REG - MyHealthChecked PLC - Proposed Share Consolidation and Notice of AGM

MyhealthcheckedAnnouncement

03/04/2023 07:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230403:nRSC0386Va&default-theme=true

RNS Number : 0386V  MyHealthChecked PLC  03 April 2023

 

MyHealthChecked PLC

("MyHealthChecked" or the "Company")

 

Proposed Share Consolidation and Notice of AGM

 

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 to consolidate the Company's share capital with the aim of
improving the marketability of the Ordinary Shares. The Circular will also
contain the Notice of the Annual General Meeting to be held on 11 May 2023.

 

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

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

                                                                                                      2023
 Posting of the Circular and the form of proxy                                     3 April
 Latest time and date for receipt of forms of proxy for the Annual General              11.00 a.m. on 9 May
 Meeting

 Annual General Meeting                                                            11.00 a.m. on 11 May
 Announcement of the result of the Annual General Meeting                          11 May
 Record Date in respect of the Share Consolidation and final date for trading      6.00 p.m. on 11 May
 in Existing Ordinary Shares
 Admission expected to become effective and dealings expected to commence in       8.00 a.m. on 12 May
 the New Ordinary Shares on AIM
 CREST accounts expected to be credited in respect of New Ordinary Shares in       12 May
 uncertificated form
 Expected date by which certificates in respect of New Ordinary Shares are to      By the week commencing on 29 May
 be despatched to certificated Shareholders

 

 

DEFINITIONS

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

 "Admission"                        the admission of the New Ordinary Shares to trading on AIM in accordance with
                                    Rule 6 of the AIM Rules;
 "Annual General Meeting" or "AGM"  the Annual General Meeting of Shareholders to be held at 11.00 a.m. on 11 May
                                    2023 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
 "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, whose names are set
                                    out on page 6 of this Document
 "Circular" or "Document"           this document dated 3 April 2023
 "Company"                          MyHealthChecked PLC, a company registered in England and Wales with registered
                                    number 06573154
 ''CREST''                          the computerised settlement system to facilitate transfer of title to or
                                    interests in securities in uncertificated form operated by Euroclear UK &
                                    International Limited;
 "Existing 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
 "form of proxy"                    the form of proxy accompanying this Document (or otherwise available) for use
                                    at the Annual General Meeting
  "London Stock Exchange"           London Stock Exchange plc
 "New Ordinary Shares"              the Ordinary Shares of 1.5p each in the capital of the Company arising on the
                                    completion of the Share Consolidation
 "Ordinary Shares"                  ordinary shares of 0.1p (or, following the Share Consolidation, 1.5p) each in
                                    the capital of the Company
 "Record Date"                      6.00 p.m. on 11 May 2023 (or such other time and date as determined by the
                                    Directors)
 "Resolutions"                      the resolutions set out in the notice of Annual General Meeting
 "Share Consolidation"              the proposed consolidation of the Company's ordinary share capital pursuant to
                                    which every 15 Existing Ordinary Shares are consolidated into 1 New Ordinary
                                    Share
 "Shareholders"                     holders of Ordinary Shares in the Company from time to time
 "Sterling" or "£"                  the lawful currency of the UK
 "UK" or "United Kingdom"           the United Kingdom of Great Britain and Northern Ireland

 "US" or "United States"            the United States of America, its territories and possessions, any states of
                                    the United States of America and the District of Columbia and all other areas
                                    subject to its jurisdiction.

 

STATISTICS

 

 Number of Existing Ordinary Shares                                    780,088,967

 Number of Ordinary Shares in issue as at the Record Date              780,088,980
 Conversion ratio of Existing Ordinary Shares to New Ordinary Shares    15 : 1
 Nominal value of an Ordinary Share following the Share Consolidation   1.5p
 Number of Ordinary Shares in issue immediately following the Share       52,005,932
 Consolidation

 New ISIN Code following the Share Consolidation                       GB00BN7K5L93
 New SEDOL Code following the Share Consolidation                      BN7K5L9
 TIDM                                                                  MHC
 LEI                                                                   213800RBHY6LZDG13168

1.      Introduction

I am writing to you to set out the details of your Board's proposal to
consolidate the Company's share capital with the aim of improving the
marketability of the Ordinary Shares.

 

In addition, I am pleased to inform you that this year's annual general
meeting will be held on 11 May 2023 at 11.00 a.m. in the Malt Room at The
Maltings, East Tyndall Street, Cardiff, CF24 5EA.

 

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

 

2.      Background to and reasons for the Share Consolidation

As at the date of this document, the Company has 780,088,967 Ordinary Shares
in issue, with a closing mid-market price of 1.05 pence per Existing Ordinary
Share (as at 31 March 2023, being the latest practicable Business Day prior to
the date of this document). The Board believes that the Share Consolidation
will improve the marketability of the Ordinary Shares by way of a higher share
price and hopes to reduce volatility in the Company's share price by narrowing
the spread of its bid and offer price.

