Notice of AGM
Summary by AI BETAClose X
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (“UK MAR”). UPON PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION CONTAINED IN IT IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
21 October 2026
Fandango Holdings PLC
(“Fandango” or the “Company”)
Notice of Annual General Meeting; Share Consolidation; Update; Related Party Transactions
Fandango Holdings PLC (LSE: FHP) announces that the Company's Annual Report and Accounts for the years ended 28 February 2025 and 28 February 2026, together with the Notice of the Company's Annual General Meeting ("AGM") and Form of Proxy have been posted to shareholders that have elected to receive documentation in hard copy format and are also available on the Company's website at www.fandangoholdingsplc.com.
The AGM will be held on 17 November 2026 at 11.00 a.m. at the offices of MSP Secretaries Limited, Floor 2, 27-28 Eastcastle Street, London W1W 8DH. Shareholders are encouraged to vote by proxy following the instructions set out in the Notice of AGM.
Share Consolidation
At the AGM, a share consolidation will be proposed. Extracts from the Notice of AGM in connection with the Share Consolidation can be found below. Capitalised terms in this announcement will have the same meaning as set out in the Notice of AGM.
Admission Statistics
|
Number of Existing Ordinary Shares |
134,002,000 |
|
Number of Ordinary Shares in issue as at the Share Consolidation Record Date |
134,002,000 |
|
Conversion ratio of Existing Ordinary Shares to New Ordinary Shares |
25:1 |
|
Nominal value of a New Ordinary Share following the Share Consolidation |
2.5p |
|
Number of Ordinary Shares in issue immediately following the Share Consolidation
|
5,360,080 |
|
TIDM |
FHP |
|
LEI Old ISIN New ISIN |
213800JKH2KSD3OKJJ63 GB00BF2P0G38 GB00BM944T34 |
Expected Timetable of Principal Events
|
Publication and posting of the Notice of AGM and the Form of Proxy to Shareholders
|
21 October 2026 |
|
Latest time and date for receipt of completed Forms of Proxy and receipt of electronic proxy appointments via the CREST system |
11.00 a.m. on 13 November 2026 |
|
Time and date of the AGM |
11.00 a.m. on 17 November 2026 |
|
Announcement of result of the AGM |
17 November 2026 |
|
Record Date in respect of the Share Consolidation |
6.00 p.m. on 17 November 2026 |
|
Share Consolidation becomes effective and the New Ordinary Shares replace the Existing Ordinary Shares |
8.00 a.m. on 18 November 2026 |
|
CREST accounts expected to be credited in respect of New Ordinary Shares in uncertificated form |
18 November 2026 |
|
Expected date by which certificates in respect of New Ordinary Shares are to be despatched to certificated Shareholders
|
within 10 business days of Share Consolidation becoming effective |
Notes:
- Unless otherwise stated, all references to time in the Notice of AGM and in the above timetable are to the time in London, United Kingdom.
- Some of the times and dates above are indications only and if any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.
- Events listed in the timetable above are conditional upon, amongst other things, on the passing at the Annual General Meeting of the Resolutions.
Share Consolidation
The Directors believe that the Company's existing share capital structure is no longer appropriate. The Directors are therefore proposing to consolidate the existing ordinary shares of 0.1p each (“Existing Ordinary Shares”) so that every 25 Existing Ordinary Shares are consolidated into one new ordinary share of 2.5p (“New Ordinary Share”). The Share Consolidation will reduce the number of shares in issue from 134,002,000 Existing Ordinary Shares to 5,360,080 New Ordinary Shares.
The Share Consolidation requires the approval of Shareholders by way of an ordinary resolution at the AGM.
The Share Consolidation is conditional on admission of the New Ordinary Shares to the Equity Shares (Shell Companies) Category of the Official List of the Financial Conduct Authority ("FCA") and to trading on the main market for listed securities of the London Stock Exchange plc ("LSE") ("Admission").
Resolution 12 at the AGM proposes a 25:1 share consolidation where the Existing Ordinary Shares are consolidated into New Ordinary Shares of £0.025 each (“Share Consolidation”).
The effect of the Share Consolidation proposed in Resolution 12 will be that shareholders holding Existing Ordinary Shares on the Company’s register of members at 6.00 p.m. on 17 November 2026 (the “Share Consolidation Date of Effect”) will, on implementation, hold one New Ordinary Share for every 25 Existing Ordinary Shares held on that date.
