Capital Reorganisation

RNS Number : 4532O

Jaywing PLC

18 August 2017

 

18 August 2017

Jaywing plc

("the Company")

Capital Reorganisation

Jaywing plc, the data driven, insight and creative agency, announces it has today posted to shareholders a circular (the "Circular") containing notice of a general meeting to be held at 12.00pm on 12 September 2017 at Cenkos Securities, 6.7.8 Tokenhouse Yard, London EC2R 7AS (the "General Meeting").

The General Meeting has been called to seek approval for a capital reorganisation involving the consolidation and then sub-division of the Company's share capital (together "the Capital Reorganisation") and the adoption of New Articles of Association.

Background to and Reasons for the Capital Reorganisation

As at the date of this announcement, the Company currently has approximately 1,500 Shareholders. Of these, approximately 1,200 Shareholders have registered holdings of less than 100 Ordinary Shares, representing approximately 80 per cent of the total number of Shareholders but less than 0.04 per cent of the Company's total Ordinary Shares in issue. The majority of these shareholdings date back to 2006, when shareholders in Seashell II Limited received shares in the Company which at the time was called Digital Marketing Group PLC. As a result, the Company has a disproportionately large number of shareholders holding very few shares.

The large number of Shareholders has continued to incur additional costs to the Company. The Board believes that it is not in the Company's best interests to continue to bear these costs. Accordingly the Board proposes to proceed with the Capital Reorganisation, comprising the Consolidation of 100 Existing Ordinary Shares of 5p each into 1 Consolidated Share of £5 each, and the subsequent Sub Division of each Consolidated Share into 100 New Ordinary Shares of 5p each.

Pursuant to the Capital Reorganisation, the board proposes to sell the Fractional Entitlement to a Consolidated Share which will accrue to the Small Shareholders without any transaction cost being charged to the Shareholder.

It is proposed pursuant to the Resolution numbered 3 that the Company's Articles of Association will be replaced with new Articles of Association so as to enable the Company to retain proceeds of such a placing of amounts of no more than £5 per Shareholder. This will benefit those Small Shareholders who will receive more than £5 from the sale of a Fractional Entitlement who may have considered selling their Ordinary Shares but decided not to do so due to the disproportionate dealing and administration costs relating to such a sale while allowing the Company to avoid the disproportionate expense of processing and dispatching proceeds of £5 or less per Shareholder.

If the Resolutions are passed, completion of the placing of Fractional Entitlements is to take place on 12 September 2017 and payment of the cash consideration in excess of £5 is to be made to the Small Shareholders by cheque or through their CREST accounts (as appropriate) within 14 days of completion.The Circular provides Shareholders with further explanation of the items of business and explains the action shareholders should take. The timetable associated with the Capital Reorganisation and General Meeting is shown below.

A copy of the Circular will be made available on the Company's website shortly.

Unless otherwise defined, capitalised terms within this announcement shall have the same meaning as those within the definitions section of the Circular.

An application will be made for the New Ordinary Shares to be admitted to trading on AIM on 13 September 2017 ("Admission"). Following Admission the Company's issued shares capital will remain unchanged at 86,895,767 ordinary share of 5p each.

The ISIN code for the New Ordinary Shares will be GB00BF5KDY46.

EXPECTED TIMETABLE

Latest time and date for receipt of Forms of Proxy to be valid at in respect of the General Meeting	12.00 p.m. on 8 September 2017
General Meeting	12.00 p.m. on 12 September 2017
Record Time in relation to the Consolidation and Sub-division	6.00 p.m on 12 September 2017
Admission of New Ordinary Shares to trading on the London Stock Exchange AIM market	8.00 a.m. on 13 September 2017
CREST accounts credited in respect of New Ordinary Shares	13 September 2017
Cheques dispatched following purchases of Fractional Entitlements	27 September 2017
Definitive share certificates dispatched in respect of New Ordinary Shares	27 September 2017

Ends

Enquiries:

Jaywing plc

Martin Boddy, Executive Chairman                                  Tel: [phone]

Michael Sprot, Company Secretary                                 Tel: [phone]

Cenkos Securities plc. - NOMAD and Broker

Nicholas Wells/Ivonne Cantú                                           Tel: [phone]

 

END

 

 

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