Notice of AGM and Share Capital Reorganisation

RNS Number : 9516Y

Pentagon Protection PLC

08 March 2012

 



Pentagon Protection plc

("Pentagon" or "the Company" or "the Group")

Notice of Annual General Meeting and Share Capital Reorganisation

Pentagon Protection plc (AIM: PPR) announces that its Annual General Meeting (the "AGM") will be held on 3 April 2012 at 10.00 a.m. at the offices of Nabarro LLP at Lacon House, 84 Theobald's Road, London WC1X 8RW. One of the resolutions to be considered at the AGM is the approval of a proposed share capital reorganisation explained further below. 

Share Capital Reorganisation

Over the past few weeks, the share price of the Company has been trading around the nominal value of the Company's ordinary shares, being 0.1p. The Companies Act 2006 ("Act") prevents a company from issuing shares at a discount to the nominal value of its shares. Should the Company wish to raise equity capital at a future date, it would be unable to do so if its share price drops below 0.1p. Your board of directors ("Board") believes it is therefore prudent to use this opportunity to carry out a share capital reorganisation by way of a subdivision and consolidation ("Share Capital Reorganisation").

It is proposed that there will be a subdivision of each existing ordinary share of 0.1p in the capital of the Company ("Existing Ordinary Share") into one ordinary share of 0.01p ("Split Ordinary Share") and one deferred share of 0.09p ("Split Deferred Share").

Thereafter, every 100 Split Ordinary Shares will be consolidated and redesignated as one new ordinary share of 1p in the capital of the Company ("New Ordinary Share") and every 100 Split Deferred Shares shall be consolidated and redesignated as one new deferred share of 9p in the capital of the Company ("New Deferred Share"). The New Deferred Shares will have rights such that in practical terms they will have no value and will not be quoted. The Board may decide to cancel the New Deferred Shares at a future date.

Subject to the passing of Resolution 4, in the Notice of AGM, it is intended that the New Ordinary Shares will be admitted to trading on AIM on 4 April 2012. The dispatch of new share certificates in respect of the New Ordinary Shares will be posted to shareholders during the week commencing 9 April 2012. Crest accounts will be credited with the New Ordinary Shares on 4 April 2012. The Company will consolidate the fractional entitlements to New Ordinary Shares and may sell such number of New Ordinary Shares on the market for the benefit of the Company.

A Circular which sets out full details of the Share Capital Reorganisation and a copy of the Company's Annual Accounts for the period ending 30 September 2011 have been sent to Shareholders who have not elected (or been deemed to have elected) to receive communications electronically. Copies of the Circular and Annual Accounts will also be available from the Company's registered office or on the Company website at www.pentagonprotection.com.

End

Enquiries:

Pentagon Protection Plc Haytham ElZayn, Chairman	Tel: [phone]
Pentagon Protection Plc Steve Chambers, Managing Director	Tel: [phone]
Seymour Pierce Limited Jonathan Wright	Tel: [phone]
Rivington Street Jon Levinson	Tel: [phone]

Notes to Editors:

Admitted to AIM in March 2003 Pentagon Protection PLCis a global specialist in the development and application of high performance window films that provide cost-effective and immediate energy saving and security solutions to flat glass installed in buildings.

As experts in enhanced security and blast mitigation, in September 2008 Pentagon acquired SDS Group Limited, an established security consulting and training company of over 30 years and a leading supplier of security equipment.

SDS Group supplies security equipment, including highly-specialist security and search equipment, mainly to governments, police forces and security and defence forces in the UK and around the world. SDS has strong relationships with customers and extends their offering to clients by providing expert knowledge and further training and consultancy. The acquisition of SDS is in support of the group plans for continued expansion in the security marketplace.

Steve Chambers joined Pentagon Protection Plc as Managing Director and was appointed to the main Board of Directors as of 15 November 2010.

 

END

 

 

MSCKVLBBLXFLBBE