REG - Crimson Tide PLC - Proposed Share Consolidation

Crimson TideAnnouncement

05/10/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231005:nRSE7394Oa&default-theme=true

RNS Number : 7394O  Crimson Tide PLC  05 October 2023

5 October 2023

 

Crimson Tide plc

("Crimson Tide" or "the Company")

 

Proposed Share Consolidation

 

Crimson Tide Plc (TIDE), the provider of the mpro5 solution, announces details
of its proposed Share Consolidation (defined below) including the proposed
timetable. The Share Consolidation was originally notified in the Company's
Interim Results for the six months ended 30 June 2023.

 

The Company announces that the shareholder Circular providing details of the
Share Consolidation and is seeking approval for the Share Consolidation (the
"Circular") which is being posted to Shareholders today. The Circular contains
a Notice of General Meeting to be held at Brockbourne House, 77 Mount Ephraim,
Tunbridge Wells, TN4 8BS on 31 October 2023 at 10.30 a.m. (UK Time).

 

A copy of the Circular and Form of Proxy will shortly be available from the
Shareholder Documents section of the Company's investor pages on its website.
The Form of Proxy should be completed and signed in accordance with the notes
in the Notice of General Meeting and the instructions contained in the Form of
Proxy.

 

Proposed Share Consolidation

 

The Directors believe that the Company's existing share capital structure is
no longer appropriate. The Company has grown in size and the high number of
shares in issue combined with the relatively low price per share is thought to
result in excess volatility, reduced liquidity and a widening in the market
bid and ask share price spread in the Company's shares. They are therefore
proposing consolidating the Company's ordinary shares of 0.1p each in issue
("Existing Ordinary Shares") so that every 100 Existing Ordinary Shares will
be consolidated into 1 ordinary share of 10p ("Consolidated Ordinary Share").
The Consolidation will reduce the 657,486,300 Ordinary Shares in issue (as at
the Record Date) to 6,574,863, after the issue of 66 New Ordinary shares to
ensure the Existing ordinary shares can be rounded to allow the correct number
of New Consolidated Ordinary Shares and is expected to

 

·    increase the Company's share price proportionately

·    help improve the market liquidity of, and trading activity in, the
Company's shares;

·    provide the basis for a narrowing in the market bid and ask share
price spread in the Company's shares; and;

·    overall, further enhance the perception of the Company and its
prospects and help improve the marketability of the Company's shares to a
wider group of investors.

 

The Company's significant retail investor shareholder base has been an
essential part of the  Company's growth since its admission to AIM and
remains the case. Their ongoing support has  been important to the Company's
development.

 

As all of the Existing Ordinary Shares are proposed to be consolidated, the
proportion of Consolidated Ordinary Shares held by each Shareholder
immediately before and immediately after the Consolidation will, save for
Fractional Entitlements (which are described below), remain unchanged.

The Consolidation requires the approval of the Company's shareholders
("Shareholders") by way of an ordinary resolution at the General Meeting
("Resolution"). The Board considers the Consolidation  to be in the best
interests of the Company and its Shareholders and the Directors are unanimous
in their support.

 

Details of the Share Consolidation

 

In anticipation of the Resolution being passed by the Shareholders, the
Company will prior to the General Meeting, issue and apply for admission to
trading on AIM, such number of additional Ordinary Shares as will result in
the total number of Ordinary Shares in issue being exactly divisible by 100.
On the assumption that no Existing Ordinary Shares are issued between the date
of this document and immediately before the General Meeting, this will result
in 66 Additional Existing Ordinary Shares being issued and admitted to trading
on AIM. These Additional Existing Ordinary Shares will be issued to the
Registrar and will only represent a fraction of a Consolidated Ordinary Share.
This fraction will be combined with other fractional  entitlements and sold
to Moneymotive Limited, an existing subsidiary of the Company, pursuant to the
arrangements for fractional entitlements detailed below.

No Shareholder will, pursuant to the Consolidation, be entitled to receive a
fraction of a Consolidated Ordinary Share. In the event that the number of
Existing Ordinary Shares attributed to a Shareholder is not exactly divisible
by 100, the Consolidation will generate an entitlement to a fraction of a
Consolidated Ordinary Share. Such fractional entitlements will be aggregated
and sold  to Moneymotive Limited (see further explanation regarding
fractional entitlements below).

Accordingly, following the implementation of the Consolidation, any
Shareholder who as a result of the Consolidation has a fractional entitlement
to any Consolidated Ordinary Share, will not have a resultant proportionate
shareholding of Consolidated Ordinary Shares exactly equal to their
proportionate holding of Existing Ordinary Shares.

Furthermore, any Shareholder who holds fewer than 100 Existing Ordinary Shares
as at the Record Date (being 6.00 p.m. on 31 October 2023) will, by virtue of
holding a  fractional entitlement on a post-Consolidation basis, cease to be
a Shareholder. The minimum threshold to receive Consolidated Ordinary Shares
will be 100 Existing Ordinary Shares.

