REG - Versarien PLC - Notice of General Meeting

VersarienAnnouncement

12/10/2023 07:00

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RNS Number : 8443P  Versarien PLC  12 October 2023

12 October 2023

Versarien plc

("Versarien" or the "Company")

Notice of General Meeting

Versarien plc (AIM: VRS), the advanced materials engineering group, announces
that a Notice of General Meeting ("General Meeting") will be posted to
shareholders today.  The General Meeting will be held on Monday 30 October
2023 at 10.00 a.m. at the offices of Fieldfisher LLP, Riverbank House, 2 Swan
Lane, London EC4R 3TT.  The purpose of the General Meeting is to approve a
share capital reorganisation, which consists of a redesignation of the
existing ordinary shares of the Company, and renewal of the Company's share
capital authorities.

The formal notice of the General Meeting including full details of all
resolutions to be proposed ("Resolutions") is available to view on the
Company's website at www.versarien.com (http://www.versarien.com) .

The Company values shareholder participation and values the votes of
shareholders, so it encourages all shareholders to exercise their voting
rights by completing and submitting a proxy form as soon as possible.  It
would also be helpful if shareholders could submit any questions in advance of
the General Meeting via IFC Advisory Limited, the Company's financial PR and
investor relations adviser, at versarien@investor-focus.co.uk.

Background

At the last general meeting of the Company, held on 4 July 2023, the Company
explained that it wished to renew its share capital authorities to enable it
to provide bridging finance whilst certain assets were marketed for sale.

As described in the commercial update on 2 October 2023, discussions remain
ongoing regarding the sale of these assets, but at this juncture there can be
no certainty that sales can be satisfactorily concluded before the existing
working capital is exhausted and consequently further funding may be required
from the capital markets.

However, the Company's existing ordinary shares have, at times, traded on AIM
at a price less than the nominal value of such shares.  Under the Companies
Act 2006, a company is unable to issue shares at a subscription price which is
less than the nominal value of shares of the same class.  This means that, as
the nominal value of the Company's existing ordinary shares is currently one
penny, the Company could not issue further Ordinary Shares at a price of less
than one penny per share without a reorganisation of the existing ordinary
shares.  The Board, therefore, considers it prudent to implement the proposed
share capital reorganisation in order that the nominal value of the new
ordinary shares becomes lower than one penny therefore allowing the Company
the possibility to raise funds by issuing further shares, should the Directors
elect to do so in due course.

Additionally, the lower share price means that the authorities granted at the
Company's previous general meeting have scope to generate less aggregate funds
so the directors are seeking shareholder approval to also renew those
authorities to potentially generate greater working capital for the Company's
short and medium term needs.

Share Capital Reorganisation and amendments to the Articles of Association

Accordingly, it is proposed to reorganise the existing ordinary share of 1p
each ("Existing Ordinary Share") into one new ordinary share of 0.1p ("New
Ordinary Share") and one new deferred share of 0.9p each ("New Deferred
Share").

The New Ordinary Shares will in all material respects, have the same rights
(including rights as to voting, dividends and return of capital) as the
Existing Ordinary Shares.  The New Ordinary Shares will be traded on AIM in
the same way as the Existing Ordinary Shares, with the exception of the
difference in nominal value.

The rights attached to the New Deferred Shares will be set out in the Articles
(as per Resolution 2 in the Notice of General Meeting). The New Deferred
Shares will have little economic value as they will not carry any rights to
vote or dividend rights, although the New Deferred Shares will rank pari passu
with the New Ordinary Shares on a return of capital on a winding up of the
Company.

The Company does not intend to make any application for the New Deferred
Shares to be admitted to trading on AIM or any other public market.  The New
Deferred Shares will not be transferable without the prior written consent of
the Company.  No share certificates will be issued in respect of the New
Deferred Shares.  The Board may further appoint any person to act on behalf
of all the holders of the New Deferred Shares to transfer all such shares to
the Company in accordance with the terms of the Companies Act.

It is not intended to issue new share certificate(s) to the holders of the New
Ordinary Shares following the Share Capital Reorganisation.  Existing share
certificate(s) will remain valid for the same number of shares but with a
different nominal value of 0.1p per share.  Following the Share Capital
Reorganisation should you wish to receive an updated share certificate please
contact the Registrars at the address set out in this document.  The nominal
value of shares already held in CREST will be updated at approximately 8.00
a.m. on 31 October 2023.

By effecting the Share Capital Reorganisation in this way, the total nominal
value of the Company's entire issued share capital remains the same with New
Ordinary Shares having a nominal value of 0.1p plus New Deferred Shares having
a nominal value of 0.9p.

The Share Capital Reorganisation is conditional upon, and effected by, the
approval of Resolutions 1 and 2 at the General Meeting as required by the
Companies Act 2006 and the Articles.  If Resolutions 1 and 2 are passed, the
Share Capital Reorganisation will become effective at 6.00 p.m. on the Record
Date.

The Articles are proposed to be amended to allow for the issue of the New
Deferred Shares, which are proposed to be issued as part of the Share Capital
Reorganisation. Resolution 2 amends the Company's existing Articles to include
provision in respect of the rights and restrictions attaching to the Deferred
Shares.  The changes are set out in Part 2 of the Circular.

Recommendation

The Board considers that the Resolutions are in the best interests of the
Company and its shareholders, taken as a whole. The Board unanimously
recommends that the Shareholders to vote in favour of the Resolutions, as the
Directors intend to do so in respect of their own beneficial holdings.

If the Resolutions are not approved at the General Meeting, the Company may
not be able to raise equity funding, and if no alternative funding can be
secured, the Company's ability to operate as a going concern will be put at
risk.

 

Expected timetable of principal events
 
           2023

Publication and dispatch of the circular and Form of Proxy
                     12 October

Latest time and date for receipt of the Form of
Proxy
10.00 a.m. on 26 October

Time and date of the General Meeting
                                          10.00 a.m. on
30 October

Results of the General Meeting announced through RNS
                       30 October

Record Date for Share Capital Reorganisation
                                      6.00 p.m. on 30
October

Admission and dealings in New Ordinary Shares
                                 8.00 a.m. on 31 October

 

All references to times in this timetable are to London times and each of the
times and dates are indicative only and may be subject to change.

Terms used and not defined in this announcement shall have the same meanings
given to them in the Notice of General Meeting.

 

For further information please contact:

 

 Versarien                                                   c/o IFC

 Stephen Hodge, Chief Executive Officer

 Chris Leigh, Chief Financial Officer

 SP Angel Corporate Finance (Nominated Adviser and Broker)   +44 (0)20 3470 0470

 Matthew Johnson, Adam Cowl

 IFC Advisory Limited (Financial PR and Investor Relations)  +44 (0) 20 3934 6630

 Tim Metcalfe, Zach Cohen

 

For further information please see: http://www.versarien.com
(https://eur03.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.versarien.com%2F&data=05%7C01%7Ctwhitfield%40mclnews.com%7Ca6f36820d41746bbb8f008da42f2dd6a%7C7560185ee95f4d5a8cc0c244cb450a3e%7C0%7C0%7C637895909595351380%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=vp8yFEBNrElWqj0WOIqnwLTzPx3mbDopgjGylVz4v0c%3D&reserved=0)

 

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