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
-
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.
-
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
5th 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:
Directors |
Ordinary Shares (post
Share Consolidation) |
Directors Warrants (post
Share Consolidation) |
Ordinary Shares on
exercise of all Directors Warrants (post Share
Consolidation) |
Ordinary Shares as a % of
the Enlarged Share Capital |
Noel
Lyons |
2,872,540 |
3,000,000 |
5,872,540 |
14.90% |
Paul
Ryan |
2,872,540 |
3,000,000 |
5,872,540 |
14.90% |
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.
-
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.
-
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:
-
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.
-
Each existing Ordinary
Share with a par value of £0.01 will then be subdivided
into:
-
One ordinary share of
£0.0001 each;
and
-
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:
Number of existing
Ordinary Shares currently held |
Number of New Ordinary
Shares held |
10 |
200 |
250 |
5,000 |
1,000 |
20,000 |
143,627 |
2,872,540 |
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.
-
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.
-
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
-
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
Publication of this
Document |
21 March
2024 |
Latest time and date for receipt of Forms of Proxy in
respect of the General
Meeting |
10:30 a.m. on 25 April
2024 |
Record Date for the General
Meeting |
10:30 a.m. on 25 April
2024 |
General
Meeting |
10:30 a.m. on 29 April
2024 |
Record Date for the Share Consolidation and Share
Sub-Division |
10:30 a.m. on 29 April
2024 |
Despatch of definitive certificates for Ordinary
Shares in certificated
form |
w/c 13 May
2024 |
Proposals become
effective |
29 April
2024 |
SHARE CAPITAL
STATISTICS
Ordinary Shares of 20
pence each in issue as at the date of the
Document |
1,970,687 |
Ordinary Shares of £0.0001
pence each in issue after the Share Consolidation and Share
Sub-Division (based on the issued share capital stated immediately
above) |
39,413,740 |
Ordinary Shares (post
Share Consolidation) issued in lieu of cash for advisory
services |
861,740 |
Fully diluted number of
Ordinary Shares in issue following the Proposals set out in this
Document |
40,275,480 |
DEFINITIONS
The following definitions
apply throughout this Circular unless the context requires
otherwise:
"Act" |
the Companies Act, as
amended; |
"Aquis Growth
Market" |
the multilateral trading
facility operated by the Exchange that is registered as an SME
Growth Market in accordance with article 33 of
MiFID; |
"Aquis Growth Market
Access Rulebook" |
the rules of the Access segment of the Aquis
Growth Market first published by the Aquis Stock Exchange in
December 2020, as revised or amended from time to
time; |
"Articles" or "Articles of
Association" |
the articles of
association of the Company from time to
time; |
"Board" or
"Directors" |
the directors of the
Company at the date of this Document whose names are set out on
page 4 of this Document; |
"Circular" or
"Document" |
this document and its
contents; |
"Directors" |
the current directors as
at the date of this Document; |
"Company" or
"SPD" |
Secured Property
Developments Plc, a company registered in England and Wales with
registered number 02055395; |
"FCA" |
the Financial Conduct
Authority; |
"Form of
Proxy" |
the form of proxy
accompanying the Circular for use at the General
Meeting; |
"General
Meeting" |
the General Meeting of
Shareholders 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; |
"Group" |
the Company and the
Subsidiaries as at the date of this
Document; |
"Investment
Strategy" |
the proposed new
investment strategy of the Company as set out in this
Circular; |
"Official
List" |
the Official List of the
UK Listing Authority; |
"Ordinary
Shares" |
ordinary shares of £0.0001
pence each in the capital of the Company,
following the Share
Consolidation and Share
Sub-Division; |
"Peterhouse" |
Peterhouse Capital
Limited, a company incorporated in England and Wales with company
number 02075091 (authorised by the FCA with firm reference number
184761); |
"Proposals" |
The proposals set out in
this Circular, whereby Shareholders are being asked to consider
and, if thought fit, approve namely (i) the adoption
of an
Investment Strategy (ii)
the authority to allot new Ordinary Shares (iii) the
dis-application of pre-emption rights (iv) Electronic
Communications, (v) change of name and (Vi) Share Consolidation and
Sub-Division; |
"Proposed
Directors" |
those persons whose names
are set out on page 4 of this Document, whose appointment as
directors of the Company
isconditional upon
Admission; |
"Resolutions" |
the resolutions set out in
the notice of General Meeting contained within the
Circular; |
"Shareholders" |
holders of Ordinary Shares
in the Company from time to
time; |
"Share
Consolidation" |
the consolidation of the
Company's share capital inaccordance with Resolution
1; |
"Share
Sub-Division" |
the subdivision of the
Company's share capital inaccordance with Resolution
1 |
"Sterling" or
"£" |
the lawful currency of
the UK; |
"Subsidiaries" |
Secured Property Developments
(Scarborough) Limited and
SPD Discount
Limited; |
"UK" or "United
Kingdom" |
the United Kingdom of
Great Britain and Northern
Ireland; |
"US" or "United
States" |
the United States of
America, its territories and possessions, any states of the United
States of America and the District of Columbia and all other areas
subject to its
jurisdiction; |