TIDMXSG
RNS Number : 5859E
Xeros Technology Group plc
09 November 2020
9 November 2020
Xeros Technology Group plc
Proposed Share Capital Reorganisation
Xeros Technology Group plc (AIM: XSG, 'the Group', 'Xeros'), the
developer and licensor of platform technologies which transform the
sustainability and economics of clothing and fabrics during their
lifetime, today announces a proposed share capital reorganisation
("Capital Reorganisation") of the existing ordinary share capital
of the Company.
The effect of the proposed Capital Reorganisation will be to
reduce the number of issued ordinary shares of 0.15 pence each in
the Company ("Ordinary Shares") by a multiple of 100 (the
"Consolidation"), which is expected to increase the trading price
of the resulting ordinary share proportionally.
The Board considers the Capital Reorganisation to be in the best
interests of the Company and its shareholders as a whole
("Shareholders"), as it believes that the Capital Reorganisation
should improve the market liquidity of and trading activity in the
Company's shares. The Directors believe that the existing share
capital structure is no longer appropriate, as the high number of
shares in issue combined with the relatively low price per share is
thought to result in excess volatility and reduced liquidity in the
Company's shares. By proceeding with the Capital Reorganisation,
The Directors anticipate that the Capital Reorganisation should
improve the liquidity and the marketability of the Company's shares
with institutional investors in the UK and overseas.
As it is proposed that all existing ordinary shares held in the
Company be consolidated, the proportion of the issued ordinary
share capital of the Company held by each Shareholder immediately
before and after the Capital Reorganisation will remain relatively
unchanged, other than for changes that may arise from the rounding
for fractional entitlements.
Implementation of the Capital Reorganisation requires the
approval of Shareholders. This approval is being sought at a
General Meeting of the Company ("GM"), which is scheduled to be
held at 10:00 a.m. on 25 November 2020 at the offices of Squire
Patton Boggs (UK) LLP at Premier Place, 2 & A Half Devonshire
Square, London, EC2M 4UJ at which the resolution necessary to give
effect to the Capital Reorganisation will be put to
Shareholders.
A circular ("Circular") containing the notice of GM, which
provides details of the Capital Reorganisation, and Form of Proxy,
is to be posted to Shareholders today. The Circular and notice of
GM will also be made available
at the Company's website for the purposes of AIM Rule 26, www.xerostech.com.
Further details in relation to the Share Consolidation
As at 6 November 2020 (being the latest practicable date prior
to the publication of this announcement), the Company had
1,994,088,097 Ordinary Shares in issue ("Existing Ordinary
Shares"), with each share having a mid-market price at the close of
business on such date (as derived from the Daily Official List) of
1.465 pence per share.
The Capital Reorganisation will consist of the following
steps:
-- the Company intends to issue 3 further Ordinary Shares prior
to the Record Date, so as to ensure that the total number of
Ordinary Shares in issue immediately prior to completion of the
Capital Reorganisation is exactly divisible by 100. The additional
Ordinary Shares will be issued on 25 November 2020 at a
subscription price per Ordinary Share of 1.465 pence (being the
closing middle market price of an Ordinary Share on 6 November
2020, being the latest practicable date prior to publication of
this announcement). As a result of this admission the number of
existing Ordinary Shares in issue immediately prior to the GM will
be 1,994,088,100.
-- the Consolidation of every 100 Existing Ordinary Shares of
0.15 pence each into one New Ordinary Share of 15 pence each ("New
Ordinary Shares").
The Capital Reorganisation is anticipated to become effective at
6 p.m. on 25 November 2020. The New Ordinary Shares arising on
implementation of the Capital Reorganisation will have the same
rights as the Existing Ordinary Shares, including in respect of
voting rights, entitlement to dividends and other rights. The
issued share capital of the Company immediately following the
Capital Reorganisation is expected to comprise 19,940,881 New
Ordinary Shares, which will be equal to the number of Existing
Ordinary Shares immediately prior to the Capital Reorganisation
divided by 100.
To reflect the Capital Reorganisation, the Board is proposing to
reduce the number of shares that are subject to outstanding options
("Options") by a multiple of 100 and increase the option exercise
price by the same multiple. This includes those shares which have
been applied for under the Company's block admission ("Block
Admission"). This would apply to any new Options that are issued
after the date of this announcement and prior to the Record Date.
