TIDMMHC
RNS Number : 8363G
MyHealthChecked PLC
18 November 2022
MyHealthChecked PLC
( " MyHealthChecked " or the "Company " )
Proposed Capital Reduction and Notice of GM
MyHealthChecked PLC (AIM: MHC), the consumer home-testing
healthcare company, announces that it will today post a circular to
shareholders detailing the Board's proposal of a capital reduction
to create distributable reserves . The Circular will also contain
the Notice of General Meeting to be held on 6 December 2022.
A copy of the Circular and Notice of General Meeting will be
available on the Company's website: www.myhealthcheckedplc.com
later today . Extracts from the Circular are set out below:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Posting of the Circular and the 18 November 2022
form of proxy
Latest time and date for receipt 11.00 a.m. on 2 December 2022
of forms of proxy for the General
Meeting
General Meeting 11.00 a.m. on 6 December 2022
Announcement of the result of 6 December 2022
the General Meeting
Expected date for the Court Hearing on or around 17 January 2023
to confirm the Capital Reduction
Expected Effective Date of the on or around 18 January 2023
Capital Reduction
DEFINITIONS
The following definitions apply throughout this document, unless
the context requires otherwise.
"Act" Companies Act 2006
"AIM" the market of that name operated by London
Stock Exchange plc
---------------------------------------------
"AIM Rules" the AIM Rules for Companies whose securities
are traded on AIM, as published by the
London Stock Exchange from time to time
---------------------------------------------
"Articles" the Company's articles of association
---------------------------------------------
"Board" or "Directors" the directors of the Company at the date
of this Document
---------------------------------------------
"Capital Redemption the capital redemption reserve of the
Reserve" Company
---------------------------------------------
"Capital Reduction" the proposed reduction of the share capital
of the Company under section 641 of the
Act, involving the cancellation of all
the Deferred Shares, the Share Premium
Account and the Capital Redemption Reserve
---------------------------------------------
"Circular" or "Document" this document dated 18 November 2022
---------------------------------------------
"Company" MyHealthChecked PLC, a company registered
in England and Wales with registered number
06573154
---------------------------------------------
"Court Hearing" the hearing by the High Court of the claim
form to confirm the Capital Reduction
under section 648 of the Act;
---------------------------------------------
"Court Order" the order of the High Court confirming
the Capital Reduction;
---------------------------------------------
"Deferred Shares" the 264,946,675 deferred shares of 2.4p
each in the capital of the Company
---------------------------------------------
"Effective Date" expected to be on or around 18 January
2023
---------------------------------------------
"form of proxy" the form of proxy accompanying this Document
(or otherwise available) for use at the
General Meeting
---------------------------------------------
"General Meeting" or the General Meeting of Shareholders to
"GM" be held at 11.00 a.m. on 6 December 2022
and any adjournment thereof, to consider
and, if thought fit, pass the Resolutions,
notice of which is set out at the end
of this document
---------------------------------------------
"High Court" the High Court of Justice in England and
Wales
---------------------------------------------
"London Stock Exchange" London Stock Exchange plc
---------------------------------------------
"Ordinary Shares" the 780,088,967 ordinary shares of 0.1p
each in the capital of the Company in
issue at the date of this document, which
are admitted to trading on AIM
---------------------------------------------
"Proposals" the proposals set out in this Document
which Shareholders are being asked to
consider and, if thought fit, approve,
comprising (i) the Capital Reduction,
(ii) the alteration of the Articles and
(iii) the authorisation of the Company
to acquire its own shares
---------------------------------------------
" Registrar of Companies the Registrar of Companies in England
" and Wales, within the meaning of the Act
;
---------------------------------------------
"Resolutions" the resolutions set out in the notice
of General Meeting
---------------------------------------------
"Shareholders" holders of Ordinary Shares in the Company
from time to time
---------------------------------------------
"Share Premium Account" the share premium account of the Company
---------------------------------------------
"Sterling" or "GBP" the lawful currency of the UK
---------------------------------------------
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
---------------------------------------------
1. Introduction
I am writing to you to set out the details of your Board's
proposal to effect a reduction of the share capital of the Company,
involving the cancellation of all the Deferred Shares, the Share
Premium Account and the Capital Redemption Reserve. The purpose of
the Capital Reduction is to create distributable reserves. In
addition, the Board proposes to seek authority from Shareholders
for the Company to make market purchases of its own Ordinary Shares
when it is appropriate to do so.
