TIDMPTD
RNS Number : 2038U
Pittards PLC
24 March 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO.
596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
THE DEFINITIONS USED IN THIS ANNOUNCEMENT ARE SET OUT IN APPIX
III OF THIS ANNOUNCEMENT.
Pittards plc
("Pittards", the "Group" or the "Company")
Proposed Placing to raise GBP255,000 and Directors' Loans of
GBP85,000
Share Reorganisation
and
Notice of General Meeting
Pittards plc, the specialist producer of technically advanced
leather and luxury leather goods for retailers, manufacturers and
distributors, announces details of its financial position, a
proposed Placing to raise GBP255,000, Directors' Loans of GBP85,000
and a proposed Share Reorganisation.
The Company has been operating at or around the ceiling of its
bank facilities in recent months, principally as a result of
significant adverse foreign currency movements, resulting from the
weakening pound sterling. It has been managing its working capital
very carefully in anticipation of agreeing new and potentially
restructured bank facilities. This process is taking longer than
originally anticipated and in order to complete this process
additional working capital is now required.
In order to meet this need and following discussions with major
Shareholders in the Company and Lloyds, who are the Company's
bankers, the Company has raised GBP255,000 (before expenses)
through a placing with certain existing Shareholders of 1,020,000
Placing Shares at a price of 25 pence per Placing Share.
Following this announcement, the Directors and certain other
employees have today agreed to make interest free loans to the
Company amounting in aggregate to GBP85,000. It is proposed that
such loans be converted into 340,000 Director Shares at a price of
25 pence per share immediately following the General Meeting.
In addition, Lloyds has confirmed, subject to documentation, its
intention to increase the Company's borrowing facilities by
GBP340,000 and to extend the Company's existing banking facilities
until 30 June 2023.
The Directors estimate that the proceeds of the Placing,
Directors' Loans and the increase in borrowing facility should
enable the Company to continue to manage its working capital until
at least the end of May 2023 during which time it expects to have
agreed new bank facilities with either Lloyds or an alternative
provider. Depending on the size and structure of the new facilities
further equity and/or debt may also be required to provide some
funding for growth and fully return the Company's creditors to a
normal profile. The Directors' estimate that this additional
requirement is likely to be up to GBP3 million.
The Placing which is being conducted by WH Ireland comprises the
placing of 1,020,000 New Ordinary Shares at the Placing Price. As
the Placing Price is below the nominal value of the Existing
Ordinary Shares (being 50 pence) it will be necessary to undertake
the Share Reorganisation to enable the Placing to proceed. The
Directors will also require the necessary authorities under the
Companies Act to allot the Placing Shares and Director Shares. The
Placing and the allotment of the Director Shares is therefore
conditional on Shareholders approving certain Resolutions at the
General Meeting. It is also conditional upon the confirmation of
the Company's bank facilities and the Placing Agreement otherwise
becoming unconditional in all respects and not being terminated
prior to Admission.
The Placing Price represents a discount of approximately 33.3
per cent. to the closing mid-market price of 37.5 pence per
Ordinary Share on 23 March 2023, being the latest practicable
business day prior to the publication of the Announcement.
Notice of General Meeting and posting of Circular
The Circular, which contains the Notice of General Meeting, in
respect of the Placing, Directors' Loan and Share Reorganisation is
expected to be posted to Shareholders later today and will also be
available on the Company's website www.corporate.pittards.com .
If the necessary Resolutions at the General Meeting are not
passed the Placing will not proceed, and the Company will not be
able to continue to trade. Shareholders are therefore urged to vote
in favour of the Resolutions.
The General Meeting will be held on 11 April 2023 at 11:00
a.m.
