with Capita Registrars, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU by close of business on 6 December
2012.
If any shareholder is in any doubt with regard to their current
shareholding in ordinary shares or have any queries on the capital
reorganisation then they should contact the Registrars, Capita
Registrars, on 0871 664 0321 or if calling from outside the UK +44
20 8639 3399. Calls to the Capita Registrars 0871 664 0321 number
are charged at 10 pence per minute (including VAT) plus any service
provider's network extras. Calls to the Capita Registrars +44 20
8639 3399 number from outside the UK are charged at applicable
international rates. Lines are open Monday to Friday 8.30 a.m. to
5.30 p.m. (London time). Different charges may apply to calls made
from mobile telephones and calls may be recorded and monitored
randomly for security and training purposes. Capita Registrars
cannot provide advice on the merits of the matter nor give any
financial, legal or tax advice.
The proposed capital reorganisation will not affect the rights
attaching to the ordinary shares of the Company, other than to
alter their nominal value. The proposed capital reorganisation will
not affect the voting rights of the holders of ordinary shares and
will be made by reference to holdings of ordinary shares on the
register of members as at the close of business on 5 December 2012.
A deferred share shall not entitle the holder thereof to receive
notice of or attend and vote at any general meeting of the Company
or to receive a dividend or other distribution. A deferred share
shall entitle to participate in any return of capital on a winding
up but only after the liabilities of the Company have been paid and
after payment of certain sums to the holders of ordinary shares.
Under the Company's articles of association, the Company has the
right to purchase deferred shares from all the shareholders for a
consideration of 0.001p per deferred share.
A CREST shareholder will have their CREST accounts credited with
their Sub-Divided Shares following their admission to AIM, which is
expected to take place on 11 December 2012 (see below). Each other
holder of New Ordinary Shares will be issued with a new share
certificate which will be despatched in the week commencing 17
December 2012.
Application will be made to the London Stock Exchange for the
Sub-Divided Shares to be admitted to trading on AIM. It is expected
that such admission will become effective and that dealings will
commence on 11 December 2012.
4 General Meeting
Accompanying this letter is the notice of convening the General
Meeting to be held at 2(nd) Floor Suite, 30 Clarendon Road,
Watford, Hertfordshire, WD17 1JJ on 10 December 2012 at 11.00 am,
at which the Resolutions described below, of which some are
inter-conditional, will be proposed ("GM Notice").
The GM Notice contains both ordinary resolutions (which require
the approval of a simple majority of shareholders who vote) and a
special resolution (which requires the approval of at least 75% of
shareholders who vote). Resolutions 1, 2, 3 will be proposed as
ordinary resolutions and Resolution 4 will be proposed as a special
resolution.
Resolution 1
This resolution 1 approves the consolidation of every 10
ordinary shares of 1p in the capital of the Company into 1 ordinary
share of 10p in the capital of the Company.
Resolution 2
This resolution 2 is subject to the passing of resolution 1 and
approves the sub-division and reclassification of the 1 ordinary
share of l0p each in the capital of the Company currently in issue
into 1 share of 0.01p and 1 deferred share of 9.99p in the capital
of the Company.
Resolution 3
This resolution 3 is subject to the passing of resolution 2 and
approves the sub-division of every unissued ordinary share of 1p in
the capital of the Company into 100 ordinary shares of 0.01p
each.
Resolution 4
This resolution 4 is subject to the passing of resolution 1 and
approves the sale of fractional share entitlements arising from the
consolidation of shares proposed under resolution 1 by the Company
on behalf of each shareholder who holds them, as permitted under
article 44 of the Company's articles of association, and to
authorise the Company to retain any sale proceeds of less than
GBP3.00 otherwise due to such shareholder (after deduction of costs
incurred by the Company in respect of such sale).
5 Action to be taken in respect of the General Meeting
A form of proxy for use at the General Meeting accompanies this
letter. The form of proxy should be completed and signed in
accordance with the instructions thereon and returned to the
Company's registrars, Capita Registrars, PSX, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU as soon as possible, but in any event so
as to be received by no later than 11am on 6 December 2012. The
completion and return of the form of proxy will not preclude a
shareholder from attending the General Meeting and voting in person
should he or she so wish.
6 Proposed timetable
Latest time and date for
6 December 2012 receipt of proxy forms
10 December 2012 Date of the meeting
5.30pm on 10 December Record date for the capital
2012 reorganisation
Admission of Sub-Divided
11 December 2012 Shares
CREST accounts credited with
11 December 2012 Sub-Divided Shares
Week commencing Certificates issued for Sub-Divided
17 December 2012 Shares to certified holders
Notes:
a) References to time in this letter are to London time.
b) If any of the above time or dates should change, the revised
times and/or dates will be notified to shareholders by an
announcement on RNS.
c) All events in the above timetable following the general
meeting are conditional upon approval by shareholders of the
resolutions to be proposed at the general meeting.
The Sub-Divided Shares will have the following ISIN number:
GB00B92FC877
7 Recommendation
The Directors unanimously consider the proposals set out in this
letter to be in the best interests of the Company and its
shareholders as a whole and accordingly unanimously recommend
shareholders to vote in favour of the Resolutions to be proposed at
the General Meeting.
Yours faithfully
Tim Baldwin
Executive Chairman
This information is provided by RNS
The company news service from the London Stock Exchange
END
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