TIDMLEG
RNS Number : 5540Z
Legendary Investments PLC
03 September 2018
3 September 2018
Legendary Investments PLC ("Legendary")
Correction to Posting of Annual Report, Notice of AGM, Proposed
Shares Capital Reorganisation and Proposed Change of Name
This announcement amends and replaces the Posting of Annual
Report, Notice of AGM, Proposed Shares Capital Reorganisation and
Proposed Change of Name announcement issued at 5:32pm on 31 August
2018. The date and location of the Company's Annual General Meeting
has been amended to Wednesday 26 September 2018 at 11.00 a.m. at
the office of One Advisory Group Limited, 201 Temple Chambers, 3--7
Temple Avenue, London EC4Y 0DT. All other details remain
unchanged.
Posting of Annual Report, Notice of AGM, Proposed Shares Capital
Reorganisation and Proposed Change of Name
Legendary Investments PLC (AIM: LEG) announces that copies of
the 2018 Annual Report and Accounts, including the Notice of AGM,
Proxy Voting form and circular containing details of the Proposed
Shares Capital Reorganisation and Proposed Change of Name (the
"Cicular") have today been posted to shareholders and are available
for viewing on the Company's website www.leginvest.com.
The Annual General Meeting of the Company will be held on
Wednesday 26 September 2018 at 11.00 a.m. at the office of One
Advisory Group Limited, 201 Temple Chambers, 3--7 Temple Avenue,
London EC4Y 0DT. All other details remain unchanged.
-S -
020 8201
Legendary Investments PLC Zafar Karim / Thomas Reuner 3536
Nominated Adviser
Grant Thornton UK LLP Colin Aaronson / Harrison 020 7383
Broker Clarke 5100
S.P. Angel Corporate Finance Richard Parlons / Richard 020 3470
LLP Morrison 0470
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
About Legendary Investments PLC
Legendary Investments PLC focuses on assisting companies and
making investments which exhibit the potential to generate returns
of many multiples through capital appreciation. Typically,
Legendary takes stakes in small companies where there are clear
catalysts for value appreciation and the companies are operating in
sectors exhibiting long term growth. Examples of such sectors
include technology, energy and natural resources.
www.leginvest.com
Proposed Share Capital Reorganisation, authority to allot,
disapplication of pre--emption rights, Change of Name and Notice of
Annual General Meeting
1. Introduction
We are writing in connection with the Proposals announced today,
to reorganise the share capital of the Company, in order to
increase the trading price of each Ordinary Share while reducing
the number of Ordinary Shares in issue and also rationalising the
Company's shareholder base.
The Company currently has 3,842,912,755 Existing Ordinary Shares
in issue, which are publicly traded on AIM, a market of the London
Stock Exchange. This is a significant number of shares for a
Company with a market capitalisation of approximately GBP3.46
million (as at 29 August 2018). The market price of the Existing
Ordinary Shares has, for the last 12 months, been less than 0.16
pence. The nominal value of such shares is 0.1 pence.
In addition, the Company has a share register which includes a
large number of Shareholders holding a very small percentage of the
total Ordinary Shares, which creates a significant financial and
logistical burden for the Company. Therefore a consolidation and
sub--division of the Company's Existing Ordinary Shares is proposed
in the Circular, which the Board has deemed to be an appropriate
and commonly used method of tidying a company's share register. The
purpose of the proposed Consolidation and Sub--division is also to
rationalise the large shareholder base of the Company, thereby
reducing the costs to the Company of administering the shareholder
base and also providing an exit for Shareholders with very small
holdings and little economic interest in the Company.
The effect of the proposed Share Capital Reorganisation will be
to reduce the number of Ordinary Shares in issue by a factor of
approximately 377, whilst increasing the trading price of the
Company's New Ordinary Shares. The Consolidation and Sub--division
of the Existing Ordinary Shares, will ensure that the nominal value
of each New Ordinary Share remains 0.1 pence. The Board considers
the Share Capital Reorganisation to be in the best interests of the
Company and its Shareholders, as it believes that the effect of the
Share Capital Reorganisation will be to improve the market
liquidity of and trading activity in the Company's New Ordinary
Shares and allow the Company to issue New Ordinary Shares at a more
significant premium to nominal value.
