Mobile Tornado Group PLC Notice of AGM and amendment to preference shares (0756Y)
September 04 2020 - 6:00AM
UK Regulatory
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RNS Number : 0756Y
Mobile Tornado Group PLC
04 September 2020
4 September 2020
Mobile Tornado Group plc
(" Mobile Tornado ", the " Company " or the " Group ")
Notice of AGM and amendment to preference shares
Mobile Tornado (AIM: MBT) the leading provider of instant
communication mobile solutions to the enterprise market, announces
that the Company has today sent notice of its annual general
meeting ("AGM") and forms of proxy to shareholders. A copy of the
AGM notice and proxy form is available on the Company's website,
www.mobiletornado.com.
The AGM will be held at 9 a.m. on 30 September 2020 at Cardale
House, Cardale Court, Beckwith Head Road, Harrogate, HG3 1RY.
Impact of Coronavirus (COVID-19) on the Annual General
Meeting
The Company is closely monitoring developments relating to the
current outbreak of COVID-19, including the related public health
guidance and legislation issued by the UK Government.
As provided for pursuant to the Corporate Insolvency and
Governance Act 2020, the AGM shall be held as a closed meeting and
shareholders and their proxies (other than the chair) will not be
able to attend. The Company will make arrangements to ensure that
the legal requirements to hold the AGM will satisfied through the
attendance of a minimum number of Directors or employees and the
format of the AGM will be purely functional.
Shareholders are therefore strongly encouraged to submit a proxy
vote in advance of the Annual General Meeting. Details on how to
submit your proxy vote by post are set out in the AGM notice.
This situation is constantly evolving, and the UK Government may
change current restrictions or implement further measures relating
to the holding of general meetings during the affected period. Any
changes to the Annual General Meeting will be communicated to
shareholders before the Annual General Meeting through our website
and, where appropriate, by RIS announcement.
Extension to preference shares redemption date
The Company currently has indebtedness to InTechnology plc
("InTechnology") of GBP9.4 million, consisting of: GBP5.7 million
of redeemable preference shares (the "Preference Shares"); GBP0.9
million of accrued preference share coupon and interest; GBP2.1
million of short term borrowings; and a current account,
representing primarily rent and service fees due to InTechnology,
of GBP0.7 million. The Preference Shares currently have a
redemption date of 31 December 2020.
The Company and InTechnology have today agreed to an extension
to the redemption date of the Preference Shares from 31 December
2020 until 31 December 2021. This extension will require a minor
amendment to the Company's articles of association and will
therefore be subject to shareholder approval. The AGM notice
contains details of a special resolution to make the appropriate
amendments to the articles. All other terms of the Preference
Shares will remain the same and they will continue to accrue
interest at a rate of 10% per annum.
As InTechnology is a substantial shareholder in the Company (as
defined in the AIM Rules for Companies ("AIM Rules")), the
extension to the redemption date of the Preference Shares
constitutes a related party transaction under the AIM Rules. The
Directors of the Company (save for Peter Wilkinson, who is a
controlling shareholder of InTechnology), having consulted with the
Company's nominated adviser, Allenby Capital Limited, consider the
extension of the redemption date to be fair and reasonable insofar
as the Company's shareholders are concerned.
Enquiries:
Mobile Tornado Group plc +44 (0)7734 475 888
Jeremy Fenn, Chairman www.mobiletornado.com
Allenby Capital Limited (Nominated Adviser
& Broker) +44 (0)20 3328 5656
James Reeve / James Hornigold
Walbrook PR Ltd +44 (0)20 7933 8780
Nick Rome mobiletornado@walbrookpr.com
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