Gunsynd PLC - Notice of GM and Issue of Equity
RNS Number : 9373J
Gunsynd PLC
16 April 2020
 

Gunsynd PLC

("Gunsynd" or the "Company")

Notice of GM and Issue of Equity

 

Gunsynd (AIM: GUN, AQSE: GUN) announces that it will post a Circular to Shareholders ("the Circular") tomorrow, including a proposed share capital consolidation and Notice of General Meeting ("GM").

The GM will be held at 11:00 a.m. on 4 May 2020 at the offices of the Company at Suite 3B, Princes House, 38 Jermyn Street, St James's, London, SW1Y 6DN.

 

As a part of the proposed Consolidation, whereby every 85 Existing Ordinary Shares of 0.001 pence each will be consolidated into 1 New Ordinary Share of 0.085 pence, it will be necessary to issue an additional 64 Existing Ordinary Shares so that the Company's issued ordinary share capital is exactly divisible by 85. These additional Existing Ordinary Shares will be issued to the Company's share registrar before the record date for the Consolidation. Since these additional shares would only represent a fraction of a New Ordinary Share, this fraction will be sold or transferred pursuant to the arrangements set out in the circular. As such, an application will be made for 64 Existing Ordinary Shares of 0.001 pence each to be admitted to trading on AIM and AQSE prior to the Consolidation. It is expected that admission of 64 Existing Ordinary Shares will become effective on or around 1 May 2020.

A copy of the Circular will be posted to shareholders tomorrow and will be available on the Company's website: http://www.gunsynd.com.

An extract from the Chairman's Letter in the Circular is set out below.

All capitalised terms used throughout this announcement shall have the meanings given to such terms in the Definitions section of this announcement and as defined in the Circular.

 

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

+44 20 7440 0640

 

Cairn Financial Advisers LLP

James Caithie / Liam Murray

+44 20 7213 0880

 

Peterhouse Corporate Finance

Lucy Williams

+44 20 7469 0930 

 

 

 

Notice of General Meeting

 

1.   Introduction

 

I am writing to inform you to the general meeting (the "General Meeting") of the Company to be held at the offices of the Company at Suite 3B, Princes House, 38 Jermyn Street, St James's, London, SW1Y 6DN at 11:00 a.m. on 4 May 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").

 

As a result of the ongoing Coronavirus (COVID-19) pandemic, and in line with the Government's Stay at Home Measures ("Measures"), the Board is adopting a number of changes to the traditional running of the General Meeting. In order to reduce the risk of infection 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.

 

2.   Consolidation of Existing Ordinary Shares

 

The Directors are proposing the Consolidation of the Company's issued and outstanding Ordinary Shares because they believe that it will bring the Company's share capital into line with the size of the Company

 

The terms of the proposed Consolidation are that every 85 Existing Ordinary Shares of 0.001 pence each will be consolidated into 1 New Ordinary Share of 0.085 pence. Such New Ordinary Shares will have the same rights and be subject to the same restrictions (save as to par value) as the Existing Ordinary Shares.

 

To affect the Consolidation, it will be necessary to issue an additional 64 Existing Ordinary Shares so that the Company's issued ordinary share capital is exactly divisible by 85. These additional Existing Ordinary Shares will be issued to the Company's share registrar before the record date for the Consolidation. Since these additional shares would only represent a fraction of a New Ordinary Share, this fraction will be sold or transferred pursuant to the arrangements set out below.

 

In addition, the Consolidation will give rise to fractional entitlements to a New Ordinary Share where any holding is not precisely divisible by 85. No certificates regarding fractional entitlements will be issued. No Shareholder will be entitled to a fraction of a share and all fractional entitlements resulting from the Consolidation are to be aggregated into whole shares and such numbers of shares so arising are to be sold by the Board and the net proceeds of sale retained by the Company.

 

For the avoidance of doubt, the Company is only responsible for dealing with fractions arising on registered holdings. For Shareholders whose shares are held in the nominee accounts of stockbrokers, intermediaries, or other nominees, the effect of the Consolidation on their individual shareholdings will be administered by the stockbroker or nominee in whose account the relevant shares are held. The effect is expected to be the same as for shareholdings registered in beneficial names, however, it is the stockbroker's responsibility to deal with fractions arising within their customer accounts, and not the Company's.

 

Where options and other rights have been granted in relation to the Existing Ordinary Shares, the numbers of New Ordinary Shares to which these rights apply will be adjusted to take account of the Consolidation.

 

Share certificates in respect of the New Ordinary Shares will be issued following the Consolidation or, in the case of uncertificated holders, Euroclear UK and Ireland Limited will be instructed to credit the CREST participant's account with New Ordinary Shares.

 

Accordingly, a resolution is to be proposed at the General Meeting to consolidate the issued share capital of the Company in accordance with section 618 of the Companies Act 2006 and the Company's Articles of Association.

 

Following the Consolidation, Shareholders will still hold the same proportion of the Company's ordinary share capital as before the Consolidation.

 

Explanatory notes to the Notice of General Meeting

 

At the General Meeting, an ordinary resolution will be proposed seeking approval of the Consolidation. For the Resolution to pass, more than half of the votes cast must be in favour of the Resolution.

 

Action to be taken by Shareholders

 

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 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.

 

 

-ENDS-


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