The purpose of the Circular is to provide you with information
about the background to and the reasons for the Proposals, to
explain why the Board considers the Proposals to be in the best
interests of the Company and its Shareholders as a whole, and why
the Board unanimously recommends that Shareholders vote in favour
of the Resolutions to be proposed at the Annual General Meeting,
notice of which is set out at the end of the Circular.
Implementation of the Proposals is conditional upon the approval
of the Resolutions by Shareholders at the Annual General Meeting
which is being convened for 11.00a.m. on 26 September 2018 at the
offices of One Advisory Limited. The Resolutions will be put to
approve, inter alia, the restructuring of the Company's share
capital and to authorise the Directors to allot shares. The Notice
of the General Meeting is set out at the end of the Circular. If
the Resolutions are passed at the Annual General Meeting, Admission
of the New Ordinary Shares is expected to occur on or around 27
September 2018.
2. The Consolidation and Sub--division
Background
As at 29 August 2018, the Company had 3,842,912,755 Existing
Ordinary Shares in issue, having a mid-- market price per Existing
Ordinary Share at the close of business on such date of 0.09 pence.
This is a significant number of shares for a Company with a market
capitalisation of approximately GBP3.46 million (as of 29 August
2018). The Board believes that the Consolidation and Sub--division
is necessary in order to increase the marketability of the
Company's shares through the creation of a higher price per
share.
In addition, as at that date, the Company had 2,689
Shareholders, of which 2,089 Shareholders represented in aggregate
approximately 77.69 per cent. of the total number of Shareholders
but only approximately 0.34 per cent. of the total issued share
capital of the Company. Each of these 2,089 Shareholders held fewer
than 23,763 Existing Ordinary Shares having a maximum value of
approximately GBP21.39 (based upon the closing mid--market share
price of an Existing Ordinary Share of 0.09p on 29 August 2018),
and the average holding of these Shareholders was approximately
6,325 Existing Ordinary Shares with an average value of
approximately GBP5.69 based on the same share price.
The current size of the Shareholder register places a financial
and administrative burden on the Company which is disproportionate
to its size. Your Board believes that the cost of administering the
Company's Shareholder register and communicating with such a large
number of Shareholders (many of whom have only a small interest in
the Company) is to the detriment of the Company and its current
Shareholders taken as a whole.
As explained further below, and subject to completion of the
Consolidation and Sub--division, Shareholders with shareholdings of
fewer than 23,763 Existing Ordinary Shares on the Record Date will
receive cash in lieu of shares, provided that the cash amount due
is GBP5 or more. The Board is conscious that the ancillary dealing
costs which would be incurred by Shareholders in individually
realising investments of this size through market sales, coupled
with the current limited liquidity of the Existing Ordinary Shares,
would be prohibitive in many circumstances.
Accordingly, the Consolidation and Sub--Division provides a
realisation event for such Shareholders at a significantly reduced
cost. Shareholders who hold more than 23,763 Existing Ordinary
Shares but whose shareholding is not exactly divisible by 23,763 on
the Record Date will also receive cash in respect of excess shares
left over following the Consolidation, provided that the cash
amount due is GBP5 or more.
The Board believes that the Share Capital Reorganisation will
result in a capital structure more conducive to attracting new
institutional investors. The Board also believes that the Share
Capital Reorganisation will increase the marketability of the
Company's shares and will make trading in the Company's shares more
attractive to a broader range of institutional and professional
investors and other members of the investing public. The Share
Capital Reorganisation will consist of the following steps:
1. Amendments to the Articles of Association to create the New Deferred Shares;
2. a consolidation of every 23,763 Existing Ordinary Shares of
0.1 pence each into one Interim Ordinary Share of GBP23.763
each;
3. a sub--division of each Interim Ordinary Share of GBP23.763
each into 63 New Ordinary Shares of 0.1 pence each and 3 New
Deferred Shares of GBP7.90 each; and
4. the sale of all Fractional Entitlements arising on the Consolidation and Sub--division.
Step 1. Amendments to the Articles of Association
The Share Capital Reorganisation creates a new class of share,
the New Deferred Shares, the creation of which necessitates an
amendment to the Articles of Association. The Company also proposes
to: (i) amend Article 15.2 of the existing Articles of Association
to update the provisions dealing with alterations of the share
capital; and (ii) amend Article 24.2 to correct a typo on the
provisions dealing with retirement of directors by rotation.
