Greenchip Investments PLC
11 May 2005
For Immediate Release
Greenchip Investments PLC ("the Company/Greenchip")
A Circular containing, inter alia, a notice of an Extraordinary General Meeting
of the Company to be held at 21 Arlington Street, London SW1on Thursday, 2 June
2005 at 10.30 am has been sent to shareholders today. The details are as
The Circular contains proposals for:
• an increase in the authorised share capital;
• a subdivision of the existing ordinary shares into ordinary shares
and deferred shares;
• a 1 for 50 consolidation of the share capital and;
• the approval of the proposed new investment strategy.
The purpose of this letter is to give you details about the proposed
reorganisation and consolidation of the share capital and other business
proposed to be transacted at the EGM.
2. Background and reasons for the Reorganisation and Consolidation
The Directors consider that the Company would benefit from a reorganisation and
consolidation of the Company's share capital and accordingly are proposing that,
the Company effect a subdivision of each of its Existing Shares into one 0.01p
Share and 99 Deferred Shares of 0.01p each.
The Deferred Shares so created will have no voting or dividend rights and, on a
return of capital, the right only to receive the amount paid up thereon after
the holders of the 0.01p Shares have received the aggregate amount paid up
thereon plus £1 million per 0.01p of nominal value of the ordinary share capital
held by them. Consequently the Deferred Shares will, effectively, be valueless.
The Company therefore intends in due course to repurchase all of the Deferred
Shares without making any payment to the holders thereof.
The rights of the Deferred Shares will allow a transfer of all the Deferred
Shares to be executed by a person nominated by the Directors on behalf of the
beneficial owners. The purpose of this is to facilitate the purchase of such
Deferred Shares by the Company. Accordingly, the Directors propose to nominate
the Company Secretary of the Company as the person to execute a transfer of all
of the Deferred Shares in due course.
Pending the repurchase by the Company of the Deferred Shares, no share
certificates will be issued in respect of them, nor will 0.01p shareholders be
credited in respect of any entitlement to Deferred Shares.
The Reorganisation is being proposed in order to facilitate the Consolidation.
In addition, in order to create numbers of shares which are divisible by 50, it
is also proposed that the authorised share capital be increased to £5,000,000
3. Details of the Reorganisation
As part of the Reorganisation:
each of the 165,000,000 Existing Shares in issue as at the Record Date will be
subdivided into one 0.01p Share and 99 Deferred Shares; and
each of the 335,000,000 Existing Shares which, as at the Record Date are
unissued, will be subdivided into 100 0.01p Shares.
The Deferred Shares will have no income or voting rights. The only rights
attaching to the Deferred Shares will be to receive the amount paid up on a
winding-up of the Company once the holders of the 0.01p Shares have received
£1,000,000 per 0.01p of nominal value of the ordinary share capital held by
them. The Deferred Shares will not be transferable. Therefore the Deferred
Shares are of negligible value and all of the value that is currently
attributable to the Existing Shares will be attributable to the 0.01p Shares
following the implementation of the Reorganisation.
No share certificates will be sent to Shareholders in respect of the 0.01p
Shares or Deferred Shares arising from the Reorganisation.
The Reorganisation requires the approval of Shareholders in general meeting and
so resolutions will be proposed at the EGM to increase the Company's authorised
share capital, implement the Reorganisation and to amend the Company's articles
of association (to set out the rights attaching to the Deferred Shares).
4. Details of the Consolidation
It is therefore proposed that, provided that the Reorganisation is implemented
by the passing of Resolutions 1, 2 and 3 at the EGM, then, with effect from the
Record Date, every 50 0.01p Shares, whether issued or unissued, will by the
passing of Resolution 4 be consolidated into one ordinary share of 0.5p.
At the Record Date any Fractional Entitlements will be aggregated, sold in the
market and any proceeds of sale retained for the benefit of the Company.
An ordinary resolution will be proposed at the EGM in order to approve the
Subject to Resolutions 1, 2, 3 and 4 being passed, admission of the Consolidated
Shares to trading on AIM is expected to become effective and dealings in such
securities commence at 8.00 am on 3 June 2005.
Subject to Resolutions 1,2,3 and 4 being passed, new share certificates will be
issued for the Consolidated Shares to Shareholders who hold Existing Shares in
certificated form. The new certificates are expected to be dispatched by first
class post to Shareholders at their own risk within 7 days of the EGM.
For Shareholders who hold Existing Shares in uncertificated form through the
CREST system, the relevant CREST securities accounts are expected to be credited
on 3 June 2005.
5. Approval of Investment Strategy
Shareholders will find information on the Company's ongoing investment strategy
proposed by the Directors set out in the Chairman's Statement accompanying the
Annual Report and Accounts for the year ended 31 December 2004. Under the
amended AIM Rules, the Directors are required to obtain shareholder approval for
this strategy and a resolution to this effect is included in the Notice as
11 May 2005
This information is provided by RNS
The company news service from the London Stock Exchange