For further information, please contact:
Pittards plc www.pittards.com
Stephen Yapp, Chairman
Reg Hankey, CEO
Alan Burgess, CFO +44 (0) 1935 474 321
WH Ireland Limited https://www.whirelandplc.com/capital-markets
Mike Coe, Sarah Mather +44 (0)20 7220 1666
NOTICE
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", estimates",
"forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", or "should" or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. They
appear in a number of places throughout this document and include
statements regarding the Company's and the Directors' intentions,
beliefs or current expectations concerning, amongst other things,
the Company's strategy and prospects. No statement in this document
is intended to be a profit forecast and no statement in this
document should be interpreted to mean that earnings per share of
the Company for the current or future years would necessarily match
or exceed the historical published earnings per share of the
Company.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. The Company's actual performance, achievements and
financial condition may differ materially from those expressed or
implied by the forward-looking statements in this document. In
addition, even if the Company's results of operations, performance,
achievements and financial condition are consistent with the
forward-looking statements in this document, those results or
development may not be indicative of results or developments in
subsequent periods. Any forward-looking statements that the Company
makes in this document speak only as of the date of such statement,
and none of the Company, the Directors or WH Ireland undertakes any
obligation to update such statements unless required to do so by
applicable law.
Additional Information
1. Background to and reasons for the Placing
The Company has been operating at or around the ceiling of its
bank facilities in recent months principally as a result of
significant adverse foreign currency movements resulting from the
weakening of the pound sterling. It has been managing its working
capital very carefully in anticipation of agreeing new and
potentially restructured bank facilities. This process is taking
longer than originally anticipated and in order to complete this
process additional working capital is now required.
In order to meet this need and following discussions with major
Shareholders in the Company and Lloyds, who are the Company's
bankers, Lloyds has confirmed subject to documentation, its
intention to increase the Company's borrowing facilities by
GBP340,000 and to extend the Company's existing banking facilities
until 30 June 2023.
Shareholders should note that if the conditions to the Placing
are not satisfied and the Resolutions are not passed the Company
will be unable to continue to trade and trading in its shares on
AIM will immediately be suspended.
The Directors estimate that the proceeds of the Placing and
Directors' Loans and the additional funding available under the
increased borrowing facilities should enable the Company to
continue to manage its working capital until at least the end of
May 2023 during which time it expects to have agreed new bank
facilities with either Lloyds or an alternative provider. Depending
on the size and structure of the new facilities further equity
and/or debt may also be required to provide some funding for growth
and fully return the Company's creditors to a normal profile. The
Directors currently estimate that this additional requirement is
likely to be up to GBP3 million.
Shareholders should note that if new bank facilities cannot be
agreed then the Company will be unable to continue to trade and
trading in its shares on AIM will immediately be suspended.
2. Details of the Placing
WH Ireland, as agent of the Company, has conditionally placed a
total of 1,020,000 Placing Shares with certain existing
Shareholders pursuant to the Placing Agreement. Subject to the
satisfaction of the conditions in the Placing Agreement, the
Placing will raise approximately GBP255,000 (before expenses).
The Placing is conditional upon , inter alia, Shareholders
approving certain Resolutions at the General Meeting, compliance by
the Company in all material respects with its obligations under the
Placing Agreement, confirmation of the agreement of Lloyds to
extend the Company's bank facilities (as explained above) and
Admission.
WH Ireland has agreed pursuant to the Placing Agreement, as
agent of the Company, to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price. However
the Placing is not being underwritten.
T he Placing Agreement contains warranties from the Company in
favour of WH Ireland in relation to, inter alia, the accuracy of
the information in this document and other matters relating to the
Group and its business. In addition, the Company has agreed to
indemnify WH Ireland in relation to certain liabilities it may
incur in respect of the Placing. WH Ireland has the right to
terminate the Placing Agreement in certain circumstances prior to
Admission, in particular, in the event of a material breach of the
warranties given to WH Ireland in the Placing Agreement, the
failure of the Company to comply in any material respect with its
obligations under the Placing Agreement, the occurrence after the
date of the Placing Agreement of a material adverse change
affecting the condition, or the earnings or business affairs or
prospects of the Group as a whole, whether or not arising in the
ordinary course of business.
The Placing Shares and Director Shares will be issued free of
all liens, charges and encumbrances and will, when issued, be fully
paid, and rank pari passu in all respects with the issued New
Ordinary Shares, including the right to receive dividends and other
distributions declared, paid or made after the date of their
issue.
