21st Century Tech - Proposed Share Reorganisation, Change of Name, GM
("21st Century", "the Company" or "the Group")
Notice of General Meeting
All capitalised terms in this announcement are as defined in the Circular which in addition to the Notice of
Background to and reasons for the Share Reorganisation
The Company's share price has been below the nominal value of its Existing Ordinary Shares for some time. Under the Act a company is prohibited from issuing new shares at a price less than the nominal value. As at
At close of business on
At the closing bid price of
Another benefit of the Share Reorganisation is it will allow the Company to reduce certain costs associated with maintaining a large shareholder register in particular printing, postage and registrars' costs.
For the reasons set out above, the Directors are proposing to reorganise the Company's share capital on the terms set out below.
Details of the Share Reorganisation
Under the Share Reorganisation, 245 new Ordinary Shares will be issued, subject to the passing of Resolutions 3 and 4, at a price of
Most Shareholders will not hold at the Record Date a number of Existing Ordinary Shares that is exactly divisible by the consolidation ratio. The result of the Consolidation, if approved, will be that such Shareholders will be left with a fractional entitlement to a resulting New Consolidated Ordinary Share. Any such fractions as a result of the Consolidation will be aggregated and, following the Sub-division, the Directors will in accordance with the Articles sell the aggregated shares in the market for the benefit of the relevant Shareholders.
The proceeds from the sale of the fractional entitlements shall be distributed pro rata amongst the relevant Shareholders save that where a Shareholder is entitled to an amount which is less than
The rights attaching to the New Ordinary Shares will be identical in all respects to those of the Existing Ordinary Shares.
In order to effect the Share Reorganisation, the Company proposes to amend its articles of association. The Deferred Shares created as a result of the Sub-division will have minimal rights, thereby rendering the Deferred Shares, effectively valueless. The rights attaching to the Deferred Shares can be summarised as follows:
· they will not entitle holders to receive any dividend or other distribution or to receive notice or speak or vote at general meetings of the Company;
· they will have no rights to participate in a return of assets on a winding up until the holders of the ordinary shares have received the amounts paid up or credited as paid up on such shares and the sum of
· they will not be freely transferable;
· the creation and issue of further shares will rank equally or in priority to the Deferred Shares;
· the passing of a resolution of the Company to cancel the Deferred Shares or to effect a reduction of capital shall not constitute a modification or abrogation of their rights; and
· the Company shall have the right at any time to purchase all of the Deferred Shares in issue for an aggregate consideration of
There are no immediate plans to purchase or to cancel the Deferred Shares, although the Directors propose to keep the situation under review.
A copy of the proposed amendments to the articles of association proposed to be adopted will be available for inspection at the General Meeting and will be made available free of charge on the Company's website at www.21stplc.com.
Existing share certificates will cease to be valid following the Share Reorganisation. New share certificates in respect of the New Ordinary Shares are expected to be issued by first class post at the risk of the Shareholder within five Business Days of Admission. No certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to the Deferred Shares. No application will be made for the Deferred Shares to be admitted to trading on AIM or any other investment exchange.
A CREST Shareholder will have their CREST account credited with their New Ordinary Shares following Admission, which is expected to be on
Change of name
To reflect the new direction and reinforce the new branding of the operating companies the Board is proposing to change the name of the Company. Therefore a resolution will be put to the General Meeting to change the Company's name to:
Under the Act and the Company's Articles, a change of name requires the passing of a special resolution of Shareholders at a general meeting.
If approved, the change of name will be effective once
Following the Share Reorganisation, the Directors wish to have authority to issue a limited proportion of the Company's issued ordinary share capital without having to seek shareholders' approval. Having such authorities will allow the Company to raise capital or issue shares for other reasons quickly and flexibly and without incurring the time and expense of convening a general meeting. The Directors believe that at the current time authorities in respect of 50 per cent. of the Company's issued ordinary share capital will provide the Company with a reasonable capacity to issue shares. Shareholder approval is being sought for these Share authorities at the General Meeting.
A notice, sent to shareholders today, convening a General Meeting of the Company to be held at the offices of
The Directors consider the Share Reorganisation, the Change of
Expected timetable of principal events
Despatch of the Circular to Shareholders
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Latest time and date for voting
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Record Date for the Share Reorganisation
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Admission and dealings in the New Ordinary Shares expected to commence on AIM
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Expected date for CREST accounts to be credited for the New Ordinary Shares to be held in uncertified form
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Despatch of definitive share certificates in respect of the New Ordinary Shares to be held in certificated form, if applicable
1. Each of the times and dates above are indicative only and if any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a
2. All of the above times refer to
3. Some of the events listed in the above timetable in relation to the Share Reorganisation are conditional on the passing at the General Meeting of the Resolutions.
For further information, please contact:
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+44 (0) 844 871 7990
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WH Ireland - Nominated Adviser and Broker
+44 (0) 117 945 3470
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+44 (0) 7785 922 354
Notes to editors:
'Connected Systems for Connected Journeys'
21st Century Technology is the specialist provider of integrated systems and software to the transport community, solving complex operational requirements 'on-board' vehicles and the associated 'in-street' information delivery infrastructure. Comprising a Fleet Systems division and a Passenger Systems division, 21st Century's innovative IoT solutions are 'connecting systems for connected journeys'.
Fleet Systems solutions include CCTV video surveillance to improve passenger & driver safety, vehicle & driver performance monitoring, real-time on-board IT subsystems management and automatic passenger counting.
Passenger Systems solutions include design, manufacture, installation and management of all the hardware and software for electronic passenger information systems, smart-ticketing and wayfinding.
With over 20 years' experience in the passenger transport industry, 21st Century specialises in creating innovative, cost-effective technology-led solutions to safely enhance the passenger travel experience whilst delivering real operational benefits to vehicle manufacturers, fleet operators, transport networks and local authorities.
Further information on the company is available on www.21stplc.com or search for 21st Century Technology on LinkedIn and @21stCenturyLtd on Twitter.
This information is provided by RNS, the news service of the
Quick facts: 21st Century Technology PLC
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