The purpose of this document is to provide you with details of
the Proposals and the Resolutions to be proposed to Shareholders at
the forthcoming General Meeting. The formal Notice of General
Meeting is set out at the end of this document and a form of proxy
is also enclosed for you to complete, sign and return.
2. Background to and reasons for the Proposals and the General Meeting
Capital Reduction
As at 31 December 2021, the Company had retained losses of
GBP16,080,004 and continues to have a negative distributable
reserves position meaning that it is unable to declare dividends or
make distributions to Shareholders or buy back its Ordinary
Shares.
The Company has 264,946,675 deferred shares of 2.4p each in
issue which arose on a previous share capital reorganisation.
Although the aggregate nominal value of the Deferred Shares is
GBP6,358,720.20, they do not have any tangible value and the
Company proposes to cancel all the Deferred Shares. This share
capital account constitutes a non-distributable reserve for the
purposes of the Act. The Company is therefore seeking the approval
of Shareholders to cancel all the Deferred Shares.
The Company has built up a substantial Share Premium Account
through the issue of shares for cash at values in excess of the
nominal value of those shares. As at the date of this document, the
balance standing to the credit of the Share Premium Account is
GBP16,887,577.76. The Share Premium Account constitutes a
non-distributable reserve for the purposes of the Act.
In addition, the Company has built up a Capital Redemption
Reserve through the redemption of an earlier series of deferred
shares. As at the date of this document, the balance standing to
the credit of the Capital Redemption Reserve is GBP1,814,673.69.
The Capital Redemption Reserve constitutes a non-distributable
reserve for the purposes of the Act.
The Company is therefore seeking the approval of Shareholders to
cancel the Share Premium Account and Capital Redemption Reserve
which, subject to the confirmation of the High Court, and together
with the cancellation of the Deferred Shares, will enable the
Company to eliminate the retained losses and create distributable
reserves equal to the balance.
The distributable reserves will be available for the Directors
to use for the purposes of paying dividends, should circumstances
in the future make it desirable to do so.
Further details of the Capital Reduction are set out in
paragraphs 3 , 4 and 5 below.
Buy-back Authority
The Company holds surplus cash resources which are not required
in the normal day-to-day management of its business so the
Directors intend to use the authority granted by Resolution 3 to
make market purchases of Ordinary Shares when it is appropriate to
do so.
If passed, Resolution 3 will give authority for the Company to
purchase up to 78 million of its Ordinary Shares, representing
approximately 10 per cent. of the issued share capital of the
Company. Resolution 3 specifies the minimum and maximum prices
which may be paid for any Ordinary Shares purchased under the
authority. The authority will expire on the earlier of the date
falling 15 months from the date of the passing of Resolution 3 and
the conclusion of the Company's next annual general meeting.
The Company may either cancel any Ordinary Shares it purchases
under the authority granted by Resolution 3 or transfer them into
treasury (and subsequently sell or transfer them out of treasury or
cancel them). The Directors currently intend to cancel all shares
purchased under the authority granted by Resolution 3.
The Directors will only exercise the authority to purchase
Ordinary Shares where they consider that such purchases will be in
the best interests of Shareholders generally and will result in an
increase in earnings per Ordinary Share.