John Rendell and William Black, existing Shareholders in the
Company have agreed to subscribe in the Placing for 48,000 and
480,000 Placing Shares respectively. Their subscriptions constitute
related party transactions under the AIM Rules as they currently
hold 27.7 and 11.06 per cent. of the Existing Ordinary Shares
respectively and therefore each is considered a "substantial
shareholder" under the AIM Rules. In addition, the arrangements for
the Directors' Loans to be made to the Company amounting in
aggregate to GBP85,000 and their conversion, following the passing
of certain Resolutions at the General Meeting and the Share
Reorganisation becoming effective, into New Ordinary Shares at the
Placing Price will also constitute a related party transaction. As
there are no independent directors in relation to these
transactions, WH Ireland, as nominated adviser to the Company is
giving the opinion required in accordance with AIM Rule 13. WH
Ireland consider that that the terms of the participation in the
Placing by the substantial shareholders, the terms of the
Directors' Loans and subsequent intended conversion into Director
Shares at the Placing Price are fair and reasonable insofar as the
Shareholders of Pittards are concerned.
Effect of the Placing and Director Shares
Upon Admission, the Enlarged Issued Voting Ordinary Share
Capital is expected to be 14,378,490 New Ordinary Shares. On this
basis, the Placing Shares will represent approximately 7.1 per
cent. of the Company's Enlarged Issued Voting Ordinary Share
Capital and the Director Shares will represent approximately 2.4
per cent. of the Company's Enlarged Issued Voting Ordinary Share
Capital.
Settlement and dealings
In due course application will be made for the Placing Shares
and Director Shares to be admitted to trading on AIM and, subject
inter alia, to the necessary Resolutions being passed at the
General Meeting, it is expected that Admission will become
effective and that dealings will commence at 8.00 a.m. on 12 April
2023.
The Placing Shares and Director Shares will rank, pari passu, in
all respects with the New Ordinary Shares, including the right to
receive all dividends and other distributions declared on or after
the date on which they are issued. It is expected that CREST
accounts will be credited with entitlements to the Placing Shares
as soon as practicable after 8.00 a.m. on the day of Admission and
that share certificates (where applicable) will be despatched as
soon as practicable after Admission.
Directors' Loans and Director Shares
The Directors and certain employees, as set out below, will make
interest free loans to the Company in the amounts set out below,
following this announcement. It is proposed that these Directors'
Loans will be converted into New Ordinary Shares at the Placing
Price immediately following the passing of the necessary
Resolutions at the General Meeting and the Share Reorganisation
becoming effective.
Name Position Value of Directors' Director Shares
Loans (as a result
of the conversion
on the Directors'
Loans)
Stephen Yapp Director GBP50,000 200,000
---------- --------------------- -------------------
Reginald Hankey Director GBP10,000 40,000
---------- --------------------- -------------------
Alan Burgess Director GBP5,000 20,000
---------- --------------------- -------------------
Louise Cretton Director GBP5,000 20,000
---------- --------------------- -------------------
Godfrey Davis Director GBP10,000 40,000
---------- --------------------- -------------------
John Loxston PDMR GBP2,000 8,000
---------- --------------------- -------------------
Other employees N/A GBP3,000 12,000
---------- --------------------- -------------------
Total GBP85,000 340,000
-------------------- -------------------
3. Background to and reasons for the Share Reorganisation
At close of business on 22 March 2023, the latest practical date
prior to this announcement, the Company had 1,124 Shareholders of
which 799 had shareholdings of less than 100 Existing Ordinary
Shares. These 799 Shareholders account for 71 per cent. of the
Shareholders by number, but represent only 0.13 per cent. of the
total number of Existing Ordinary Shares.
At the closing bid price on AIM of 37.5 pence on 23 March 2023,
the latest practical date prior to the publication of this
announcement, the market value of 100 Existing Ordinary Shares was
GBP37.50. The Directors consider that should a Shareholder with 100
Existing Ordinary Shares or less choose to sell their shares, the
proceeds may be significantly reduced by the dealing costs of
selling. Therefore the Directors recognise that for small
Shareholders it may be uneconomic for them to dispose of their
shares. The Share Reorganisation will allow small Shareholders to
realise value for their shares free of dealing costs.
Another benefit of the Share Reorganisation is it will reduce
certain costs to the Company associated with maintaining a large
shareholder register namely in printing, postage and registrars'
costs.
For the reasons set out above, the Directors are proposing to
reorganise the Company's share capital on the terms set out
below.
