("IXICO" or the "Company")
Proposed Capital Reorganisation, posting of shareholder circular
Notice of General Meeting
IXICO plc (AIM: IXI), the data science company delivering insights in neuroscience, today announces its proposal to seek Shareholders' approval for a reorganisation of the Company's share capital.
· Proposed Capital Reorganisation will effectively streamline the Company's shareholder register in a cost-efficient manner
· Shareholders holding up to 100 shares to receive the value of the held shares unless the value falls below a £3 threshold
· Shareholders with shareholdings of a value below £3 will cease to be shareholders and the proceeds from the sale of their shares will be donated to Alzheimer's Research UK
· The Company will match all donations to Alzheimer's Research UK.
· Net impact will not affect nominal share value or quoted share price
A circular to shareholders (the "Circular") has today been posted to shareholders setting out the details of the Capital Reorganisation and containing notice of a general meeting convened on 21 September 2018 at 9.00a.m. to propose and, if thought fit, approve certain resolutions relating to the implementation of the Capital Reorganisation. A copy of the Circular may be viewed on the Company's website: https://ixico.com
Capitalised terms used, but not defined, in this announcement will have the meaning given to them in the Circular.
Background to the Capital Reorganisation
The Company currently has 46,776,986 Existing Ordinary Shares, held by approximately 2,156 Shareholders. Of these, 1,692 Shareholders have registered holdings of less than 100 ordinary shares, representing some 78.48 per cent of the total number of Shareholders but hold less than 0.07 per cent of the total issued share capital (32,924 Existing Ordinary Shares). Accordingly, the Company has a disproportionately large number of Shareholders holding very few shares.
The Board believes that the large number of Shareholders results in significant costs and a considerable administrative burden to the Company. The Board believes that it is in the best interests of the Company's long term development as a public quoted company to have a more manageable number of Shareholders. Further, the Board believes that, due to some Shareholders' small holdings, some Shareholders may have considered selling their Existing Ordinary Shares but have decided not to do so in the light of dealing and administration costs relating to such a sale. In common with other companies in similar circumstances, the Board is therefore proposing the Capital Reorganisation in order to reduce the total number of Shareholders on the Company's share register.
The Capital Reorganisation, which comprises a consolidation and sub-division of shares, has been structured in such a way so that each of the New Ordinary Shares created pursuant to the Capital Reorganisation shall have the same nominal value of 1 pence as the Existing Ordinary Shares. This is achieved by a consolidation of every 100 Existing Ordinary Shares into one Consolidated Share followed by an immediate sub-division of each Consolidated Share into 100 New Ordinary Shares (subject to the treatment of fractional entitlements (which are described below)).
The Capital Reorganisation is subject to Shareholders' approval at the General Meeting, notice of which is set out at the end of this document.
The purpose of this document is to provide Shareholders with details of the Capital Reorganisation and to explain why the Directors are recommending Shareholders vote in favour of this at the General Meeting.
At the General Meeting, the Directors are inviting Shareholders to approve the Resolutions which will authorise the Consolidation pursuant to which every 100 Existing Ordinary Shares will be consolidated into one Consolidated Share. In order to implement the Capital Reorganisation as planned, an issue of additional shares and an amendment to the Articles is required prior to the Consolidation (as described below).
Issue of additional Existing Ordinary Shares
If the Resolutions are passed by the Shareholders, the Company will, prior to the Record Time, issue such number of additional ordinary shares as will result in the total number of ordinary shares in issue being exactly divisible by 100. Assuming no other ordinary shares are issued between the date of this document and before the Record Time, this will result in 14 additional ordinary shares being issued ("Additional Shares") (subject to any revision to the Company's issued share capital between the date of this document and the Record Time).
Pursuant to resolutions of the Shareholders passed at the May GM, the Directors were authorised to allot shares in the Company to such person(s) as they think fit up to an aggregate nominal amount of £155,718 (of which £58,453 may be issued on a non-pre-emptive basis). The current intention is to issue the Additional Shares to an employee of the Company, which, at the current market value of such shares as at the date of this document, amounts to a total subscription by that employee of approximately £4.00 in aggregate.
Assuming that no other ordinary shares are issued between the date of this document and the Record Time, following the issue of the Additional Shares, the Directors' remaining authority to allot shares in the Company shall be £155,567.86 (of which £58,302.86 may be issued on a non-pre-emptive basis), such authority to expire on 28 May 2019, or, if earlier, the conclusion of the next annual general meeting of the Company (unless renewed, revoked or varied by the Company in general meeting). Subject to the issue of the Additional Shares, this authority will remain unchanged following the Capital Reorganisation as the nominal value of the New Ordinary Shares will be the same as the Existing Ordinary Shares.
It is likely that the Consolidation will result in fractional entitlements to a New Ordinary Share where any holding is not precisely divisible by 100. No certificates will be issued for fractional entitlements to New Ordinary Shares.
Accordingly, following the implementation of the Capital Reorganisation, any Shareholder who, as a result of the Consolidation, has a fractional entitlement to any New Ordinary Shares, will not have a proportionate shareholding of New Ordinary Shares exactly equal to their proportionate holding of Existing Ordinary Shares.
Furthermore, any Shareholders holding fewer than 100 Existing Ordinary Shares as at the Record Time will cease to be a shareholder of the Company.
Sale of fractional entitlements
Any New Ordinary Shares arising out of fractional entitlements will be aggregated and sold in the market for the best price reasonably obtainable on behalf of shareholders entitled to fractions. This therefore includes all Existing Ordinary Shares held by Shareholders who held fewer than 100 Existing Ordinary Shares. The Company will then distribute the proceeds of sale in due proportion to any such shareholders (subject to the minimum threshold referred to in the next paragraph).
The Directors are of the view that, as a result of the administrative burden and disproportionate costs involved, it would not be in the best interests of the Company to distribute the proceeds of sale which amount to £3.00 or less. This minimum threshold figure was determined by reference to the costs associated with distributing the proceeds of sale. Therefore, the net proceeds arising from the sale of fractions will only be distributed to a shareholder where he or she is entitled to receive more than £3.00 (and below that minimum threshold, it is proposed that the proceeds of sale be donated to charity. The current intention is to donate the proceeds to Alzheimer's Research UK).
For the avoidance of doubt, the Company is only responsible for dealing with fractions arising on registered holdings. For Shareholders whose shares are held in the nominee accounts of UK stockbrokers, the effect of the Capital Reorganisation on their individual shareholdings will be administered by the stock broker or nominee in whose account the relevant shares are held. The effect is expected to be the same as for shareholdings registered in beneficial names, however, it is the responsibility of the stockbroker or nominee to deal with fractions arising within their customer accounts, and not the responsibility of the Company.
Amendment to the Articles
Due to the proposed Capital Reorganisation, the Company needs to amend its Articles in order that the Directors may deal with the fractional entitlements. The proposed amendments to the Articles as set out in Resolution 1 of the Notice of General Meeting, if passed, would permit the Directors to sell shares representing fractional entitlements arising from the proposed Consolidation, in the manner described above.
The proposed amendment to the Articles by the addition of a new article 235 is set out in Resolution 1. The Capital Reorganisation is conditional on Resolution 1 being passed.
In order to avoid the Consolidation having a detrimental effect on the market price and liquidity of the Company's shares, and to avoid any misunderstanding that might arise from the Consolidation, the Board is proposing that, immediately following the Consolidation, the Consolidated Shares will be sub-divided on the basis of 100 New Ordinary Shares for each Consolidated Share held. The Record Time for the Sub-Division will be the same as for the Consolidation, which is 6:00 p.m. on 21 September 2018.
Rights attaching to the New Ordinary Shares
The New Ordinary Shares arising upon implementation of the Capital Reorganisation will have the same rights as the Existing Ordinary Shares including voting, dividend, return of capital and other rights.
Admission of the New Ordinary Shares
As stated above, application will or has been made for the New Ordinary Shares to be admitted to trading on AIM in place of the Existing Ordinary Shares. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on 24 September 2018.
The Company has applied for a new ISIN and SEDOL which will become effective following the Capital Reorganisation. Subject to the Resolutions being passed, the ISIN and SEDOL of the New Ordinary Shares will be GB00BFXR4C20 and BFXR4C2 respectively.
Shareholders who hold Existing Ordinary Shares in Uncertificated Form will have such shares disabled in their CREST accounts on the Record Time, and their CREST accounts will be credited with the New Ordinary Shares following Admission.
Following the Capital Reorganisation, existing share certificates will cease to be valid and new share certificates are expected to be despatched to those Shareholders who hold their Existing Ordinary Shares in Certificated Form on or around 14 days after Admission. No share certificates will be issued in respect of Consolidated Shares.
Publication of this document
Latest time and date for receipt of Forms of Proxy for the General Meeting
9.00 a.m. on 19 September
Results of General Meeting announced via RNS
Record time and date of the Capital Reorganisation
6.00 p.m. on 21 September
Admission and commencement of dealings in the New Ordinary Shares on AIM
8.00 a.m. on 24 September
CREST accounts credited in respect of the New Ordinary Shares held in Uncertificated Form
8.00 a.m. on 24 September
Despatch of share certificates in respect of the New Ordinary Shares held in Certificated Form
By 8 October
For further information please contact:
Giulio Cerroni, Chief Executive Officer
Susan Lowther, Chief Financial Officer
Tel: +44 20 3763 7499
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Shore Capital (Nomad and Broker)
Edward Mansfield / Anita Ghanekar / Daniel Bush
Tel: +44 20 7408 4090
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FTI Consulting Limited (Investor Relations)
Simon Conway/Mo Noonan
Tel: +44 20 3727 1000
IXICO is the digital technologies company serving neuroscience. Our mission is to transform the pursuit of improving brain health through the application of digital technologies to neuroscience. IXICO's specialist data analytics services are used by the global pharmaceutical industry to select participants for clinical trials, assess the safety and efficacy of new drugs in development and in post marketing surveillance. Our neurological disease focus includes Alzheimer's disease, Huntington's disease, Multiple Sclerosis, Parkinson's disease and our integrated digital platform encompasses the entire drug development lifecycle. It is a scalable and secure infrastructure for the capture and analysis of regulatory compliant clinical data to enable sponsors to make rapid, better informed decisions. IXICO is also collaborating with partners to develop new companion digital health products targeted at improving patient outcomes.
More information is available on www.IXICO.com
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