Notice of EGM

RNS Number : 2565K

Thorpe(F.W.) PLC

26 July 2013

 



26 July 2013

F W Thorpe Plc

("F W Thorpe" or the "Company")

Notice of Extraordinary General Meeting

The Board of F W Thorpe is pleased to announce that a circular (the "Circular") has been published today convening an extraordinary general meeting of the Company ("EGM") to be held at 9.00 a.m. on 16 August 2013 at the offices of the Company at Merse Road, North Moons Moat, Redditch B98 9HH.

The purpose of the EGM is to seek shareholder approval for the proposed Share Split and the adoption of new articles of association.

Background to the Share Split

The share price of the Existing Shares has more than doubled over the last five years with a middle market closing price of 1,050 pence per Existing Share as at 24 July 2013 (being the latest practicable date prior to the publication of the Circular). The Directors therefore believe that it is appropriate to recommend a ten-for-one Share Split, which will increase the number of ordinary shares by a factor of ten, with an expected resultant reduction in share price.

This process has a number of potential benefits for Shareholders: these include moving the share price into what the Directors believe to be a more normal range and improving the liquidity of the Company's shares.  The Directors also believe that a Share Split should help attract and retain a more diverse shareholder base.

It is therefore proposed that when the Share Split becomes effective:

each Existing Share be sub-divided into 10 New Shares

As at the date of this announcement, there are 11,893,559 Existing Shares allotted, called up and fully paid.  Immediately following the Share Split becoming effective, there will be 118,935,590 New Shares allotted, called up and fully paid.

The financial position of the Company will not be affected by the Share Split, nor will its assets, liabilities or shareholders' funds be reduced. Immediately after the Share Split becomes effective, each Shareholder will hold the same percentage of the issued share capital as was held immediately before the Share Split became effective.

Apart from taking into account the greater number of shares in issue, the Directors do not intend to alter the dividend policy as a result of the Share Split.

The Share Split is conditional upon the passing of Resolution 1 by the Shareholders and upon Admission.  Application will be made for Admission, and dealings in the New Shares are expected to commence, at 8.00 a.m. on 19 August 2013 and, at that time, the Existing Shares will be removed from AIM and will no longer be traded.

For holdings in uncertificated form, it is expected that the appropriate share accounts in CREST will be credited with Shareholders' entitlements to the New Shares on 19 August 2013.  For holdings in certificated form, it is expected that share certificates for the New Shares will be sent to Shareholders (at their own risk) on 23 August 2013 or as soon as practicable thereafter.

Certificates representing Existing Shares will stop being valid upon the Share Split becoming effective and they should be destroyed on receipt of the appropriate share certificate representing the New Shares.  Transfers between the date on which the Share Split becomes effective and the date on which share certificates in respect of the New Shares are sent out will be certified against the register if required.  No temporary or renounceable documents of title in respect of any of the New Shares will be issued.

The Share Split will not constitute a disposal of the Existing Shares for the purposes of UK capital gains tax legislation.  Each Shareholder's holding of New Shares derived from that Shareholder's Existing Shares will be treated for capital gains tax purposes (and for the purposes of UK corporation tax on chargeable gains) as the same asset as that Shareholder's Existing Shares and therefore will be treated as having the same aggregate acquisition cost and having been acquired at the same time (or times) as that Shareholder's Existing Shares were acquired.  The Share Split will not give rise to any liability to UK stamp duty or stamp duty reserve tax.  If you are in any doubt as to your tax position or you are resident or subject to tax in any jurisdiction other than the UK, you should consult your professional adviser.

Adoption of New Articles

The Directors believe it appropriate to propose the adoption of new articles of association which are more in line with current best practice.

The Existing Articles were adopted in 1992 and were last updated in 2008.  The Directors have decided that the New Articles should be in modern plain English, be brought into line with the Companies Act 2006 and generally and as advocated by the Government, not replicate provisions contained in the Companies Act 2006.  The Directors believe that the Company should adopt the New Articles rather than seek to amend the Existing Articles. 