The rights attaching to the New Deferred Shares will be minimal
and such shares will not carry any voting or dividend rights and
will only be entitled to a payment on a return of capital (whether
by winding up or otherwise) after an amount of GBP3,000,000,000 has
been paid in respect of each New Ordinary Share (an extremely
remote possibility). The New Deferred Shares will not be listed or
admitted to trading on AIM (nor any other stock market) and will
not be transferable without the prior written consent of the
Company.
The holders of the New Deferred Shares shall be deemed to have
conferred the irrevocable authority on the Company at any time to:
(i) appoint any person, for and on behalf of such holder, to, inter
alia, transfer some or all of the New Deferred Shares (without
making any payment therefor) to such person(s) as the Company may
determine (including without limitation the Company itself); and
(ii) repurchase or cancel such New Deferred Shares without
obtaining the consent of the holders thereof. In addition, the
Company may repurchase all of the New Deferred Shares, at a price
not exceeding one pound in aggregate.
A copy of the new Articles of Association, marked up to show the
changes being proposed, will be available for inspection free of
charge during normal business hours on any Business Day at the
Company's registered office, Jubilee House, Townsend Lane, London
NW9 8TZ from the date of the Circular until the time of the Annual
General Meeting and at the place of Annual General Meeting for at
least 15 minutes prior to and during the Annual General Meeting.
Resolution 5 in the Notice of Annual General Meeting, a special
resolution, proposes the necessary amendments to the Articles of
Association, details of which are set out in Schedule I hereto.
The Board also believes that the Company should on consolidation
retain net proceeds of sale not exceeding GBP5 (increased from the
current GBP3) in line with current market practice.
Resolution 5 in the Notice of Annual General Meeting seeks
approval to amend the Company's articles to create the New Deferred
Shares.
Step 2. The Consolidation
It is proposed to consolidate every 23,763 Ordinary Shares in
issue into one Interim Ordinary Share of
GBP23.763 each in nominal value. Assuming an issued share
capital immediately prior to the General Meeting of 3,842,912,755
Existing Ordinary Shares, this will result in 161,718.33 Interim
Ordinary Shares being in issue immediately following the
Consolidation.
Unless your holding of Existing Ordinary Shares is exactly
divisible by 23,763 you will be left with a Fractional Entitlement
to the redesignated Interim Ordinary Shares if Resolution 6 is
approved (see Step 4 below).
No certificates will be issued in respect of the Interim
Ordinary Shares, which will be sub--divided by the Company (see
Step 4 below) or the New Deferred Shares.
Resolution 6, an ordinary resolution, proposes the Consolidation
of all of the Company's Existing Ordinary Shares.
Step 3. The Sub--division
In order to avoid the Share Capital Reorganisation having an
effect on the nominal value of the Company's Ordinary Shares, the
Board is proposing that, immediately following the Consolidation,
the Interim Ordinary Shares of GBP23.763 each in nominal value are
sub--divided into and redesignated as 63 New Ordinary Shares of 0.1
pence each in nominal value and 3 New Deferred Shares of GBP7.90
each in nominal value.
Assuming an issued share capital immediately prior to the Annual
General Meeting of 3,842,912,755 Ordinary Shares of 0.1 pence each
in nominal value, following completion of the Sub--division, the
effect of the Sub--division will be as follows:
Sub--division:
-- 10,188,255 New Ordinary Shares of 0.1 pence each in nominal value; and
-- 485,155 New Deferred Shares of GBP7.90 each in nominal value
(so an aggregate nominal value of deferred shares of
GBP3,832,724.50).
Resolution 7, an ordinary resolution, makes provision for the
Sub--division.
Step 4. Sale of Fractional Entitlements
No Shareholder will be entitled to a fraction of an Interim
Ordinary Share. Instead, their entitlement will be rounded down to
the nearest whole number of Interim Ordinary Shares. Fractional
Entitlements to an Interim Ordinary Share resulting from the
Sub--division of the Interim Ordinary Shares will be aggregated and
the whole number of New Ordinary Shares will be sold on behalf of
the Company for the best price reasonably obtainable. Shareholders
holding Fractional Entitlements will receive the net proceeds,
after deduction of costs, of their individual fractional
entitlement via Share Registrars Limited (the Company's registrar)
subject to retention by the Company of amounts not exceeding GBP5
for each Shareholder.