Any fractional entitlement to shares will be rounded down. The
overall amount payable by an Option holder looking to exercise his
or her Option after the Capital Reorganisation will remain the same
and the proportion of the issued share capital over which an Option
is subsisting will also remain the same.
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM. Dealings in the Existing Ordinary
Shares will cease at close of business on the date of the GM and
dealings in the New Ordinary Shares are expected to commence the
following business day.
Effect of the Capital Reorganisation
For purely illustrative purposes, examples of the effects of the
Capital Reorganisation (should shareholders at the GM approve it)
are set out below:
Number of Existing Ordinary Shares held New Ordinary Shares
following the Capital
Reorganisation
99 0
-----------------------
100 1
-----------------------
1,100 11
-----------------------
The example below shows a holding of Existing Ordinary Shares
which will be subject to a fractional entitlement, the value of
which will depend on the market value of the New Ordinary Shares at
the time of sale.
Number of Existing New Ordinary Shares Fractional entitlement
Ordinary Shares held following the Capital following the Capital
Reorganisation Reorganisation
2,050 20 0.5
----------------------- -----------------------
Further details on fractional entitlements to New Ordinary
Shares is set out in the Circular to be sent to Shareholders
today.
Expected timetable of principal events
Publication and posting of Circular to 9 November 2020
Shareholders
Latest time and date for receipt of Forms 10:00 a.m. on 23 November
of Proxy 2020
Additional 3 Ordinary Shares issued 8.00 a.m. on 25 November
2020
General Meeting 10:00 a.m. on 25 November
2020
Latest time and date for dealings in Existing 6:00 p.m. on 25 November
Ordinary Shares 2020
Record Date 6:00 p .m. on 25 November
2020
Expected date on which New Ordinary Shares 8.00 a.m. on 26 November
will be admitted to trading on AIM 2020
Expected date for CREST accounts to be 26 November 2020
credited with New Ordinary Shares in uncertificated
form
Expected date for dispatch of certificates Week commencing 30 November
in respect of those New Ordinary Shares 2020
to be issued in certificated form
Statistics relating to the Capital Reorganisation
Existing Ordinary Shares in issue at the
date of this document 1,994,088,097
Expected existing Ordinary Shares in issue
immediately prior to the General Meeting 1,994,088,100
Conversion ratio of Existing Ordinary 100 Existing Ordinary
Shares to New Ordinary Shares Shares:
one New Ordinary Share
Total expected number of New Ordinary
Shares in issue following the Capital
Reorganisation 19,940,881
ISIN code for the New Ordinary Shares GB00BMGYBJ57
SEDOL code for the New Ordinary Shares BMGYBJ5
Effect of COVID-19 regulations on the General Meeting
In light of the Covid-19 restrictions on gatherings, the Company
strongly encourages all Shareholders to submit their Form of Proxy,
appointing the Chairman of the GM as proxy. Voting on the
resolutions will be by way of a poll rather than a show of hands. A
poll ensures that the votes of Shareholders who are unable to
attend the GM, but who have appointed proxies, are taken into
account in the final voting results. Given the current restrictions
on attendance in person, Shareholders are encouraged to appoint the
chair of the meeting as their proxy rather than a named person who
will not be permitted to attend the physical meeting. Shareholders
are further asked to appoint the chair of the meeting as their
proxy electronically where possible.
Shareholders will find accompanying the Circular, a Form of
Proxy, for use in connection with the GM. The Form of Proxy should
be completed and returned in accordance with the instructions
thereon so as to be received by the Company's Registrar Agents,
Neville Registrars, as soon as possible and in any event not later
10:00 a.m. on 23 November 2020.
Recommendation
The Directors consider that the Capital Reorganisation is in the
best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that Shareholders
vote in favour of the Resolutions to be proposed at the GM, as they
intend to do in respect of their aggregate interests of 46,200,000
Existing Ordinary Shares (representing approximately 2.32 per cent.
of the Existing Ordinary Shares).
For more information, please contact:
Enquiries:
Xeros Technology Group plc Tel: 0114 321 6328
Mark Nichols, CEO
Paul Denney, CFO
www.xerostech.com
finnCap
Julian Blunt, Teddy Whiley (Corporate
Finance)
Andrew Burdis, Sunila de Silva (ECM)
www.finncap.com +44 (0) 20 7220 0500
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END
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