4. Details of the Share Reorganisation
Under the Share Reorganisation, 10 new Ordinary Shares will be
issued at a price of 50 pence per share to ensure that as part of
the Share Reorganisation an exact whole number of Consolidated
Ordinary Shares will be issued. The Existing Ordinary Shares in
issue at the Record Date will then be consolidated into
Consolidated Ordinary Shares on the basis of one Consolidated
Ordinary Share for every 100 Existing Ordinary Shares. Each
Consolidated Ordinary Share will then be sub-divided into 100 New
Ordinary Shares and 4,900 Deferred Shares.
Most Shareholders, will not hold at the Record Date, a number of
Existing Ordinary Shares that is an exact multiple of 100. The
result of the Consolidation, if approved, will be that such
Shareholders will be left with a fractional entitlement to a
resulting New Ordinary Share. Any such fractions arising on the
Consolidation will be aggregated and, following the Subdivision,
the Directors will in accordance with the Articles sell the
aggregated shares in the market for the benefit of the relevant
Shareholders.
The proceeds from the sale of the fractional entitlements will
be distributed pro rata amongst the relevant Shareholders save that
where a Shareholder is entitled to an amount which is less than
GBP5 it will not be distributed to such Shareholder but will be
retained for the benefit of the Company.
The rights attaching to the New Ordinary Shares will be
identical in all respects to those of the Existing Ordinary
Shares.
In order to effect the Share Reorganisation, the Company
proposes to amend the Articles, including the incorporation of
rights and restrictions attaching to the Deferred Shares. The
Deferred Shares will have minimal rights, thereby rendering them,
effectively valueless. The rights attaching to the Deferred Shares
can be summarised as follows:
-- they will not entitle holders to receive any dividend or
other distribution or to receive notice or speak or vote at general
meetings of the Company;
-- they will have no rights to participate in a return of assets
on a winding up until the holders of the Ordinary Shares have
received the amounts paid up or credited as paid up on such shares
and the sum of GBP10,000,000 in respect of each Ordinary Share held
by them respectively;
-- they will not be freely transferable;
-- the creation and issue of further shares will rank equally or
in priority to the Deferred Shares;
-- the passing of a resolution of the Company to cancel the
Deferred Shares or to effect a reduction of capital shall not
constitute a modification or abrogation of their rights; and
-- the Company shall have the right at any time to purchase all
of the Deferred Shares in issue for an aggregate consideration of
GBP1.
There are no immediate plans to purchase or to cancel the
Deferred Shares, although the Directors propose to keep the
situation under review.
A copy of the Articles as amended to incorporate the changes
proposed will be made available for inspection at the General
Meeting and also free of charge on the Company's website at
https://corporate.pittards.com/investors/ .
Existing share certificates will cease to be valid following the
Share Reorganisation. New share certificates in respect of the New
Ordinary Shares held in certificated form will be issued by first
class post at the risk of the Shareholder entitled thereto within
10 Business Days after Admission. No certificates will be issued in
respect of the Deferred Shares, nor will CREST accounts of
Shareholders be credited in respect of any entitlement to the
Deferred Shares. No application will be made for the Deferred
Shares to be admitted to trading on AIM or any other investment
exchange.
A CREST Shareholder will have their CREST account credited with
their New Ordinary Shares following Admission, which is expected to
be on 12 April 2023.
5. Renewal of, and increase in bank facilities
The Company's current overdraft utilisation with Lloyds is
GBP7.56 million. Lloyds has confirmed subject to documentation its
intention to increase this facility by GBP340,000. In addition, to
this increase it has confirmed its intention to extend all of the
Company's other borrowing facilities until 30 June 2023.
Negotiations with Lloyds regarding the new and/or restructuring
of their existing facilities are on-going. In addition, the Company
is in discussions with an alternative provider.
The Directors' expectation is that these discussions will be
concluded during April 2023 with formal documentation being
prepared thereafter.
6. Current trading and prospects
The audit of the results for the year ended 31 December 2022 has
not yet been completed.
On 23 February 2023, the Company announced that the latter part
of the year ended 31 December 2022 had been was affected by a
number of factors which have had a material impact on the
performance for the year, and whilst the Group generated positive
EBITDA for the year, its profit before tax is expected to fall
short of market expectations. Whilst the Group still expects to
report a positive EBITDA for the year, the result before tax for
the year is expected to be a loss.
