TIDMZAIM
RNS Number : 2277F
ZAIM Credit Systems PLC
06 July 2023
Not for release or distribution, directly or indirectly, within,
into or in the United States or to or for the account or benefit of
persons in the United States, Australia, Canada, Japan or any other
jurisdiction where such offer or sale would violate the relevant
securities laws of such jurisdiction.
For Immediate Release
6 July 2023
Adalan Ventures Plc
("Adalan" or the "Company")
Posting of notice of General Meeting "GM"
Adalan Ventures plc (the 'Company' or 'Adalan'), announces that
it has posted a notice of general meeting and forms of proxy to
registered shareholders for the purpose of considering and if
thought fit passing the Resolutions set out below, of which
resolutions 1 and 2 will be proposed as ordinary resolutions and
resolution 3 will be proposed as a special resolution.
ORDINARY RESOLUTIONS
Resolution 1 - Share Capital Reclassification
THAT , in accordance with section 618 of the CA 2006, every one
(1) ordinary share of GBP0.01 each in the capital of the Company be
and it is sub-divided and reclassified into one (1) ordinary share
of GBP0.001 each and nine (9) deferred shares of GBP0.001 each in
the capital of the Company, with each having the rights and
restrictions (save as to nominal value) set out in the New Articles
(as defined below).
Resolution 2 - Consolidation of Shares
THAT , subject to the passing of Resolution 1 above, in
accordance with section 618 of the CA 2006, (i) the 461,975,000
ordinary shares of GBP0.001 each in the issued share capital of the
Company be consolidated into 46,197,500 ordinary shares of GBP0.01
each, such shares having the same rights and being subject to the
same restrictions as the existing ordinary shares of GBP0.01 each
in the capital of the Company and (ii) 4,157,775,000 deferred
shares of GBP0.001 each in the issued share capital of the Company
be consolidated into 415,777,500 deferred shares of GBP0.01 each
(together "Consolidated Shares" or each a "Consolidated Share"),
with each Consolidated Share having the rights and restrictions set
out in the New Articles (as defined below).
SPECIAL RESOLUTION
Resolution 3 - Adoption of New Articles
THAT , subject to and conditional upon the passing of
Resolutions 1 and 2 above, with effect from the conclusion of the
meeting, the proposed articles of association produced to the
meeting and, and for purposes of identification, initialled by the
Chairman, be adopted as the new articles of association of the
Company in substitution of the existing articles of association of
the Company (the "New Articles").
The GM will be held at 12.00 pm on 24 July 2023 at 8 St James's
Square, St James's, London, SW1Y 4JU, United Kingdom.
Shareholders are encouraged to exercise their GM voting rights
by submitting the proxy form attached with the GM notice. The
deadline for submission of proxies to the Registrar is 12.00 pm 20
July 2023. You are advised to appoint the chairman of the meeting
as your proxy to ensure your vote is counted.
The notice along with the form of proxy can be found at the
company's website: https://adalanventures.com/
The result of the GM will be announced shortly after its
conclusion and published on the Company's website noted above.
A full copy of the notice of meeting along with accompanying
notes follows this announcement
Enquiries:
Adalan Ventures Plc
Siro Cicconi
Tel: +44 (0) 73 9377 9849
Optiva Securities Limited
Vishal Balasingham Tel: +44 (0) 20 3137 1902
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
5th July 2023
ADALAN VENTURES PLC
("Company")
NOTICE OF GENERAL MEETING
Notice is hereby given that a General Meeting ("Meeting") of the
Company will be held at 8 St James's Square, St James's, London,
SW1Y 4JU on 24(th) July 2023 at 12:00 p.m. BST.
1. Introduction
As previously announced the Company has lost its Russian trading
subsidiary Zaim Express LLC. Following this loss to the Company,
save for its rights to seek redress from those involved in the loss
of Zaim Express LLC, the Company's assets are predominately its
cash. The Company is currently considering new business
opportunities and the pursuit of such business opportunities is
likely to require capital. The Board believes that the current
share price is too close to the nominal value to allow the Company
to raise the capital the Board believes the Company needs. To avoid
the share price being prohibitively high for smaller investors, the
Board proposes to split the Company's share capital so that every 1
ordinary share of GBP0.01 each shall be reclassified into 1
ordinary shares of GBP0.001 each (" New Ordinary Shares ") and 9
deferred shares of GBP0.001 each (" Deferred Shares ") (" Share
Capital Reclassification "). Following the Share Capital
Reclassification, the Company proposes to consolidate the Company's
share capital on a 10 for 1 basis (" Consolidation ") so the
Company will have a lower number of issued ordinary and deferred
shares both with a nominal value of GBP0.01 each.
