TIDMMPAY
RNS Number : 8657X
Mi-Pay Group PLC
23 December 2019
23 December 2019
Mi-Pay Group plc
("Mi-Pay", the "Company" or, together with its subsidiaries, the
"Group")
Notice of General Meetings
Posting of Circular
Further to the announcement on 18 December 2019, Mi-Pay (AIM:
MPAY) announces that will shortly be posting to its Shareholders a
circular (the "Circular") in connection with the proposed disposal
of Mi-Pay Limited to Alphacomm B.V. (the "Disposal"), the proposal
to cancel the admission of its ordinary shares to trading on AIM
(the "Cancellation") and the intended return of capital to
shareholders the Company via a members' voluntary liquidation
("Liquidation").
The Circular contains notices convening two general meetings of
the Company. The First General Meeting, to be held at 10.30 a.m. on
27 January 2020, at the offices of Allenby Capital Limited at 5 St
Helen's Place, London EC3A 6AB, is to consider resolutions in
relation to the Disposal and the Cancellation. If the resolutions
in relation to the Disposal and Cancellation are passed, it is
currently expected that completion of the Disposal will occur on 27
January 2020, and that trading in the Ordinary Shares on AIM will
cease at the close of business on 3 February 2020, with
Cancellation expected to take effect at 7.00 a.m. on 4 February
2020.
The Second General Meeting, to be held at 10.00 a.m. on 4
February 2020 at the offices of Allenby Capital Limited at 5 St
Helen's Place, London EC3A 6AB, is to consider resolutions in
relation to the Liquidation. The Liquidation is conditional on
passing of the resolutions at the First General Meeting, and
shareholder approval at the Second General Meeting. Should the
resolutions not be passed at the First General Meeting, the Second
General Meeting will be adjourned indefinitely.
Extracts from the Circular, which set out the reasons for
seeking shareholder approval of the Disposal, Cancellation and
Liquidation, are set out below and a copy of the Circular will
shortly be available on the Company's website, www.mi-pay.com.
Defined terms in this announcement and the extracts of the
Circular are contained at the end of the announcement, unless
otherwise defined herein.
For further information, please contact:
Mi-Pay Group plc Allenby Capital Limited
Tel: +44 207 112 2129 Tel: +44 203 328 5656
Michael Dickerson, Chairman James Reeve
John Beale, CEO Asha Chotai
EXTRACTS FROM THE CIRCULAR
The following has been extracted without amendment from, and
should be read in conjunction with, the Circular to Shareholders
dated 23 December 2019.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
(All times in this Document are to London time unless otherwise
stated)
Publication and posting of this Document 23 December 2019
to shareholders
Latest time and date for receipt of 10.30 a.m. on 25 January
yellow Forms of Proxy in respect of 2020
the First General Meeting
First General Meeting 10.30 a.m. on 27 January
2020
Expected date of Completion of the Disposal 27 January 2020
Record date in respect of the Second close of business on 31
General Meeting January 2020
Latest time and date for receipt of 10.00 a.m. on 2 February
blue Forms of Proxy in respect of the 2020
Second General Meeting
Expected last day for dealings in Ordinary 3 February 2020
Shares on AIM
Expected time and date of Cancellation 7.00 a.m. on 4 February
2020
Second General Meeting and appointment 10.00 a.m. on 4 February
of Proposed Liquidators 2020
Target for Distribution of cash surplus between May 2020 and November
to Shareholders* 2020
Target for Notice of Dissolution* between August 2020 and
February 2021
Each of the times and dates above is subject to change. Dates
set after the First General Meeting assume that the First General
Meeting is not adjourned and that the Resolutions are passed. Dates
after the Second General Meeting assume that the Second General
Meeting is not adjourned and that the Resolutions are passed. If
any of the above times and/or dates change, any such change will be
notified to Shareholders by an announcement via a Regulatory
Information Service.
*Dependent on receipt of formal tax clearance from HM Revenue
& Customs and settlement of all liabilities.
