Posting of Circular and Notice of General Meeting

RNS Number : 8631P

Gunsynd PLC

12 June 2020

 

Gunsynd PLC

("Gunsynd" or the "Company")

Posting of Circular and Notice of General Meeting

Gunsynd (AIM: GUN, AQSE: GUN) announces that, further to the Placing and Conditional Placing to raise £600,000 announcement released by the Company on 11 June 2020, it will today post a Circular to Shareholders ("the Circular") together with a Notice of General Meeting ("GM").

The GM will be held at 11:00 a.m. on 30 June 2020 at the offices of the Company at Suite 3B, Princes House, 38 Jermyn Street, St James's, London, SW1Y 6DN.

A copy of the Circular will be posted to shareholders today and will be available to download from the Company's website at http://www.gunsynd.com and the full text of the Letter from the Chairman is included below this announcement.

Shareholders should note the advice set out below regarding the potential impact of the COVID-19 outbreak on attendance at the General Meeting.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. 

The Directors of Gunsynd accept responsibility for this announcement.

For further information, please contact:

Gunsynd plc Hamish Harris	[phone]
Cairn Financial Advisers LLP James Caithie / Liam Murray	[phone]
Peterhouse Corporate Finance Lucy Williams	[phone]

Notice of General Meeting

1.  Introduction

I am writing to invite you to the general meeting (the "General Meeting") of the Company to be held at Suite 3B, Princes House, 38 Jermyn Street, St James's, London, SW1Y 6DN at 11:00 a.m. on 30 June 2020. This letter explains why the Directors recommend that shareholders of the Company (the "Shareholders") vote in favour of the resolutions being proposed at the General Meeting (the "Resolutions").

2.  The Placing

The Company announced on 11 June 2020 that it had raised £600,000 by way of a placing of 92,307,692 Placing Shares with existing and new investors at a placing price of 0.65 pence per Placing Share. The placing consists of the Firm Placing and the Conditional Placing.

The Placing Shares will represent approximately 55.3 per cent. of the Company's Enlarged Share Capital on Admission.

The Firm Placing Shares were placed pursuant to existing authorities granted to the Directors at the Company's annual general meeting held on 2 April 2020 and the Conditional Placing Shares are being placed conditional, inter alia, on the passing of the Resolutions being proposed at the General Meeting.

The Firm Placing is unconditional and the issue and allotment of the Firm Placing Shares shall take place at approximately 8.00 a.m. on or around 17 June 2020. The Conditional Placing is conditional, inter alia, upon Second Admission (which is expected to become effective with dealings in the Conditional Placing Shares to commence on or around 1 July 2020). The Placing has not been underwritten.

For the Conditional Placing to proceed, the Company requires Shareholder approval to authorise the Directors to allot the Conditional Placing Shares and dis-apply statutory pre-emption rights in relation to the issue of the Conditional Placing Shares.

3.  Details of the Placing

The Placing has raised approximately £600,000 (before expenses) pursuant to the placing of 92,307,692 Placing Shares at the Placing Price with new and existing investors.

All of the Firm Placing Shares have been placed pursuant to existing authorities granted to the Directors at the Company's annual general meeting held on 2 April 2020 whilst the Conditional Placing Shares are being placed conditional, inter alia, on the passing of the Resolutions at the General Meeting. It is expected that all of the Firm Placing Shares will be admitted to trading on AIM and AQSE at 8.00 a.m. on or around 17 June 2020 whilst it is expected that the Conditional Placing Shares will be admitted to trading on AIM and AQSE at 8.00 a.m. on or around 1 July 2020.

The Firm Placing is unconditional and the Firm Placing Shares shall be issued and allotted no later than 17 June 2020.

The Conditional Placing is conditional, inter alia, on the passing of the Resolutions at the General Meeting.

If such conditions are not satisfied or, if applicable, waived, by the date(s) and time(s) referred to above the Conditional Placing will not proceed.

Subject to shareholder approval at the General Meeting for the requisite authorities, investors subscribing for Placing Shares will also receive one Placing Warrant for every three ordinary shares subscribed for, exercisable at 1.3 pence and expiring on the two-year anniversary of the date of issue. In aggregate, 30,769,231 Placing Warrants have been conditionally issued. Further, as part of the commission arrangements, the Broker has been issued with 2,769,231 warrants subject to shareholder approval for the requisite authorities, on the same terms as the Placing Warrants.