The key changes made to reflect this approach (and to bring the New Articles more in line with current best practice) are summarised in the Appendix to the Circular.

Action to be taken

The notice of the Extraordinary General Meeting of the Company, to be held at the offices of the Company at Merse Road, North Moons Moat, Redditch, B98 9HH, attached to the Circular, sets out the Resolutions to approve the Share Split and the adoption of the New Articles.  Whether or not Shareholders intend to be present at the EGM, they are requested to complete the Form of Proxy, in accordance with the instructions printed on it, and return it to Equiniti as soon as possible and in any event so as to be received not later than 9.00 a.m. on 14 August 2013.

Completion and return of the Form of Proxy will not affect a Shareholder's right to attend and vote in person at the EGM.  Forms of Proxy received late will not be valid.

Recommendation

The Board believes that the Share Split and the adoption of the New Articles are in the best interests of the Company and its Shareholders as a whole.  Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting, as they intend to in respect of the Existing Shares in which the Directors or connected persons are beneficially interested, representing approximately 54 per cent of the issued share capital of the Company.

Documents available for inspection

Copies of the Circular, the Existing Articles and the New Articles will be available for inspection at the Company's registered office during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this announcement up to and including 16 August 2013.  They will also be available for inspection at the Extraordinary General Meeting for at least 15 minutes prior to and during the meeting.

The Circular, the Existing Articles and the New Articles will be available on the Company's website at: www.fwthorpe.co.uk

For further information, please contact:

F W Thorpe Plc                                                            Tel:  [phone]

Andrew Thorpe - Chairman and Joint Chief Executive                        

Craig Muncaster - Group Financial Director                                        

N+1 Singer - Nominated Adviser                                     Tel:   [phone]

Richard Lindley

EXPECTED TIMETABLE OF EVENTS

Latest time and date for receipt of Forms of Proxy for EGM           9.00 am on 14 August 2013

Extraordinary General Meeting                                                    9.00 am on 16 August 2013

Latest time and date for dealing in the Existing Shares                  4.30 pm on 16 August 2013

Record date for the Share Split                                                    5.00 pm on 16 August 2013

Effective date for the Share Split                                                  19 August 2013

Admission and first day of dealings in the New Shares                  8.00 am on 19 August 2013

Share accounts in CREST credited with entitlements                    8.00 am on 19 August 2013

to the New Shares                                                                    

Share certificates for the New Shares despatched             23 August 2013

ISIN for Existing Shares                                                              GB0008901042

ISIN for New Shares                                                                   GB00BC9ZLX92

DEFINITIONS

Admission                                             admission of the New Shares to trading on AIM

AIM                                                      the market of that name operated by London Stock Exchange plc

Board or Directors                                  the board of directors of the Company

Company                                              F W Thorpe Plc, registered in England and Wales with company number 00317886, whose registered office is at Merse Road, North Moons Moat, Worcestershire, B98 9HH

CREST                                                 a relevant system (as defined in the CREST regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)

EGM or Extraordinary General Meeting    the extraordinary general meeting of Shareholders of the Company convened for 9.00 am on 16 August 2013

Equiniti                                                 a trading name of Equiniti Limited, the Company's registrars

Existing Articles                                    the articles of association of the Company as at the date of this announcement

Existing Shares                                     ordinary shares of 10p each in the capital of the Company (and each an "Existing Share")

Form of Proxy                                        the form of proxy for use by the Shareholders in connection with the EGM

New Articles                                          the new articles of association of the Company, to be adopted pursuant to the passing of Resolution 2 at the EGM

New Shares                                           ordinary shares of 1p each in the capital of the Company resulting from the passing and implementation of Resolution 1 at the EGM (and each a "New Share")       

Resolutions                                           the resolutions to be proposed at the EGM (and each a "Resolution")

Shareholders                                         holders of Existing Shares or New Shares (and each a "Shareholder"), according to the context

Share Split                                            the proposed sub-division of each of the Existing Shares

 

END

 

 

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