16th Oct 2015 07:00
16 October 2015
PeerTV plc
("PeerTV" or "the Company")
Proposed Share Consolidation
The Company announces today that it proposes to undertake a Share Consolidation of 1 new ordinary share for every 1,000 Ordinary Shares, with the fractional entitlements arising from the Share Consolidation being aggregated and sold in the market and for the benefit of the Company. Following the Share Consolidation, Shareholders will still hold the same proportion of the Company's ordinary share capital as before the Share Consolidation (save in respect of fractional entitlements and subject to any further issue of shares). The new ordinary shares will carry equivalent rights under the Articles to the Ordinary Shares.
The Share Consolidation is conditional, inter alia, upon the passing by Shareholders of ordinary resolutions at a General Meeting which will be held at 3.00 p.m. on 02 November 2015 at the offices of Edwin Coe LLP, 2 Stone Buildings, Lincoln's Inn, London WC2A 3TH.
The circular, containing the letter from the Chairman which is set out below, relating to the Share Consolidation containing the notice of the General Meeting (the "Circular") will be posted to Shareholders today. The Circular will soon be available to view on the Company's website http://www.peertvplc.com
Application will be made to the London Stock Exchange for the new ordinary shares arising out of the Share Consolidation to be admitted to trading on AIM ("Admission"). On the assumption that, inter alia, the Resolution in the notice of General Meeting is passed at the General Meeting, it is expected that Admission will become effective on 03 November 2015.
As at 15 November 2015, the Company had 1,873,487,420 Ordinary Shares in issue. If the number of issued Ordinary Shares remains unchanged in the period prior to the Share Consolidation (and ignoring the effects of fractional entitlements), immediately following Admission, the Company would have 1,873,487 new ordinary shares in issue, with each share carrying the right to one vote. No shares are held in treasury. Therefore, the total number of voting rights in the Company would be 1,873,487. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure and Transparency Rules.
Further enquiries:
PeerTV Plc
Eitan Yanuv, Chairman
Tel: +972 974 07315
ZAI Corporate Finance Limited
Tim Cofman / Jamie Spotswood
Tel: +44 20 7060 2220
Daniel Stewart & Company plc
David Coffman
Tel: +44 207 776 6550
Letter from the Chairman of PeerTV plc
To Shareholders
BACKGROUND TO PROPOSED SHARE CONSOLIDATION
The price at which the Company's ordinary shares are traded on AIM has recently fallen towards the nominal value of such ordinary shares. Further falls, should they occur, are likely to restrict the ability of the Company to issue ordinary shares to secure further financing for the Company.
Accordingly, in order to rectify the position, the Company has been advised that it may reorganise its share capital as follows:
1. first, by each of its existing ordinary shares of 0.01 pence each being subdivided into one ordinary share of 0.00001 pence each and one C subordinated share 0.00999 pence each; and
2. second, by every 1,000 ordinary shares of 0.00001 pence each resulting from such subdivision being consolidated into one new ordinary share of 0.01 pence each.
The result of this would be that each ordinary shareholder would hold one new ordinary share for every 1,000 existing ordinary shares currently held which would be traded on AIM but in addition would hold 1,000 C Subordinated shares for every such new ordinary share.
The new Ordinary Shares arising on implementation of the Share Consolidation will have the same rights as the existing Ordinary Shares, including in respect of voting rights, entitlement to dividends and other rights. Further (and ignoring the effect of fractional entitlements), although the Share Consolidation will reduce the number of ordinary shares in the capital of the Company held by each Shareholder by a factor of 1,000, the Share Consolidation should not, by itself, affect the market value of their shareholding. The C subordinated shares would carry no rights as to voting or dividends and would be of no economic value.
This proposal is the subject of Resolutions 1 to 3, described in more detail below.
In addition, the board is proposing to update the existing authorities to allot shares and disapply pre-emption rights. This is the subject of Resolutions 4 and 5, described in more detail below.