4.  Director Participation

Hamish Harris and Donald Strang, Directors of the Company, have, on the same terms as the Placees above, subscribed for £39,000 in aggregate, being 6 million new ordinary shares in the placing representing 6.5% of the total Placing ("Director Participation"). The Director Participation shares will be issued as part of the Conditional Placing. Further, as participants in the Placing on the same terms as the Placees above, Hamish Harris and Donald Strang will each receive Placing Warrants, issued conditionally at one warrant for every three ordinary shares subscribed for on the same terms as the Placees.

The shareholdings of the Directors in question, both prior to and subsequent to the Director Participation, are as follows:

Director	No. of shares	Subscription shares	Resultant no. of shares	% of issued share capital
Hamish Harris	1,161,476	2,000,000	3,161,476	1.90
Donald Strang	4,450,980	4,000,000	8,450,980	5.07

The subscriptions described above, including the issue of the Placing Warrants, are deemed to be related party transactions for the purposes of Rule 13 of the AIM Rules. Peter Ruse, being the sole independent director of the Company for the purposes of Director Participation, considers, having consulted with the Company's Nominated Adviser, that the terms of the Director Participation and the issue of the Placing Warrants are fair and reasonable insofar as shareholders are concerned.

5.  General Meeting

Set out at the end of this Document is the Notice of General Meeting convening the General Meeting to be held at 11 a.m. on 30 June 2020 at Suite 3B, Princes House, 38 Jermyn Street, St James's, London, SW1Y 6DN, at which the Resolutions will be proposed.

Resolution 1 - Directors' Authority to Allot Shares

This is an ordinary resolution to grant the Directors with authority to allot and issue shares and grant rights to subscribe for shares in the Company for the purposes of Section 551 of the Act up to the maximum aggregate nominal amount of £212,500. This resolution replaces any existing authorities to issue shares in the Company and the authority under this resolution will expire at the conclusion of the next annual general meeting of the Company (unless renewed, varied or revoked by the Company prior to or on that date).

Resolution 2 - Disapplication of Pre-emption Rights

Resolution 2 proposes to dis-apply the statutory rights of pre-emption in respect of the allotment of equity securities for cash under Section 561(1) of the Act. This is a special resolution authorising the Directors to issue equity securities as continuing authority up to an aggregate nominal amount of £212,500 for cash on a non pre-emptive basis pursuant to the authority conferred by Resolution 1 above.

6.  Action to be taken by Shareholders

As a result of the ongoing Coronavirus (COVID-19) pandemic, and in line with the guidelines and restrictions on travel, movement and public gatherings imposed by the Government ("GovernmentMeasures"), the Board is adopting a number of changes to the traditional running of the General Meeting. In order to reduce the risk of infection and ensure shareholders can comply with the current Government Measures, we are asking Shareholders to not attend the General Meeting which will end immediately following the formal business. Any Shareholders who do attend will not be admitted.

Arrangements will be made by the Company to satisfy the requirements of a quorum for the General Meeting so that it may proceed. We encourage Shareholders to appoint the Chairman as their proxy with their voting instructions rather than attend the General Meeting in person.

Although the Notes to the Notice of the General Meeting refer to Shareholders being able to appoint a proxy or proxies, the Company would remind Shareholders that, in light of the current Government Measures, they will not be allowed entry to the General Meeting. However, the Company does value Shareholder participation and values the votes of Shareholders, so it would encourage all Shareholders to exercise their voting rights BUT ONLY by appointing the Chairman of the General Meeting to be their proxy. Any proxy received appointing a person other than the Chairman of the General Meeting as the Shareholder's proxy will deemed to have appointed the Chairman of the General Meeting as that Shareholder's proxy.

Shareholders will find enclosed with this letter a form of proxy for use at the General Meeting. The form of proxy should be completed and returned in accordance with the instructions printed on it so as to arrive at the Company at Suite 3B, Princes House, 38 Jermyn Street, St James's, London, SW1Y 6DN as soon as possible and in any event not later 11:00 a.m. on 26 June 2020.

7.  Recommendation

The Directors unanimously believe that the Resolutions are in the best interests of the Company and its Shareholders and unanimously recommend you vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings.

Yours faithfully

Hamish Harris

Executive Chairman

 

END

 

 

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