REG - MyHealthChecked PLC - Proposed Capital Reduction and Notice of GM

MyhealthcheckedAnnouncement

18/11/2022 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:20221118:nRSR8363Ga&default-theme=true

RNS Number : 8363G  MyHealthChecked PLC  18 November 2022

 

MyHealthChecked PLC

("MyHealthChecked" or the "Company")

 

Proposed Capital Reduction and Notice of GM

 

MyHealthChecked PLC (AIM: MHC), the consumer home-testing healthcare company,
announces that it will today post a circular to shareholders detailing the
Board's proposal of a capital reduction to create distributable reserves. The
Circular will also contain the Notice of General Meeting to be held on 6
December 2022.

 

A copy of the Circular and Notice of General Meeting will be available on the
Company's website: www.myhealthcheckedplc.com
(http://www.myhealthcheckedplc.com/) later today. Extracts from the Circular
are set out below:

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Posting of the Circular and the form of proxy                               18 November 2022
 Latest time and date for receipt of forms of proxy for the General Meeting       11.00 a.m. on 2 December 2022

 General Meeting                                                             11.00 a.m. on 6 December 2022
 Announcement of the result of the General Meeting                           6 December 2022
 Expected date for the Court Hearing to confirm the Capital Reduction        on or around 17 January 2023
 Expected Effective Date of the Capital Reduction                            on or around 18 January 2023

 

 

DEFINITIONS

The following definitions apply throughout this document, unless the context
requires otherwise.

 "Act"                         Companies Act 2006
 "AIM"                         the market of that name operated by London Stock Exchange plc
 "AIM Rules"                   the AIM Rules for Companies whose securities are traded on AIM, as published
                               by the London Stock Exchange from time to time
 "Articles"                    the Company's articles of association
 "Board" or "Directors"        the directors of the Company at the date of this Document
 "Capital Redemption Reserve"  the capital redemption reserve of the Company
 "Capital Reduction"           the proposed reduction of the share capital of the Company under section 641
                               of the Act, involving the cancellation of all the Deferred Shares, the Share
                               Premium Account and the Capital Redemption Reserve
 "Circular" or "Document"      this document dated 18 November 2022
 "Company"                     MyHealthChecked PLC, a company registered in England and Wales with registered
                               number 06573154
 "Court Hearing"               the hearing by the High Court of the claim form to confirm the Capital
                               Reduction under section 648 of the Act;
 "Court Order"                 the order of the High Court confirming the Capital Reduction;
 "Deferred Shares"             the 264,946,675 deferred shares of 2.4p each in the capital of the Company
 "Effective Date"              expected to be on or around 18 January 2023
 "form of proxy"               the form of proxy accompanying this Document (or otherwise available) for use
                               at the General Meeting
 "General Meeting" or "GM"     the General Meeting of Shareholders to be held at 11.00 a.m. on 6 December
                               2022 and any adjournment thereof, to consider and, if thought fit, pass the
                               Resolutions, notice of which is set out at the end of this document
 "High Court"                  the High Court of Justice in England and Wales
  "London Stock Exchange"      London Stock Exchange plc
 "Ordinary Shares"             the 780,088,967 ordinary shares of 0.1p each in the capital of the Company in
                               issue at the date of this document, which are admitted to trading on AIM
 "Proposals"                   the proposals set out in this Document which Shareholders are being asked to
                               consider and, if thought fit, approve, comprising (i) the Capital Reduction,
                               (ii) the alteration of the Articles and (iii) the authorisation of the Company
                               to acquire its own shares
 "Registrar of Companies"      the Registrar of Companies in England and Wales, within the meaning of the
                               Act;
 "Resolutions"                 the resolutions set out in the notice of General Meeting
 "Shareholders"                holders of Ordinary Shares in the Company from time to time
 "Share Premium Account"       the share premium account of the Company
 "Sterling" or "£"             the lawful currency of the UK
 "UK" or "United Kingdom"      the United Kingdom of Great Britain and Northern Ireland

 

 

 

1.      Introduction

I am writing to you to set out the details of your Board's proposal to effect
a reduction of the share capital of the Company, involving the cancellation of
all the Deferred Shares, the Share Premium Account and the Capital Redemption
Reserve.  The purpose of the Capital Reduction is to create distributable
reserves.  In addition, the Board proposes to seek authority from
Shareholders for the Company to make market purchases of its own Ordinary
Shares when it is appropriate to do so.