The rights attached to the Deferred Shares will be set out in a
new set of Articles of Association of the Company (" New Articles
"), which the Board propose to adopt at the Meeting. These New
Articles will be the same as the existing articles save for
adjustments to reflect the existence of two share classes and the
details of the rights of the Deferred Shares. A copy of the
Company's existing articles of association and proposed new
articles of association marked to show all the changes will be
available for inspection during normal business hours (excluding
Saturdays, Sundays and bank holidays) at Hill Dickinson LLP, 8th
Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW
from the date of this notice of meeting until the close of the
meeting and are downloadable from the following website
www.adalanventures.com. The New Articles will also be available for
inspection at the Meeting at least 15 minutes prior to the start of
the meeting and up until the close of the Meeting.
The Deferred Shares will have no right to vote or participate in
the capital of the Company save in respect of insolvency and the
Company will not issue any certificates or credit CREST accounts in
respect of them. The Deferred Shares will not be admitted to
trading on any exchange.
For purely illustrative purposes, examples of the effects of the
proposed Consolidation and Share Capital Reclassification (should
it be approved by Shareholders) are set out below:
Number of Number of Number Number of New Number of Deferred
Existing New Ordinary of Deferred Ordinary Shares Shares following
Ordinary Shares following Shares following the the Share Capital
Shares held the Share Capital following Share Capital Reclassification
Reclassification the Share Reclassification and Consolidation
Capital and Consolidation
Reclassification
100 100 900 10 90
------------------- ------------------ ------------------- -------------------
1000 1000 9000 100 900
------------------- ------------------ ------------------- -------------------
It is likely that the Consolidation will result in fractional
entitlements to a New Ordinary Share where any holding is not
precisely divisible by 10. No certificates will be issued for
fractional entitlements to New Ordinary Shares. Following the
implementation of the share capital reorganisation and
Consolidation, certain shareholders may not have a proportionate
shareholding of New Ordinary Shares exactly equal to their
proportionate holding of existing ordinary shares of 1p each ("
Existing Ordinary Shares "). Furthermore, any shareholders holding
fewer than 10 Existing Ordinary Shares as at close of business on
24(th) July 2023 (the " Record Date ") will cease to be a
shareholder of the Company. The minimum threshold to receive New
Ordinary Shares will be 10 Existing Ordinary Shares.
Article 12 of the Company's Articles currently permits the
Directors to sell shares representing fractional entitlements
arising from the proposed consolidation. Any New Ordinary Shares in
respect of which there are fractional entitlements will therefore
be aggregated and sold in the market for the best price reasonably
obtainable on behalf of shareholders entitled to fractions. The
Company will distribute the proceeds of sale in due proportion to
any such shareholders in accordance with the Articles (subject to
the minimum threshold referred to in the next paragraph). In the
event that the net proceeds of sale to be distributed to any
relevant shareholder amount to GBP3 or less, the Directors are of
the view that, as a result of the administrative burden and
disproportionate costs involved, it would not be in the best
interests of the Company to distribute such proceeds of sale.
Accordingly, the Directors are proposing that the Articles be
amended such that the net proceeds arising from the sale of
fractions need only be distributed to a shareholder where he or she
is entitled to receive more than GBP3 (and, below that minimum
threshold, it is proposed that the proceeds of sale be retained for
the benefit of the Company, or at the discretion of the Directors,
donated to charity). Given the current share price per Existing
Ordinary Share, it is anticipated that the net proceeds of sale
attributable to each relevant shareholder will be less than GBP3
and, accordingly, there will be no distribution of any net proceeds
of sale.
Share certificates in respect of the New Ordinary Shares, will
be issued following the Reclassification or, in the case of
uncertificated holders, Euroclear UK and International Limited will
be instructed to credit the CREST participant's account with New
Ordinary Shares.
(a) The Company expects that the current ISIN in relation to the
Existing Ordinary Shares will be disabled and marked for expiry in
CREST after market close on 24th July 2023. A new ISIN
(GB00BMXTZ463) in relation to the New Ordinary Shares is expected
to come into effect at 8:00 a.m. BST on 25th July 2023.
(b) All Existing Ordinary Shares standing to the credit of CREST
accounts are expected to be consolidated into New Ordinary Shares
by 12:00 (noon) BST on 25(th) July 2023.
2. Shareholder Resolutions
You will be asked to consider and vote on the Resolutions below.
Resolutions 1 and 2 will be proposed as ordinary resolutions and
Resolution 3 will be proposed as a special resolution.