3. Capital Reduction - Deferred Shares, Share Premium Account and Capital Redemption Reserve
The aggregate nominal value of any shares forms part of the
capital of any company. Share premium is treated as part of the
capital of a company and arises on the issue by a company of shares
at a premium to their nominal value. The premium element is
credited to the share premium account. Likewise, on a redemption or
buy back of shares by a company an amount equal to the nominal
value of the redeemed or bought back shares is credited to the
capital redemption reserve.
The share capital account, the share premium account and the
capital redemption reserve are non-distributable capital reserves
and a company's ability to use any amount credited to those
reserves is limited by the Act. However, with the approval of its
shareholders by way of a special resolution and subsequent
confirmation by the High Court, a company may reduce or cancel its
shares, its share premium account and its capital redemption
reserve and in certain circumstances either return all or part of
the sum arising to shareholders as a return of capital, or credit
some or all of such sum arising to its profit and loss account.
To the extent that the release of such a sum from the
cancellation of shares, a share premium account and/or a capital
redemption reserve creates or increases a credit on the profit and
loss account, that sum represents a company's distributable
reserves.
As mentioned above, the cancellation of the Deferred Shares, the
Share Premium Account and the Capital Redemption Reserve will
eliminate the Company's retained losses and create distributable
reserves equal to the balance.
4. Capital Reduction - Procedure
In order to effect the Capital Reduction, the Company firstly
requires the authority of its Shareholders by the passing of
Resolution 1 at the General Meeting to approve the cancellation of
the Deferred Shares, the Share Premium Account and the Capital
Redemption Reserve.
Secondly, the Capital Reduction must be confirmed by the High
Court, to which the Company will make an application if Resolution
1 is passed. The Court Hearing to confirm the Capital Reduction is
expected to be held on or around 17 January 2023. Shareholders will
have the right to attend the Court Hearing in person or through
counsel or other suitably qualified persons to support or oppose
the sanction of the Capital Reduction.
The Capital Reduction will then take effect when the Court Order
confirming it, and a statement of capital approved by the High
Court, have been delivered to and registered by the Registrar of
Companies. The Effective Date of the Capital Reduction is currently
expected to be on or around 18 January 2023. That date is likely to
be within a few working days after the Court Hearing, which is
currently expected to be on or around 17 January 2023.
In order to approve the Capital Reduction, the High Court will
need to be satisfied that the interests of the Company's creditors
will not be prejudiced by the Capital Reduction. There is a
possibility that the Company may be required to give undertakings
or other forms of creditor protection for the benefit of the
Company's creditors at the date on which the Capital Reduction
becomes effective. These may include seeking the consent of the
creditors to the cancellation of the Deferred Shares, the Share
Premium Account and the Capital Redemption Reserve or the provision
by the Company to the High Court of an undertaking to deposit a sum
of money into a blocked account created for the purposes of
discharging creditors of the Company.
The Board reserves the right (where necessary by application to
the High Court) to abandon, discontinue or adjourn any application
to the High Court for confirmation of the Capital Reduction, and
hence the Capital Reduction itself, if the Board believes that the
terms required to obtain confirmation are unsatisfactory to the
Company or if as the result of any material unforeseen event the
Board considers that to continue with the Capital Reduction is
inappropriate or inadvisable.
5. Effect of the Capital Reduction
If approved by Shareholders and confirmed by the High Court, the
Capital Reduction will result in the creation of distributable
reserves which will allow the Company to make market purchases of
Ordinary Shares and to pay dividends in due course, should it be
appropriate or desirable to do so. The Capital Reduction will not
affect the number of Ordinary Shares in issue, the nominal value
per Ordinary Share or the voting or dividend rights of any
Shareholder.
6. General Meeting
Set out at the end of this document is a notice convening the
General Meeting to be held on 6 December 2022 at 11.00 a.m. in the
Malt Room at The Maltings, East Tyndall Street, Cardiff, CF24 5EA,
at which the Resolutions will be proposed for the purposes of
approving the Proposals.
