Notice of EGM
November 09 2009 - 11:49AM
UK Regulatory
TIDMVSH
RNS Number : 2301C
Venue Solutions Holdings PLC
09 November 2009
9 November 2009
Venue Solutions Holdings plc
("Venue Solutions" the "Company")
Proposed change of name to Advanced Leisure Technologies plc and amendments to
the articles of association
Venue Solutions announces proposals to remove the requirement for the Company to
have an authorised share capital, to grant the Directors authorities to issue
new Ordinary Shares and to disapply the pre-emption rights imposed under the
Act, to change the Company's name to Advanced Leisure Technologies plc and to
make certain amendments to the articles of association to allow the holders of
the Preference Share to convert their shares into Ordinary Shares.
A circular has been sent to the Company's shareholders and to the holders of
Preference Shares to convene a General Meeting of the Ordinary Shareholders and
a General Meeting of the holders of Preference Shares to consider and, if
thought fit, approve the resolutions required to effect the proposed amendments
of the articles of association and to change the name of the Company to Advanced
Leisure Technologies plc. The Circular is available from the Company's
registered office, 38 Upper Brook Street, London W1K 7QN and to download from
the Company's website www.venuesolutionsplc.com.
Introduction and Background
On 8 May 2009, trading in the Ordinary Shares on AIM was temporarily suspended,
as announced by the Company on that date, pending publication of the Company's
financial statements for the year ended 30 November 2008. The audit of the
accounts for the year ended 30 November 2008 is currently being conducted and
the Directors expect to publish the accounts shortly.
In order for the accounts for the year ended 30 November 2008 to be completed
and the restoration of trading in the Company's shares to be effected, the
Company needs to raise additional working capital. The Directors are currently
in discussions with existing Shareholders and potential new investors to raise
between GBP0.5 million and GBP1 million for the Company. It is anticipated that
any such fundraising would be undertaken by way of the placing and issue by the
Company of new Ordinary Shares at a price per new Ordinary Share of 2 pence. The
Directors are seeking Shareholders' approval now to allot new Ordinary Shares
and the related disapplication of pre-emption rights to enable the required
fundraising to be undertaken as soon as possible to enable the Company's trading
on AIM to be restored.
IF THE RESOLUTIONS ARE NOT PASSED AND THE COMPANY IS UNABLE TO COMPLETE THE
NECESSARY FUNDRAISING BY 2 DECEMBER 2009 THEN ITS ADMISSION TO TRADING ON AIM
MAY BE CANCELLED.
The Directors have considered whether Shareholders' consent ought also be
obtained at the General Meetings to the adoption by the Company of new articles
of association which are consistent with the provisions and requirements of the
Act. They have, however, concluded that in order to minimise the expense and the
matters currently requiring Shareholders' attention, new articles of association
for approval will be put to Shareholders subsequently, and once the trading
suspension has been lifted.
Change of name
The Directors consider that now is an appropriate time to change the name of the
Company to a name more reflective of its current and proposed activities and are
proposing a special resolution at the General Meetings to change the name to
Advanced Leisure Technologies plc.
Changes to the articles of association
The Directors propose to amend the articles of association to allow for the
Preference Shares to be converted into Ordinary Shares. The Preference Shares
were originally introduced as part of the share capital of the Company as a
method of providing seed capital to finance the Company's development on a
non-interest bearing, non-convertible and non-participation basis. It had always
been the intention that the Preference Shares would be redeemed at a time in the
future when the Company's business became sufficiently developed to enable the
Company to be in a financial position to obtain such a redemption.
However, as the Preference Shares rank in priority to the Ordinary Shares in a
winding-up of the Company, it has become apparent to the Directors that the
existence of the Preference Shares is a hindrance to the Company in trying to
attract new investors to the Company. In order to complete the Company Voluntary
Arrangement announced on 23 June 2009 and provide sufficient working capital,
the Company must complete a fundraising.
The Preference Shares are all held by Starlake Limited, which is owned and
controlled by the Teak Trust of which Oliver Iny, the Chief Executive of the
Company, is a potential beneficiary. Accordingly, under the AIM Rules Starlake
Limited is a related party and Oliver Iny and Jacqui Dunphy, his wife, have
taken no part in the deliberations of the Board on this matter.
Stephen Thomson, as the only independent director, has agreed with Starlake
Limited that, subject to approval from the holders of Ordinary Shares and the
Preference Shares at the General Meetings, the terms of the Preference Shares
will be amended to permit the Preference Shares to be converted into Ordinary
Shares at the higher of 2p per share or the average of the middle market closing
quotations for an Ordinary Share for the five consecutive dealing days on the
stock exchange on which the ordinary share capital of the Company is traded
ending on the dealing day immediately preceding the date of delivery of the
Conversion Notice to the Company. In addition, the Directors expect that
Starlake Limited, subject to the approval of the change of terms of the
Preference Shares and admission of the Ordinary Shares to the AIM market
becoming effective, will convert sufficient Preference Shares into Ordinary
Shares such that its shareholding of Ordinary Shares upon restoration of the
Ordinary Shares to trading on the AIM market will, when taken together with
persons acting in concert with Starlake Limited, aggregate to 29.9 per cent. of
the then total voting rights of the Company.