In particular the Company had been affected by the GBP having
weakened dramatically over a very short period which had a
progressive impact on the Group's UK business due to the $US
overdraft and maturing hedges, which had to be unwound with a net
negative effect of c.GBP1.5m on cash. Net debt at the year-end
stood at GBP11.9 million (31 December 2021: GBP10.7 million).
Sales volumes and inflationary pressures for 2023, along with
the weaker sales reported for the final quarter of last year
continued into the early part of current year but the Directors
expect sales deliveries to increase in Q2 and the order book
remains stable. There remains some uncertainty around continued
supply chain challenges. However, the Directors believe that the
financial impact of any lower sales volumes will be partially
mitigated both by the lowering of the Group's cost base and the
continuing weakness of the GBP. Despite this, the Company expects
to generate positive cashflows from trading activities.
Nevertheless without the Placing proceeds and Shareholders'
approval to the Placing the Company will not be able to continue to
trade.
7. Recommendation
The Directors consider the issue of the Placing Shares, Director
Shares and Share Reorganisation to be in the best interests of the
Company and its Shareholders as a whole. The Directors unanimously
recommend that Shareholders vote in favour of the Resolutions to be
proposed at the General Meeting as the Directors intend to do in
respect of their own beneficial holdings which, in aggregate amount
to 952,256 Ordinary Shares representing approximately 7.32 per
cent. of the Company's issued ordinary share capital.
Appendix I
Statistics for the Share Reorganisation, Placing Shares and
Director Shares
Number of Existing Ordinary Shares at the date
of this document 13,888,690
Number of Existing Ordinary Shares immediately
following the General Meeting 13,888,700
Consolidation ratio One Consolidated
Ordinary Share
of GBP50 for every
100 Existing Ordinary
Shares
Number of Consolidated Ordinary Shares 138,887
Subdivision of Consolidated Ordinary Shares Each Consolidated
Ordinary Share
of GBP50 to be
subdivided into
100 New Ordinary
Shares and 4,900
Deferred Shares
Number of New Ordinary Shares in issue immediately
following the Share Reorganisation 13,888,700
Number of Deferred Shares on Admission pursuant
to the Subdivision 680,546,300
Placing Price 25 pence
Number of Placing Shares 1,020,000
Number of Director Shares 340,000
Number of New Ordinary Shares in issue on Admission
(including the Placing Shares and Director
Shares) 15,248,700
Number of New Ordinary Shares held in treasury
on Admission 870,210
Enlarged Issued Voting Share Capital on Admission 14,378,490
Placing Shares and Director Shares as a percentage 9.5 per cent.
of the Enlarged Issued Voting Share Capital
Gross proceeds of the Placing GBP255,000
Net proceeds of the Placing GBP195,000
Proceeds from the Directors' Loans GBP85,000
Details of the new ISIN number and SEDOL number for the New
Ordinary Shares will be issued via a regulatory new services in due
course.
Appendix II
Expected timetable of principal events
2023
Expected publication and posting of 25 March
the Circular (including the Notice
of General Meeting)
Latest time and date for receipt of 11.00 a.m. on 5 April
Forms of Proxy and electronic proxy
appointments via the CREST system
General Meeting 11.00 a.m. on 11 April
Record Date 6.00 p.m. on 11 April
Admission and dealings in the New Ordinary 8.00 a.m. on 12 April
Shares, Placing Shares and Director
Shares expected to commence on AIM
Expected date for CREST accounts to 8.00 a.m. on 12 April
be credited for the New Ordinary Shares,
Placing Shares and Director Shares
to be held in certificated form
Despatch of definitive share certificates Within 10 business days
in respect of the New Ordinary Shares, of Admission
Placing Shares and Director Shares
to be held in uncertificated form,
if applicable
Notes
1. Each of the times and dates above are indicative only and if
any of the details contained in the timetable above should change,
the revised times and dates will be notified to Shareholders by
means of an announcement through a Regulatory Information
Service.
2. All of the above times refer to London time unless otherwise stated.
3. Some of the events listed in the above timetable that relate
to the Share Reorganisation, Placing and conversion of the Director
Shares are conditional on the passing of the necessary Resolutions
at the General Meeting.
