Notice of GM, proposed capital reorganisation
13 February 2020
RiverFort Global Opportunities plc
("RGO" or the "Company")
Capital reorganisation and reduction to enable the payment of dividends
Proposed expansion of investing policy
As previously announced, the Board has been working on ways to provide additional returns to investors. In particular, given the profitability of the Company as a result of investing in opportunities arranged by RiverFort Global Capital Limited, the Company's investment adviser, the Board expects that the Company will shortly be in a position to start paying dividends to shareholders. In order to do this, the Company has to eliminate the brought forward deficit on its profit and loss account by way of a capital reorganisation and capital reduction ("Capital Reorganisation").
The Capital Reorganisation needs to be approved by Shareholders at a general meeting ("GM"). It is proposed that as part of the Capital Reorganisation, every 100 existing ordinary shares of 0.1p each will be consolidated and then subdivided into 1 deferred share of 9.9p each and 10 new ordinary shares of 0.01p each, effectively representing a 1 for 10 consolidation and reduction in the number of shares in issue. The Capital Reorganisation will also eliminate the very small shareholdings in the Company, thereby saving expense for both the Company and shareholders.
The Company is also seeing an increasing number of attractive investment opportunities in both the property and specialist industrial sectors. It therefore makes sense to have a degree of flexibility with regard to investment sector so that the Company is able to invest in the most attractive opportunities presented to it which will ultimately be of greater benefit to shareholders. The Board is therefore proposing that the Company expands its investing strategy so as to be able to invest in these sectors.
As part of the business at the GM, the Company will also need to renew its existing authorities to issue shares given the adjustment to the Company's nominal ordinary share capital. Permission will also be sought to enable the Company to make market purchases of its own shares in the event that it is appropriate to do so.
Application will be made for the admission of the new ordinary shares for trading on AIM subject to the Company receiving approval for the Capital Reorganisation. Furthermore, the Company will shortly be applying for the number of new ordinary shares required to provide a whole number of shares in preparation for the Capital Reorganisation if approved. No admission will be sought for the Deferred Shares which will have no material value. The Company will then apply to the Court to implement the reduction of capital so as to eliminate the deficit on the Company's profit and loss account. The Capital Reorganisation will not have any impact on the Company's carried forward tax losses.
A circular and notice of GM (the "Document") will be posted to shareholders in order to convene a general meeting of the Company for 11.30am on Wednesday 4 March 2020, at which the permission of shareholders will be sought to proceed with the Capital Reorganisation. The Document will shortly be available on the Company website at www.riverfortglobalopportunities.com.
Phillip Haydn-Slater, Non-executive Chairman commented:
"The Capital Reorganisation represents the next step in our work to create value for shareholders and we look forward to providing shareholders with further information in due course "
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
For more information please contact:
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RiverFort Global Opportunities plc |
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+44 20 3368 8978 |
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Phillip Haydn-Slater, Non-executive Chairman |
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Nominated Adviser |
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+44 20 7628 3396 |
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Beaumont Cornish |
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Roland Cornish/Felicity Geidt |
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Joint Broker |
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+44 20 7186 9950 |
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Shard Capital Partners LLP |
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Damon Heath/ Erik Woolgar |
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Joint Broker |
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+44 20 7562 3351 |
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Peterhouse Capital Limited |
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Lucy Williams |
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EXPECTED TIMETABLE OF PRINCIPAL EVENTS
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Date of the Document and posting of the Form of Proxy |
13 February 2020 |
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Latest time and date for receipt of the Form of Proxy |
11:30 a.m. on 2 March 2020 |
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General Meeting |
11:30 a.m. on 4 March 2020 |
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Consolidation and Sub-Division Record Date |
6:00 p.m. on 4 March 2020
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Expected effective date of the Consolidation and Sub-Division |
5 March 2020 |
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Expected date of admission of New Ordinary Shares to trading on AIM |
5 March 2020 |
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Expected date CREST accounts are to be credited with New Ordinary Shares |
5 March 2020 |
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Expected date share certificates in respect of New Ordinary Shares are to be dispatched |
17 March 2020 |
The dealing codes for the New Ordinary Shares will be:
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TIDM |
RGO |
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ISIN |
GB00BKKD0862 |
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SEDOL |
BKKD086 |
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LEI |
2138005SIG2RM953YX87 |
Notes:
(1) References to times are to London time (unless otherwise stated).
(2) The timing of the events in the above timetable is indicative only and may be subject to change.
(3) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to a regulatory information service.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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