TIDMDODS
RNS Number : 1782U
Dods Group PLC
01 April 2021
1 April 2021
Dods Group plc
("Dods", the "Company" or "the Group")
Posting of Circular and Notice of General Meeting
Further to the Company's announcement of 30(th) March 2021, Dods
Group Plc (AIM:DODS) announces that it is today sending a circular
to shareholders (the "Circular") setting out details of the
proposed change of name and share capital reorganisation. The
Circular includes a notice of General Meeting to be held at 11am on
16(th) April 2021 at 11th Floor, The Shard, 32 London Bridge
Street, London SE1 9SG.
In accordance with recent Government legislation and related
restrictions in response to COVID-19, and to minimise public health
risks, Shareholders and others will not be permitted to attend the
General Meeting in person. The Company strongly recommends that all
shareholders complete and return their proxy instruction appointing
the Chairman of the meeting as their proxy. This will ensure that
shareholders' votes are counted
A copy of the Circular is available to download from the
Company's website at: www.dodsgroup.com
Further details in relation to the Share Capital
Reorganisation
The Company is seeking shareholder approval for a simplification
of its share capital structure through a share capital
reorganisation. The Board is proposing:
- to consolidate every 3,500 ordinary shares of GBP0.01
("Existing Ordinary Shares") into 1 ordinary share of GBP35 (a
"Consolidated Share") (the "Consolidation");
- to sub divide each Consolidated Share into 125 new ordinary
shares of GBP0.28 (the "New Ordinary Shares") (the "Sub division");
and
- to cancel the fully paid deferred shares of GBP0.09 each in
the capital of the Company ("Deferred Shares") (the
"Cancellation").
Based upon the closing share price of the Company on 29(th)
March 2021, the theoretical share price following the Share Capital
Reorganisation would be 74 pence.
Reason for the Consolidation
The Company's 582,071,380 Existing Ordinary Shares are held by
703 shareholders as at 29(th) March 2021. Of the Ordinary Shares,
only 474,921 were held by shareholders holding the smallest 415
holdings amounting in aggregate to 0.08% of the Existing Ordinary
Shares. The largest of those 415 shareholdings had a value at the
closing price of the Existing Ordinary Shares of GBP90 on 29(th)
March 2021.
The large number of shareholders has led to the continued
incurring of additional costs for the Company. The Board believes
that it is not in the Company's best interests to continue to bear
these costs. The Board proposes to consolidate every 3,500 Existing
Ordinary Shares into 1 Consolidated Share of GBP35.
Purchase of the Fractional Entitlements
The Capital Reorganisation will give rise to fractional
entitlements to shares ("Fractional Entitlement"). The Board
proposes that the Fractional Entitlement to a Consolidated Share
which will accrue to shareholders will be bought back by the
Company at the closing price of such shares on the day immediately
following the General Meeting should the relevant resolutions be
passed without any transaction cost to shareholders.
The new articles of association of the Company which it is
proposed are adopted pursuant to resolution 8 in the notice of
General Meeting will enable the Company to retain proceeds of such
purchase of amounts of no more than GBP5 per shareholder. This will
benefit those shareholders who will receive more than GBP5 from
such purchase who may have considered selling their shares but
decided not to do so due to the disproportionate dealing and
administrative costs relating to such a sale while allowing the
Company to avoid the disproportionate expense of processing and
dispatching proceeds of GBP5 or less per shareholder.
If resolution 8 is passed and therefore the Company is not
required to pay proceeds of such purchase of GBP5 or less to
shareholders, of the Company's current 703 shareholders 46 would
not receive proceeds of sale and the Company would retain
GBP110.
Shareholders should note that the purchase of Fractional
Entitlements will only apply to registered holdings so if they hold
less than 3,500 shares through a nominee account, the purchase will
only apply if the total holding of the nominee shareholder is less
than 3,500 shares. If a shareholder holds less than 3,500 Ordinary
Shares at the record time ("Small Shareholder") then such
Fractional Entitlement will be purchased by the Company. If a
shareholder holds more than 3,500 Existing Ordinary Shares at the
record time then unless the holding is divisible by 3,500 the
shareholder will be left with a whole number of Consolidated Shares
together with a Fractional Entitlement, the Consolidated Shares
being converted into New Ordinary Shares in the Sub division.