ORDINARY RESOLUTIONS
Resolution 1 - Share Capital Reclassification
THAT , in accordance with section 618 of the CA 2006, every one
(1) ordinary share of GBP0.01 each in the capital of the Company be
and it is sub-divided and reclassified into one (1) ordinary share
of GBP0.001 each and nine (9) deferred shares of GBP0.001 each in
the capital of the Company, with each having the rights and
restrictions (save as to nominal value) set out in the New Articles
(as defined below).
Resolution 2 - Consolidation of Shares
THAT , subject to the passing of Resolution 1 above, in
accordance with section 618 of the CA 2006, (i) the 461,975,000
ordinary shares of GBP0.001 each in the issued share capital of the
Company be consolidated into 46,197,500 ordinary shares of GBP0.01
each, such shares having the same rights and being subject to the
same restrictions as the existing ordinary shares of GBP0.01 each
in the capital of the Company and (ii) 4,157,775,000 deferred
shares of GBP0.001 each in the issued share capital of the Company
be consolidated into 415,777,500 deferred shares of GBP0.01 each
(together " Consolidated Shares " or each a " Consolidated Share
"), with each Consolidated Share having the rights and restrictions
set out in the New Articles (as defined below).
SPECIAL RESOLUTION
Resolution 3 - Adoption of New Articles
THAT , subject to and conditional upon the passing of
Resolutions 1 and 2 above, with effect from the conclusion of the
meeting, the proposed articles of association produced to the
meeting and, and for purposes of identification, initialled by the
Chairman, be adopted as the new articles of association of the
Company in substitution of the existing articles of association of
the Company (the " New Articles ").
By order of the Board
Malcolm Groat
Chairman
10 Orange Street
London
England
WC2H 7DQ
Notes:
1. Shareholders entitled to attend and to speak and vote are
entitled to appoint one or more proxies to exercise all or any of
their rights to attend and to speak and vote on their behalf at the
meeting. A shareholder may appoint the Chairman as their proxy in
relation to the General Meeting. A proxy form which may be used to
make such appointment and give proxy instructions accompanies this
notice.
2. To be valid any proxy form or other instrument appointing a
proxy must be received by post or (during normal business hours
only) by hand to Neville Registrars Limited at Neville House,
Steelpark Road, Halesowen, B62 8HD no later than 12:00 p.m. on
20(th) July 2023.
3. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so by using
the procedures described in the CREST Manual. CREST Personal
Members or other CREST sponsored members, and those CREST members
who have appointed a service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able to
take the appropriate action on their behalf.
4. In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST message (a
"CREST Proxy Instruction") must be properly authenticated in
accordance with Euroclear UK & International Limited's
specifications, and must contain the information required for such
instruction, as described in the CREST Manual (available via
www.euroclear.com/CREST). The message, regardless of whether it
constitutes the appointment of a proxy or is an amendment to the
instruction given to a previously appointed proxy must, in order to
be valid, be transmitted so as to be received by the issuer's
agent, Neville Registrars Limited (ID: 7RA11) by 12:00 p.m. on 2
0(th) July 2023. For this purpose, the time of receipt will be
taken to be the time (as determined by the time stamp applied to
the message by the CREST Application Host) from which the issuer's
agent is able to retrieve the message by enquiry to CREST in the
manner prescribed by CREST. After this time any change of
instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
5. CREST members and, where applicable, their CREST sponsors, or
voting service providers should note that Euroclear UK &
International Limited does not make available special procedures in
CREST for any particular message. Normal system timings and
limitations will, therefore, apply in relation to the input of
CREST Proxy Instructions. It is the responsibility of the CREST
member concerned to take (or, if the CREST member is a CREST
personal member, or sponsored member, or has appointed a voting
service provider, to procure that his CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to
ensure that a message is transmitted by means of the CREST system
by any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting system providers
are referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and
timings.
6. The Company may treat as invalid a CREST Proxy Instruction in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
7. To be entitled to vote at the General Meeting (and for the
purpose of the determination by the Company of the votes they may
cast), shareholders must be registered in the register of members
of the Company at 12:00 p.m. on 20(th) July 2023 (or, in the event
of any adjournment, on the date which is two business days before
the time of the adjourned meeting). Changes to the Register of
Members after the relevant deadline shall be disregarded in
determining the rights of any person to attend and vote at the
meeting.
8. Any corporation which is a member can appoint one or more
corporate representatives who may exercise on its behalf all of its
powers as a member provided that they do not do so in relation to
the same shares.
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END
NOGUNOAROUUBRAR
(END) Dow Jones Newswires
July 06, 2023 07:49 ET (11:49 GMT)
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