Zoo Digital Group PLC Result of GM, Subdivision, Director Holdings & TVR (2092E)
May 04 2017 - 6:15AM
UK Regulatory
TIDMZOO
RNS Number : 2092E
Zoo Digital Group PLC
04 May 2017
4 May 2017
ZOO DIGITAL GROUP PLC
("ZOO"or the "Company")
Result of General Meeting
Subdivision
Directors' Shareholdings
and Total Voting Rights
ZOO Digital Group plc, the provider of subtitling and digital
distribution services for the global entertainment industry,
announced on 18 April 2017 that it was convening a General Meeting
of shareholders to consider a number of resolutions intended to
inter alia enable the Company to effect the Subdivision, Placing,
Subscription, Capitalisation and Extensions.
The Directors considered that effecting the Proposals would
significantly strengthen the Company's balance sheet, reduce its
debt burden, and would provide growth capital to enable the Company
to capitalise on its growing pipeline of opportunities.
ZOO announces that at the General Meeting, which was held
earlier today, all of the Resolutions were duly passed. Further
information on the Proposals and Resolutions are set out in the
Circular, posted to shareholders on 18 April 2017 and available on
the Company's website, www.zoodigital.com.
Subdivision
Following the passing of General Meeting Resolutions 1 and 2,
the Company will now proceed with the re-organisation of the
Company's share capital through a subdivision of the Existing
Ordinary Shares that will create two classes of shares: Ordinary
Shares with a nominal value of one penny and Deferred Shares with a
nominal value of 14 pence. The Subdivision will become effective at
close of business today, 4 May 2017.
The proportion of the issued ordinary share capital of the
Company held by each Shareholder immediately before and after the
Subdivision will remain unchanged. Other than a change in nominal
value, the Ordinary Shares will carry equivalent rights as the
Existing Ordinary Shares under the Articles.
No application will be made to the London Stock Exchange for
admission of the Deferred Shares to trading on AIM nor will any
application be made for them to be admitted to the Official List or
to any other recognised investment exchange. The Deferred Shares
will have no right to vote, attend or speak at general meetings of
the Company and will have no right to receive any dividend or other
distribution and will have only limited rights to participate in
any return of capital on a winding-up or liquidation of the
Company. The Deferred Shares are effectively valueless. The
Deferred Shares are required to be issued in order for the
aggregate par value of the Company's share capital, once
sub-divided, to remain the same as prior to the Subdivision.
The ISIN code for the Ordinary Shares will remain
GB00B1FQDL10.
Admission and Total Voting Rights
Following the passing of the Resolutions at the General Meeting,
ZOO has allotted and issued (subject only to Admission) 40,833,334
New Ordinary Shares. Application has been made to the London Stock
Exchange for such New Ordinary Shares to be admitted to trading on
AIM and it is expected that Admission will occur and that dealings
will commence at 8.00 a.m. on 5 May 2017.
Following Admission there will be 73,493,994 Ordinary Shares in
issue, each carrying one voting right. No shares are held in
treasury. The total number of voting rights in the Company is
therefore 73,493,994. This number may be used by shareholders as
the denominator for the calculation by which they will determine if
they are required to notify their interest in, or a change in their
interest in, the share capital of the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.
Directors Shareholdings
Upon Admission, following the completion of the issue of New
Ordinary Shares as set out in the Circular, the beneficial
interests of the Directors (including their spouses and their
participation in the ZOO Digital Group Share Incentive Plan) will
be as follows:
Director Number of Percentage of
Ordinary Shares Enlarged Share
Capital
Stuart Green 11,531,235 15.69%
Roger Jeynes 342,222 0.47%
Helen Gilder 67,887 0.09%
Gordon Doran 6,033 0.01%
Total 11,947,377 16.26%
Unless otherwise defined in this announcement, capitalised words
and phrases used in this announcement shall have the same meanings
given to them in the Company's announcement of 18 April 2017.
For further enquiries please contact:
0114 241
ZOO Digital Group plc 3700
Stuart Green - Chief Executive
Officer
Helen Gilder - Chief Finance Officer
020 7220
finnCap 0500
Henrik Persson / Emily Watts /
Alex Price (corporate finance)
Camille Gochez (corporate broking)
0778 090
Alma PR 1979
Josh Royston / Hilary Buchanan
About ZOO Digital Group plc:
ZOO Digital is a provider of services allowing quality TV and
movie content to be subtitled in any language and prepared for sale
with all major online retailers. ZOO's clients are some of the
best-known brands in the world including major Hollywood studios,
global broadcasters and independent distributors.
ZOO's point of difference in the marketplace is its development
and use of innovative cloud technology. This ensures that content
is subtitled in any language and delivered to all the major online
platforms such as Amazon, iTunes, Google and Hulu with reduced time
to market, higher quality and lower costs. ZOO's agile, cloud-based
business model enables clients to respond to market trends, scale
easily with business growth and capitalise on new routes to market
in the fast moving and evolving digital industry.
ZOO operates from the entertainment hubs of Los Angeles and
London with a development and production centre in Sheffield. Its
full-service proposition includes digital distribution, subtitling
& captioning, metadata creation & localisation, dubbing,
artwork localisation, workflow and asset management.
www.zoodigital.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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May 04, 2017 07:15 ET (11:15 GMT)
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