 

The purpose of this document is to provide you with details of the Proposals
and the Resolutions to be proposed to Shareholders at the forthcoming General
Meeting. The formal Notice of General Meeting is set out at the end of this
document and a form of proxy is also enclosed for you to complete, sign and
return.

 

2.      Background to and reasons for the Proposals and the General
Meeting

Capital Reduction

 

As at 31 December 2021, the Company had retained losses of £16,080,004 and
continues to have a negative distributable reserves position meaning that it
is unable to declare dividends or make distributions to Shareholders or buy
back its Ordinary Shares.

 

The Company has 264,946,675 deferred shares of 2.4p each in issue which arose
on a previous share capital reorganisation.  Although the aggregate nominal
value of the Deferred Shares is £6,358,720.20, they do not have any tangible
value and the Company proposes to cancel all the Deferred Shares.  This share
capital account constitutes a non-distributable reserve for the purposes of
the Act.  The Company is therefore seeking the approval of Shareholders to
cancel all the Deferred Shares.

 

The Company has built up a substantial Share Premium Account through the issue
of shares for cash at values in excess of the nominal value of those shares.
As at the date of this document, the balance standing to the credit of the
Share Premium Account is £16,887,577.76.  The Share Premium Account
constitutes a non-distributable reserve for the purposes of the Act.

 

In addition, the Company has built up a Capital Redemption Reserve through the
redemption of an earlier series of deferred shares.  As at the date of this
document, the balance standing to the credit of the Capital Redemption Reserve
is £1,814,673.69.  The Capital Redemption Reserve constitutes a
non-distributable reserve for the purposes of the Act.

 

The Company is therefore seeking the approval of Shareholders to cancel the
Share Premium Account and Capital Redemption Reserve which, subject to the
confirmation of the High Court, and together with the cancellation of the
Deferred Shares, will enable the Company to eliminate the retained losses and
create distributable reserves equal to the balance.

 

The distributable reserves will be available for the Directors to use for the
purposes of paying dividends, should circumstances in the future make it
desirable to do so.

 

Further details of the Capital Reduction are set out in paragraphs 3, 4 and 5
below.

 

Buy-back Authority

 

The Company holds surplus cash resources which are not required in the normal
day-to-day management of its business so the Directors intend to use the
authority granted by Resolution 3 to make market purchases of Ordinary Shares
when it is appropriate to do so.

 

If passed, Resolution 3 will give authority for the Company to purchase up to
78 million of its Ordinary Shares, representing approximately 10 per cent. of
the issued share capital of the Company.  Resolution 3 specifies the minimum
and maximum prices which may be paid for any Ordinary Shares purchased under
the authority. The authority will expire on the earlier of the date falling 15
months from the date of the passing of Resolution 3 and the conclusion of the
Company's next annual general meeting.

 

The Company may either cancel any Ordinary Shares it purchases under the
authority granted by Resolution 3 or transfer them into treasury (and
subsequently sell or transfer them out of treasury or cancel them). The
Directors currently intend to cancel all shares purchased under the authority
granted by Resolution 3.

 

The Directors will only exercise the authority to purchase Ordinary Shares
where they consider that such purchases will be in the best interests of
Shareholders generally and will result in an increase in earnings per Ordinary
Share.

 

3.      Capital Reduction - Deferred Shares, Share Premium Account and
Capital Redemption Reserve

The aggregate nominal value of any shares forms part of the capital of any
company.  Share premium is treated as part of the capital of a company and
arises on the issue by a company of shares at a premium to their nominal
value. The premium element is credited to the share premium account.
Likewise, on a redemption or buy back of shares by a company an amount equal
to the nominal value of the redeemed or bought back shares is credited to the
capital redemption reserve.

