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Eight Peaks Group PLC (LON:8PG)

Eight Peaks Group PLC (LON:8PG)


Share Price
16.70 p
Change
-0.3 (-1.76 %)
Market Cap
£1.70 m
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Eight Peaks Group PLC RNS Release

Correction to Posting of Annual Report


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. 

- ENDS -

Legendary Investments PLC

Zafar Karim / Thomas Reuner

 

020 8201 3536

Nominated Adviser



Grant Thornton UK LLP

Broker

Colin Aaronson / Harrison Clarke

020 7383 5100

S.P. Angel Corporate Finance LLP

 

Richard Parlons / Richard Morrison

020 3470 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 preemption 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 £3.46 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 £3.46 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 £21.39 (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 £5.69 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 £5 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 £5 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 £23.763 each;

3.      a sub‐division of each Interim Ordinary Share of £23.763 each into 63 New Ordinary Shares of 0.1 pence each and 3 New Deferred Shares of £7.90 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 £3,000,000,000 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 £5 (increased from the current £3) 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

£23.763 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 £23.763 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 £7.90 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 £7.90 each in nominal value (so an aggregate nominal value of deferred shares of £3,832,724.50).

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 £5 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 £10,200, 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 £3,843,912.80, 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 £7.90 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 £11.65 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 £6.11 less the costs of sale and administration. If the costs of sale and administration are £1.12 or more, the Company will keep the proceeds because they will be less than

£5.

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 £23.763 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 £23.763 each into 63 New Ordinary Shares of 0.1 pence each and 3 New Deferred Shares of £7.90 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 £3,000 (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  £23.763  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 £7.90 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.

 


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