TIDMTRT
RNS Number : 3861K
Transense Technologies PLC
21 September 2016
Transense Technologies Plc
("Transense" or the "Company")
Notice of AGM, Proposed Capital Reduction and Proposed Share
Consolidation
Transense Technologies Plc (AIM: TRT), the provider of sensor
systems for the transportation and industrial markets, announces
that it will tomorrow post to shareholders a notice of Annual
General Meeting ("AGM") to be held at finnCap Ltd, 60 New Broad
Street, London EC2M 1JJ on 23 November 2016 at 2.00pm. Copies of
the Notice of AGM are available on the Company's website
www.transense.co.uk.
Proposed Capital Reduction and Proposed Share Consolidation
The board recognises that the capital structure of the Company,
which currently includes valueless Deferred Shares and a
substantial share premium account, is no longer fit for purpose.
The Board are therefore bringing forward proposals at the
forthcoming AGM for a reduction in share capital by the
cancellation of the deferred shares and the share premium account.
This will result in the Company having distributable reserves
enabling the payment of dividends from income or return of capital
to shareholders from major licensing transactions or partial
disposals in future. Additionally, it is proposed that the ordinary
share capital is subject to a 50:1 consolidation to mitigate the
effect of prior dilutions on the unit price per share and to reduce
trading spreads and transaction costs for shareholders in future
dealings. Further details of the AGM, proposed Capital Reduction
and proposed Share Consolidation are provided below.
For further information please visit www.transense.co.uk or
contact:
Transense Technologies Tel: 01869 238380
Plc
Graham Storey, Chief
Executive
finnCap Tel: 020 7220 0500
Ed Frisby, Giles Rolls
(Corporate Finance)
Tony Quirke, Alice Lane
(Corporate Broking)
IFC Advisory Tel: 020 3053 8671
Tim Metcalfe, Graham
Herring, Heather Armstrong
About Transense Technologies
Based in Oxfordshire, UK, Transense has developed
patent-protected sensor systems and supporting technology for use
in a variety of diverse high growth markets. Transense's Surface
Acoustic Wave (SAW), wireless, battery-less, sensor systems offer
significant advantages over legacy wireless sensor systems.
Transense is targeting the transport and mining industries, and the
global torque, temperature and pressure sensing markets, via its
trading divisions, Translogik and SAWSense.
Transense's shares are admitted to trading on AIM, a market
operated by the London Stock Exchange (AIM: "TRT").
www.transense.co.uk
The information communicated in this announcement is inside
information for the purposes of Article 7 of Regulation
596/2014.
Unless otherwise defined herein, capitalised terms used in this
announcement shall have the same meanings as defined in the
circular.
Expected Timetable of Principal Events
Publication date of this document 21 September 2016
Latest time and date for receipt of Forms of Proxy 2.00 p.m. on
21 November 2016
Annual General Meeting 2.00 p.m. on 23 November 2016
Consolidation Record Date 6.00 p.m. on 23 November 2016
Effective time of the Share Consolidation, Admission and 8.00
a.m. on 24 November 2016
dealings in Consolidated Ordinary Shares expected to
commence on AIM
CREST accounts credited with Consolidated Ordinary Shares 24
November 2016
Court directions hearing 9 December 2016(1)
Capital Reduction Record Date 6.00p.m. on 20 December 2016
Court hearing to confirm the Capital Reduction 21 December
2016
Registration of Court Order and effective date of the Capital
Reduction 22 December 2016(2)
Anticipated date of dispatch for share certificates in respect
of Within 10 business days of
Consolidated Ordinary Shares Admission
Anticipated date of dispatch of cheques following sale of Within
10 business days of
Fractional Entitlement Shares Admission
If any details contained in the timetable above should change,
the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service.
Notes:
1. This date is subject to any changes which may be imposed by the Court.
2. This date will depend on, amongst other things, the date on
which the Court confirms the Capital Reduction.
Transaction Statistics
Existing Ordinary Shares 472,314,428
Consolidated Ordinary Shares in issue immediately following the
Share Consolidation 9,446,289
Nominal share value post Share Consolidation GBP0.50
Proposed New ISIN GB00BDHDTH21
Notes:
Assumes no ordinary shares in the capital of the Company are
issued between the date of this document and the Consolidation
Record Date other than an additional 22 ordinary shares to be
issued for the purposes of facilitating the Share
Consolidation.