The Directors consider that 134,002,000 issued shares is an unwieldy capital structure for the Company. The Share Consolidation will provide a more appropriate number of shares and nominal share price, while leaving each shareholder’s percentage economic interest unchanged, save for fractional entitlements.
Accordingly, the Directors believe that the Share Consolidation is in the best interests of shareholders and is necessary in order to provide the Company with a suitable share capital structure that will facilitate future growth opportunities.
Most shareholders will not hold at the Share Consolidation Date of Effect a number of Existing Ordinary Shares that is exactly divisible by the consolidation ratio described above.
The result of the Share Consolidation, if approved, will be that such shareholders will be left with a fractional entitlement to a resulting New Ordinary Share. Any such fractions as a result of the Share Consolidation will be aggregated and, the Directors will to the extent empowered by the Company’s articles of association sell the resulting shares in the market for the benefit of the Company. As all shareholdings in the Company will be consolidated, the number of ordinary shares held by each shareholder will be reduced, but the percentage of the total issued ordinary share capital of the Company held by each shareholder immediately before and following the Share Consolidation will, save for fractional entitlements, remain unchanged.
Shareholders should be aware that any shareholder holding fewer than 25 Existing Ordinary Shares at the Share Consolidation Date of Effect will not receive any New Ordinary Shares and on completion of the Share Consolidation will no longer be a shareholder.
The nominal value of the Company’s ordinary shares will change from £0.001 per share to £0.025 per share. Aside from having a different nominal value, each New Ordinary Share will carry the same rights as set out in the Company’s articles of association that currently attach to the Existing Ordinary Shares. The Share Consolidation will not affect the Company’s net assets, nor the net assets of the Group.
Subject to Resolution 12 being passed, the Share Consolidation will become effective and the New Ordinary Shares will replace the Existing Ordinary Shares with effect from 8.00 a.m. on 18 November 2026. The Company’s shares will remain suspended from trading until such time as the Company completes a reverse takeover, as previously notified.
The Company expects that the current ISIN in relation to the Existing Ordinary Shares will be disabled and marked for expiry in CREST after market close on 17 November 2026. The new ISIN for the New Ordinary Shares is GB00BM944T34. This new ISIN is expected to come into effect at 8.00 a.m. on 18 November 2026.
It is expected that shareholders who hold Existing Ordinary Shares in uncertificated form will have their CREST accounts credited with their New Ordinary Shares at 8.00 a.m. on 18 November 2026.
New share certificates in respect of the New Ordinary Shares will be issued within 10 business days following the Share Consolidation and will be posted to those shareholders who, on the Share Consolidation Date of Effect, hold their Existing Ordinary Shares in certificated form. These will replace existing share certificates which should then be destroyed. Pending the receipt of new shares certificates, the transfer of New Ordinary Shares in certificated form will be certified against the register of members of the Company.
Resolution 12 at the AGM must be passed in order for the Share Consolidation to proceed.
Fractional entitlements
The Share Consolidation will replace every 25 Existing Ordinary Shares with one New Ordinary Share. If an individual shareholding is not exactly divisible by 25, the shareholder in question will be left with a fractional entitlement. Any such fractions as a result of the Share Consolidation will be aggregated and, the Directors will to the extent empowered by the Company’s articles of association sell the aggregated shares in the market and the proceeds retained for the benefit of the Company. For the purpose of implementing this proposal, any Director shall be authorised to execute one or more instrument(s) of transfer in respect of such fractions of New Ordinary Shares on behalf of the relevant shareholders, and to do all acts and things the Directors consider necessary or desirable to effect such transfer. For the avoidance of doubt, the Company is only responsible for dealing with fractions arising on registered holdings.
Admission of the New Ordinary Shares
Application will be made for the New Ordinary Shares to be admitted to trading on the Main Market of the London Stock Exchange in place of the Existing Ordinary Shares. It is expected that the New Ordinary Shares will replace the Existing Ordinary Shares with effect from 18 November 2026. Trading in the shares will remain suspended.
Update on the proposed acquisition of 50% of the shares in Formosa Silver Mines, Inc (“Proposed Transaction”)
Further to the notification of 10 August 2026 regarding the Proposed Transaction, the Company can report that it continues to make progress on due diligence, the Competent Person’s Report and the other underlying workstreams that underpin the production of an Admission Document. The Proposed Transaction remains subject to due diligence, definitive documentation, regulatory approvals, shareholders’ approval and other conditions.
The Company reported on 10 August 2026 that, subject to the FCA approving the Company's application for cancellation of the listing of the Ordinary Shares and the London Stock Exchange completing the corresponding cancellation of admission to trading on the Main Market (“Cancellation”), it was expected that the Cancellation will become effective in early November 2026. Whilst the Company has made progress with this Proposed Transaction, the Company now expects this process to take longer – a further update announcement will be made at the time of the AGM.
Related Party Transactions
The Company is currently heavily indebted. As at 28 February 2026 the Company’s balance sheet showed Trade and other Payables of £878,000 and a convertible loan note reserve of £672,000 (of which £322,000 relates to Starpole Investments Limited). As at 28 February 2026 the Company’s balance sheet showed a net liability position of £869,000.
As at the current date there were amounts owing to the following parties (or entities associated with them) as follows:
|
Name |
Amount Owing (£) |
|
Charles Tatnall (Director) |
£440,422 |
|
James Longley (Substantial Shareholder) |
£384,578 |
|
Jason Brewer |
£168,000 |
|
Starpole Investments Limited (“Starpole”) |
£322,000 (this is part of the convertible loan note reserve referred to above) |
|
Total |
£1,315,000 |
The Company is proposing to re-designate the above debt into the 2026 Convertible Loan Notes (“2026 CLNs”), and it is expected that the 2026 CLNs will convert to New Ordinary Shares at the same time as the Proposed Transaction completes.
These 2026 CLNs will have a coupon of 0% and be convertible into New Ordinary Shares (i.e. post the Share Consolidation) at a conversion price of 5 pence per share. Conversion will take place upon completion of a reverse takeover.
In addition, it is expected that the above parties will, in the next two months, advance further cash sums, primarily to be used to settle Fandango’s running costs, and costs associated with the Proposed Transaction up to the point at which the Proposed Transaction is announced. In addition, there are expected to be further reimbursable expenses or fees which will be settled by 2026 CLNs. In total, these will amount to approximately £201,500 in addition to the £1,315,000 shown in the table above.
The issue of the 2026 CLNs to Charles Tatnall (a Director) and James Longley (a substantial shareholder) each constitute a material related party transaction under the UK Listing Rules and Disclosure Guidance and Transparency Directive (“DTR”).
Charles Tatnall is a director of the Company and is therefore a related party of the Company for the purposes of DTR 7.3.
As described above, the Company has agreed to issue a convertible loan note with a principal amount of £514,422 to Charles Tatnall in replacement of existing (£440,422) and expected future (£74,000) indebtedness owed by the Company to Mr Tatnall (or parties associated with him), and a convertible loan note with a principal amount of £458,078 to James Longley in replacement of existing (£384,578) and expected future (£73,500) indebtedness owed by the Company to Mr Longley (or parties associated with him).
The issue of the 2026 CLNs to Mr Tatnall and Mr Longley constitute related party transactions for the purposes of DTR 7.3 and, as the applicable percentage ratio calculated in accordance with DTR 7 Annex 1 is 5 per cent. or more, constitute material related party transactions for the purposes of DTR 7.3.
The directors of the Company, other than Charles Tatnall, consider that the terms of the 2026 CLN are fair and reasonable from the perspective of the Company and of shareholders who are not related parties, including minority shareholders.
Further fundraising
The Directors currently contemplate that, if the Proposed Transaction progresses as anticipated, the Company may seek to raise approximately £3.4 million in connection with the Proposed Transaction and the proposed AIM admission at an indicative price of 10 pence per New Ordinary Share. The timing, size and pricing of any such fundraising remain subject to, among other things, completion of due diligence and the Competent Person’s Report, execution of definitive transaction documentation, market conditions and regulatory approvals, and there can be no assurance that any such fundraising will proceed on those terms.
For further information, please contact:
Fandango Holdings plc
Charles Tatnall, Chairman crstatnall@gmail.com
Person responsible for arranging release
For the purposes of UK MAR, the person responsible for arranging the release of this announcement on behalf of the Company is Charles Tatnall, Chairman.
In accordance with UKLR 13.3.9R, a copy of the 2026 Report and Accounts, the Notice of Annual General Meeting and the Form of Proxy have been submitted to the Financial Conduct Authority's National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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