Greenchip Investments PLC
03 June 2005
For Immediate Release
Greenchip Investments PLC ("Greenchip" or "the Company")
The Directors are pleased to announce that the resolutions 1,2,3 and 4 dealing
with the proposed reorganisation and consolidation, details of which are set out
below, were passed (unanimously) at yesterday's EGM.
Background and reasons for the Reorganisation and Consolidation
The Directors considered that the Company would benefit from a reorganisation
and consolidation of the Company's share capital and proposed that the existing
ordinary shares be subdivided into one ordinary share of 0.01p and 99 deferred
shares of 0.01p each.
The deferred shares arising from the subdivision 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 ordinary shares have received the
aggregate amount paid up thereon plus £1 million per 0.01p of nominal value of
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 outstanding 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 as the person to execute a transfer of all the deferred
shares in due course.
Pending the repurchase by the Company of the deferred shares , no certificates
will be issued in respect of them, nor will 0.01p (ordinary) 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.
Details of the Reorganisation
As part of the Reorganisation:
(S) each of the 165,000,000 existing ordinary shares in issue as at 2
June 2005 will be subdivided into one 0.01p ordinary share and 99 deferred
(S) each of the 335,000,000 existing shares which, as at 2 June 2005
are unissued, will be subdivided into 100 0.01p ordinary 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 ordinary 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 ordinary
shares following the implementation of the Reorganisation.
No share certificates will be sent to shareholders in respect of the 0.01p
ordinary shares or the deferred shares arising from the Reorganisation.
Details of the Consolidation
Following the passing of the Resolutions and with effect from 2 June 2005 every
50 ordinary shares of 0.01p each will be consolidated into one ordinary share of
At 2 June 2005 any fractional entitlements will be aggregated, sold in the
market and any proceeds of sale retained for the benefit of the Company.
Application has been made for the admission of the consolidated shares to be
admitted to trading on AIM and dealings in such securities will commence at 8.00
am on 3 June 2005.
New share certificates will be issued in respect of 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.
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.
Approval of Investment Strategy
Resolution 5 proposing the approval of the investment strategy, details of which
are set out below, was passed (unanimously).
Recent changes in the Rules of the Alternative Investment Market of the London
Stock Exchange ("AIM") set out certain requirements which are relevant to your
Company, in particular, a need for the Directors to seek shareholder approval
for the Company's ongoing investment strategy. The specific requirements of the
Rules are set out as follows:
(a) To set out the precise business sector(s), geographical area(s) and type
of company in which the Company can invest;
(b) To state how long the Company can exist before making an investment or
having to return funds (if any) to shareholders;
(c) To state whether the Company will be a passive or active investor;
(d) To state how widely the Company will spread its investments;
(e) To state what expertise the directors have in terms of their abilities to
evaluate proposed investment(s) and how and by whom due diligence will be
performed on said investments.
The Directors' Strategy Statement is set out below:
(a) The Company is seeking to invest in a company (or companies) whose
business is in the Natural Resources, Financial or Healthcare sectors. Investee
companies are likely to be located in the United Kingdom, the Eurozone,
Australasia and/or North America. There is a clear preference to find a single
primary investment in one of the sectors outlined above.
(b) The Company's Directors and its principal shareholders are committed to
this strategy and will procure such capital or other monetary support to ensure
that the Company is able to meet its obligations for at least the remainder of
the current financial year. The Company also intends to carry out a Placing in
due course to further underpin its ability to conduct relevant due diligence on
promising potential acquisitions.
(c) Investment(s) made by the Company will most likely be made as a passive
(d) As was set out in the Admission Document of January 2002, the current
Directors have considerable commercial and financial experience gained over many
years. This experience will provide shareholders with the confidence that the
Directors have the ability both to make reliable preliminary evaluations of new
proposals in the preferred sectors and, when appropriate, ensure that fully
qualified sector specialists and professional advisers are engaged to conduct
all reasonable levels of due diligence into any prospective investment.
03 June 2005
This information is provided by RNS
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