Notice of General Meeting

RNS Number : 2599H

Physiomics PLC

27 November 2015

 

Physiomics plc

("Physiomics") or (the "Company")

Notice of General Meeting

Share Capital Reorganisation

Physiomics announces that it has today dispatched a notice to convene a general meeting of the Company to be held at The Sadler Centre, The Oxford Science Park, Heatley Road, Oxford OX4 4GE on 14 December 2015 at 10am. The meeting will consider a proposed capital reorganisation of its share capital ("Reorganisation").The Reorganisation comprises a subdivision of the Existing Ordinary Shares (and also the unissued but authorised Ordinary Shares) to create the New Ordinary Shares (as defined below).

The Board considers the proposals to be in the best interests of the Company and Shareholders as a whole, and it recommends that Shareholders vote in favour of the resolutions to effect the Reorganisation.

Background to and reasons for the proposed reorganisation

The Company's Ordinary Shares of 0.04p each ("Ordinary Shares") are currently trading on AIM at a price close to their nominal value of 0.04p per share. English company law prohibits the issue of new shares by an English company at a price below their nominal value and, for this reason, the ability of the Company to raise funds by way of the issue of further equity could potentially be inhibited. Accordingly, the Directors are seeking Shareholders' authority to create a greater differential between the nominal value of the Ordinary Shares and their market price to provide flexibility for future share issues as required.

To give effect to the Reorganisation, the articles of association of the Company will need to be amended to make changes to allow the creation of deferred shares and these amendments will require Shareholders' approval at a General Meeting.

It is, therefore, proposed that each of the existing Ordinary Shares of 0.04p will be subdivided into one new Ordinary Share of 0.004p each ("New Ordinary Share") and one Deferred Share of 0.036p each ("Deferred Share").

Immediately following the Reorganisation becoming effective, each Shareholder's holding of New Ordinary Shares will be the same as their number of existing Ordinary Shares. Therefore, each Shareholder's proportionate interest in the Company's issued ordinary share capital will, and thus the aggregate value of their holding should, remain unchanged as a result of the Reorganisation.

Following the Reorganisation, and assuming no further Existing Ordinary Shares are issued between the date of the Circular and the Reorganisation becoming effective, the issued share capital will comprise 2,481,657,918 New Ordinary Shares and 2,481,657,918 Deferred Shares.

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. Conditional on, inter alia, the passing of the Resolutions, it is expected that Admission will become effective and that dealings in the New Ordinary Shares on AIM will commence on 15 December 2015.

Deferred Shares

The Deferred Shares will have no right to vote, attend or speak at general meetings of the Company and will have no right to receive any dividend or other distribution and will have only limited rights to participate in any return of capital on a winding-up or liquidation of the Company. No application will be made to the London Stock Exchange for admission of the Deferred Shares to trading on AIM or the ESM.

The Circular and GM Notice have been posted to shareholders and are available to view on the Company's website, www.physiomics.com.

Enquiries:

Physiomics plc                                                  

Dr Mark Chadwick, CEO

[phone]

WH Ireland Limited (broker/nomad)

Katy Mitchell

[phone]

 

END

 

 

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