If a Shareholder holds fewer than 23,763 Ordinary Shares as at
the Record Date, such that the rounding down process results in a
Shareholder being entitled to zero Interim Ordinary Shares and New
Ordinary Shares, then they will cease to hold any shares (of any
description) in the Company. Accordingly Shareholders currently
holding less than 23,763 Ordinary Shares who wish to remain a
Shareholder of the Company following the Share Capital
Reorganisation would need to increase their shareholding to at
least 23,763 Ordinary Shares prior to the Record Date. Shareholders
in this position are encouraged to obtain independent financial
advice before taking any action.
Resolution 7, an ordinary resolution, makes provision for the
sale of the Fractional Entitlements.
Step 5. The Buy--Back and Cancellation of New Deferred
Shares
Subject to completion of the Share Capital Reorganisation and
the provisions of the Act, the Company wants the right to cancel or
buy--back and then cancel the New Deferred Shares. If the Company
determines to cancel or buy back the New Deferred Shares it will
advise the Shareholders accordingly at the relevant time.
The New Deferred Shares will not entitle holders to receive
notice of or attend and vote at any general meeting of the Company
or to receive a dividend or other distribution or to participate in
any return of capital on a winding up (other than the nominal
amount paid on such shares following a very substantial
distribution to the holders of New Ordinary Shares). Accordingly,
the New Deferred Shares will, for all practical purposes, be
valueless. No application will be made to the London Stock Exchange
for admission of the New Deferred Shares to trading on AIM nor will
any such application be made to any other exchange.
Renewal of existing authorities
We propose to renew the authority of the Directors at the Annual
General Meeting in accordance with Section 551 of the Companies Act
to allot shares and to empower the Directors pursuant to Section
570 of the Companies Act to allot shares as if Section 561 of the
Companies Act did not apply to such allotment, in certain
circumstances.
Resolution 8, to be proposed at the forthcoming Annual General
Meeting, would give the Directors authority until the end of the
2019 annual general meeting of the Company or, if earlier, for the
period ending 15 months after the date of the passing of such
Resolution, to allot additional shares up to an aggregate nominal
amount of GBP10,200, representing 10,200,000 New Ordinary Shares or
approximately
100.1 per cent. of the New Ordinary Shares provided that the
Share Capital Reorganisation is approved. As an alternative, the
same resolution seeks authority to allot additional shares up to an
aggregate nominal amount of GBP3,843,912.80, representing
3,843,912,800 Existing Ordinary Shares or approximately 100.0 per
cent. of the Existing Ordinary Shares if the Share Capital
Reorganisation is not approved. The Directors have no present
intention to exercise this authority.
Section 561 of the Companies Act gives holders of equity
securities, with limited but important exceptions, certain rights
of pre--emption on the issue for cash of new equity securities. The
Board believes that it is in the best interests of Shareholders
that the Directors should have authority to allot equity shares for
cash without first having to offer such shares to existing
Shareholders. It is proposed that this authority will expire at the
end of the 2019 annual general meeting of the Company or, if
earlier, the period ending 15 months after the date of the passing
of such Resolution. The authority proposed in Resolution 9 will
relate to allotments of equity securities with the same aggregate
nominal amounts provided for in Resolution 8 depending on whether
the Share Capital Reorganisation is approved or not.
The authorities to be granted pursuant to Resolution 8 and
Resolution 9 are in substitution for the Existing Authorities
obtained at the 2017 annual general meeting of the Company and
follow the same form, but increase the size of the authority to
reflect the increased issued share capital since the 2017 annual
general meeting.
Resulting share capital
The New Ordinary Shares created by the Share Capital
Reorganisation will have the same rights as the Ordinary Shares,
including voting, dividend and other rights. Immediately following
the proposed Share Capital Reorganisation the Company will apply
for the Admission of the New Ordinary Shares to trading on AIM. It
is anticipated that dealings in the Ordinary Shares will continue
until the close of business on 26 September 2018 and that dealings
in the New Ordinary Shares will commence at 8.00 a.m. on 27
September 2018, being the next Business Day after the Annual
General Meeting.
The issued share capital of the Company on Admission immediately
following the Consolidation and the Sub--division is expected to
comprise 10,188,255 New Ordinary Shares of 0.1 pence each in
nominal value, and 485,155 New Deferred Shares of GBP7.90 each.
Examples of the effect that the Share Capital Reorganisation
could have on a Shareholder's holding of Ordinary Shares are set
out below:
Example 1 - Small Shareholders
If a Small Shareholder holds 11,881 Existing Ordinary Shares at
the Record Date, such Small Shareholder will, following the
implementation of the Consolidation, hold a Fractional Entitlement
(approximately half) to an Interim Ordinary Share and will not
consequently hold any New Ordinary Shares. Assuming that New
Ordinary Shares are sold at 37 pence each, such a Small Shareholder
will receive proceeds of sale of GBP11.65 less the costs of sale
and administration.
Example 2 - other Shareholders
If a Shareholder holds 30,000 Existing Ordinary Shares at the
Record Date, such Shareholder will, following the implementation of
the Consolidation, hold 63 New Ordinary Share derived from 23,763
Existing Ordinary Shares with the remaining 6,237 Existing Ordinary
Shares forming a Fractional Entitlement. Assuming that New Ordinary
Shares are sold at 37 pence each, such a Shareholder will receive
proceeds of sale of GBP6.11 less the costs of sale and
administration. If the costs of sale and administration are GBP1.12
or more, the Company will keep the proceeds because they will be
less than
GBP5.
Effect on options etc.
The entitlements to Existing Ordinary Shares of holders of
options over Existing Ordinary Shares will, conditional upon, and
with immediate effect from, completion of the Share Capital
Reorganisation, be adjusted in accordance with the terms of such
options in order to reflect the effect of the Share Capital
Reorganisation. The Company will separately write to the holders of
options to confirm the effect of the Share Capital Reorganisation,
including the number of options they will hold over New Ordinary
Shares and the adjustment to the exercise price of such
options.
3. Change of Name
After a wide ranging consultation, the Company has found that
"Legendary" in several circles is associated with the pre--2011
history and management. The Company consequently proposes the
Change of Name to Eight Peaks Group.
The change of name will become effective once the Registrar of
Companies has issued a new certificate on the change of name. This
is expected to occur on or around 26 September 2018, being the day
of the Annual General Meeting. The AIM Symbol or tradeable
instrument display mnemonic (TIDM) of the Company is expected to
change to AIM:8PG effective from 7.00a.m. on the trading day after
the grant of the new certificate of change of name, which is hoped
to be on 27 September 2018.
4. Resolutions
The Resolutions to be proposed at the General Meeting are, in
summary, as follows:
1. an ordinary resolution to receive and adopt the report and
accounts of the Company for the period ended 31 March 2018;
2. an ordinary resolution to re--appoint Crowe U.K. LLP of St
Bride's House, 10 Salisbury Square, London, EC4Y 8EH as auditors to
hold office until the conclusion of the next annual general meeting
of the Company at which accounts are laid and to authorise the
directors to fix the remuneration of the auditors;
3. an ordinary resolution to re--elect Zafar Karim as a director
whose office terminates at the General Meeting and who becomes
eligible for re--election pursuant to Article 24 of the Articles of
Association;
4. a special resolution to change the Company name to Eight Peaks Group PLC;
5. a special resolution to approve the draft articles of
association to be adopted as the articles of association of the
Company in substitution for, and to the exclusion of, the Company's
existing articles of association;
6. an ordinary resolution to approve the Consolidation of every
23,763 issued Ordinary Shares of
0.1 pence each in the capital of the Company into one Interim
Ordinary Share of GBP23.763 and dealing with the fraction
entitlements. This resolution is conditional upon the passing of
Resolution 5 and will take effect from the Record Date;
7. an ordinary resolution to approve the Sub--division of every
Interim Ordinary Share of GBP23.763 each into 63 New Ordinary
Shares of 0.1 pence each and 3 New Deferred Shares of GBP7.90 each.
This resolution is conditional upon the passing of Resolutions 5
and 6 and upon Resolution 6 becoming effective and will take effect
from the Record Date;
8. an ordinary resolution to authorise the Directors to allot up
to a certain number of shares; and
9. a special resolution to authorise the Directors to allot up
to a certain number of shares for cash otherwise than on a
pre--emptive basis.
Resolutions 1, 2, 3, 6, 7 and 8 are ordinary resolutions and
require a simple majority of the votes cast on those resolutions to
be in favour of the Resolutions. Resolutions 4, 5 and 9 are special
resolutions and require approval by not less than 75 per cent. of
the votes cast on those resolutions.
