REG - Everest Global PLC - Publication of Circular & Notice of GM

Everest GlobalAnnouncement

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RNS Number : 9967C  Everest Global PLC  10 October 2025

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10 October 2025

Everest Global plc

("Everest" or the "Company")

 

Publication of Circular & Notice of General Meeting

 

Everest Global plc (LSE: EVST) today announces that it proposes to undertake a
subdivision and consolidation of the Company's share capital (the "Capital
Reorganisation") and to convene a General Meeting of shareholders to approve
the necessary resolutions and adoption of new articles of association
(together, the "Proposals").

A circular containing full details of the Capital Reorganisation and a notice
convening the General Meeting (the "Circular") will be posted to shareholders
today and made available on the Company's website at
https://everestglobalplc.com/investors/
(https://everestglobalplc.com/investors/) .

The Circular and this announcement set out the background to, and reasons for,
the Proposals.

Background and Reasons for Seeking Approval for the Resolutions

The Company currently has a large number of ordinary shares in issue, with a
relatively low nominal value per share. The Board believes that this structure
is no longer optimal for the Company or its shareholders. In particular, the
high number of shares in issue, when compared with the Company's market
capitalisation, results in a share price that is lower than that of many
companies of a similar size listed on the London Stock Exchange.

In addition, under the Companies Act 2006, new shares cannot be issued at a
price below their nominal value. As the Company's nominal value per share is
currently higher than its market price, this restricts the Company's ability
to raise capital or otherwise issue shares in the future. The proposed
consolidation will reduce the number of shares in issue and increase the
nominal value per share, thereby ensuring that the nominal value is set below
the prevailing market price of the shares and restoring flexibility for the
Company to issue new equity if required.

The Board considers that the proposed consolidation of the Company's ordinary
shares will:

·    result in a more appropriate number of shares in issue relative to
the Company's size and market capitalisation;

·    create a share price level that the Board believes will be more
attractive to a wider range of retail investors, institutional investors and
other market participants;

·    reduce share price volatility that can sometimes be associated with a
very low nominal share price; and

·    ensure that the nominal value of the shares is below the current
market price, thereby enabling the Company to issue new shares in compliance
with the requirements of the Companies Act 2006.

The proposed consolidation will not in itself affect the underlying market
capitalisation of the Company or the proportionate interests of shareholders
in the Company. Other than any minor impact arising from the treatment of
fractional entitlements, each shareholder will hold the same proportion of the
Company's issued share capital immediately before and after the consolidation.

Accordingly, the Board considers the proposed share consolidation to be in the
best interests of the Company and its shareholders as a whole and is therefore
seeking shareholder approval for the necessary resolution.

 

Before the General Meeting

In the usual way we ask and encourage Shareholders to vote in favour of the
Resolutions. Shareholders are encouraged to complete the enclosed Form of
Proxy and return it to the Registrar, Neville Registrars Limited at Neville
House, Steelpark Road, Halesowen B62 8HD as soon as possible but in any event
to be received not later than 10:00 a.m. on 5 November 2025 or 48 hours
(excluding non-working days) before any adjourned meeting.

Capital Reorganisation

The Company currently has 77,388,855 ordinary shares of £0.02 each in issue
("Existing Ordinary Shares"). To facilitate the Share Reorganisation, the
Company will need to issue 145 additional shares on or before the Record Date
to ensure the issued share capital is exactly divisible by the consolidation
ratio (200). The Board proposes to carry out a subdivision and
reclassification of the Existing and to be issued Ordinary Shares by 200:1 so
that each Existing Ordinary Share will be subdivided and reclassified into one
(1) new ordinary share of £0.000005 each ("New Ordinary Share") and (2) 3,999
deferred shares of £0.000005 each ("Deferred Shares") ("Subdivision"),
followed by a consolidation of the New Ordinary Shares and Deferred Shares by
200 so that every 200 New Ordinary Shares and every 200 Deferred Shares will
be consolidated into one New Ordinary Share and one Deferred  Share of
£0.001 each ("Consolidation", together with the Subdivision, "Capital
Reorganisation"). The Deferred Shares will have no right to vote or
participate in the capital of the Company and the Company will not issue any
certificates or credit CREST accounts in respect of them. The Deferred Shares
will not be admitted to trading on any exchange. The rights of the ordinary
shares and the Deferred Shares will be set out in the new articles of
association proposed to be adopted by the Company. The purpose of the Capital
Reorganisation is to reduce the nominal value of the Existing Ordinary Shares
and to reduce the number of shares in issue.

For purely illustrative purposes, examples of the effects of the proposed
Capital Reorganisation (should it be approved by Shareholders) are set out
below:

 Number of Existing Ordinary Shares of £0.02 each held   Number of New Ordinary Shares of £0.001 each following the Capital   Number of Deferred Shares of £0.001 each following the Capital Reorganisation
                                                         Reorganisation
 200                                                     1                                                                    3,999
 10,000                                                  50                                                                   199,950
 1,000,000                                               5,000                                                                19,995,000
 20,000,000                                              100,000                                                              399,900,000

 

It is likely that the Capital Reorganisation will result in fractional
entitlements to a New Ordinary Share where any holding is not precisely
divisible by 200. No certificates will be issued for fractional entitlements
to New Ordinary Shares. Following the implementation of the Capital
Reorganisation, certain shareholders may 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 200
Existing Ordinary Shares as at 6:00 p.m. on 7 November 2025 (the "Record
Date") will cease to be a shareholder of the ordinary shares in the Company.
The minimum threshold to receive New Ordinary Shares will be 200 Existing
Ordinary Shares.

The Articles permit the Directors to sell shares representing fractional
entitlements arising from the proposed capital reorganisation. Any New
Ordinary Shares in respect of which there are fractional entitlements will
therefore be aggregated and sold in the market for the best price reasonably
obtainable on behalf of shareholders entitled to fractions. The Company will
distribute the proceeds of sale in due proportion to any such shareholders in
accordance with the Articles.

Share certificates in respect of the New Ordinary Shares, will be issued
following the Capital Reorganisation or, in the case of uncertificated
holders, Euroclear UK and International Limited will be instructed to credit
the CREST participant's account with New Ordinary Shares.

The New Articles

The Company's current memorandum and articles of association were adopted by
the Company on 24 April 2015 and amended by special resolution on 24 April
2017 (the "Current Articles"). Due to the proposed Capital Reorganisation the
Company needs to adopt a revised memorandum and articles of association to
establish the Deferred Shares, and set out the rights attaching thereto. Below
is a summary of the material differences between the Current Articles and the
proposed New Articles:

The New Ordinary Shares will have the same rights as the Existing Ordinary
Shares including voting, dividend, return of capital and other rights. The
Deferred Shares will have no dividend or voting rights and, upon a return of
capital, the right only to receive the amount paid up thereon after the
holders of the Ordinary Shares in the capital of the Company have received the
aggregate amount paid up thereon. The Deferred Shares will not be traded on
the Main Market or any other market, and no share certificates will be issued
in respect of the Deferred  Shares, nor will the CREST accounts of holders of
New Ordinary Shares be credited with any Deferred Shares.

The Company will be able to hold general meetings and annual general meetings
by means of electronic facility or facilities. The notice of the meetings will
specify whether the meeting will be a physical, electronic or hybrid meeting.
In the case of an electronic or hybrid meeting, the notice shall specify the
date, time and electronic platform for the meeting, which electronic platform
may vary from time to time and from meeting to meeting as the Board, in its
sole discretion, sees fit. At any electronic general meeting, the Board may
impose any necessary requirements or restrictions to verify the identity of
those taking part and the security of the electronic communications. The
Company will also be able to authorise any voting application, system or
facility for electronic or satellite general meetings as it sees fit. For the
avoidance of doubt, the New Articles will not prevent a general meeting being
held both physically and electronically.

Subject to express agreement by members (as further detailed in the proposed
New Articles), the Company will be able to send any documents or notices to
members, who have provided their express consent, in electronic form and use
its website to display certain documents rather than sending these documents
to members in hardcopy form.

Admission of the New Ordinary Shares

Application will be made for the New Ordinary Shares to be admitted to trading
on the Main Market of the London Stock Exchange 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 10 November 2025.