Annual General Meeting, Proposed Capital Reduction and Proposed
Share Consolidation
1. Introduction
I am pleased to be writing to you with details of the 2016
Annual General Meeting of the Company, which will be held at
finnCap, 60 New Broad Street, London EC2M 1JJ on 23 November 2016
at 2.00 p.m. The formal notice of Annual General Meeting is set out
in the Appendix to this document.
I would like to explain to you the ordinary and special business
to be transacted and the Resolutions to be proposed at the Annual
General Meeting which are set out in full in the Notice:
-- section 2 explains our proposals in relation to the Capital Reduction;
-- section 3 explains our proposals in relation to the Share Consolidation; and
-- section 4 explains the other business proposed at the AGM (as
well as summarising all the Resolutions contained in the
Notice).
Section 5 of this letter sets out the action Shareholders are
asked to take, and section 6 contains the unanimous recommendation
of the Directors to vote in favour of the Resolutions.
2. The Capital Reduction
As at 30 June 2016, the Company had an accumulated deficit on
its profit and loss account of GBP22,016,000. Whilst the balance on
the Company's profit and loss account remains in deficit, the
Company will be unable to pay or declare a dividend due to
prohibitions under the Act.
Under the Act, a public company may reduce its capital and share
premium account if so authorised by its articles of association,
providing it obtains the approval of its shareholders by special
resolution in general meeting and that the Court confirms the
Capital Reduction. The reserve arising on such a Capital Reduction
may be utilised in eliminating the accumulated deficit on the
Company's profit and loss account and, subject to any creditor
protection required by the Companies Court, in creating
distributable reserves available for the payment of dividends, the
purchase by the Company of its own shares and for other corporate
purposes of the Company.
Accordingly, and in order to allow the Company to pay dividends
in the future, the Company proposes, subject to approval by
Shareholders, to apply to the Court to confirm the cancellation of
(i) all of the Deferred Shares and (ii) the amount standing to the
credit of the Company's share premium account as at 30 June 2016,
being GBP17,218,000, and to offset the reserves arising from both
(i) and (ii) against the deficit on the profit and loss account.
The combined effect will be that the current deficit on the profit
and loss account of GBP22,016,000 will be reduced to a surplus of
GBP2,025,000.
Accordingly, subject to Shareholder approval, an application
will be made to the Court in order to confirm and approve the
Capital Reduction. It is anticipated that the initial directions
hearing in relation to the Capital Reduction will take place on 9
December 2016, with the final hearing taking place on 21 December
2016. The Capital Reduction would then take effect once the Court
order was registered with Companies House, which it is expected
would take place within a few days of the Court order being made
(the "Effective Date").
In considering whether to confirm the Capital Reduction, the
Court takes account of the interests of the Company's creditors at
the time of the Capital Reduction (including contingent and
prospective creditors). The Court will need to be satisfied that
the interests of the Company's creditors will not be prejudiced as
a result of the Capital Reduction. If required to do so, the
Company will put in place such form of creditor protection as the
Court considers is appropriate. The Company currently understands
that it is likely that no creditor will be able to show that there
is any real likelihood that the Capital Reduction would result in
the Company being unable to discharge that creditor's debt or claim
when it fell due, which is the relevant test under the Act. If the
Court is satisfied that this is the case, then the reserve arising
on the Capital Reduction (following elimination of the accumulated
deficit on the Company's profit and loss account) will be
immediately distributable, subject to relevant accounts being
prepared in accordance with the Act's rules on making
distributions. It is, however, for the Court, ultimately, to
determine the question of whether any protection is required for
creditors, and if so, what form it should take.
The Deferred Shares
The Deferred Shares were created in 2010 in connection with a
share split to reduce the nominal value of the Company's ordinary
shares. Shareholders should note that the Deferred Shares have no
voting rights and carry no entitlement to receive notice of or
attend general meetings of the Company. They carry only the right
to participate in any return of capital to the extent of their
nominal capital but only after each Existing Ordinary Share has
received, in aggregate, capital repayments totalling GBP10,000,000
per Existing Ordinary Share. Accordingly, the Deferred Shares are,
for all practical purposes, valueless.