 

It is therefore proposed that the existing ordinary shares of 0.1 pence each
are consolidated on a 15 for 1 basis, such that every 15 Existing Ordinary
Shares are consolidated into 1 ordinary share of 1.5p pence in nominal value.
It is intended that 13 new Ordinary Shares will be allotted to the Company's
registrars, Neville Registrars Limited, following the AGM so that the total
number of existing Ordinary Shares is exactly divisible by 15 for the Share
Consolidation. Assuming a share capital of 780,088,980 Existing Ordinary
Shares immediately prior to the Record Date, following completion of the Share
Consolidation, the Company will have 52,005,932 New Ordinary Shares in issue.

 

Application will be made in accordance with the AIM Rules for the New Ordinary
Shares arising from the Share Consolidation to be admitted to trading on AIM,
subject to Shareholders passing Resolutions 6 and 7 at the Annual General
Meeting. It is expected that if such Resolutions are passed, Admission in
respect of such New Ordinary Shares will become effective and that dealings in
those New Ordinary Shares will commence on 12 May 2023.

 

No Shareholder will be entitled to a fraction of a New Ordinary Share.
Instead, their entitlement will be rounded down to the nearest whole number of
New Ordinary Shares. Remaining fractional entitlements to New Ordinary Shares
will be aggregated and sold on behalf, and for the benefit of, the Company. If
a Shareholder holds fewer than 15 Existing Ordinary Shares at the Record Date,
then the rounding down process will result in that Shareholder being entitled
to zero New Ordinary Shares and as a result of the Share Consolidation they
will cease to hold any Ordinary Shares.

 

 

3.      Annual General Meeting

Set out at the end of this document is a notice convening the Annual General
Meeting to be held on 11 May 2023 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.

 

We are keen to welcome Shareholders in person to the Annual General Meeting
this year and an explanation of the business to be considered at the Annual
General Meeting is set out at the end of the formal notice of the Annual
General Meeting which is set out at the end of this document.

 

Shareholders wishing to vote but who are unable to attend the Annual General
Meeting in person, are urged to appoint the Chairman of the meeting as their
proxy, in accordance with the relevant instructions on the form of proxy, and
to submit their form of proxy so as to be received as soon as possible and by
no later than 11:00 a.m. on 9 May 2023. This will ensure that your vote will
be counted even if you are unable to attend in person.

 

4.         Resolutions

A summary of the resolutions to be proposed at the Annual 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 formal notice at the end of this document (together with the
explanatory notes set out at the end of such notice).

 

The following resolutions will be proposed at the Annual General Meeting:-

 

Resolution 1, which will be proposed as an ordinary resolution, relates to the
adoption of the Company's annual accounts for the financial year ended 31
December 2022

Resolution 2, which will be proposed as an ordinary resolution, seeks
Shareholder approval to appoint Gravita Audit Limited as the Company's auditor
and to authorise the directors to determine their remuneration.  Jeffreys
Henry LLP, the Company's current auditor, has indicated that it will not seek
re-appointment as the Company's auditor at the Annual General Meeting as,
following a business reorganisation, the firm will provide audit services to
clients from another company in its group, Gravita Audit Limited.

Resolution 3, which will be proposed as an ordinary resolution, seeks the
re-appointment of Penny McCormick as a director of the Company.

Resolution 4, which will be proposed as an ordinary resolution, seeks the
re-appointment of Neil Mesher as a director of the Company.

Resolution 5, which will be proposed as an ordinary resolution, seeks the
re-appointment of Lyn Rees as a director of the Company.

Resolution 6, which will be proposed as an ordinary resolution, seeks
Shareholder authority to approve the Share Consolidation.

Resolution 7, which will be proposed as a special resolution, seeks to alter
the Articles to reflect the change to the nominal value of the Ordinary Shares
following the passing of Resolution 6.

Resolution 8, which will be proposed as an ordinary resolution, seeks
Shareholder authority to issue shares.

Resolution 9, which will be proposed as a special resolution, seeks
Shareholder authority to dis-apply shareholder pre-emption rights on any issue
of shares under the authority granted in resolution 8.

Resolution 10, which will be proposed as a special resolution, seeks authority
for the Company to make market purchases of its own Ordinary Shares.

As special resolutions, each of Resolutions 7, 9 and 10 requires votes in
favour representing 75 per cent. or more of the votes cast (in person or by
proxy) at the Annual General Meeting in order to be passed.

5.         Action to be taken by Shareholders

A form of proxy for use at the Annual General Meeting is enclosed. Whether or
not you intend to be present at the Annual 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 9 May 2023. The return of the form of proxy will not prevent you from
attending the Annual 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 Annual 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 9 May 2023. 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 Annual General Meeting should they
wish to do so.

 

6.         Board Recommendations

The Directors consider that all the proposals to be considered at the Annual
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 Annual General Meeting as they intend to
do in respect of their own beneficial holdings currently amounting to
approximately 1.9 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

 Dowgate Capital Limited (Broker)                                   Tel: +44 (0)20 3903 7715
 David Poutney / Nicholas Chambers

 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 (http://www.myhealthchecked.com) is the umbrella brand of a
range of at-home rapid tests, as well as DNA, RNA and blood sample collection
kits which have been created to support customers on their journeys to
wellness. The tests are lateral-flow self-tests, and the sample collection
kits enable the collection of blood, urine, nasal or mouth swab samples that
are analysed in partner laboratories for a range of biomarkers. The tests will
also be made available online and will be viable 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  NOALFLFBXZLXBBK