Thalassa Holdings Limited Issue of Preference Shares & Amendment to Articles (9126C)
04 Outubro 2018 - 3:00AM
UK Regulatory
TIDMTHAL
RNS Number : 9126C
Thalassa Holdings Limited
04 October 2018
Thalassa Holdings Ltd
(Reuters: THAL.L, Bloomberg: THAL:LN)
("Thalassa" or the "Company")
Issue of Preference Shares and
Amendment to Company's Memorandum and Articles of
Association
This announcement contains inside information for the purposes
of Article 7 of Regulation 596/2014.
The Company announces that one preference share ("Preference
Share") has been issued for each ordinary share held in the capital
of the Company registered in the name of a shareholder as at the
record date of 30 September 2018 ("Record Date"). Further, pursuant
to and in accordance with article 109 of the Company's articles of
association, a resolution was passed by the directors of the
Company on 1 October 2018 approving a revised memorandum and
articles of association ("Amended Articles") which incorporate the
rights attaching to the Preference Shares summarised below. The
Amended Articles have been subsequently adopted by the Company and
a copy will be available on Thalassa's website at
http://thalassaholdingsltd.com/company-documents.htm.
Each shareholder of the Company has been issued with one
Preference Share for each ordinary share held in Thalassa as at the
Record Date. The key features of the Preference Shares are that (i)
they are unquoted; (ii) they are uncertificated; (iii) they are
non-transferable (meaning both that the Preference Share is not
transferable or tradeable itself and, in the event a shareholder
disposes of any ordinary share, the corresponding Preference Share
will be cancelled and will not be transferred to the transferee of
such ordinary share); and (iv) they are without any shareholder
rights (including as to any return on a winding up or other
realization event for the Company) other than so as to provide the
shareholder holding such Preference Share with 10 votes per share
in addition to his existing one vote per ordinary share.
The Amended Articles incorporate amendments to clause 7 of the
memorandum of association of the Company, as well as articles 14,
18, 20, 23 and 43 to reflect the above.
The Company's registrar, Link Asset Services, will send a letter
to each shareholder on Thalassa's register as at the Record Date
confirming the issue of Preference Shares and that shareholder's
entitlement to Preference Shares.
The Company advises that the total number of ordinary shares of
the Company in issue remains at 25,567,522, including those
ordinary shares held in treasury.
The total number of ordinary shares in issue (excluding those
held in treasury) at the date of this RNS is 18,574,775 each with
one vote. The ordinary shares retain 100% of the economic rights of
the Company, both in respect of dividends, buy backs, in
liquidation or any other corporate event such as the sale of the
Company.
The total number of preference shares outstanding at the date of
this RNS is 18,574,775 with 10 votes each but no economic value, or
a total of 185,747,750 voting rights.
Total voting rights in the Company are currently
204,322,525.
The aggregate figure of 204,322,525 represents the total voting
rights in the Company that may be used by shareholders as the
denominator for the calculations by which they can determine if
they are required to notify their interest in, or a change to their
interest in, the voting rights of the Company. The total voting
right will be updated and published on a monthly basis to reflect
cancellation of Preference Shares in conjunction with the sale of
corresponding ordinary shares.
Contacts:
Thalassa Holdings Ltd:
Duncan Soukup, Executive Chairman +33 (0)6 78 63 26 89
WH Ireland Limited (Nominated adviser):
Chris Fielding, Managing Director, Corporate Finance 020 7220 1650
www.thalassaholdingsltd.com
Notes to Editor:
Thalassa Holdings Ltd, incorporated and registered in the BVI
and quoted on AIM, is a holding company with various interests
across a number of industries.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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