Therefore, in order to allow the Preference Shares to be converted into Ordinary
Shares it is necessary to change the articles of association.
Starlake Limited is mindful of the provisions of Rule 9 of The City Code on
Takeovers and Mergers and of the obligations of a mandatory bid if its
shareholding (and the shareholding of any others acting in concert with it)
were, in aggregate, to exceed 30% or more of the total voting rights of the
Company.
Stephen Thomson, as the only independent director, having consulted with
Merchant John East Securities Limited, considers that the revised terms of the
Preference Shares are fair and reasonable insofar as the Company's Ordinary
Shareholders are concerned.
General Meetings
General Meetings of the separate classes of Shareholders have been convened to
be held at the offices of the Company's solicitors, Marriott Harrison, at Staple
Court, 11 Staple Inn Buildings, London WC1V 7QH on 2 December 2009 at 10.00 a.m.
and at 10.15 a.m. at which the Resolutions set out in the Notices of General
Meeting will be proposed.
Enquiries:
+------------------------------------+------------------------------------+
| Venue Solutions Holdings plc | |
+------------------------------------+------------------------------------+
| Oliver Iny/Stephen Thomson via Haggie |
| Financial Tel: 020 7417 8989 |
| |
+-------------------------------------------------------------------------+
| | |
+------------------------------------+------------------------------------+
| Merchant John East Securities Limited (Nominated Adviser and Broker) |
+-------------------------------------------------------------------------+
| David Worlidge / Simon Clements | Tel: 020 7628 2200 |
+------------------------------------+------------------------------------+
| | |
+------------------------------------+------------------------------------+
| Haggie Financial LLP | |
+------------------------------------+------------------------------------+
| Nicholas Nelson / Kathy Boate | Tel: 020 7417 8989 |
+------------------------------------+------------------------------------+
+--------------------------+---------------------------------------------+
| Definitions |
| |
+------------------------------------------------------------------------+
| "the Act" | the Companies Act 2006; |
| | |
+--------------------------+---------------------------------------------+
| "AIM" | the AIM market of London Stock |
| | Exchange; |
| | |
+--------------------------+---------------------------------------------+
| "Chairman" | the Chairman of the Company; |
| | |
+--------------------------+---------------------------------------------+
| "Circular" | the circular dated 9 November 2009 |
| | containing the notice of General Meeting |
| | |
+--------------------------+---------------------------------------------+
| "the Company" or "VSH" | Venue Solutions Holdings plc, registered |
| | number 5615795 and having its registered |
| | office at 38 Upper Brook Street, London W1K |
| | 7QN; |
| | |
+--------------------------+---------------------------------------------+
| "Directors" | the directors of the Company; |
| | |
+--------------------------+---------------------------------------------+
| "General Meeting" | the relevant general meeting (and any |
| | adjournment of that meeting) of the |
| | Company to be held at the offices of |
| | the Company's solicitors, Marriott |
| | Harrison, at Staple Court, 11 Staple |
| | Inn Buildings, London WC1V 7QH at 10.00 |
| | a.m. and 10.15 a.m. on 2 December 2009 |
| | and convened by the notices which are |
| | set out in the Circular; |
| | |
+--------------------------+---------------------------------------------+
| "London Stock | the London Stock Exchange Plc; |
| Exchange" | |
| | |
+--------------------------+---------------------------------------------+
| "Notice of General | the relevant notice of the General |
| Meeting" | Meeting set out in the Circular; |
| | |
+--------------------------+---------------------------------------------+
| "Ordinary | the persons who are registered as |
| Shareholders" | holders of Ordinary Shares from time to |
| | time; |
| | |
+--------------------------+---------------------------------------------+
| "Ordinary Shares" | ordinary shares of 2 pence each in the |
| | capital of the Company; |
| | |
+--------------------------+---------------------------------------------+
| "Ordinary Resolutions" | the ordinary resolutions numbered 1 and |
| | 2 in the Notice of General Meeting; |
| | |
+--------------------------+---------------------------------------------+
| "Preference | the persons who are registered as |
| Shareholders" | holders of Preference Shares from time |
| | to time; |
| | |
+--------------------------+---------------------------------------------+
| "Preference Shares" | preference shares of GBP1.00 each in |
| | the capital of the Company; |
| | |
+--------------------------+---------------------------------------------+
| "Resolutions" | together the Ordinary Resolution and |
| | the Special Resolutions; |
| | |
+--------------------------+---------------------------------------------+
| "Shareholders" | the persons who are registered as |
| | holders of Ordinary Shares and/or |
| | Preference Shares (as the context |
| | requires) from time to time; and |
| | |
+--------------------------+---------------------------------------------+
| "Special Resolutions" | the special resolutions numbered 3 to 6 |
| | in the Notice of General Meeting. |
| | |
+--------------------------+---------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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