If a shareholder holds a share certificate in respect of
Existing Ordinary Shares it will no longer be valid from the time
the Consolidation and Sub division takes place. Shareholders with
certificated holdings will be sent new share certificates within 14
days of the Record Time and upon receipt should destroy their old
certificates. If shareholders hold their Existing Ordinary Shares
in uncertificated form, they should expect to have their CREST
account adjusted to reflect their entitlement to New Ordinary
Shares as soon as practicable after the Consolidation and Sub
division takes effect. Existing Ordinary Shares will be removed
from CREST in due course.
Reason for the Sub division
In order to avoid the Consolidation having a detrimental effect
on the market price of the Company's shares, and to avoid confusion
that might arise from the Consolidation, the Board is proposing
that, immediately following the Consolidation and the purchase of
the Fractional Entitlements, the remaining Consolidated Shares and
Fractional Entitlements will be sub-divided on the basis of 125 New
Ordinary Shares for each Consolidated Share held and
proportionately for any Fractional Entitlement.
Cancellation
The Company has 151,998,453 Deferred Shares which were created
in February 2012 in a share capital reorganisation. The Deferred
Shares are not admitted to trading on AIM (unlike the Existing
Ordinary Shares) and the Deferred Shares are economically
valueless. It is proposed to cancel the Deferred Shares to simplify
the Company's balance sheet and share register.
Admission and Further Detail
The New Ordinary Shares created by the Consolidation and Sub
division will have the same rights as the Existing Ordinary Shares.
Immediately following the proposed Consolidation and Sub division
the Company will apply for admission of the New Ordinary Shares to
trading on AIM ("Admission"). It is anticipated that dealings in
the Existing Ordinary Shares will continue until the close of
business on 15(th) April 2021 and that dealings in the New Ordinary
Shares will commence at 8.00am on 19(th) April 2021, being the next
business day.
The Company will issue a further announcement in due course to
update the market on the number of New Ordinary Shares in issue
following Admission. The Company will apply for a new ISIN for the
New Ordinary Shares, which will be announced in due course.
If resolution 5 is passed, completion of the purchase of
Fractional Entitlements is to take place on 16 April 2021 and
payment of the cash consideration in excess of GBP5 is to be made
to the Small Shareholders by cheque or through their CREST accounts
(as appropriate) within 14 days.
Expected Timetable of Principal Events
Latest time and date for receipt of Forms of Proxy or CREST Proxy Instruction 11am on 14 April
2021
Date of General Meeting and Class Meeting 11am on 16 April
2021
Record time in relation to the Consolidation and Sub division 6.00pm on 16 April
2021
Admission of New Ordinary Shares to trading on the London Stock Exchange AIM market 8.00am on 19 April
2021
CREST accounts credited in respect of New Ordinary Shares 8.00am on 19 April
2021
Cheques dispatched and CREST account credited with sale proceeds following purchases of 30 April 2021
Fractional
Entitlements
Definitive share certificates dispatched in respect of New Ordinary Shares 30 April 2021
Expected date for final hearing and confirmation of the Cancellations by the Court 18 May 2021
Expected date that the Cancellations become effective 25 May 2021
For further information, please contact:
Dods Group plc
Mark Smith - Non-Executive Chairman 020 7593 5500
www.dodsgroup.com
Canaccord Genuity Limited (Nomad and Broker)
Bobbie Hilliam 020 7523 8150
Georgina McCooke
, 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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
NOGJBMITMTTJBRB
(END) Dow Jones Newswires
April 01, 2021 02:00 ET (06:00 GMT)
Merit (LSE:MRIT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Merit (LSE:MRIT)
Historical Stock Chart
From Apr 2023 to Apr 2024