As set out above, the Consolidation will give rise to fractional entitlements
to a Consolidated  Ordinary Share where any holding is not precisely
divisible by 100 ('Fractional Shareholders'). As regards the Consolidated
Ordinary Shares, no certificates regarding fractional entitlements will be
issued. Any Consolidated Ordinary Shares in respect of which there are
fractional entitlements will be aggregated and sold to Moneymotive Limited at
the mid-market price at close of business on the Record Date, which the
Company believes is the best price reasonably obtainable.  Moneymotive
Limited is an existing subsidiary of the Company which will be utilised for
the purposes of holding shares as trustee.

As the net proceeds of sale due to a Fractional Shareholder are expected to
amount in aggregate  to only a trivial sum, the Directors are of the view
that, as a result of the disproportionate costs, it would not be in the best
interests of the Company to consolidate and distribute all such proceeds of
sale, which instead shall be retained by the Company in accordance with the
Articles.

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
Consolidation on their individual shareholdings will be administered by the
stockbroker 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 stockbroker's or nominee's responsibility
to deal with fractions arising within their  customer accounts, and not the
Company's responsibility.

Subject to the adjustments required for fractional entitlements described
above, the number of Consolidated Ordinary Shares to be issued to each
shareholder will be based upon the number of Existing Ordinary Shares
registered to each shareholder on the Company's share register at the Record
Date.

It is expected that the Consolidated Ordinary Shares held in uncertificated
form will be credited  to Shareholders' CREST accounts at 8:00 a.m. on 1
November 2023.

It is expected that definitive share certificates in respect of the
Consolidated Ordinary Shares  held in certificated form will be despatched to
relevant Shareholders by 1st class post, at the risk  of the Shareholder,
within ten business days of the admission of the Consolidated Ordinary Shares
to trading on AIM (which is expected to occur at 8:00 a.m. on 1 November
2023). No temporary  documents of title will be issued. Share certificates in
respect of Existing Ordinary Shares will  cease to be valid on 31 October
2023 and, pending delivery of share certificates in respect of  Consolidated
Ordinary Shares, dealings will be certified against the register.

 

Expected Timetable of Principal Events

 

 

 Publication and posting of Notice of GM                                   5 October 2023
 Latest time and date for return of Form of Proxy for GM                   10.30 a.m. (BST) on 27 October 2023
 General Meeting                                                           10.30 a.m. (GMT) on 31 October 2023
 Announcement of the result of the General Meeting                         31 October 2023
 Record Date and final date for trading in Existing Ordinary Shares        6.00 p.m. (GMT) on 31 October 2023
 Expected Admission to trading on AIM of the Consolidated Ordinary Shares  8.00 a.m. (GMT) on 1 November 2023
 arising from the Consolidation
 Share certificates in relation to the Consolidated Ordinary Shares to be  14 November 2023
 despatched by no later than

 

Notes

1  Other than those times and dates which precede the date of this
announcement, the above times and/or dates are indicative only and may change.
If any of the above times and/or dates change, the revised times and/or dates
will be notified by announcement through a Regulatory Information Service.

2  All the above times refer to London time unless otherwise stated.

3  All events listed in the above timetable concerning the Share
Consolidation are conditional on the passing of the Resolution at the Annual
General Meeting.

 

Proposed Capital Reorganisation

 

 Number of Existing Ordinary Shares in issue at the date of this announcement   657,486,234
 Number of Existing Ordinary Shares expected to be in issue on the Record Date  657,486,300
 Conversion ratio of Existing Ordinary Shares to Consolidated Shares            100:1
 Total number of Consolidated Ordinary Shares in issue following the GM         6,574,863
 Nominal share value pre-consolidation                                          0.1p
 Nominal share value post-consolidation                                         10p
 ISIN code for Consolidated Ordinary Shares                                     GB00BRJRV969
 SEDOL code for the Consolidated Ordinary Shares                                BRJRV96

 

 

 

-Ends-

 

 

Enquiries:

Crimson Tide plc +44 1892 542444

Barrie Whipp / Jacqueline Daniell / Shaun Mullen

 

Cavendish Capital Markets (Nominated Adviser and Broker) +44 207 220 0500

Julian Blunt / Dan Hodkinson, Corporate Finance

Andrew Burdis, Corporate Broking

 

Alma PR (Financial PR) +44 7780 901979

Josh Royston

 

 
Crimson Tide provides mpro5, the Smart App Solution. For further information,
see mpro5.com (https://www.mpro5.com/en-gb/) and on Crimson Tide plc,
crimsontide.co.uk (https://crimsontide.co.uk/)

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCFLFVTIRLSIIV