Proposed Share Reorganisation, Change of Name, GM
13 November 2019
21st Century Technology plc
("21st Century", "the Company" or "the Group")
Change of Name
Notice of General Meeting
21st Century Technology plc (AIM: C21), the specialist provider of integrated IoT systems and software to the passenger transport markets, is pleased to announce it will be publishing today a circular to shareholders to set out details of a proposed Share Reorganisation, Change of Name and Directors' authorities to allot New Ordinary Shares, approval to which will be sought at a General Meeting to be held on 2 December 2019.
All capitalised terms in this announcement are as defined in the Circular which in addition to the Notice of GM and other relevant documents, will be available on the Company's website, www.21stplc.com.
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 11 November 2019, the latest practical date prior to publication of the Circular, the market price of the Company's Ordinary Shares was below their nominal value and therefore at present the Company is restricted as to how it can use its shares.
At close of business on 11 November 2019, the latest practical date prior to publication of the Circular, the Company had 3,395 Shareholders of which 2,669 had shareholdings of less than 4,000 shares. These 2,669 Shareholders account for 78.6 per cent. of the Shareholders by number, but represent only 3.6 per cent. of the total number of Existing Ordinary Shares.
At the closing bid price of 3.5 pence on 11 November 2019, the latest practical date prior to the publication of this Circular, the market value of 4,000 shares was £140. The Directors consider that should a Shareholder with 4,000 shares or less choose to sell their shares, the proceeds may be significantly reduced by the dealing costs of selling. Therefore the Directors recognise that for small Shareholders it may be uneconomic for them to dispose of their shares. The Share Reorganisation will allow small Shareholders to realise value for their shares free of dealing costs.
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 6.5 pence per share to ensure that as part of the Share Reorganisation an exact whole number of New Consolidated Ordinary Shares will be issued. Then, the Ordinary Shares in issue at the Record Date will be consolidated into New Consolidated Ordinary Shares on the basis of one New Consolidated Ordinary Share for each 4,000 Ordinary Shares. Each New Consolidated Ordinary Share will then be sub-divided into 250 New Ordinary Shares and 3,750 New Deferred Shares.
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 £3 it will (in accordance with the Articles) not be distributed to such Shareholder but will be donated to charity by the Company.
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 £10,000,000 in respect of each ordinary share held by them respectively;
· 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 £1.
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 3 December 2019.
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 Companies House has issued a new certificate on the change of name. This is expected to occur on or around 2 December 2019, being the day of the GM. The tradeable instrument display mnemonic ("TIDM") of the Company is expected to change to "JNEO" effective from 7.00 a.m. on 3 December 2019.
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 WH Ireland Limited, 24 Martin Lane, London, EC4R 0DR at 10:30 a.m. on 2 December 2019 at which Resolutions will be proposed to implement the Share Reorganisation, Change of Name and Share authorities.
The Directors consider the Share Reorganisation, the Change of Name and the Share authorities to be in the best interests of the Company and its Shareholders as a whole. Therefore, the Directors of the Company have unanimously recommended that shareholders vote in favour of the Resolutions to be proposed at the GM as they intend to do in respect of their own beneficial holdings which, in aggregate amount to 3,007,346 Ordinary Shares representing approximately 3.2 per cent. of the Company's current issued ordinary share capital.
Expected timetable of principal events
Despatch of the Circular to Shareholders
13 November 2019
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Latest time and date for voting
10.30 a.m. on 28 November 2019
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10.30 a.m. on 2 December 2019
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Record Date for the Share Reorganisation
6 p.m. on 2 December 2019
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Admission and dealings in the New Ordinary Shares expected to commence on AIM
3 December 2019
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Expected date for CREST accounts to be credited for the New Ordinary Shares to be held in uncertified form
3 December 2019
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Despatch of definitive share certificates in respect of the New Ordinary Shares to be held in certificated form, if applicable
by 10 December 2019
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 Regulatory Information Service.
2. All of the above times refer to London time unless otherwise stated.
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:
21st Century Technology plc
Russ Singleton/ Nick Lowe
+44 (0) 844 871 7990
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WH Ireland - Nominated Adviser and Broker
Mike Coe/ Chris Savidge
+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 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 [email protected] or visit www.rns.com.
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