TIDMVRS
RNS Number : 8443P
Versarien PLC
12 October 2023
12 October 2023
Versarien plc
("Versarien" or the "Company")
Notice of General Meeting
Versarien plc (AIM: VRS), the advanced materials engineering
group, announces that a Notice of General Meeting ("General
Meeting") will be posted to shareholders today. The General Meeting
will be held on Monday 30 October 2023 at 10.00 a.m. at the offices
of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT.
The purpose of the General Meeting is to approve a share capital
reorganisation, which consists of a redesignation of the existing
ordinary shares of the Company, and renewal of the Company's share
capital authorities.
The formal notice of the General Meeting including full details
of all resolutions to be proposed ("Resolutions") is available to
view on the Company's website at www.versarien.com.
The Company values shareholder participation and values the
votes of shareholders, so it encourages all shareholders to
exercise their voting rights by completing and submitting a proxy
form as soon as possible. It would also be helpful if shareholders
could submit any questions in advance of the General Meeting via
IFC Advisory Limited, the Company's financial PR and investor
relations adviser, at versarien@investor-focus.co.uk.
Background
At the last general meeting of the Company, held on 4 July 2023,
the Company explained that it wished to renew its share capital
authorities to enable it to provide bridging finance whilst certain
assets were marketed for sale.
As described in the commercial update on 2 October 2023,
discussions remain ongoing regarding the sale of these assets, but
at this juncture there can be no certainty that sales can be
satisfactorily concluded before the existing working capital is
exhausted and consequently further funding may be required from the
capital markets.
However, the Company's existing ordinary shares have, at times,
traded on AIM at a price less than the nominal value of such
shares. Under the Companies Act 2006, a company is unable to issue
shares at a subscription price which is less than the nominal value
of shares of the same class. This means that, as the nominal value
of the Company's existing ordinary shares is currently one penny,
the Company could not issue further Ordinary Shares at a price of
less than one penny per share without a reorganisation of the
existing ordinary shares. The Board, therefore, considers it
prudent to implement the proposed share capital reorganisation in
order that the nominal value of the new ordinary shares becomes
lower than one penny therefore allowing the Company the possibility
to raise funds by issuing further shares, should the Directors
elect to do so in due course.
Additionally, the lower share price means that the authorities
granted at the Company's previous general meeting have scope to
generate less aggregate funds so the directors are seeking
shareholder approval to also renew those authorities to potentially
generate greater working capital for the Company's short and medium
term needs.
Share Capital Reorganisation and amendments to the Articles of
Association
Accordingly, it is proposed to reorganise the existing ordinary
share of 1p each ("Existing Ordinary Share") into one new ordinary
share of 0.1p ("New Ordinary Share") and one new deferred share of
0.9p each ("New Deferred Share").
The New Ordinary Shares will in all material respects, have the
same rights (including rights as to voting, dividends and return of
capital) as the Existing Ordinary Shares. The New Ordinary Shares
will be traded on AIM in the same way as the Existing Ordinary
Shares, with the exception of the difference in nominal value.
The rights attached to the New Deferred Shares will be set out
in the Articles (as per Resolution 2 in the Notice of General
Meeting). The New Deferred Shares will have little economic value
as they will not carry any rights to vote or dividend rights,
although the New Deferred Shares will rank pari passu with the New
Ordinary Shares on a return of capital on a winding up of the
Company.
The Company does not intend to make any application for the New
Deferred Shares to be admitted to trading on AIM or any other
public market. The New Deferred Shares will not be transferable
without the prior written consent of the Company. No share
certificates will be issued in respect of the New Deferred Shares.
The Board may further appoint any person to act on behalf of all
the holders of the New Deferred Shares to transfer all such shares
to the Company in accordance with the terms of the Companies
Act.
It is not intended to issue new share certificate(s) to the
holders of the New Ordinary Shares following the Share Capital
Reorganisation. Existing share certificate(s) will remain valid for
the same number of shares but with a different nominal value of
0.1p per share. Following the Share Capital Reorganisation should
you wish to receive an updated share certificate please contact the
Registrars at the address set out in this document. The nominal
value of shares already held in CREST will be updated at
approximately 8.00 a.m. on 31 October 2023.
By effecting the Share Capital Reorganisation in this way, the
total nominal value of the Company's entire issued share capital
remains the same with New Ordinary Shares having a nominal value of
0.1p plus New Deferred Shares having a nominal value of 0.9p.
The Share Capital Reorganisation is conditional upon, and
effected by, the approval of Resolutions 1 and 2 at the General
Meeting as required by the Companies Act 2006 and the Articles. If
Resolutions 1 and 2 are passed, the Share Capital Reorganisation
will become effective at 6.00 p.m. on the Record Date.
The Articles are proposed to be amended to allow for the issue
of the New Deferred Shares, which are proposed to be issued as part
of the Share Capital Reorganisation. Resolution 2 amends the
Company's existing Articles to include provision in respect of the
rights and restrictions attaching to the Deferred Shares. The
changes are set out in Part 2 of the Circular.
Recommendation
The Board considers that the Resolutions are in the best
interests of the Company and its shareholders, taken as a whole.
The Board unanimously recommends that the Shareholders to vote in
favour of the Resolutions, as the Directors intend to do so in
respect of their own beneficial holdings.
If the Resolutions are not approved at the General Meeting, the
Company may not be able to raise equity funding, and if no
alternative funding can be secured, the Company's ability to
operate as a going concern will be put at risk.
Expected timetable of principal events
2023
Publication and dispatch of the circular and Form of Proxy 12
October
Latest time and date for receipt of the Form of Proxy 10.00 a.m.
on 26 October
Time and date of the General Meeting 10.00 a.m. on 30
October
Results of the General Meeting announced through RNS 30
October
Record Date for Share Capital Reorganisation 6.00 p.m. on 30
October
Admission and dealings in New Ordinary Shares 8.00 a.m. on 31
October
All references to times in this timetable are to London times
and each of the times and dates are indicative only and may be
subject to change.
Terms used and not defined in this announcement shall have the
same meanings given to them in the Notice of General Meeting.
For further information please contact:
Versarien c/o IFC
Stephen Hodge, Chief Executive Officer
Chris Leigh, Chief Financial Officer
SP Angel Corporate Finance (Nominated Adviser and Broker)
Matthew Johnson, Adam Cowl +44 (0)20 3470 0470
IFC Advisory Limited (Financial PR and Investor Relations)
Tim Metcalfe, Zach Cohen +44 (0) 20 3934 6630
For further information please see : http://www.versarien.com
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END
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October 12, 2023 02:00 ET (06:00 GMT)
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