Secured Property Developments Plc - Notice of GM - Change of Name, Investment Strategy and Capital Reorganisation

22 March 2024

Secured Property Developments Plc

("SPD" or the "Company")

Notice of General Meeting

Capital Reorganisation

Change of name to Mollyroe Plc

New Investment Strategy

Notice of General Meeting

Secured Property Developments Plc is pleased to announce that it has posted a Circular to Shareholders, containing a notice of General Meeting to be held at 10:30 a.m. on 29 April 2024 at the offices of Peterhouse Capital Limited, Third Floor, 80 Cheapside, London, EC2V 6EE.

A copy of the Circular will shortly be available at: http://spdplc.online/

Shareholders will be asked to approve, inter alia, a capital reorganisation its Ordinary Shares, change its name to Mollyroe Plc, adopt a new investment strategy, receive dis-application of pre-emption rights and receive authority to allot ordinary shares.

Paul Ryan, Executive Director of the Company commented: "We are pleased to be offering these proposals as we set the Company on a new footing with its proposed new investment strategy. This strategy if approved, is to focus on opportunities in the technology sector, initially with opportunities in spatial computing and intelligent natural interfaces that are the next computing paradigm which will fundamentally change human and machine interaction".

Share Consolidation and Share Sub-Division

It is proposed to consolidate and sub-divide the Ordinary Shares of £0.20 on a one for 0.05 basis, into 40,275,480 Ordinary Shares of £0.0001 each. Therefore, assuming the Resolutions pass, the figure of 40,275,480 should be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

861,740 post Share Consolidation (included in the 40,275,480 Ordinary Shares of £0.0001) new Ordinary Shares will be allotted for advisory services, in lieu of cash, on passing the Resolutions.

Change of name to Mollyroe Plc

The Company is also proposing to change its name to Mollyroe Plc, trading with the ticker "MOY".

New Investment Strategy

The Directors are also proposing the adoption of a new Investment Strategy, with a particular focus on opportunities in the technology sector.

A copy of the Executive Director's letter, the expected timetable of principal events and definitions sections contained in the Circular are set out in full below of this announcement without material amendment or adjustment.

The Directors of the Company accept responsibility for the contents of this announcement.

Enquiries

Company:

Paul Ryan - Executive Director    

spdplconline@gmail.com

Peterhouse Capital Limited

Financial Adviser and Corporate Broker

Guy Miller and Charles Goodfellow

+ 44 (0)20 7469 0930

21 March 2024

To Shareholders

Notice of General Meeting

AND    

Share Consolidation

Sub-Division

Change of name to Mollyroe Plc

Adoption of new Investing Strategy

Electronic Communications

Authority to allot new Ordinary Shares and dis-application of pre-emption rights

1. Introduction

This Circular sets out the background to and the reasons the adoption of an Investment Strategy and other matters to be proposed at the General Meeting. It also explains why the Directors consider the Proposals to be in the best interests of the Company and Shareholders as a whole and why they recommend that Shareholders should vote in favour of the Resolutions to be proposed at the General Meeting.

On 20 December 2023, the Company announced the on-market purchase of ordinary shares in the Company equating to approximately 29.16% of the issued share capital, from outgoing Directors of the Company. The new Directors, Paul Ryan and Noel Lyons, bought 143,627 Ordinary Shares each, equating to 7.29% respectively of the issued share capital of the Company.

Conditional upon the approval of the Proposals at the General Meeting, the Company will adopt a new investing strategy, further described below in paragraph 5.

A notice convening a General Meeting at 10:30 a.m. on 29 April 2024, at the offices of Peterhouse Capital Limited, Third Floor, 80 Cheapside, London, EC2V 6EE, to consider the Resolutions, is set out at the end of this Circular.