7. Resolutions
A summary and brief explanation of the resolutions to be
proposed at the General Meeting is set out below. Please note that
this is not the full text of the Resolutions and you should read
this section in conjunction with the Resolutions contained in the
Notice at the end of this document. The following resolutions will
be proposed at the General Meeting:-
Resolution 1 , which will be proposed as a special resolution,
is to cancel the Deferred Shares, and the total amount standing to
the credit of the Share Premium Account and Capital Redemption
Reserve, being GBP25,060,971.65 in aggregate as at the date of this
document.
Resolution 2 , which will be proposed as a special resolution,
will alter the Articles to remove any reference to the Deferred
Shares and their associated rights.
Resolution 3 , which will also be proposed as a special
resolution, seeks authority for the Company to make market
purchases of its own Ordinary Shares.
As special resolutions, each Resolution requires votes in favour
representing 75 per cent. or more of the votes cast (in person or
by proxy) at the General Meeting in order to be passed.
8. Action to be taken by Shareholders
A form of proxy for use at the General Meeting is enclosed.
Whether or not you intend to be present at the General Meeting, you
are requested to complete, sign and return the form of proxy in
accordance with the instructions thereon to the Company's
Registrars at Neville House, Steelpark Road, Halesowen, West
Midlands B62 8HD, so as to arrive no later than 11.00 a.m. on 2
December 2022. The return of the form of proxy will not prevent you
from attending the General Meeting and voting in person should you
wish to do so.
If you hold your shares in uncertificated form in CREST you may
appoint a proxy or proxies by utilising the CREST electronic proxy
appointment service in accordance with the procedures described in
the CREST Manual as set out in the Notice of General Meeting at the
end of this document. Proxies submitted via CREST must be received
by Neville Registrars Limited (ID 7RA11) no later than 11.00 a.m.
on 2 December 2022. The appointment of a proxy using the CREST
electronic proxy appointment service will not preclude a
Shareholder from attending and voting in person at the General
Meeting should they wish to do so.
9. Board Recommendations
The Directors consider that all the proposals to be considered
at the General Meeting are in the best interests of the Company and
its shareholders as a whole and are most likely to promote the
success of the Company. Accordingly, the Directors unanimously
recommend that you vote in favour of the Resolutions to be proposed
at the General Meeting as they intend to do in respect of their own
beneficial holdings currently amounting to 1.88 per cent. of the
issued share capital of the Company.
For further information contact:
MyHealthChecked plc www.myhealthchecked.com
Penny McCormick, Chief Executive via Walbrook PR
Officer
SPARK Advisory Partners Limited Tel: +44 (0)20 3368 3550
(NOMAD)
Neil Baldwin
Oberon Capital Ltd (Broker) Tel: +44 (0)20 3179 5344
Mike Seabrook mikeseabrook@oberoninvestments.com
Walbrook PR Ltd (Media Tel: +44 (0)20 7933 8780 or myhealthcheckedplc@walbrookpr.com
& IR)
Paul McManus / Alice Woodings Mob: +44 (0)7980 541 893 / +44
(0)7407 804 654
About MyHealthChecked PLC ( www.myhealthcheckedplc.com )
MyHealthChecked PLC, based in Cardiff, is an AIM-quoted
pioneering UK healthcare company focused on a range of at-home
healthcare and wellness tests.
MyHealthChecked is the umbrella brand of a range of at-home DNA
and RNA tests that have been developed following the acquisition of
The Genome Store in November 2020. The tests are available online,
and in some cases, for over-the-counter purchase.
The MyHealthChecked portfolio has been identified as part of a
change in mindset as customers become more familiar with the
concept of accessible healthcare in the growing at home testing kit
market with a focus on accessibility at the right price, led by
UK-based experts.
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END
NOGBKOBKDBDBBDD
(END) Dow Jones Newswires
November 18, 2022 02:00 ET (07:00 GMT)
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