General Meeting of the Company
In order to effect the proposals, a notice convening a General Meeting to consider and, if thought fit, pass the resolutions is set out in the Notice of General Meeting attached to this document. A summary of the resolutions is set out below:
Resolution 1: | which will be proposed as a special resolution, seeks to subdivide each existing ordinary share of 0.01 pence each into one ordinary share of 0.00001 pence and one C subordinated share 0.00999 pence. |
Resolution 2: | which will be proposed as a special resolution, seeks to consolidate every 1,000 ordinary shares of 0.00001 pence each resulting from the subdivision effected pursuant to Resolution 1 into one new ordinary share of 0.01 pence each. |
Resolution 3: | which will be proposed as a special resolution, seeks amend the articles of association to set out the rights of the C Subordinated shares. |
Resolution 4: | which will be proposed as an ordinary resolution, seeks to grant the Directors authority to allot new ordinary shares in the capital of the Company up to an aggregate par value of £10,000. Such authority is to expire at the conclusion of the next annual general meeting of the Company. |
Resolution 5: | which will be proposed as a special resolution, seeks to disapply statutory pre-emption rights in respect of the allotment for cash of new ordinary shares up to an additional aggregate par value of £10,000 ,such disapplication to expire on the same date as the expiration of any authority given in terms of Resolution 4. |
Fractional Entitlements
The proportion of the issued ordinary share capital of the Company held by each Shareholder following the Share Consolidation will, save for fractional entitlements, be unchanged. To effect the Share Consolidation it may be necessary to issue such minimum number of additional existing Ordinary Shares (not exceeding 999 in total) so that the aggregate nominal value of the ordinary share capital is exactly divisible by 1,000.
No Shareholder will be entitled to a fraction of a new Ordinary Share and where, as a result of the consolidation of existing Ordinary Shares described above, any Shareholder would otherwise be entitled to a fraction of a new Ordinary Share in respect of their holding of existing Ordinary Shares at the Record Date, such fractions shall be aggregated with the fractions of new Ordinary Shares and sold in the market. The costs (including the associated professional fees and expenses) that would be incurred in distributing such proceeds to the Fractional Shareholders are likely to exceed the total net proceeds distributable to such Fractional Shareholders. The Board has consequently decided that proceeds arising from the sale of new Ordinary Shares formed by the aggregation of fractions of new Ordinary Shares will be retained for the benefit of the Company.
Share Certificates
Assuming that Resolutions 1 to 3 - which effect the reorganisation of share capital - are approved by Shareholders, new share certificates will be issued within 10 business days following the GM. The record date for the share capital reorganisation will be 4.30p.m. on the date of the GM or any adjourned GM. The new ordinary shares are expected to be admitted to AIM at 8 a.m. on 3 November 2015 with CREST accounts credited as early as practicable on that date. Following the Share Consolidation, the Company's new SEDOL code will be BYZ9Z481 and its new ISIN code will be GB00BYZ9Z481.
Effects of the Share Consolidation on Share Options and Warrants
The rules of the Share Options Plans and terms of the Warrant Instrument executed by the Company in June 2013 provide that in the event of any consolidation of the share capital of the Company, then the number of shares subject to the Share Option Plan or Warrant and/or the exercise price payable on exercise of an Option or Warrant shall be adjusted accordingly to reflect the concentrative effect of the relevant share consolidation.
Action to be Taken
Shareholders will find a form of proxy enclosed for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the form of proxy (together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such authority) must be deposited at the Company's registrars SLC Registrars, 42-50 Hersham Road, Walton on Thames, Surrey KT12 1RZ, not later than 48 hours prior to the time fixed for the meeting. A form of proxy is enclosed for this notice, completion of the form of proxy will not preclude an ordinary shareholder from attending or voting in person.
Recommendation
Your board believes that the proposals set out in this document are in the best interests of the Company and shareholders as a whole and unanimously recommends that you vote in favour of the resolutions.
Yours faithfully
Eitan Yanuv
Chairman
Related Shares:
PTV.L