2. Directors Warrants and Broker Warrants

Please read this paragraph in conjunction with paragraph 4 below "Share Consolidation, Share Sub-Division"

It is also intended that Directors shall be awarded share purchase warrants to subscribe for up to 3,000,000 new Ordinary Shares in aggregate, at an exercise price of £0.008 each (post Share Consolidation) and valid for a period of 5 years from the date of issuance, vesting immediately on award (Directors Warrants), subject to the Resolutions being approved:

In the event that all or part of such Directors Warrants are exercised within 24 months from the date of issuance, then the holder shall receive, upon exercise of each warrant, one new bonus warrant with an exercise price of £0.013 (post Share Consolidation) each, expiring on the 5^th anniversary of issue and vesting immediately on award.

Additionally, conditional on the Proposals being approved by Shareholders at the General Meeting, the Company has agreed to issue Peterhouse with broker warrants to subscribe for 3,000,000 new Ordinary Shares, exercisable at £0.008 (post Share Consolidation) and valid for a period of 5 years (Broker Warrants) upon approval of the Resolutions. The Company has also conditionally agreed to issue the Excession Trust with warrants to subscribe for 3,000,000 new Ordinary Shares, exercisable at £0.008 (post Share Consolidation) and valid for a period of 5 years upon approval of the Resolutions. Peterhouse and the Excession Trust will be granted one new bonus warrant on the same terms as the Directors Warrants, referred to in the paragraph immediately above.

Neither the Directors Warrants nor the Broker Warrants/Excession Trust warrants will be admitted to trading on the Aquis Growth Market.

Conditional on approval of the Proposals, the Directors Ordinary Shares and Directors Warrants in the Company will be as follows:

The Company intends to undertake further grants of warrants to employees, consultants and Directors following the passing of the Resolutions. The Directors expect to issue warrants up to approximately 10% of the Company's issued share capital from time to time. It is expected that these warrants will have a life to expiry of 5 years from the date of grant. The Directors will be mindful that any warrants granted, in respect of the size of the Company, will be in accordance with Quoted Company Alliance guidelines.

3. Dis-application of pre-emption rights and authority to allot shares

It is noted that at the Annual General Meeting held on 6 July 2023, authorities to allot new Ordinary Shares were not tabled as a resolution. In order to facilitate any proposed future fundraising in order to implement its intended Investment Strategy with minimal limitations, it is necessary for the Directors to seek authority from Shareholders at the General Meeting pursuant to the Companies Act 2006 to, inter alia, issue new Ordinary Shares and to issue further shares for cash. The Directors may look to raise additional funds for the Company following the General Meeting, subject to any necessary resolutions being approved by Shareholders. It is noted that the Company is well capitalised and funding will not be required, except for potentially advancing a proposed transaction.

Full details of the authorities the Directors are seeking at the General Meeting are set out in the attached notice of General Meeting.

4. Share Consolidation, Share Sub-Division

It is proposed that, simultaneously with the other proposed Resolutions, the share capital of the Company be reorganised as follows:

1. The Ordinary Shares of £0.20 will be consolidated into new ordinary shares of £0.01 pence each on the basis of one new Ordinary Share for every 0.05 ordinary shares of £0.20 each.
2. Each existing Ordinary Share with a par value of £0.01 will then be subdivided into:

1. One ordinary share of £0.0001 each; and
2. One deferred share of £0.0099 each

Where the share capital reorganisation results in any Shareholder being entitled to a fraction of a new Ordinary Share, such fraction shall be aggregated and the Directors intend to sell (or appoint another person to sell) such aggregated fractions in the market and retain the net proceeds for the benefit of the Company.

Existing share certificates will cease to be valid following the Share Consolidation. New share certificates in respect of the new Ordinary Shares will be issued on or around 13 May 2024. No certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to the Deferred Shares. No application will be made for the Deferred Shares to be admitted to trading on the Aquis Exchange Growth Market or any other investment exchange.

