3 February
2017
FORMATION GROUP
PLC
('Formation' or the 'Company')
Notice of Annual
General Meeting; Proposed Consolidation
Formation Group PLC (NEX: FRM), the property development and
project management company, announces that printed copies
of its Annual Report for the year ended 31
August 2016 are being distributed to shareholders today,
together with the Notice of Annual General Meeting (the
'Notice').
The Company's Annual General Meeting will be held at 11
am on Monday, 27 February 2016
at the offices of Formation Group PLC, 2nd Floor,
Oakwood House, 414-422 Hackney Road,
London, E2 7SY.
Proposed Consolidation
Resolution 6 at the Annual General Meeting, which will be
proposed as a special resolution, seeks to consolidate the shares
in the Company in order to have a number of shares in issue which
is more appropriate for a company of the Company's size.
Additionally, the Company believes that having a smaller and more
streamlined shareholding which is more in keeping with other NEX
Exchange Growth Market companies, will ensure the Company remains
attractive to outside investors as the Company seeks to grow and
develop the business over the coming year.
On 1 February 2017, being the last
practicable date before the publication of the Notice, the Company
has 220,515,112 ordinary shares of £0.01 each ("Existing Ordinary
Shares") in issue. It is proposed that the Company consolidate
these shares, so that for every 5 Existing Ordinary Shares these
will be consolidated into 1 new ordinary share of £0.05 (a "New
Ordinary Share") ("Share Consolidation").
If this resolution is passed, shareholders will still hold the
same proportion of the Company’s ordinary share capital as before
the Share Consolidation (save in respect of the minimal number of
Existing Ordinary Shares to be allotted to make the number of
Existing Ordinary Shares exactly divisible by 5). Other than a
change in nominal value, the New Ordinary Shares will carry
equivalent rights under the Company's articles of association to
the Existing Ordinary Shares.
Application will be made for the New Ordinary Shares to be
admitted to trading on the NEX Exchange Growth Market in place of
the Existing Ordinary Shares. Subject to the shareholder approval
of resolution 6, it is expected that admission will become
effective and that dealings in the New Ordinary Shares on the NEX
Exchange Growth Market will commence on 28
February 2017.
Existing share certificates will cease to be valid following the
Share Consolidation. New share certificates are expected to be
issued by 7 March 2017.
Shareholders who hold their Existing Ordinary Shares in
uncertificated form are expected to have their CREST accounts
credited with the New Ordinary Shares on 28
February 2017.
Unless a Shareholder’s entitlement is for an exact number of New
Ordinary Shares, a right to a fractional entitlement of a New
Ordinary Shares will arise following the Share Consolidation.
Should fractions of shares become attributable to members, the
Directors of the Company shall deal with fractions of shares on
behalf of the members, in accordance with the ways prescribed in
the Company's articles of association. Accordingly, any fractional
entitlements arising from the Share Consolidation will be
aggregated and sold in the market and the net proceeds will be
donated to a charity designated by the Board of Directors.
The Record Time and Date for the Share Consolidation is
6 pm on Monday, 27 February 2017 and the ISIN Number for the New
Ordinary Shares will be GB00BYXQZ969.
An electronic copy of the Annual Report for the year ended
31 August 2016 and the Notice of
Annual General Meeting are available from the Company's website at
www.formationgroupplc.com.
Enquiries:
Formation Group
plc
David Kennedy, Chief Executive Officer |
Tel: +44 (0) 20 7920
7590 |
Peterhouse Corporate Finance
Limited (Corporate Adviser) |
Tel: +44 (0) 20 7469
0930 |
Mark Anwyl and Fungai Ndoro
Formation Group Plc (NEX: FRM), headquartered in East London, is an NEX Exchange Growth Market
traded Company focused on property development and project
management services for medium and large scale building projects in
London and the City periphery.
The Company’s portfolio includes both new build and conversion
projects, and is also diversified through a limited exposure to
commercial work and the rental sector.
The management team combines significant Plc experience with
property expertise. The Company is well positioned to exploit a
buoyant London residential
property market, and believes that the newly added property
development division will form a substantial part of its
profitability in the future.