The notice of the AGM set out in the Appendix to this document
contains a Resolution (Resolution 8) to approve the proposed
Capital Reduction.
3. The Share Consolidation
Upon implementation of the Share Consolidation, Shareholders on
the register of members of the Company at the Consolidation Record
Date, will exchange every 50 Existing Ordinary Shares that they
hold for one Consolidated Ordinary Share. As all existing ordinary
shareholdings in the Company are proposed to be consolidated, the
proportion of the issued ordinary share capital of the Company held
by each Shareholder immediately before and after the Share
Consolidation will, save for fractional entitlements and those
holding fewer than 50 Existing Ordinary Shares, remain relatively
unchanged.
To effect the Share Consolidation, it may be necessary to issue
a minimal number of additional ordinary shares (anticipated to be
22 additional ordinary shares) prior to the Consolidation Record
Date so that the aggregate nominal value of the ordinary share
capital of the Company is exactly divisible by 50.
No Shareholder will be entitled to a fraction of a Consolidated
Ordinary Share and where, as a result of the Share Consolidation,
any Shareholder would otherwise be entitled to a fraction only of a
Consolidated Ordinary Share in respect of their holding of Existing
Ordinary Shares on the Consolidation Record Date (a "Fractional
Shareholder"), such fractions will be aggregated with the fractions
of Consolidated Ordinary Shares to which other Fractional
Shareholders of the Company may be otherwise entitled so as to form
full Consolidated Ordinary Shares ("Fractional Entitlement Shares")
which will then be sold, as explained below.
This means that any such Fractional Shareholders will not have a
resultant proportionate shareholding of Consolidated Ordinary
Shares exactly equal to their proportionate holding of Existing
Ordinary Shares, and as noted above, Shareholders with only a
fractional entitlement to a Consolidated Ordinary Share (i.e. those
Shareholders holding fewer than 50 Existing Ordinary Shares at the
Consolidation Record Date) will cease to be Shareholders of the
Company and will receive cash in lieu of their fractional
entitlements (subject to a minimum value of one pound
(GBP1.00)).
Accordingly, Shareholders currently holding fewer than 50
Existing Ordinary Shares who wish to remain a Shareholder of the
Company following the Share Consolidation will need to increase
their shareholding to at least 50 Existing Ordinary Shares prior to
the Consolidation Record Date. Shareholders in this position are
encouraged to obtain independent financial advice before taking any
action.
The Fractional Entitlement Shares following the Share
Consolidation will be sold on behalf of the relevant Fractional
Shareholders in the market. Subject only to the de minimis
provision below, the net proceeds of sale will be distributed
amongst the relevant Shareholders pro rata to their shareholdings
on the Consolidation Record Date. The Company anticipates that the
net proceeds of the sale will be distributed to shareholders within
10 business days of Admission, although this will ultimately be
decided by prevailing market conditions.
In the event that the net proceeds of sale are one pound
(GBP1.00) or more per any entitled Fractional Shareholder following
the Share Consolidation, then such proceeds will be paid to the
relevant Fractional Shareholder. However, if such net proceeds of
sale amount to less than one pound (GBP1.00) per any entitled
Fractional Shareholder, the costs that would be incurred in
distributing such proceeds are likely to exceed the total net
proceeds distributable to such Fractional Shareholders. The Board
is therefore of the view that, as a result of the disproportionate
costs in such circumstances, it would not be in the Company's best
interests to distribute such proceeds of sale and the proceeds will
instead be retained for the benefit of the Company in accordance
with Resolution 6(b).
Application will be made for the Consolidated Ordinary Shares to
be admitted to trading on AIM and the implementation of the Share
Consolidation is conditional on Admission occurring. This is
expected to take place at 8.00 a.m. on 24 November 2016, the day
after the Annual General Meeting.
The notice of AGM set out in the Appendix to this document
contains a resolution (Resolution 6) to approve the proposed Share
Consolidation.