The new Ordinary Shares will be freely transferable, and application will be made for the new Ordinary Shares to be admitted to trading on the Aquis Growth Market. The Deferred Shares will be transferable only with the consent of the Company and will not be admitted to trading on the Aquis Growth Market (or any other investment exchange). The holders of the Deferred Shares shall not, by virtue or in respect of their holdings of Deferred Shares, have any right to receive notice of any general meeting of the Company nor the right to attend, speak or vote at any such general meeting. Save as required by law, the Company need not issue share certificates to the holders of the Deferred Shares in respect of their holding thereof. The holders of Deferred Shares shall not be entitled to receive any dividend or distribution and shall only be entitled to any repayment of capital on a winding up once the holders of new Ordinary Shares have received £1,000,000 in respect of each new Ordinary Share held by them.

The result of the Share Consolidation is illustrated in the table below:

New share certificates will be issued in respect of the new Ordinary Shares (following the Share Consolidation and Share Sub-Division) held in certificated form and new share certificates will be issued in the name of Mollyroe Plc.

5. Investing Strategy

The Directors propose to change its investment strategy to focus on opportunities in the technology sector. The Company will focus on opportunities which would provide the Company with an economic interest (by equity, royalty or debt participation) and a controlling interest (through board or management positions) and whose potential value, over the long term, is greater than the price and costs expended by the Company to acquire them. The Company also reserves the ability to make investments outside of the technology sector, if the Directors believe that they will bring long-term value to shareholders. The Company does not propose to limit its search to any specific geographic location, however the Directors will ensure that the geographic location of any investment opportunity is suitable for institutional investment in the London market.

Initially within the technology segment opportunities are likely to arise in Spatial computing and intelligent natural interfaces are the next computing paradigm which will fundamentally change human and machine interaction. We are already seeing the impact of this rapidly evolving technology across all sectors (driverless cars being the most commonly quoted example), further, the interplay between these technologies and technologies traditionally created for the games industry (including but not limited to Virtual Reality, Unreal Engine and Unity) are disrupting numerous sectors from, training, AI driven simulation, architectural visualisation and data visualisation solutions that assimilate rich and complex data into intuitive, interactive spatial simulations for more rapid and efficient analysis, insight and learning. Our focus will be on investing in technology companies or technology-enabled services companies within this rapidly developing market.

6. General Meeting

There is attached to this Document the notice convening a General Meeting of the Company to be held at the offices of Peterhouse Capital Limited at Third Floor, 80 Cheapside, London, EC2V 6EE at 10:30 a.m. on 29 April 2024 at which the Resolutions will be proposed and a summary of the Resolutions is set out below.

At the General Meeting, the following Resolutions will be proposed, of which resolutions 1 to 4 will be proposed as ordinary resolutions and resolutions 5 to 6 will be proposed as special resolutions:

Resolution 1 will be proposed as an ordinary resolution, seeks approval for the Share Consolidation and Share Sub-Division

Resolution 2 will be proposed as an ordinary resolution, seeks approval to authorise the Directors to issue shares pursuant to section 551 of the Companies Act 2006

Resolution 3 will be proposed as an ordinary resolution, seeks approval for the proposed Investment Strategy

Resolution 4 will be proposed as an ordinary resolution, seeks approval for electronic communications with Shareholders and that the Company's articles of association be amended to reflect such electronic communications

Resolution 5 will be proposed as a special resolution, seeks to change the Company's name to Mollyroe Plc

Resolution 6 will be proposed as a special resolution, seeks approval to disapply the statutory pre-emption rights under section 561 of the Companies Act 2006

7. Action to be taken

Shareholders will find a Form of Proxy enclosed for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by the Company, not later than 10:30 a.m. on 25 April 2024, being 2 business days before the time appointed for holding the General Meeting. You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote and to speak at the General Meeting instead of you. Completion of the Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you so wish. Your attention is drawn to the notes to the Form of Proxy.

Recommendation

The Directors considers the Proposals to be in the best interests of the Company and the Shareholders as a whole and therefore recommend that you vote in favour of the Resolutions, as the Directors intend to do in respect of their own shares.

Yours faithfully,

Paul Ryan

For and on behalf of the Board

Secured Property Developments Plc

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

SHARE CAPITAL STATISTICS

DEFINITIONS

The following definitions apply throughout this Circular unless the context requires otherwise: