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Change of Name
2007-08-17 12:59:00
samedaybooks.co.uk plc (“the Company”)
Proposed increase in authorised share capital and related authorities, change of name,
consolidation of ordinary shares, cancellation of ordinary non-voting shares and change of address of registered office
The Company has today posted a circular to Shareholders containing proposals to increase the authorised share capital of the Company and related authorities, change the name of the Company, consolidate the ordinary shares of the Company and cancel the ordinary non-voting shares of the Company. This follows the acquisition of a significant shareholding in the Company and the recent subscription of new shares for cash by Mr Charles Denton and the policies outlined at the Annual General Meeting and which are further explained below in order to allow the Board to work towards the fulfilment of its new strategy.
Change of name
In the process of preparing and implementing the new business strategy, the Board has come to the conclusion that the Company needs to have a name which is more representative of the business intentions of the Company.
The new strategy the Board is intending to pursue does not focus exclusively on the book trade and the current name of the Company is therefore no longer appropriate. It is therefore proposed that the Company’s name be changed to ArgentVive plc.
Increase in authorised share capital, section 80 authority and section 95 authority
As communicated to shareholders recently at the Annual General Meeting, it is the intention of the Company to acquire and develop internet based businesses. To enable the Company to execute an acquisition strategy the Board is seeking authority from Shareholders to provide it with the ability to offer consideration in the form of ordinary shares in the Company, as well as cash. It is proposed therefore that the authorised share capital of the Company be increased by £2,500,000 by the creation of 250,000,000 Existing Ordinary Shares.
It is further proposed that the Directors be authorised to issue shares, including as consideration for acquisitions, by way of the issue of up to £1,155,000, being 115,500,000 Existing Ordinary Shares, representing approximately 34.4 per cent. of the enlarged issued share capital.
The Board is also seeking additional flexibility to raise further cash for acquisitions or to provide additional working capital through the issue of Ordinary Shares on a non-pre emptive basis in accordance with section 95 of the Act. The Board is seeking authorisation to issue up to a further £600,000 (60,000,000 Existing Ordinary Shares or 6,000,000 New Ordinary Shares) which represents approximately 21.4 per cent. of the enlarged issued share capital. In particular the Company announced on 6 August 2007 that it had entered into heads of terms to acquire AuctionAssist Limited. It was also announced on 23 July 2007 that the Company had agreed terms to acquire certain assets of The Country Bookstore Limited (Countrybookshop) for a consideration of £500,000. The terms of these acquisitions have yet to be finalised and the transactions may not be completed. However, the Board anticipates that both acquisitions will be completed in which event the Board anticipates that, if required, the section 95 authority will be sufficient to enable the Company to raise funds to finance the cash element of the transactions.
Details of the proposed Capital Reorganisation and cancellation of the Ordinary Non-Voting Shares
The Directors are proposing to consolidate the Existing Ordinary Shares on the basis of 1 New Ordinary
Share for every 10 Existing Ordinary Shares held with effect from the Record Date.
Other than the change in the nominal value, the New Ordinary Shares created on completion of the Capital Reorganisation will have the same rights as the Existing Ordinary Shares as set out in the Company’s Articles of Association, including, without limitation, the same voting, dividend and other rights.
A consequence of the terms of the Capital Reorganisation is that holders of fewer than 10 Existing Ordinary Shares will not be entitled to receive a New Ordinary Share. In addition, holders of Existing Ordinary Shares will not be entitled to receive any New Ordinary Shares in respect of their fractional entitlements. Further information about the treatment of fractional entitlements is set out below.
Following the Capital Reorganisation and proposed increase in authorised share capital, the Company’s authorised ordinary share capital will be £6,317,330
divided into 50,000,000 New Ordinary Shares and 14,637,000 Ordinary Non-Voting Shares and, assuming no further shares in the capital of Company are issued between the date of the Circular and the Capital Reorganisation becoming effective, the issued share capital will be £3,517,330 divided into 22,000,000 New Ordinary Shares and 14,637,000 Ordinary Non-Voting Shares. It is also proposed to amend the Company’s Articles of Association to update the details of the authorised share capital.
The Company has now commenced the process for cancelling the Ordinary Non-Voting Shares. All the
Ordinary Non-Voting Shares have been transferred jointly to Andrew Wells and Martin Hearn. As indicated in the Offer Document, the cancellation will be by way of a court approved reduction of capital. Before the court can grant the required approval, it is necessary for Shareholders formally to approve the cancellation of these shares. As stated in the Offer Document, the rights attached to the Ordinary Non-Voting Shares provide for the transfer and cancellation of such shares for no consideration.
Fractional Entitlements
Any Shareholder holding more than 10 Existing Ordinary Shares on the Record Date, but who has a holding which is not exactly divisible by 10, will be entitled to one New Ordinary Share for each 10 Existing Ordinary Shares.
Where, as a result of the Capital Reorganisation, any Shareholder is entitled to a fraction of a New Ordinary Share, all such fractions will be aggregated by the Company so as to form whole New Ordinary Shares which will then be sold in the market for the benefit of the Company.
The maximum number of Existing Ordinary Shares held by a Shareholder which are not able to form a complete New Ordinary Share is 9; these have a current aggregate market value of approximately 43.875p as at 16 August 2007 (being the latest practicable date prior to this announcement). For economic reasons, the Directors have decided, in the exercise of their discretion under the Company’s Articles of Association, that the proceeds of the sale of fractional entitlements should be retained by the Company for its own benefit.
Admission to AIM
Application is to be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on 11 September 2007.
Effect of the proposed Capital Reorganisation on the Share Option Schemes
Following the Capital Reorganisation each option over 10 Existing Ordinary Shares held under the Share
Option Scheme will be adjusted into an option over 1 New Ordinary Share and the exercise price will also be adjusted accordingly with approval being obtained from HM Revenue & Customs to the extent required.
Extraordinary General Meeting
The proposals set out above require shareholder approval which will be sought at an extraordinary general meeting of the Company to be held at its Head Office at 95-99 Guildford Street, Chertsey, Surrey KT16 9AS at 11.00 a.m. on 10 September 2007.
Registered Office
Following the move outlined at the AGM, the Company’s registered office is now 95 – 99 Guildford Street, Chertsey, Surrey KT16 9AS.
Enquiries:
samedaybooks.co.uk plc
Andrew Wells
Tel: 01932 460 101
Charles Stanley Securities
Nominated Adviser and Joint Broker
Russell Cook
Carl Holmes
Tel: 020 7149 6000
IAF Securities
Financial Adviser and Joint Broker
Gary Pinkerton
Tel: 020 7747 7400
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2007
Latest time and date for receipt of forms of proxy
11.00 a.m. on 8 September
Extraordinary General Meeting
11.00 a.m. on 10 September
Expected date of change of name
10 September
Record Date
5.30 p.m. on 10 September
Expected date on which New Ordinary Shares will be admitted to trading on AIM
8.00 a.m. on 11 September
Expected date on which CREST accounts are to be credited with New Ordinary Shares
11 September
Expected date by which definitive new share certificates are to be despatched
by 25 September
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:
“Act”
the Companies Act 1985, as amended
“Admission”
admission to trading on AIM of all of the issued New Ordinary Shares and such admission becoming effective in accordance with the AIM Rules
“AIM”
the AIM market of the London Stock Exchange
“AIM Rules”
the rules for AIM companies and their nominated advisers, as issued by the London Stock Exchange, as amended from time to time
“Capital Reorganisation”
the proposed share consolidation
“Charles Stanley”
Charles Stanley Securities, Nominated Adviser and Joint Broker to samedaybooks and a trading division of Charles Stanley & Co. Limited, regulated by the Financial Services Authority
“Circular”
the document dated 17 August 2007 and sent to Shareholders
“Company” or “samedaybooks”
samedaybooks.co.uk plc
“CREST”
the relevant system (as defined in the CREST Regulations) for the paperless settlement of share transfers and the holding of shares in uncertificated form in respect of which CRESTCO is the Operator (as defined in the CREST Regulations)
“CRESTCO”
CRESTCo Limited
“CREST Regulations”
the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
“Directors” or “Board”
the directors of the Company as at the date of this announcement
“EGM” or “Extraordinary General Meeting”
the extraordinary general meeting of the Company
“EGM Notice”
the notice of the EGM as set out at the end of the Circular
“Existing Ordinary Shares”
the ordinary shares of 1p each in the capital of the Company
“Form of Proxy”
the form of proxy for use at the EGM
“FSA”
the Financial Services Authority
“Head Office”
the registered office of the Company at 95-99 Guildford Street, Chertsey, Surrey, KT16 9AS
“London Stock Exchange”
London Stock Exchange plc
“New Ordinary Shares”
the ordinary shares of 10p each in the capital of the Company
“Offer Document”
the offer document dated 1 May 2007 sent to holders of Ordinary
Shares
“Ordinary Non-Voting Shares”
ordinary non-voting shares of 9p each in the capital of the Company
“Ordinary Shares”
ordinary shares in the capital of the Company having a nominal value of 1p in the capital of the Company prior to the passing of the relevant resolution and following the passing of such resolution having a nominal value of 10p
“Record Date”
5.30 p.m. on 10 September 2007, being the record date for the Capital Reorganisation
“Resolutions”
the resolutions to approve the proposals described in the Circular and set out in the EGM Notice
“Shareholders”
holders of Ordinary Shares
“uncertificated” or “in uncertificated form”
the descriptions of a share or other security which is held in uncertified form in CREST and title to which by virtue of the CREST Regulations may be transferred by means of CREST
END