4. Annual General Meeting: explanation of all other business and
summary of the Resolutions proposed
The notice convening the AGM is set out in the Appendix to this
document. The Resolutions are required in order to enable the
Company to implement the Capital Reduction, the Share Consolidation
and the other ordinary and special business that the Company
proposes to transact at the AGM.
Resolutions 1 to 6 will be proposed as Ordinary Resolutions.
This means that for these Resolutions to be passed, more than
one-half of the votes cast must be in favour of the Resolution.
Resolutions 7 and 8 will be proposed as Special Resolutions.
This means that for each of those Resolutions to be passed, at
least three-quarters of the votes cast must be in favour of the
Resolution.
Resolution 1 - To receive and adopt the Annual Report and
Accounts
It is proposed to receive and adopt the Company's annual
accounts for the financial year ended 30 June 2016 together with
the Directors' report and independent auditor's report on those
accounts.
Resolution 2 - To receive and adopt the Remuneration Report
It is proposed to receive and adopt the Company's remuneration
report that is contained in the report of the Directors for the
year ended 30 June 2016. The report gives details of the directors'
remuneration for the year ended 30 June 2016 and sets out the
Company's overall policy on directors' remuneration. In accordance
with section 439 of the Act, this is an advisory vote only and does
not affect the actual remuneration paid to any individual
director.
Resolution 3 - Appointment of Auditors
This Resolution relates to the appointment of Grant Thornton UK
LLP as the Company's auditors to hold office until the next annual
general meeting of the Company and to authorise the Directors to
set their remuneration.
Resolution 4 - Reappointment of Directors
This Resolution deals with the reappointment of Melvyn Segal who
retires as a Director by rotation in accordance with the articles
of association of the Company and, being eligible, offers himself
for re-election as a director of the Company.
Resolution 5 - Allotment of Share Capital
This Resolution deals with the Directors' authority to allot new
ordinary shares in the capital of the Company in accordance with
section 551 of the Act.
The Board considers it appropriate that the Directors be granted
authority to allot shares in the capital of the Company up to a
maximum nominal amount of GBP1,574,381.50 representing
approximately 33.33% of the Company's issued ordinary share capital
as at 20 September 2016 (the latest practicable date prior to
publication of this document). The power will last until the
earlier of 23 February 2018 and the conclusion of the next annual
general meeting of the Company.
Resolution 6 - Share Consolidation
As described in more detail in section 3 above, this Resolution
will approve the Share Consolidation.
Resolution 7 - Disapplication of Statutory Pre-emption
Rights
This Resolution will give the Directors authority to allot
shares in the capital of the Company pursuant to the authority
granted under Resolution 5 above for cash without complying with
the pre-emption rights in the Act. This authority will permit the
Directors to allot shares up to a maximum nominal value of
GBP472,314.50 representing approximately 10.0% of the issued
ordinary share capital of the Company as at 20 September 2016 (the
latest practicable date prior to publication of this document)
otherwise than in connection with a pre-emptive offer to existing
Shareholders.
Resolution 8 - Capital Reduction
As described in more detail in section 2 above, this Resolution
will approve the Capital Reduction.
5. Action to be taken
You will find enclosed with this document a Form of Proxy for
use at the AGM. Whether you intend to be present at the AGM or not,
you are asked to complete the Form of Proxy in accordance with the
instructions printed on it and to return it to Neville Registrars
Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands
B63 3DA as soon as possible and, in any event, so as to be received
by no later than 2.00 p.m. on 21 November 2016. The completion and
return of the Form of Proxy will not preclude you from attending
the AGM and voting in person if you wish to do so.
Shareholders who hold their shares in the Company through CREST
are referred to the Notes to the Notice of Annual General
Meeting.
6. Recommendation
The Board considers that the Capital Reduction, the Share
Consolidation and the other business that it proposes to transact
at the AGM are in the best interests of the Company as a whole.
Accordingly, the Board recommends that you vote in favour of the
Resolutions as they have agreed to do in respect of their own
shareholdings representing 1.8% of the Existing Ordinary
Shares.
Yours faithfully
David Ford
(Chairman)
This information is provided by RNS
The company news service from the London Stock Exchange
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