 

The share capital account, the share premium account and the capital
redemption reserve are non-distributable capital reserves and a company's
ability to use any amount credited to those reserves is limited by the Act.
However, with the approval of its shareholders by way of a special resolution
and subsequent confirmation by the High Court, a company may reduce or cancel
its shares, its share premium account and its capital redemption reserve and
in certain circumstances either return all or part of the sum arising to
shareholders as a return of capital, or credit some or all of such sum arising
to its profit and loss account.

 

To the extent that the release of such a sum from the cancellation of shares,
a share premium account and/or a capital redemption reserve creates or
increases a credit on the profit and loss account, that sum represents a
company's distributable reserves.

 

As mentioned above, the cancellation of the Deferred Shares, the Share Premium
Account and the Capital Redemption Reserve will eliminate the Company's
retained losses and create distributable reserves equal to the balance.

 

4.      Capital Reduction - Procedure

In order to effect the Capital Reduction, the Company firstly requires the
authority of its Shareholders by the passing of Resolution 1 at the General
Meeting to approve the cancellation of the Deferred Shares, the Share Premium
Account and the Capital Redemption Reserve.

 

Secondly, the Capital Reduction must be confirmed by the High Court, to which
the Company will make an application if Resolution 1 is passed.  The Court
Hearing to confirm the Capital Reduction is expected to be held on or around
17 January 2023.  Shareholders will have the right to attend the Court
Hearing in person or through counsel or other suitably qualified persons to
support or oppose the sanction of the Capital Reduction.

 

The Capital Reduction will then take effect when the Court Order confirming
it, and a statement of capital approved by the High Court, have been delivered
to and registered by the Registrar of Companies.  The Effective Date of the
Capital Reduction is currently expected to be on or around 18 January 2023.
That date is likely to be within a few working days after the Court Hearing,
which is currently expected to be on or around 17 January 2023.

 

In order to approve the Capital Reduction, the High Court will need to be
satisfied that the interests of the Company's creditors will not be prejudiced
by the Capital Reduction. There is a possibility that the Company may be
required to give undertakings or other forms of creditor protection for the
benefit of the Company's creditors at the date on which the Capital Reduction
becomes effective.  These may include seeking the consent of the creditors to
the cancellation of the Deferred Shares, the Share Premium Account and the
Capital Redemption Reserve or the provision by the Company to the High Court
of an undertaking to deposit a sum of money into a blocked account created for
the purposes of discharging creditors of the Company.

 

The Board reserves the right (where necessary by application to the High
Court) to abandon, discontinue or adjourn any application to the High Court
for confirmation of the Capital Reduction, and hence the Capital Reduction
itself, if the Board believes that the terms required to obtain confirmation
are unsatisfactory to the Company or if as the result of any material
unforeseen event the Board considers that to continue with the Capital
Reduction is inappropriate or inadvisable.

 

5.      Effect of the Capital Reduction

If approved by Shareholders and confirmed by the High Court, the Capital
Reduction will result in the creation of distributable reserves which will
allow the Company to make market purchases of Ordinary Shares and to pay
dividends in due course, should it be appropriate or desirable to do so.
The Capital Reduction will not affect the number of Ordinary Shares in issue,
the nominal value per Ordinary Share or the voting or dividend rights of any
Shareholder.

 

6.      General Meeting

Set out at the end of this document is a notice convening the General Meeting
to be held on 6 December 2022 at 11.00 a.m. in the Malt Room at The Maltings,
East Tyndall Street, Cardiff, CF24 5EA, at which the Resolutions will be
proposed for the purposes of approving the Proposals.

 

7.         Resolutions

A summary and brief explanation of the resolutions to be proposed at the
General Meeting is set out below. Please note that this is not the full text
of the Resolutions and you should read this section in conjunction with the
Resolutions contained in the Notice at the end of this document. The following
resolutions will be proposed at the General Meeting:-

 

Resolution 1, which will be proposed as a special resolution, is to cancel the
Deferred Shares, and the total amount standing to the credit of the Share
Premium Account and Capital Redemption Reserve, being £25,060,971.65 in
aggregate as at the date of this document.

Resolution 2, which will be proposed as a special resolution, will alter the
Articles to remove any reference to the Deferred Shares and their associated
rights.

Resolution 3, which will also be proposed as a special resolution, seeks
authority for the Company to make market purchases of its own Ordinary
Shares.

As special resolutions, each Resolution requires votes in favour representing
75 per cent. or more of the votes cast (in person or by proxy) at the General
Meeting in order to be passed.

8.         Action to be taken by Shareholders

A form of proxy for use at the General Meeting is enclosed. Whether or not you
intend to be present at the General Meeting, you are requested to complete,
sign and return the form of proxy in accordance with the instructions thereon
to the Company's Registrars at Neville House, Steelpark Road, Halesowen, West
Midlands B62 8HD, so as to arrive no later than 11.00 a.m. on 2 December 2022.
The return of the form of proxy will not prevent you from attending the
General Meeting and voting in person should you wish to do so.

 

If you hold your shares in uncertificated form in CREST you may appoint a
proxy or proxies by utilising the CREST electronic proxy appointment service
in accordance with the procedures described in the CREST Manual as set out in
the Notice of General Meeting at the end of this document. Proxies submitted
via CREST must be received by Neville Registrars Limited (ID 7RA11) no later
than 11.00 a.m. on 2 December 2022. The appointment of a proxy using the CREST
electronic proxy appointment service will not preclude a Shareholder from
attending and voting in person at the General Meeting should they wish to do
so.

 

9.         Board Recommendations

The Directors consider that all the proposals to be considered at the General
Meeting are in the best interests of the Company and its shareholders as a
whole and are most likely to promote the success of the Company. Accordingly,
the Directors unanimously recommend that you vote in favour of the Resolutions
to be proposed at the General Meeting as they intend to do in respect of their
own beneficial holdings currently amounting to 1.88 per cent. of the issued
share capital of the Company.

 

For further information contact:

 

 MyHealthChecked plc                                                www.myhealthchecked.com (http://www.myhealthchecked.com)
 Penny McCormick, Chief Executive Officer                           via Walbrook PR

 SPARK Advisory Partners Limited (NOMAD)                            Tel: +44 (0)20 3368 3550
 Neil Baldwin

 Oberon Capital Ltd (Broker)                                        Tel: +44 (0)20 3179 5344
 Mike Seabrook                                                      mikeseabrook@oberoninvestments.com (mailto:mikeseabrook@oberoninvestments.com)

 Walbrook PR Ltd (Media & IR)      Tel: +44 (0)20 7933 8780 or myhealthcheckedplc@walbrookpr.com
                                   (mailto:myhealthcheckedplc@walbrookpr.com)
 Paul McManus / Alice Woodings                                      Mob: +44 (0)7980 541 893 / +44 (0)7407 804 654

 

 

 

About MyHealthChecked PLC (www.myhealthcheckedplc.com
(http://www.myhealthcheckedplc.com) )

MyHealthChecked PLC, based in Cardiff, is an AIM-quoted pioneering UK
healthcare company focused on a range of at-home healthcare and wellness
tests.

 

MyHealthChecked is the umbrella brand of a range of at-home DNA and RNA tests
that have been developed following the acquisition of The Genome Store in
November 2020. The tests are available online, and in some cases, for
over-the-counter purchase.

 

The MyHealthChecked portfolio has been identified as part of a change in
mindset as customers become more familiar with the concept of accessible
healthcare in the growing at home testing kit market with a focus on
accessibility at the right price, led by UK-based experts.

 

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  NOGBKOBKDBDBBDD