Recently we successfully completed our 1 for 10 share consolidation, which was approved at our AGM held in May 2010.
This means that the nominal value of our shares is now 10 pence and new share certificates have been issued to all shareholders holding shares in certificated form. Any share certificates which show shares with a nominal value of 150 pence, 25 pence or 1 pence can be destroyed.
Additionally and as we have confirmed previously, it has been our intention to cancel the 24 pence Deferred Shares, which were created as part of the 2009 Rights Issue.
The 24 pence Deferred Shares were created as part of sub-dividing the company’s previously issued ordinary shares of 25 pence into the one penny shares in connection with that Rights Issue. These Deferred Shares did not form part of the 10 for 1 share consolidation. These Deferred Shares (which had very limited rights, were not listed and were not freely transferable) were effectively worthless.
We had stated in our Rights Issue Prospectus that we would cancel these Deferred Shares and create an appropriate reserve in due course. This cancellation process has now completed.
Frequently asked questions
Q: You are also cancelling the 24p Deferred Shares. What are these?
A: The 24p Deferred Shares were created as part of subdividing the Company’s previously issued ordinary shares of 25 pence into the current one penny shares in connection with the rights issue. This sub-division was necessary to enable the rights issue shares (being new ordinary shares with a nominal value of 1p) to be offered and issued to shareholders at a price of 6 pence per share – shares cannot be issued at a discount to nominal value under English company law. These deferred shares (which have very limited rights, are not listed and are not freely transferable) are effectively worthless.
Q: What is the impact of cancelling the Deferred Shares – are you taking rights away from shareholders?
A: No. The deferred shares have very limited rights, are not listed and are not freely transferable, rendering them effectively worthless. We stated in our rights issue prospectus in 2009 that we would cancel them and create an appropriate reserve in due course. We are currently taking steps to do so in accordance with the rights attaching to the deferred shares and will make an announcement on our website when this cancellation has been completed.