Vision Media Group International | News
16 May 2008 Notice of General Meeting
Vision Media Group (International) plc (AIM:VMG), the outdoor media contractor, announces that the Group is to seek shareholder approval for a series of proposals at a General Meeting to be convened for 9:00 a.m. on Monday 2 June 2008 at the offices of Halliwells LLP, 1 Threadneedle Street, London EC2R 8AY.
The Company shares are now trading at a level significantly below current par value 10 pence. Despite the fact that the Company has historically managed to raise fresh equity at a significant premium to market prices on a number of occasions in recent months, the current share trading position is now proving to be a barrier to raising new capital in accordance with the Board's declared strategy announced to the market on 6 December, 2007.
It is the Board's view that a share capital reorganisation will assist the Company in the process of raising future capital.
The closing mid-market price of an existing Ordinary Share was 5.75 pence on 14 May, being the last dealing date prior to publication of this document. The Company's share price is therefore below the nominal value of an ordinary share of 10 pence. This could prohibit the Company from raising any further equity capital since, in order to comply with the Act, any further shares would have to be issued at a price at or above the nominal value. In order to assist the Company with its ongoing and future activities, the Board wishes to increase the current authorised share capital of the Company and have the ability to raise further equity finance. Accordingly, it is necessary to reduce the nominal value of the existing Ordinary Shares from the present level of 10 pence per share.
It is proposed that:
1. the authorised share capital of the Company be increased from £11,600,000 to £20,000,000;
2. each Deferred Share in issue or to be issued will be subdivided and reclassified into ten New Deferred Shares;
3. each issued Ordinary Share will be subdivided and reclassified into one New Ordinary Share of 1 pence and nine New Deferred Shares; and
4. each authorised but unissued Ordinary Share will be subdivided into ten New Ordinary Shares.
The rights attaching to the New Ordinary Shares will, save for the change in nominal value and the entitlement of Shareholders in respect of a return of capital or other distributions arising therefrom, be identical in all respects to those of the existing Ordinary Shares.
The New Deferred Shares created on the Share Capital Reorganisation becoming effective will have no voting or dividend rights and, on a return of capital, the right only to receive the amount paid up thereon after the holders of New Ordinary Shares have received the aggregate amount paid up thereon plus £100 per New Ordinary Share. They will in effect be valueless.
No share certificates will be issued in respect of the New Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to New Deferred Shares, nor will they be admitted to trading on AIM or any other investment exchange. It is the Board's intention, at the appropriate time, to make application to the High Court for the New Deferred Shares to be cancelled.
The effect of the Share Capital Reorganisation will mean that each New Ordinary Share held by Shareholders will have a nominal value of 1 pence each and the number of shares held by Shareholders shall remain the same. Consequently, the market price of a New Ordinary Share immediately after the completion of the Share Capital Reorganisation should be the same as the market price of an existing Ordinary Share immediately prior to the completion of the Share Capital Reorganisation.
Application will be made for Admission of the New Ordinary Shares and dealings will commence on 3 June 2008 and the record date for the capital reorganisation will be 2 June 2008.
Copies of the Circular have been posted to shareholders and are available from VMG's website in accordance with Rule 26 of the AIM Rules for Companies, www.visionmediagroupplc.com.
For further information:
| Vision Media Group (International) plc | ||
|
Tel: +44 (0) 203 206 0001 | |
| mikec@visionmediagroupplc.com | www.visionmediagroupplc.com | |
| Seymour Pierce Limited | ||
| Stuart Lane / John Depasquale, Corporate Finance | Tel: +44 (0) 20 7107 8000 | |
| stuartlane@seymourpierce.com | www.seymourpierce.com | |
| Media enquiries: | ||
| Abchurch | ||
| Henry Harrison-Topham / Gareth Mead | Tel: +44 (0) 20 7398 7710 | |
| gareth.mead@abchurch-group.com | www.abchurch-group.com |
The following information is an excerpt from the circular to Shareholders (the "Circular") posted today. Copies of the Circular are available at the offices of Seymour Pierce Limited (20 Old Bailey, London, EC4M 7EN) upon request. Copies of the Circular are also available from VMG's website in accordance with Rule 26 of the AIM Rules for Companies, www.visionmediagroupplc.com. Definitions used in the Circular apply in this announcement unless the context otherwise requires.