TIDMJIM
RNS Number : 8233B
Jarvis Securities plc
13 October 2020
13 October 2020
Jarvis Securities plc
("Jarvis" or "the Company")
Capital Reorganisation and Notice of Extraordinary General
Meeting
Jarvis Securities plc (AIM:JIM.L), the holding company for
Jarvis Investment Management Limited, a stock broking company and
outsourced service provider for bespoke tailored financial
administration, announces that the circular (the "Circular")
concerning the proposed subdivision of existing ordinary shares
will be posted to its shareholders today and a copy will be
available on its website.
It is proposed that a resolution ("Resolution") will be put to
the Extraordinary General Meeting to subdivide each of the
Company's issued and unissued ordinary shares of GBP0.01 each into
4 ordinary shares of GBP0.0025 each ("New Ordinary Shares")
("Subdivision").
The Directors of the Company are proposing a sub-division of
existing ordinary shares in order to make the Company's shares more
accessible to smaller investors therefore improve the liquidity of
the market in the Company's shares.
The Extraordinary General Meeting (the "EGM") is to be held on
29 October 2020 at 9am at 78 Mount Ephraim, Royal Tunbridge Wells
TN4 8BS for the purpose of seeking Shareholders' approval to the
Resolution. During the Covid-19 pandemic, the UK Government has
introduced new laws to prevent individuals engaging in
non-essential travel and attending public gatherings of more than
six people, save where essential for work purposes. Having taken
legal advice, the Board has concluded that, in these exceptional
circumstances and for as long as the current restrictions remain in
place, shareholders should not be permitted to attend the
Extraordinary General Meeting but instead will be asked to vote by
proxy by appointing the Chairman of the meeting as their proxy. The
Board has arranged for three persons to be physically present at
the Extraordinary General Meeting to meet the quorum obligations
under the Company's articles of association but other than these
individuals, no other shareholders will be allowed to attend.
Enquiries
Jarvis Securities plc
Andrew Grant
Jolyon Head 0189 251 0515
WH Ireland Limited
Katy Mitchell
Darshan Patel 0207 220 1666
Additional Information
Extraordinary General Meeting
The Notice of Extraordinary General Meeting is set out in the
Circular. A summary of both the Resolution and the background
details for why it is being proposed is set out in the following
paragraphs.
Subdivision
Background
Although the existing ordinary shares of the Company have a par
value of GBP0.01 each ("Existing Ordinary Shares"), the average
market price per Existing Ordinary Share during the past 12 months
has exceeded GBP5.11. As at 12 October 2020 (being the latest
practicable date prior to publication of this letter), the
Company's issued share capital was GBP111,827.50 comprising
11,182,750 Existing Ordinary Shares with a market capitalisation of
approximately GBP61,616,952.
The Board believes that the Subdivision of each Existing
Ordinary Share of GBP0.01 each into 4 New Ordinary Shares of
GBP0.0025 each would benefit all Shareholders.
The Directors believe that the Subdivision will make the
Company's shares more accessible to smaller investors by reducing
the average share price by a factor of four and should therefore
improve the liquidity of the market in the Company's shares.
Effect of the Subdivision
The Subdivision will result in shareholders holding 4 New
Ordinary Shares for each Existing Ordinary Share they held
immediately prior to the Subdivision.
Upon the Subdivision, each Shareholder will hold 4 times as many
Ordinary Shares as before, however, each Shareholders proportionate
interest in the Company's issued share capital will remain the
same. Each New Ordinary Share will carry the same rights and
entitlements as the Existing Ordinary Shares, as set out in the
Current Memorandum and Articles (subject to Resolution 2 and the
adoption of the New Memorandum and Articles). The New Ordinary
Shares will rank equally with each other. No fractional
entitlements will be created by the Subdivision.