Appendix III
Definitions
"Admission" the admission of the New Ordinary Shares,
Placing Shares and Director Shares to trading
on AIM becoming effective in accordance with
the AIM Rules
"Act" the Companies Act 2006 (as amended)
"AIM" AIM, a market operated by London Stock Exchange
plc
"AIM Rules" the AIM Rules for Companies as published
by London Stock Exchange from time to time
"Articles" the articles of association of the Company
as at the date of this document
"Board" or "Directors" the directors of the Company
"Circular" the explanatory circular, in the agreed form,
to be issued by the Company to Shareholders
explaining, inter alia, the Share Reorganisation,
Placing and Directors' Loans and incorporating
the notice of General Meeting
"Company" or "Pittards Pittards plc, a company incorporated and
plc" registered in England and Wales with registered
number 00102384
"Consolidation" the proposed consolidation of every 100 Existing
Ordinary Shares into one Consolidated Ordinary
Share
"Consolidated Ordinary the new ordinary shares of GBP50 each in
Shares" the capital of the Company resulting from
the Consolidation
"Record Date" the record date for the Share Reorganisation
being 6.00 p.m. on 11 April 2023 (or such
other date and time as the Directors may
determine)
"CREST" the computerised settlement system (as defined
in the CREST Regulations) operated by Euroclear
which facilitates the transfer of title to
shares in uncertificated form
"CREST Regulations" the Uncertificated Securities Regulations
2001 (S.I. 2001 No. 3755) (as amended)
"Deferred Shares" the deferred shares of 1 pence each in the
capital of the Company arising from the Share
Reorganisation
"Directors' Loans" loans amounting in aggregate to GBP85,000
agreed to be made by Directors and certain
other employees to the Company
"Director Shares" 340,000 New Ordinary Shares expected to be
issued to the Directors and certain employees
at the Placing Price immediately following
the passing of certain Resolutions at the
General Meeting and the Share Reorganisation
becoming effective, by way of the conversion
of the Directors' Loans
"Enlarged Voting Issued the issued ordinary share capital of the
Share Capital" Company immediately following Admission (excluding
shares held in treasury)
"Euroclear" Euroclear UK & International Limited, a company
incorporated under the laws of England and
Wales
"Existing Ordinary the 13,888,690 ordinary shares of 50 pence
Shares " each in the capital of the Company in issue
immediately prior to the date of this document,
all of which are admitted to trading on AIM
"Form of Proxy" the form of proxy for use in connection with
the General Meeting available on request
from the Company's Registrar
"General Meeting" the general meeting of the Company convened
for 11.00 a.m. on 11 April 2023
"Group" the Company and its subsidiary undertakings
"Lloyds" Lloyds Bank plc
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" the new ordinary shares of 1 pence each in
the capital of the Company arising from the
Share Reorganisation
"Ordinary Shares" ordinary shares in the capital of the Company
"Placing" the conditional placing of the Placing Shares
by WH Ireland on behalf of the Company at
the Placing Price pursuant to the Placing
Agreement
"Placing Price" 25 pence per Placing Shares
"Placing Shares" the 1,020,000 New Ordinary Shares to be issued
and allotted pursuant to the Placing
"Placing Agreement" the agreement dated 24 March 2023 between
the Company and WH Ireland relating to the
Placing
"Record Date" the record date in relation to the Share
Reorganisation, being 6.00 p.m. on 11 April
2023
"Regulatory Information a service approved by the FCA for the distribution
Service" to the public of regulatory announcements
and included within the list maintained on
the FCA's website
"Resolutions" the ordinary resolution and the special resolutions
set out in the Circular
"Shareholders" holders of issued Existing Ordinary Shares
(excluding the Company)
"Share authorities" the share authorities to be approved at the
General Meeting
"Share Reorganisation" together the proposed Consolidation and Subdivision
"Subdivision" the proposed subdivision of each Consolidated
Ordinary Share into 100 New Ordinary Shares
and 4,900 Deferred Shares
"United Kingdom" or the United Kingdom of Great Britain and Northern
"UK" Ireland
"WH Ireland" WH Ireland Limited, nominated adviser and
broker to the Company
"GBP", "pounds sterling", are references to the lawful currency of
"pence", "GBP" or "p" the United Kingdom
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IOENKQBBQBKDQNB
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