Notice of General Meeting

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 [e-mail].

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 Stephen Hodge, Chief Executive Officer Chris Leigh, Chief Financial Officer	c/o IFC
SP Angel Corporate Finance (Nominated Adviser and Broker) Matthew Johnson, Adam Cowl	[phone]
IFC Advisory Limited (Financial PR and Investor Relations) Tim Metcalfe, Zach Cohen	[phone]

For further information please see: http://www.versarien.com

 

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