If the Resolution which will be proposed as an ordinary
resolution, is passed by the Shareholders at the Extraordinary
General Meeting, it is expected that the Subdivision will become
effective in accordance with the expected timetable of principal
events set out at the end of this announcement (that is, the same
business day on which the Resolution is passed by the Shareholders)
and the market price of each New Ordinary Share should become one
quarter the price of an Existing Ordinary Share. Accordingly,
Shareholders should note that, subject to market movements, the
aggregate value of their shareholding in the Company should remain
the same immediately before and immediately after the Subdivision.
In addition, the Subdivision itself will not have any impact on the
Company's net assets as no change in the total aggregate par value
of the company's issued share capital will occur.
Immediately following the Subdivision, and assuming no share
options are exercised after 12 October 2020, being the latest
practicable date prior to the publication of the Circular, the
Company's issued share capital will comprise 44,731,000 New
Ordinary Shares of GBP0.0025 each.
Settlement
The subdivision is conditional upon the passing of the
Resolution by the Shareholders. An application will be made to the
London Stock Exchange for the Admission. Trading on AIM for the
Existing Ordinary shares (under ISIN GB00B013J330) is expected to
close at 4:30 p.m. on 29 October. Trading in the New Ordinary
Shares is expected to commence at 8:00 a.m. on 30 October 2020
under new ISIN GB00BKS9NN22 and SEDOL code BKS9NN2.
Following the Subdivision becoming effective, share certificates
(for those Shareholders who hold their Existing Ordinary Shares in
certificated form) will cease to be valid and will be cancelled.
New share certificates (for those Shareholders who held their
Existing Ordinary Shares in certificated form) in respect of the
New Ordinary Shares will be issued by the Company's registrar,
Share Registrars Limited, and are expected to be despatched by no
later than 13 November 2020. Share certificates in respect of
Existing Ordinary Shares should be destroyed on receipt of such new
share certificates. No temporary documents of title will be
issued.
For holdings in uncertificated form, it is expected that CREST
accounts would be credited with Depositary Interests representing
the New Ordinary Shares as soon as practicable on 30 October
2020.
Tax consequences
The following is intended only as a general guide to certain
limited aspects of the UK tax position of Shareholders who are
resident in the UK for a tax purpose and who hold their shares in
the Company beneficially as an investment (and not as securities to
be realised in the course of a trade). Shareholders in any doubt as
to their tax position or subject to tax in any jurisdiction other
than the UK should consult their duly authorised professional
advisor without delay.
The proposed Subdivision should constitute a reorganisation of
the Company's share capital for UK capital gains tax purposes.
Therefore, to the extent that a shareholder receives New Ordinary
Shares in exchange for Existing Ordinary Shares under the proposed
Subdivision, such Shareholder should not generally be treated as
making a disposal of any Existing Ordinary Shares. The New Ordinary
Shares should (for UK capital gains tax purposes) be treated as the
same asset as, and as having been acquired at the same time and for
the same aggregate cost as, the holding of Existing Ordinary Shares
from which they derive.
A subsequent disposal of the New Ordinary Shares may, depending
on individual circumstances (including the availability of
exemptions, reliefs and allowable losses), give rise to a liability
to UK tax on capital gains. Any chargeable gain or allowable loss
on a disposal of the New Ordinary Shares should be calculated
taking into account the allowable expenditure of the holder in
acquiring their Existing Ordinary Shares by reference to the market
value of the New Ordinary Shares on the first day on which market
value or prices are quoted or published for the New Ordinary
Shares.
No liability to stamp duty or stamp duty reserve tax should be
incurred by the holder of Existing Ordinary Shares as a result of
the proposed Subdivision.
Action to be Taken
A Form of Proxy is enclosed in the circular for use by
Shareholders at the Extraordinary General Meeting.
Because of the limitations on attendance at the Extraordinary
General Meeting, Shareholders are urged to complete, sign and
return the Form of Proxy, together with the power of attorney or
other authority (if any) under which it is signed, or a certified
copy of such power or authority, to the Company's Registrars, Share
Registrars Ltd as soon as possible and in any event so as to be
received by no later than 9am on Wednesday 27 October 2020.
