Notice of AGM

RNS Number : 1673F

Dillistone Group PLC

28 April 2011

 



28 April 2011

Dillistone Group Plc

("Dillistone" or the "Company")

Posting of Notice of AGM and Annual Report and Accounts and proposed Bonus Issue

Dillistone, the AIM quoted supplier of recruitment software, is pleased to announce that it has today posted its notice of annual general meeting, to be held at 11 a.m. on 13 June 2011 at the registered office of the Company, 3^rd Floor, 50-52 Paul Street, London EC2A 4LB ("AGM"), and its report and accounts in respect of the financial year ended 31 December 2010, to shareholders.

At the AGM Dillistone will propose, amongst other matters, an ordinary resolution to approve a bonus issue of two new ordinary shares of 5 pence each, credited as fully paid ("Bonus Shares") for every one existing ordinary share of 5 pence each in the issued share capital of the Company ("Ordinary Shares") held by each shareholder on the register of members at 5.00 p.m. on 13 June 2011 (the "Record Date") (the "Bonus Issue").

The effect of the Bonus Issue will be to increase the number of Ordinary Shares in issue and the holding of each shareholder will be increased on a pro rata basis with an expected corresponding adjustment to the market price of each share.

As at 15 April 2011 (being the latest practicable date prior to publication of the AGM notice), there were 5,665,441 Ordinary Shares in issue. On the basis that no further Ordinary Shares are issued on or before Monday 13 June 2011, being the date of the AGM and the Record Date, 11,330,882 Bonus Shares will be issued under the Bonus Issue and an amount of approximately £566,545 standing to the credit of Company's profit and loss account will be capitalised and will then be applied in paying up in full at par such Bonus Shares.  There are outstanding 33,884 options capable of exercise during the period prior to the Record Date and accordingly appropriate authority will be sought to ensure that the obligation to issue Bonus Shares attributable to any further Ordinary Shares issued under such options prior to the Record Date can be satisfied.

Application will be made to the London Stock Exchange for the Bonus Shares to be admitted to trading on AIM. It is expected that Admission will take place and dealings in the Bonus Shares will commence on 14 June 2011.

Having taken appropriate advice, the Board believes that the Bonus Issue may increase liquidity and marketability of the Ordinary Shares.

The Bonus Shares, which will be capable of being held in either certificated or uncertificated (CREST) form as appropriate, will be issued to the shareholders of the Company on the Record Date and are not being marketed. The rights and restrictions attaching to the Bonus Shares will be as currently set out in the articles of association in relation to the existing Ordinary Shares. The Bonus Shares will rank pari passu in all respects with the existing Ordinary Shares, save that they will not rank for any dividend declared prior to the Record Date or for the proposed final dividend of the Company in respect of the financial period ended 31 December 2010 to be approved by shareholders at the AGM .

Following the Bonus Issue taking effect, the exercise price and the number of outstanding options granted under the Dillistone Group Plc Share Option Scheme will be adjusted to take account of the Bonus Issue. As a result of the Bonus Issue, no change will be made to the dilution limits applicable under the Scheme.

The total number of ordinary shares of 5 pence each in the share capital of Dillistone in issue following the issue of the Bonus Shares will be 16,996,323 (assuming that no options are exercised between the date of this announcement and the Record Date) with each ordinary share of 5 pence each holding one voting right.  There are no ordinary shares of 5 pence each held in treasury.  Confirmation will be given of the final number of Bonus Shares issued and resulting total issued share capital following the Record Date in accordance with the Company's obligations under the Disclosure and Transparency Rules.

Contacts:

Mike Love (Chairman)     Dillistone Group Plc                   020 7749 6100

Jason Starr (Managing Director)  Dillistone Group Plc       020 7749 6100

Julie Pomeroy (Finance Director) Dillistone Group Plc       020 7749 6100

Emily Staples (Nomad)   Religare Capital Markets            020 7444 0800

Daniel Briggs (Broker)    Religare Capital Markets             020 7444 0500

Tom Cooper       Winningtons Financial PR                      020 3176 4722

 

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