LETTER FROM THE INDEPENT DIRECTORS OF MI-PAY GROUP PLC
1. Introduction
As announced by the Company on 18 December 2019, the Independent
Directors have concluded that it is in the best interests of the
Company and its Shareholders to: (i) dispose of its operating
subsidiary, Mi-Pay Limited for total cash proceeds of GBP1.1
million; (ii) cancel the admission of the Ordinary Shares from
trading on AIM; and (iii) effect a members' voluntary liquidation
of the Company.
The purpose of this Circular is to provide you with the
background to the Proposals and to explain why the Directors
consider the Proposals are in the best interests of the Company and
its Shareholders as a whole.
The Disposal and Cancellation are conditional on Shareholder
approval at a general meeting of the Company. A notice convening
the First General Meeting, to be held at 10:30 a.m. on 27 January
2020, at the offices of Allenby Capital Limited, 5 St. Helen's
Place, London EC3A 6AB to consider the Disposal Resolution and
Cancellation Resolution, is set out in Part II of this Circular.
The Liquidation will be conditional on passing of the Resolutions
at the First General Meeting, and Shareholder approval at the
Second General Meeting. A notice convening the Second General
Meeting, to be held at 10:00 a.m. on 4 February 2020, at the
offices of Allenby Capital Limited, 5 St. Helen's Place, London
EC3A 6AB to consider the Liquidation Resolutions as set out in Part
III of this Circular. Should the Resolutions at the First General
Meeting not be passed, the Company will indefinitely adjourn the
Second General Meeting and the Company will not seek Shareholder
approval for the Liquidation on the terms set out in this
Circular.
If the Disposal Resolution is passed, it is currently expected
that Completion of the Disposal will occur on 27 January 2020.
Under the AIM Rules, the Cancellation requires the expiration of
a period of not less than 20 clear Business Days from the date on
which notice of the intended Cancellation is notified via a
Regulatory Information Service and is given to the London Stock
Exchange. Pursuant to Rule 41 of the AIM Rules, the Directors have
notified the London Stock Exchange of the date of the proposed
Cancellation. Subject to the passing of the Cancellation
Resolution, Cancellation will occur no earlier than five clear
Business Days after the First General Meeting and it is therefore
expected that trading in the Ordinary Shares on AIM will cease at
the close of business on 3 February 2020, with Cancellation
expected to take effect at 7.00 a.m. on 4 February 2020.
If the Liquidation Resolutions are passed, the Company will
immediately enter into Liquidation and the Proposed Liquidators
will be appointed as joint liquidators of the Company. For the
reasons outlined in paragraph 9 of this Part I of this Document,
the Directors cannot be certain at this stage when the Liquidation
would be expected to come to a close. It is estimated that it will
take between three to nine months to complete the Liquidation,
distribute the cash surplus to Shareholders and dissolve the
Company, however it should be noted that this is dependent on
receipt of formal tax clearance from HM Revenue & Customs and
settlement of all liabilities. The Proposed Liquidators will be
obliged to send a progress report to the Registrar of Companies and
to all Shareholders, covering each twelve month period from the
commencement of the Liquidation, should the Liquidation exceed
twelve months.
2. Information on the Company and background to and reasons for the Proposals
The Company's Ordinary Shares were admitted to trading on AIM on
29 April 2014. The Company's operations are focussed on the
provision of digital transformation, mobile payment and payment
fraud management services to Tier 1 Mobile Network Operators,
Mobile Virtual Network Operators and digital content providers.
On 22 November 2019, the Company announced that it was yet to
receive a research and development tax credit of approximately
GBP0.3 million from HMRC. The Company further announced that it was
in discussions with existing and new investors regarding a
potential equity fundraise, in order to provide the Company with
working capital should the receipt of the R&D tax credit be
materially delayed beyond Q1 2020, reduced or not received at all.
Following the completion of these discussions, it has not been
possible to conclude a fundraise with existing shareholders or
other parties on terms which are deemed to be acceptable by the
Board.
In recent years, the Company has demonstrated an ability to
deliver solutions efficiently and drive improved margins from its
revenues, seeing continual natural growth within its existing
clients. It successfully renewed and extended two major client
contracts in early 2019, representing 43 per cent. of the Company's
2018 revenue, and delivered growth and increasing profitability
from its direct managed fraud service. However, in September 2019,
one of the Company's larger clients, contributing 13 per cent. of
the Company's revenue in 2018, consolidated their payment
transactions to another existing provider as they downsized their
own operation. Additionally, the Company has suffered from the
uncertainties in the market due to the delayed implementation of
the new Payment Services Directive (PSD2) and economic
uncertainties, resulting in slower growth than anticipated, as
announced by the Company in August 2019.
Whilst the Company has taken mitigating actions on costs, the
risk associated with the R&D tax credit has compounded the
impact of the above factors. Further, the Board believes that the
fraud screening services provided to Alphacomm, which are expected
to deliver approximately GBP0.4 million of revenue in 2019, may be
withdrawn should the Company not proceed with the Disposal.
Over recent years, the Board has actively considered M&A
opportunities for the Company, none of which have come to fruition.
These have included the potential sale of the business, as well as
seeking appropriate acquisition opportunities to accelerate growth.
This has included previous discussions with Alphacomm.
Given the M&A and fundraising options explored by the Board
to date, and the potential instability of the business should the
Disposal not proceed, it is therefore the view of Seamus Keating
and Edward Lascelles who, for the reasons set out below are deemed
to be the independent directors of the Company in respect of the
Disposal, that the best option to maximise Shareholder value is to
complete the Disposal. Additionally, the commercial synergies with
Alphacomm and reduced costs that come from operating as a private
company, will give Mi-Pay Limited a stronger and wider geographical
growth platform to support its employees, clients and
solutions.
For the year ended 31 December 2018, Mi-Pay Limited recorded an
audited loss before tax of GBP538,486 on revenues of GBP3,337,025.
The audited total assets of Mi-Pay Limited as at 31 December 2018
were GBP5,022,336, with net assets being GBP375,653. For the year
ended 31 December 2018, the Group recorded an audited loss before
tax of GBP221,214 on revenues of GBP3,337,025. In the six months
ended 30 June 2019, the Group reported an unaudited loss before tax
of GBP98,098 on revenues of GBP1,678,314. The unaudited total
assets of the Company as at 30 June 2019 were GBP5,520,250 with net
assets being GBP223,095.
Subject to passing the Disposal Resolution and following the
completion of the Disposal, the Company will no longer have any
trading operations and the Board has determined that it would be in
the best interest of Shareholders to return the net cash resources
of the Company resulting from the Disposal to Shareholders. To
facilitate any such distribution of cash to Shareholders, the
Directors propose to seek cancellation of the Ordinary Shares from
trading on AIM.
Following Cancellation, the Company will seek Shareholder
approval to wind up the Company voluntarily by way of the Voluntary
Liquidation and to appoint the Proposed Liquidators. These
resolutions will be put to Shareholders at the Second General
Meeting.
On the basis of the following assumptions:
-- the total proceeds payable by Alphacomm to the Company upon
completion of the Disposal will amount to GBP1,100,000;
-- the liabilities of the Company remain at approximately GBP260,000; and
-- transaction costs and the expected running costs of the
Company in the period prior to completion of the Liquidation amount
to not more than GBP140,000 in aggregate,
the Company is expected to have sufficient cash resources to
make total distributions to Shareholders of approximately
GBP700,000 in aggregate, equivalent to approximately 1.5 pence per
Ordinary Share.
The estimated level of total distributions and timing of
distributions is provided for guidance purposes only. It is
emphasised that the ability of the Company to make the estimated
level of distributions and the timing of such return is not
currently known with certainty, and will be subject to factors
outside of the Board's control, which may include but are not
limited to:
-- Shareholders voting in favour of the Resolutions at the forthcoming General Meetings;
-- the amount of any taxation liability resulting from the Disposal or otherwise; and
-- any differences between actual costs and the estimated
running expenses of the Company and transaction costs until the
final distribution to Shareholders.
3. Information on the Purchaser
Alphacomm is an online operating service provider for the sale
of vouchers for recharging mobile phones and other digital content
sales. In addition, Alphacomm provides specialist payment solutions
for the telco and digital goods sectors with key relationships in
Holland, Belgium, Germany and North America. Following a successful
trial period, on 17 December 2018, the Company entered into a
contract with Alphacomm pursuant to which the Company has provided
fraud management services to Alphacomm. These services are expected
to amount to approximately GBP0.4 million of revenue for the
Company in 2019. Alphacomm is controlled by Huub Sparnaay. Mr
Sparnaay has significant experience of mobile payment solutions and
digital content sales, both in the business to business market
directly via mobile operators but also direct business to consumer
sales, primarily in Holland, Belgium and Germany via the primary
medium of the mobile application.
4. Terms of the Disposal
The Company and Alphacomm have on 18 December 2019 entered into
a conditional sale and purchase agreement for the sale of the
entire share capital of Mi-Pay Limited to Alphacomm for cash
consideration of GBP791,818 payable on completion of the Disposal
together with an undertaking from Alphacomm to fund Mi-Pay Limited
to enable it to discharge inter-company loans owing by Mi-Pay
Limited to the Company of GBP308,182 upon completion of the
Disposal, such amounts totalling GBP1.1 million. The SPA does not
contain any post-completion price adjustment mechanism.
The SPA is conditional upon the passing of the Disposal
Resolution. It is currently anticipated that, subject to passing
the Disposal Resolution at the First General Meeting, the Disposal
will complete on 27 January 2020. Should the Disposal not complete
by 17 February 2020, the SPA will terminate unless a further
longstop date can be agreed between the parties. Pursuant to the
terms of the SPA, the Company is not required to give any
warranties or indemnities in respect of any trading or financial
matters of Mi-Pay Limited, either upon entering into the SPA or
completion of the Disposal.
5. Related party transaction
The Purchaser, Alphacomm, is 100 per cent. owned by Mr Huub
Sparnaay, a non-executive Director of the Company. Since the
Purchaser is controlled by a director of the Company, the Disposal
constitutes a related party transaction for the purposes of AIM
Rule 13. Huub Sparnaay has not taken any part in any Board
assessment of the Disposal.
Alphacomm has indicated that it may seek the continued services
of John Beale and Michael Dickerson to continue to run the business
of Mi-Pay Limited following completion of the Disposal, however no
discussions have taken place to date in this regard. In light of
this indication, John Beale and Michael Dickerson are not
considered to be independent directors for the purposes of the
Disposal and have not taken any part in any Board assessment of the
Disposal.
The Independent Directors, having consulted with the Company's
Nominated Adviser, Allenby Capital Limited, consider that the terms
of the Disposal are fair and reasonable insofar as the Company's
Shareholders are concerned.
6. Use of proceeds
The proceeds of the Disposal will be used to cover the costs of
the Disposal and costs of the Company until the Liquidation,
expected to total approximately GBP140,000, and to satisfy the
existing liabilities within the Company of approximately
GBP260,000. These amounts include accrued and unpaid salaries for
current and former directors of the Company totalling approximately
GBP136,000. Conditional on Shareholder approval of the Liquidation
Resolutions at the Second General Meeting, the Company intends to
appoint the Proposed Liquidators in order to complete the
Liquidation and distribute the net cash of the Company to
Shareholders. Before a distribution can be made to the
Shareholders, the Proposed Liquidators must be satisfied that
either all liabilities of the Company have been settled or that
sufficient cash has been retained to discharge or provide for all
actual and contingent liabilities. Cash can be released to the
Shareholders as and when the Proposed Liquidators determine that
all actual and contingent liabilities have been paid, provided for
or discharged and there is surplus cash available for distribution.
