TIDMIRGP
RNS Number : 5091F
Indian Restaurants Group PLC
13 January 2010
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Indian Restaurants Group Plc (the "Company")
Proposed Capital Reorganisation
13 January 2010
The Company announces that it is seeking shareholder approval for a Capital
Reorganisation as detailed in a Circular dated and despatched to its
shareholders today (the "Proposals"). The Circular is available on the Company's
website at www.indianrestaurantsgroup.co.uk. All definitions in this
announcement bear the same meaning as those set out in the Circular, unless
otherwise stated.
The Board considers that the Capital Reorganisation, which is explained in
detail below, would facilitate any future fund raising that may be appropriate
to the development of the Company's ongoing strategy.
The Board is also seeking Shareholders' approval at the GM to make consequential
amendments to the Company's Articles of Association.
Summary of the Proposals
Currently, the Authorised Share Capital is GBP20 million divided into
200,000,000 ordinary shares of 10 pence each ("Existing Ordinary Shares"). There
are currently 13,079,850 Existing Ordinary Shares in issue, credited as fully
paid up.
Capital Reorganisation
Under the provisions of section 580 of the Companies Act 2006 (the "Act"), the
Company may not allot shares at a price which is less than their nominal value
of those shares. The closing mid market price of an Existing Ordinary Share as
at the close of business on 12 January 2010, the latest practicable date prior
to the despatch of the Circular, was 2 pence. The Directors consider that it
would enable them and the Company to proceed more quickly with opportunities
requiring the issue of additional equity, if the Company's share capital were to
be reorganised on the basis of the Capital Reorganisation, details of which are
set out below.
It is proposed that each of the issued Existing Ordinary Shares with a nominal
value of 10 pence will be sub-divided into one new ordinary share of 0.5 pence
(a "New Ordinary Share") and one deferred share of 9.5 pence (a "Deferred
Share").
The Deferred Shares will have very limited rights and are effectively valueless.
The Deferred Shares will have no voting rights and will have no rights as to
dividends and only very limited rights on a return of capital. They will not be
admitted to or listed on any stock exchange and will not be freely transferable.
It is the Board's intention, at the appropriate time, to make an application to
the Court for the Deferred Shares to be cancelled.
The New Ordinary Shares will have the same rights as those currently accruing to
the existing respective Ordinary Shares under the Company's Articles of
Association, including those in respect of voting and entitlement to dividends.
The sub-division should not affect the market value of a Shareholder's aggregate
holding of Ordinary Shares.
The Company does not intend to make a general issue of new share certificates to
existing Shareholders as a result of the Capital Reorganisation. Existing share
certificates issued in respect of the Existing Ordinary Shares of 10p each will
remain valid in respect of New Ordinary Shares of 0.5p. The Company will make
arrangements for the ISIN of the Existing Ordinary Shares, GB00B0YTNL47, to
apply to the New Ordinary Shares.
CREST accounts of Shareholders will not be credited in respect of any
entitlement to Deferred Shares.
Once the proposed resolutions have been passed at the General Meeting, the share
capital of the Company will comprise:
+------------------------+------------------------+------------------------+
| | Ordinary Shares of 0.5 | Deferred Shares of 9.5 |
| | pence each | pence each |
| | | |
+------------------------+------------------------+------------------------+
| Authorised | 200,000,000 | 200,000,000 |
+------------------------+------------------------+------------------------+
| Issued | 13,079,850 | 13,079,850 |
+------------------------+------------------------+------------------------+
Other Resolution
As part of the Capital Reorganisation, the Company intends to make consequential
amendments to its Articles of Association to include provisions in respect of
the Deferred Shares.
General Meeting (the "GM")
The Proposals are conditional on the approval of the Shareholders at the GM be
held at the offices of Gordons Partnership LLP, at 22 Great James Street,
London WC1N 3ES on 3 February 2010 at 9.00a.m. At the GM, Resolutions will be
proposed to approve:
(i) the Capital Reorganisation; and
(ii) amendments to the Company's Articles of Association required in
connection with the Capital Reorganisation.
Recommendation
The Directors consider that the Proposals are in the best interests of the
Company and the Shareholders as a whole and recommend you to vote in favour of
the Resolutions, as they intend to do, or procure to be done, in respect of
their interests in Existing Ordinary Shares.
Further enquiries:
Indian Restaurants Group Plc
Haresh Kanabar, Chairman
Amit Pau, Chief Executive
020 7432 3278
W.H. Ireland Limited
Katy Birkin
0121 265 6330
This information is provided by RNS
The company news service from the London Stock Exchange
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