Share Capital Reorganisation and Notice of AGM
05 March 2018
The Company announces that its Annual General Meeting ("AGM") will be held Third Floor, New Liverpool House, 15 Eldon Street, London, EC2M 7LD at 11.00 a.m. on 28 March 2018. A circular containing notice of the AGM has been posted to shareholders and will be available shortly on the Company's website at www.yoloplc.com.
Under the Companies Act 2006, a company is unable to issue shares at a subscription price which is less than the par value of shares of the same class. This means that, as the par value of the ordinary shares is currently 1 penny, the Company could not issue ordinary shares at a price of less than 1 penny per ordinary share. On 28 February 2018 (being the last practicable time prior to the publication of the circular) the mid-market closing price of the Company's existing ordinary shares of 1p each was 0.42 pence. Unless the market price of the Company's ordinary shares increases to at least 1 penny, it will not possible for the Company to raise new equity capital.
In addition, the Company's directors consider that it is in the best interests of the Company's long term development as a listed company to have a smaller number of shares in issue, so that the Company's ordinary shares are traded in amounts of at least 1 penny (rather than fractions of a penny).
Accordingly resolutions will be proposed at the AGM to seek approval for a share consolidation and subdivision which will result in YOLO shareholders receiving one new ordinary share of 0.01p each in YOLO ("New 0.01p Ordinary Share") in exchange for every ten existing ordinary shares of 1p each ("Existing Ordinary Shares"). Following completion of the share capital reorganisation, the total issued ordinary share capital of the Company will be 44,132,276 New 0.01p Ordinary Shares, each with voting rights.
Application will be made for the New 0.01p Ordinary Shares to be admitted to trading on AIM. Admission is expected to occur on or around 29 March 2018.
The Company's annual report and financial statements for the year ended 30 September 2017 were published and circulated to shareholders previously and are available of the Company's website.
Letter to Shareholders - 2 March 2018
Notice of 2018 Annual General Meeting
Form of Proxy for 2018 Annual General Meeting
For further information please contact:
|YOLO Leisure and Technology plc|
|Simon Lee Robinson||[email protected]|
|Cairn Financial Advisers LLP|
|Sandy Jamieson / Emma Earl||Tel: +44 20 7213 0880 7900|
|Peterhouse Corporate Finance Limited (Sole broker)|
|Duncan Vasey / Lucy Williams||Tel: + 44 20 7220 9797|
|Walbrook PR Ltd||Tel: +44 20 7933 8787
or [email protected]
|+44 7980 541 893
+44 7884 664 686
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following is the expected timetable of principal events in relation to the proposed share capital reorganisation.
|Latest time and date for receipt of forms of proxy for use at the annual general meeting||11.00 a.m. on 26 March 2018|
|Share capital reorganisation record date||Close of business on 26 March 2018|
|Annual general meeting||11.00 a.m. on 28 March 2018|
|Crediting of CREST accounts with the New 0.01p Ordinary Shares||8.00 a.m. on 29 March 2018|
|Definitive share certificates (where applicable) expected to be despatched||by no later than 31 March 2018|
|Number of Existing Ordinary Shares in issue||441,322,758|
|Share consolidation ratio||10:1|
|Number of New 0.01p Ordinary Shares in issue following the share capital reorganisation||44,132,276|
|Number of A Deferred Shares to be issued pursuant to the share capital reorganisation||44,132,276|
|SEDOL of the Existing Ordinary Shares||B6TG6Y6|
|SEDOL of the New 0.01p Ordinary Shares||BFX2VL5|
|ISIN for the New 0.01p Ordinary Shares||GB00BFX2VL54|