Shareholders who hold Existing Ordinary Shares in uncertificated form will
have such shares disabled in their CREST accounts on the Record Date, and
their CREST accounts will be credited with the New Ordinary Shares following
Admission, which is expected to take place on 10 November 2025.

Following the Capital Reorganisation, share certificates in respect of
Existing Ordinary Shares will cease to be valid. Share certificates in respect
of holding of New Ordinary Shares will be sent to the registered address of
shareholders on the register at 6:00 p.m. on the record date. The share
certificates will be despatched by 1(st) class post, at the risk of the
shareholder.

Resolutions at the General Meeting

Resolution 1 - Share Capital Reclassification

Subject to the New Articles being adopted, this is an ordinary resolution to
grant the Directors with authority to subdivide and reclassify the existing
ordinary shares of £0.02 each in the capital of the Company so that each
ordinary share of £0.02 are sub-divided and reclassified into one (1) New
Ordinary Share of £0.000005 each in the capital of the Company and (2) 3,999
new Deferred Shares of £0.000005 each in the capital of the Company with each
having the rights and restrictions set out in the New Articles.

Resolution 2 - Consolidation of Shares

Subject to the New Articles being adopted and the share capital
reclassification described at Resolution 1 being passed, this is an ordinary
resolution to grant the Directors with authority to consolidate the New
Ordinary Shares and Deferred Shares so that every 200 New Ordinary Shares and
every 200 Deferred Shares will be consolidated into one New Ordinary Share and
one Deferred Share of £0.001 each in the capital of the Company with each
having the rights and restrictions set out in the New Articles.

Resolution 3 - Adoption of New Articles

This is a special resolution to approve the adoption of the New Articles.

A copy of the Company's Current Articles and the proposed New Articles of
association will be available for inspection during normal business hours
(excluding Saturdays, Sundays and bank holidays) at the offices of Hill
Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW from
the date of this Document until the close of the General Meeting. The proposed
New Articles will also be available for inspection at the General Meeting at
least 15 minutes prior to the start of the meeting and up until the close of
the meeting.

Resolution 4 - Notice

This is a special resolution to approve the reduction of the notice period to
call a general meeting to 14 days.

Action to be taken by Shareholders

Shareholders will find enclosed with this letter a Form of Proxy for use at
the General Meeting. The Form of Proxy should be completed and returned in
accordance with the instructions printed on it so as to arrive to the
Registrar, Neville Registrars Limited at Neville House, Steelpark Road,
Halesowen B62 8HD as possible and in any event not later than 10:00 a.m. on 5
November 2025. Completion and the return of the Form of Proxy will not prevent
Shareholders from attending and voting at the General Meeting should they so
wish.

Recommendation

The Directors unanimously believe that the Resolutions are in the best
interests of the Company and its Shareholders and unanimously recommend you
vote in favour of the Resolutions.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Event                                                                        Expected time / date
 Publication and posting of this Document and Form of Proxy                   10 October 2025
 Latest time and date for receipt of Form of Proxy                            10:00 a.m. on 5 November 2025
 Time and Date of General Meeting                                             10:00 a.m. on 7 November 2025
 Announcement of results of General Meeting                                   7 November 2025
 Record date for Capital Reorganisation                                       6:00 p.m. on 7 November 2025
 Latest time and date for dealing in Existing Ordinary Shares                 6:00 p.m. on 7 November 2025
 Expected date of admission of New Ordinary Shares to the Main Market         10 November 2025
 Expected date CREST accounts are to be credited with New Ordinary Shares in  10 November 2025
 uncertificated form

 Despatch of definitive certificate for New Ordinary Shares (in certificated  within 10 Business Days of admission
 form)

 

Copies of the Circular and the Notice of General Meeting will be available on
the Company's website at:

https://everestglobalplc.com/investors/

 

For further information please contact the following:

 Everest Global plc

 Andy Sui, Chief Executive Officer   +44 (0) 776 775 1787

 Rob Scott, Non-Executive Director   +27 (0)84 6006 001

 SPARK Advisory Partners Limited

 Andrew Emmott                       +44 (0) 20 3368 3555

 

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