TIDMTXO
RNS Number : 3054G
TXO PLC
03 March 2015
TXO PLC
("TXO" or the "Company")
Proposed Share Capital Reorganisation
Notice of General Meeting
TXO, the energy resource and clean technology investment
company, announces that it has posted to shareholders a document
regarding a Reorganisation of the Company's share capital and a
General Meeting to approve the necessary resolutions to allow this
to occur, the text of which is below:
1 Introduction
The Company presently has a very large number of ordinary shares
in issue, each of which has a nominal value of 0.1p. In order to
reduce the number of shares in issue, shareholder approval
("Resolutions") is being sought to complete a share capital
reorganisation ("Capital Reorganisation").
The Directors are convening a general meeting ("General
Meeting") to seek shareholder approval for the Resolutions.
2 Background to and reasons for Share Capital Reorganisation
The Company's share price has been badly affected by the
convertible loans made by Bergen Asset Management, LLC being
converted into shares and such shares subsequently being sold on
the open market over the last year, most notably in the last two
months. This has reduced the share price to below the nominal value
and almost doubled the number of shares in issue to
1,331,677,636.
As a consequence of having a very large number of ordinary
shares in issue, with a very low share price, small share trades
can result in large percentage movements in the share price which
results in considerable volatility.
The Capital Reorganisation will have the effect of reducing the
number of shares in issue. The Directors believe that this will
result in a share price that will be at a more appropriate level
for the Company as well as a level more likely to attract suitable
potential investors.
Assuming no further ordinary shares of 0.1p are issued before
the General Meeting and that the Resolutions are passed, the
Company will have a maximum of 1,331,500 ordinary shares of 10p
each in issue after the Capital Reorganisation.
3 Proposed Capital Reorganisation
It is proposed that the existing 1,331,677,636 ordinary shares
of 0.1p each currently in issue (together, "Existing Ordinary
Shares") will be sub-divided and consolidated on the basis of, and
according to, the steps set out in the Resolutions. It is proposed
that every Existing Ordinary Share will be sub-divided and
reclassified as one ordinary share of 0.01p ("Sub-divided Share")
and one deferred share of 0.09p ("Deferred Share").
It is then proposed that every 500,000 Sub-divided Shares will
be consolidated into 1 ordinary share of GBP50. Unless a
shareholding equals or exceeds 500,000 Existing Ordinary Share (and
therefore 500,000 Sub-divided Shares), shareholders will be left
with a fractional entitlement to the resulting ordinary shares if
the Resolutions are approved. Any fractions arising as a result of
the consolidation will be aggregated and sold in accordance with
the relevant provisions of the Company's articles of association as
soon as practicable after the Resolutions are passed. The Company
is generally required to distribute the proceeds of such sale
(after deduction of expenses of the sale) to the relevant
shareholders in proportion to their fractional entitlements save
that, where the proceeds of such a sale (after the deduction of
expenses of the sale) do not exceed GBP5.00 (such threshold being
that which is specified in the Listing Rules), the Company may
retain such proceeds.
Following the sub-division of the Existing Ordinary Shares and
subsequent consolidation of the Sub-divided Shares, the nominal
value of each Ordinary Share will be GBP50. The Companies Act 2006
provides that a company may only lawfully issue new shares for a
subscription price at or above the nominal value of those shares.
In order that the Company may issue ordinary shares at a more
attractive lower subscription price in the future, the Company
proposes that each ordinary share in the issued capital of the
Company having a nominal value of GBP50 (following the
consolidation) be sub-divided into 500 ordinary shares of 10p each
(together, "Resultant Shares").
4 Deferred Share rights
The Deferred Shares shall have the rights and restrictions as
set out in the Company's articles of association and shall (save
that it has a different nominal value) rank pari passu with the
existing deferred shares in the capital of the Company. A deferred
share does not entitle the holder thereof to receive notice of or
attend and vote at any general meeting of the Company or to receive
a dividend or other distribution. A deferred share shall entitle
the holder thereof to participate in any return of capital on a
winding up but only after the liabilities of the Company have been
paid and after the holders of ordinary shares have received the sum
of GBP10,000,000 for each ordinary share held by them and the
holder of a deferred share shall have no other right to participate
in the assets of the Company. A deferred share is liable to be
cancelled without payment of any consideration to the holder of the
deferred share.
5 General Meeting
The General Meeting is to be held at The Silverstone, Victory
House, 400 Pavilion Drive, Northampton Business Park, Northampton
NN4 7PA on 19(th) March 2015 at 10.00 am, at which the Resolutions
described below, all of which are inter-conditional, will be
proposed ("GM Notice").
The GM Notice contains both ordinary resolutions (which require
the approval of a simple majority of shareholders who vote) and a
special resolution (which requires the approval of at least 75% of
shareholders who vote). Resolutions 1, 2 and 4 will be proposed as
ordinary resolutions and Resolution 3 will be proposed as a special
resolution.
Resolution 1
This Resolution 1 approves the sub-division and reclassification
of the 1,331,677,636 Existing Ordinary Shares of 0.1p each in the
capital of the Company into 1,331,677,636 ordinary shares of 0.01p
each and 1,331,677,636 deferred shares of 0.09p each in the capital
of the Company.
Resolution 2
This Resolution 2 is subject to the passing of Resolution 1 and
approves the consolidation of every 500,000 ordinary shares of
0.01p each in the issued capital of the Company into 1 ordinary
share of GBP50 in the capital of the Company.
Resolution 3
This Resolution 3 is subject to the passing of Resolution 2 and
approves the sale of fractional share entitlements arising from the
consolidation of shares proposed under Resolution 2 by the Company
on behalf of each shareholder who holds them, as permitted under
article 48 of the Company's articles of association, and to
authorise the Company to retain any sale proceeds of less than
GBP5.00 otherwise due to such shareholder (after deduction of costs
incurred by the Company in respect of such sale).
Resolution 4
This Resolution 4 is subject to the passing of Resolution 3 and
approves the sub-division of each issued ordinary share of GBP50 in
the capital of the Company into 500 ordinary shares of 10p each in
the capital of the Company.
The proposed Capital Reorganisation will not affect the rights
attaching to the ordinary shares of the Company, other than to
alter their nominal value. The proposed capital reorganisation will
not affect the voting rights of the holders of ordinary shares and
will be made by reference to holdings of ordinary shares on the
register of members as at the close of business on 17(th) March
2015.
3(rd) March 2015
For further information, please contact:
TXO PLC
Tim Baldwin, Chairman +44 (0) 207 518 4300
Lothbury Financial Services Limited
Michael Padley / Chris Roberts +44 (0) 203 440 7620
This information is provided by RNS
The company news service from the London Stock Exchange
END
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