REG - Solid State PLC - Notice of AGM & Proposed Bonus Share Issue

Solid StateAnnouncement

08/08/2024 07:00

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RNS Number : 6247Z  Solid State PLC  08 August 2024

 

8 August 2024

 

Solid State plc

("Solid State", the "Group" or the "Company")

 

Notice of Annual General Meeting

 &

Proposed Bonus Issue

 

Solid State plc (AIM: SOLI), the specialist value added component supplier and
design-in manufacturer of computing, power, and communications products,
announces that it has sent a notice of its Annual General Meeting ("AGM") to
shareholders who have requested a physical copy. The Company has also sent a
physical form of proxy relating to the AGM to all shareholders. The notice of
AGM and Annual Report & Accounts are available to view on the Company's
website at: https://solidstateplc.com/reports-and-documents/
(https://solidstateplc.com/reports-and-documents/)

The AGM will be held at 2 Ravensbank Business Park, Hedera Road Redditch B98
9EY, on 12 September 2024 at 9.30am.

Bonus Issue

Following shareholder feedback, the Company is seeking to issue 4 new ordinary
shares of £0.05p each ("Bonus Shares") for each ordinary share of £0.05 each
held by shareholders at the record date, with a view to improving the
liquidity and accessibility of the Company's shares, encourage retail
participation and attract new investors while rewarding our long term
shareholder base (the "Bonus Issue").

The Bonus Issue, if implemented following passing of the relevant resolution
at the Annual General Meeting, would result in the Company having a
significantly larger issued share capital figure expected to be approximately
57,000,000 Ordinary Shares at a reduced share price which, the Directors
believe, would enhance accessibility of the Company's shares, particularly for
retail investors, and improve liquidity.

Accordingly, the Bonus Issue would result in shareholders holding a higher
number of shares (4 additional Ordinary Shares for every existing Ordinary
Share held at the bonus issue record date), at a lower share price. Each
shareholder's proportionate interest in the share capital of the Company will
remain unchanged. It is only the number of Ordinary Shares in issue which will
have changed as a result of the Bonus Issue, and, other than this, each Bonus
Share, will carry the same rights and entitlements as set out in the Company's
Articles of Association that currently attach to the existing Ordinary Shares.
The Bonus Shares will rank equally with one another. There will be no change
to the Company's ticker symbol, ISIN, or nominal value attached to the
Ordinary Shares as a Result of the Bonus Issue.

Illustrative Impact of the Bonus Issue

For illustrative purposes, the table below sets out the expected impact of the
Bonus Issue by way of an example of a shareholder currently holding 5,000
Ordinary Shares ("Shareholder A") based upon the shares in issue on 7 August
2024.

                                                           Before Bonus Issue  Immediately following Bonus Issue
 Company's issued share capital                            11,376,644          56,883,220
 Share price (p)*                                          1,400p              280p
 Market capitalisation*                                    £159 million        £159 million
 Ordinary Shares held by Shareholder A                     5,000               25,000
 Value of Shareholder A's holding*                         £70,000             £70,000
 Percentage of issued Share Capital held by Shareholder A  0.04%               0.04%

 

*Share price, market capitalisation and value of Shareholder A's holding post
Bonus Issue are for illustrative purposes only and assume no change in the
valuation of the Company's shares before and immediately following the Bonus
Issue. The Company can provide no assurance as to the future share price, nor
as to the value of shareholders' holdings following the implementation of the
Bonus Issue.

To pass the resolution at the AGM in relation to the Bonus Issue (the
"Resolution"), the Directors will seek shareholder consent to:

i)    capitalise a sum not exceeding £2,500,000 standing to the credit of
the Company's share premium account, and to apply such sum in paying up in
full up to 50,000,000 Ordinary Shares of £0.05 each in the capital of the
Company (Bonus Shares); and

ii)     in accordance with section 551 of the Companies Act 2006 (CA
2006), allot and issue, credited as fully paid up, the Bonus Shares to the
holders of Ordinary Shares of £0.05 each in the capital of the Company on the
basis of 4 Bonus Shares for every 1 Ordinary Share of £0.05 each held and
recorded in the register of members of the Company at 6.00pm on 1 October 2024
(or such other time and date as the Directors may determine), and such
authority shall for the purposes of section 551 of the CA 2006 expire at the
conclusion of the next Annual General Meeting of the Company, or, if earlier,
31 March 2025.

Subject to the Resolution being passed, it is expected that the Bonus Shares
would be issued and admitted to trading on AIM on or around 8.00am on 2
October 2024. A further announcement will be made in due course.

The detailed timetable for the Bonus Issue is set out below:

 Event                                                                            Time and/or date
 Latest time and date for receipt of the Form of Proxy (or appointing a proxy     9.30am on 10 September 2024
 electronically or submitting a proxy via CREST) for the Annual General Meeting
 Annual General Meeting                                                           9.30am on 12 September 2024
 Bonus Issue record time                                                          6.00pm on 1 October 2024
 Admission and commencement of dealings in the Bonus Issue Shares on AIM          8.00am on 2 October 2024
 Ex-date for Bonus Issue                                                          2 October 2024
 CREST accounts of Shareholders holding in uncertificated form credited with      At or soon after 8.00am on 2 October 2024
 the Bonus Issue Shares
 Despatch of share certificates for the Bonus Issue Shares to Shareholders        within 14 days of Admission
 holding in certificated form

 

For further information please contact:

 

 Solid State plc                                                     Via Walbrook

 Gary Marsh - Chief Executive

 Peter James - Group Finance Director
 Cavendish Capital Markets Limited (Nominated Adviser & Broker)

 Adrian Hadden / Callum Davidson (Corporate Finance)                 020 7397 8900

 Jasper Berry / Tim Redfern (Sales / ECM)                            020 7220 0500
 Walbrook PR (Financial PR)                                          020 7933 8780

 Tom Cooper / Nick Rome / Joe Walker                                 0797 122 1972

                                                                     solidstate@walbrookpr.com (mailto:solidstate@walbrookpr.com)

Analyst Research Reports: For further analyst information and research see the
Solid State plc website: https://solidstateplc.com/research/
(https://urldefense.proofpoint.com/v2/url?u=https-3A__solidstateplc.com_research_&d=DwMFAg&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=05PHl3GHdShYuaCii2fBRpoqaNr9B1d97X09daeosu0&m=JmX-gQVke87P3UDBxQzNglNm9FfzH5yZtIa_SmElSS4&s=ib8r3ul2tCaEvJ39SnR1LT7nCa7gAcRQzgO-kNoyZoM&e=)

 

Notes to Editors:

 

Solid State plc (SOLI) is a value added electronics group supplying
commercial, industrial and defence markets with durable components,
assemblies, manufactured units and power units for use in specialist and harsh
environments.  The Group's mantra is - 'Trusted technology for demanding
environments'.  To see an introductory video on the Group -
https://bit.ly/3kzddx7 (https://bit.ly/3kzddx7)

Operating through two main divisions: Systems (Steatite, Active Silicon &
Custom Power) and Components (Solsta & Pacer); the Group specialises in
complex engineering challenges often requiring design-in support and component
sourcing for computing, power, communications, electronic, electro-mechanical
and opto-electronic products.

Headquartered in Redditch, UK, Solid State employs approximately 425 staff
across the UK and US, serving specialist markets with high barriers to entry
in industrial, defence and security, transportation, medical and energy.

Solid State was established in 1971 and admitted to AIM in June 1996.  The
Group has grown organically and by acquisition - having made three
acquisitions in the last four years.

 

 

 

 

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