5. Application and Admission to trading on AIM
Conditional upon Resolutions 5, 6 and 7 being passed and the
Consolidation and Sub--Division being approved by Shareholders at
the Annual General Meeting, application will be made to the London
Stock Exchange for the New Ordinary Shares to be admitted to
trading on the AIM market of the London Stock Exchange.
Following the Share Capital Reorganisation and the change of the
Company's name, the Company's new ISIN will be GB00BG86C059 and its
new SEDOL will be BG86C05.
Subject to Resolutions 5, 6 and 7 being passed, dealings in the
Existing Ordinary Shares will cease at the close of business on the
date of the Annual General Meeting. Admission and dealings in the
New Ordinary Shares are expected to commence on the following
Business Day. Shareholders will be able to trade in the New
Ordinary Shares during the period between Admission and the date on
which Shareholders receive share certificates in respect of the New
Ordinary Shares. During this period and pending the issue of
certificates, transfers will be certified against the Company's
share register. Immediately following Admission, the Company will
have 10,188,255 New Ordinary Shares in issue (assuming
3,842,912,755 Ordinary Shares are in issue immediately prior to the
Sub--division and Consolidation).
If you are in any doubt with regard to your current shareholding
in Existing Ordinary Shares or the Share Capital Reorganisation,
you should contact our registrar, Share Registrars Limited, on:
01252 821390 (or if calling from abroad on: +44 1252 821390 between
9.00 a.m. and 5.30 p.m. on any Business Day.
6. Share Certificates and CREST
If you hold a share certificate in respect of your Existing
Ordinary Shares it will no longer be valid from the time the
proposed Share Capital Reorganisation takes effect. You will be
sent a new share certificate within 10 Business Days of Admission
and upon receipt thereof should destroy the old certificate(s).
Share Certificates will be despatched by 1st class post at the risk
of the Shareholder. If you hold your Existing Ordinary Shares in
uncertificated form (that is, in CREST), you should expect to have
your CREST account adjusted to reflect your entitlement to New
Ordinary Shares on 27 September 2018 or as soon as practicable
after the Share Capital Reorganisation takes effect. Existing
Ordinary Shares credited to any stock account in CREST will be
disabled and all Existing Ordinary Shares will be removed from
CREST in due course.
Payment in respect of any Fractional Entitlements to
certificated Shareholders will be made by cheque. Cheques will be
despatched within 20 Business Days of the sale of the Fractional
Entitlements arising on the Share Capital Reorganisation.
Payment in respect of any Fractional Entitlements to
uncertificated Shareholders will be made by CREST Payment
Obligation. CREST accounts will be credited within 20 Business Days
of the sale of the Fractional Entitlements arising on the Share
Capital Reorganisation.
7. United Kingdom Taxation
The following summary is intended as a general guide only and
relates to the UK taxation treatment of the Share Capital
Reorganisation. It is based on current UK tax law and the current
published HM Revenue and Customs practice applying in the case of
those holders of Existing Ordinary Shares who are residents of the
UK for tax purposes, are the beneficial owners of those shares and
hold them as investments. Certain holders of Existing Ordinary
Shares, such as dealers in securities, insurance companies,
collective investment schemes and persons who have acquired their
shares by reason of their or another's employment, may be taxed
differently and are not considered here.
Any person who is in any doubt as to his or her tax position, or
who is resident, domiciled or otherwise subject to taxation in any
jurisdiction other than the UK, should consult his or her financial
or tax adviser immediately.
It is expected that for the purposes of UK taxation on
chargeable gains the Share Capital Reorganisation will be treated
as follows:
The Consolidation and the Sub--division should be treated as a
reorganisation of the share capital of the Company. Accordingly,
holders of Existing Ordinary Shares should not normally be treated
as making a disposal of all or part of their holding of Existing
Ordinary Shares by reason of the Consolidation and the
Sub--division being implemented. The Interim Ordinary Shares, the
New Deferred Shares and the New Ordinary Shares which replace their
holding of Existing Ordinary Shares as a result of the Share
Capital Reorganisation should be treated as being acquired at the
same time as their holding of Existing Ordinary Shares was
acquired.
Holders of New Deferred Shares will be treated as making a
disposal of their New Deferred Shares if and when the Company
determines to cancel or buy back the New Deferred Shares. The base
cost that will be apportioned to the New Deferred Shares as a
result of the Consolidation and the Sub--division will be made by
reference to the market value of the New Deferred Shares and the
market value of the New Ordinary Shares on the date of disposal.