Shareholders should appoint the Chair of the Meeting as their
proxy. If a shareholder appoints someone else as their proxy,
unless circumstances change, that proxy will not be able to attend
the Extraordinary General Meeting in person or cast the
shareholder's vote.
Directors' Recommendation
The Directors consider that the Resolution is in the best
interests of the Company and its Shareholders as a whole and the
Directors unanimously recommend Shareholders to vote in favour of
the Resolution to be proposed at the Extraordinary General Meeting
as they intend to do in respect of their own shareholdings
representing, in aggregate, 30.46 per cent. of the issued Ordinary
Share capital of the Company.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Despatch of the Circular, the Notice of Extraordinary 13 October 2020
General Meeting and the Form of Proxy:
Latest time for lodging transfer documents 9am 27 October
in order to attend and vote at the Extraordinary 2020
General Meeting:
Latest time and date for receipt of completed 9am 27 October
Forms of Proxy: 2020
Extraordinary General Meeting: 9am 29 October
2020
Latest time and date for dealing in the Existing 6pm 29 October
Ordinary Shares: 2020
Record date for the Subdivision: 29 October 2020
Effective date of the Subdivision: 6pm 29 October
2020
Admission and first day of dealings in the 8am 30 October
New Ordinary Shares: 2020
Depositary Interests credited to CREST accounts: As soon as practicable
after 8:00 a.m.
on 30 October
2020
Despatch of share certificates for New Ordinary By no later than
Shares: 13 November 2020
Notes :
All of the times referred to in this announcement are to London
time unless otherwise stated.
The timing of the events in the above timetable and in the rest
of this announcement are indicative only and may be subject to
change .
STATISTICS
Number of Ordinary Shares prior to
the Subdivision 11,182,750
Number of New Ordinary Shares after 44,731,000 (4 New Ordinary
the Subdivision Shares issued for every
1 Ordinary Share held)
ISIN for the New Ordinary Shares GB00BKS9NN22
SEDOL for the New Ordinary Shares BKS9NN2
DEFINITIONS
"Admission" admission to trading on AIM of the New
Ordinary Shares arising from the Subdivision;
"AIM" AIM, the market of that name operated
by London Stock Exchange;
"AIM Rules" the rules and guidance for companies
whose shares are admitted to trading
on AIM entitled "AIM Rules for Companies"
published by the London Stock Exchange,
as amended from time to time;
"Company" Jarvis Securities Plc;
"CREST" an electronic settlement system for
United Kingdom and Irish securities
operated by Euroclear UK & Ireland Limited
for the paperless settlement of securities
in uncertificated form;
"Existing Ordinary Shares" the fully paid ordinary shares in the
capital of the Company prior to the
Subdivision taking effect, which have
a par value of GBP0.01 each, and "Existing
Ordinary Share" means any one of them;
"Extraordinary General the extraordinary general meeting of
Meeting" the Company convened on 29 October 2020,
notice of which is set out in the Circular;
"Form of Proxy" the form of proxy enclosed in the Circular
for use by shareholders that hold Shares
in connection with the Extraordinary
General Meeting;
"Group" the Company and its subsidiaries;
"ISIN" International Securities Identification
Number;
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" the fully paid ordinary shares in the
capital of the Company which will have
a par value of GBP0.0025 each following
the Subdivision having taken effect,
and "New Ordinary Share" means any one
of them;
"Notice of Extraordinary the notice of the Extraordinary General
General Meeting" Meeting which is set out in the Circular;
"Ordinary Shares" Existing Ordinary Shares or New Ordinary
Shares (as the context permits);
"Resolution" the resolution set out in the Notice
of Extraordinary General Meeting;
"RIS" Regulatory Information Service;
"SEDOL" the Stock Exchange Daily Offering List;
"Shareholders" the holder or holders of Ordinary Shares;
"Subdivision" the proposed subdivision of each of
the Company's issued and unissued ordinary
shares of GBP0.01 each into 4 New Ordinary
Shares;
"UK" the United Kingdom of Great Britain
and Northern Ireland;
###
END
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