Since the holders of New Deferred Shares will not receive any
consideration as a result of any cancellation or buy back pursuant
to the amendment to the Articles, no chargeable gain should
arise.
To the extent that a Shareholder receives cash by virtue of a
sale on their behalf of any New Ordinary Shares which correspond to
a Fractional Entitlement, the Shareholder will not in practice
normally be treated as making a part disposal of their holding of
Existing Ordinary Shares if the proceeds are "small" as compared
with the value of the Existing Ordinary Shares in respect of which
such payment arises.
However the proceeds will, provided that they do not exceed the
acquisition cost of the Shareholder's Existing Ordinary Shares, be
deducted from the base cost of the Shareholder's new holding. HM
Revenue and Customs normally treats proceeds as "small" if the
amount of the proceeds does not exceed five per cent. of the market
value of that Shareholder's Existing Ordinary Shares, or GBP3,000
(regardless of whether the value of the disposal also passes the
five per cent. test).
If those proceeds exceed that base cost, however, the
Shareholder will be treated as disposing of part or all of his
holding of Existing Ordinary Shares and may, depending on his
circumstances, be subject to tax in respect of any chargeable gain
thereby realised.
8. Action to be taken
A notice convening the Annual General Meeting to be held at the
offices of One Advisory Group Limited, at 201 Temple Chambers, 3--7
Temple Avenue, London EC4Y 0DT at 11.00a.m. on 26 September 2018 is
set out at the end of the Circular. A Form of Proxy for use by
Shareholders in connection with the Annual General Meeting is also
enclosed with the Circular.
Whether or not you propose to attend the Annual General Meeting
in person, you are requested to complete the Form of Proxy in
accordance with the instructions printed on it and to return it to
the Company's registrars, by post to Share Registrars Limited, The
Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR or by hand
(during normal business hours only) to Share Registrars Limited,
The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR, as soon as
possible and in any event so as to arrive no later than 11.00a.m.
on 24 September 2018. Completion and return of the Form of Proxy
will not preclude you from attending the Annual General Meeting and
voting in person should you so wish.
9. Directors' Recommendation and voting intentions
The Directors believe that the Proposals are fair and reasonable
as far as the Shareholders are concerned and are in the best
interests of the Company and the Shareholders as a whole.
Accordingly, the Directors unanimously recommend that Shareholders
vote in favour of the Resolutions to be proposed at the General
Meeting as they intend to do in respect of their own holdings of
Existing Ordinary Shares.
Copies of the Circular and the new Articles, marked up to show
the changes being proposed will be available for inspection free of
charge during normal business hours on any Business Day at the
Company's registered office, Jubilee House, Townsend Lane, London,
United Kingdom, NW9 8TZ from the date of this Document up to and
including the date of the Annual General Meeting.
Yours faithfully
Zafar Karim Executive Director
Thomas Reuner Executive Director
31 August 2018
DEFINITIONS
"Act" the Companies Act 2006 (as amended);
"Admission" the admission of the New Ordinary
Shares to trading on AIM and
such admission becoming effective
in accordance with the AIM Rules;
------------------------------------------
"AIM" the AIM market operated by the
London Stock Exchange;
------------------------------------------
"AIM Rules" the AIM Rules for Companies,
as published by the London Stock
Exchange from time to time;
------------------------------------------
"Annual General Meeting" the annual general meeting of
the Company convened for 11.00a.m.
on 26 September 2018 at which
the Resolutions will be proposed,
notice of which is set out at
the end of this Document;
------------------------------------------
"Articles" the articles of association
of the Company from time to
time;
------------------------------------------
"Board" or "Directors" the board of directors of the
Company, whose names are set
out at page 53 of this Document;
------------------------------------------
"Business Day" a day (other than a Saturday,
Sunday or public holiday) when
banks are usually open for business
in London;
------------------------------------------
"Change of Name" the proposed change of name
of the Company to Eight Peaks
Group PLC;
------------------------------------------
"Company" or "Legendary" Legendary Investments PLC, a
company incorporated in England
and Wales with registered number
03920241;
------------------------------------------
"Consolidation" the proposed consolidation of
the Company's ordinary share
capital pursuant to which every
23,763 Existing Ordinary Shares
will be consolidated into 1
Interim Ordinary Share pursuant
to Resolution 6 as set out in
the Notice of Annual General
Meeting;
------------------------------------------
"CREST" the relevant system (as defined
in the Regulations) in respect
of which Euroclear is the operator
(as defined in the Regulations);
------------------------------------------
"Document" this Document which, for the
avoidance of doubt, does not
comprise a prospectus (under
the Prospectus Rules) nor an
admission document (under the
AIM Rules);
------------------------------------------
"Euroclear" Euroclear UK & Ireland Limited,
the operator of CREST;
------------------------------------------
"Existing Authorities" the authorities granted to the
Directors to allot Ordinary
Shares (including on a non--pre--emptive
basis) pursuant to certain of
the resolutions passed at the
2017 annual general meeting
of the Company;
------------------------------------------
"Existing Ordinary Shares" the 3,842,912,755 existing Ordinary
Shares in issue as at the date
of this Document;
------------------------------------------
"FCA" the Financial Conduct Authority;
------------------------------------------
"Form of Proxy" the form of proxy for use by
Shareholders in connection with
the Annual General Meeting,
which is enclosed with this
document;
------------------------------------------
"Fractional Entitlements" a fractional entitlement to
an Interim Ordinary Share arising
from the Consolidation;
------------------------------------------
"FSMA" Financial Services and Markets
Act 2000 (as amended);
------------------------------------------
"Group" the Company and its subsidiaries;
------------------------------------------
"Interim Ordinary Shares" the interim ordinary shares
of GBP23.763 each arising on
completion of the Consolidation;
------------------------------------------
"ISIN" International Security Identification
Number;
------------------------------------------
"London Stock Exchange" London Stock Exchange plc;
------------------------------------------
"New Deferred Shares" the new deferred shares of GBP7.90
each arising on completion ofthe
Sub--division;
------------------------------------------
"New Ordinary Shares" the new ordinary shares of 0.1
pence each arising on completionof
the Sub--division;
------------------------------------------
"Notice of Annual General Meeting" the notice of the Annual General
Meeting, which is set out at
the end of this Document;
------------------------------------------
"Official List" the Official List of the FCA;
------------------------------------------
"Ordinary Shares" ordinary shares of 0.1 pence
each in nominal value in the
capital of the Company prior
to completion of the Share Capital
Reorganisation;
------------------------------------------
"Overseas Shareholders" Shareholders with registered
addresses in, or who are citizens,
residents or nationals of, jurisdictions
outside the UK;
------------------------------------------
"Proposals" The Share Capital Reorganisation
and the Resolutions;
------------------------------------------
"Prospectus Rules" the Prospectus Rules made in
accordance with EU Prospectus
Directive 2003/71/EC;
------------------------------------------
"Record Date" 6.00p.m. on 26 September 2018
(or such other time and date
as the Directors may determine);
------------------------------------------
"Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001 No.3755);
------------------------------------------
"Resolutions" the resolutions to be proposed
at the Annual General Meeting
and set out in the Notice of
Annual General Meeting;
------------------------------------------
"Restricted Jurisdiction" United States, Canada, Australia,
the Republic of South Africa
or Japan and any other country
outside the United Kingdom where
the distribution of this Document
may lead to a breach of any
applicable legal or regulatory
requirements;
------------------------------------------
"Share Capital Reorganisation" the Consolidation and Sub--division;
------------------------------------------
"Shareholder" a holder of Ordinary Shares
whose names appear on the register
of members of the Company;
------------------------------------------
"Small Shareholder" a Shareholder who holds fewer
than 23,763 Existing Ordinary
Shares at the Record Date;
------------------------------------------
"Sub--division" the proposed sub--division of
the Company's Interim Ordinary
Shares pursuant to which every
Interim Ordinary Share will
be sub--divided into 63 New
Ordinary Shares and 3 New Deferred
Shares pursuant to Resolution
7 as set out in the Notice of
Annual General Meeting;
------------------------------------------
"United Kingdom" or "UK" the United Kingdom of Great
Britain and Northern Ireland;
------------------------------------------
"United States" or "US" the United States of America,
each state thereof, its territories
and possessions, and all areas
subject to its jurisdiction;
------------------------------------------
"uncertificated form" Ordinary Shares recorded in
the share register as being
held in uncertificated form
in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred within the
CREST settlement system.
------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACSEAPNDEDKPEEF
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