This process can take time, particularly if there are liabilities
such as taxation to be agreed or other contingent liabilities that
are initially difficult to quantify or agree. Further details on
the Liquidation are set out in paragraph 9 below.
7. Principal effects of the Disposal and Cancellation
Mi-Pay Limited comprises the Company's sole operating subsidiary
and, accordingly, the Disposal constitutes a disposal resulting in
a fundamental change of business of the Company in accordance with
Rule 15 of the AIM Rules. On completion of the Disposal, the
Company would cease to own, control or conduct all or substantially
all of its existing trading business, activities or assets.
In accordance with the AIM Rules, completion of the Disposal is
conditional on the Shareholders passing the Disposal Resolution, to
be proposed at the First General Meeting.
The Company will also seek Shareholder approval of the
Cancellation Resolution at the First General Meeting, conditional
upon the Disposal Resolution having been passed.
Conditional on the passing of the Disposal Resolution and the
Cancellation Resolution, the Company will seek Shareholder approval
of the Liquidation Resolutions at the Second General Meeting.
Immediately on the passing of the Liquidation Resolutions, the
Company will enter into Voluntary Liquidation.
If Shareholders do not pass the Disposal Resolution, the Company
will continue to operate its business. The Directors believe that
there are limited opportunities to reduce the Company's cost base
further without raising new equity investment. The Directors also
consider that the Company may lose Alphacomm's fraud service.
Combined with continued uncertainty on receipt of the R&D tax
claim, the Company would need to raise additional funds from
investors. The Company has to date been unable to conclude such an
equity raise on terms which would create more value for
Shareholders than the proposed Disposal. If this investment were
not raised, the most likely outcome is that the Company would
eventually be placed into an insolvent liquidation process out of
which Shareholders will see a lower (or possibly no) return on
their investment compared with the potential proceeds from the
Disposal which would be distributed via the Liquidation.
If only the Disposal Resolution is approved by Shareholders,
following completion of the Disposal, the Company would become an
AIM Rule 15 cash shell and as such will be required to make an
acquisition or acquisitions which constitute a reverse takeover
under AIM Rule 14 on or before the date falling six months from
completion of the Disposal or be re-admitted to trading on AIM as
an investing company under the AIM Rules (which requires the
raising of at least GBP6 million) failing which, the Company's
Ordinary Shares would then be suspended from trading on AIM
pursuant to AIM Rule 40. Admission to trading on AIM would be
cancelled six months from the date of suspension should the
suspension not have been lifted. As a cash shell, the Company would
have no operating cash flow and would be dependent on the net
proceeds of the Disposal for its working capital requirements. As
such, the Board consider the Cancellation and Liquidation to be in
the best interests of Shareholders as a whole.
If only the Disposal Resolution and Cancellation Resolution are
approved by Shareholders, and the Liquidation Resolutions are not
passed at the Second General Meeting, following Cancellation, there
will be no formal market mechanism enabling Shareholders to trade
their Ordinary Shares on AIM or any other recognised market or
trading facility, which is likely to affect the liquidity and
marketability of the Ordinary Shares. Shareholders will no longer
be afforded the protections given by the AIM Rules, such as the
requirement to be notified of certain events and the requirement
that the Company seek shareholder approval for certain corporate
actions, where applicable, including substantial transactions,
financing transactions, reverse takeovers, related party
transactions and fundamental changes in the Company's business,
including certain acquisitions and disposals. The Company will
cease to have an independent nominated adviser and broker. In
addition, the Cancellation may have personal tax consequences for
Shareholders, who if they are in any doubt, should consult their
professional independent tax adviser.
The above considerations are not exhaustive, and Shareholders
should seek their own independent advice when assessing the likely
impact of the Disposal and Cancellation on them.
As such, the Board believe it is in the best interest of the
Company and its Shareholders to proceed with a Voluntary
Liquidation of the Company, and therefore enclose a notice
convening the Second General Meeting, seeking Shareholder approval
of the Liquidation Resolutions at Part III of this Document.
The Board intends to continue to maintain the Company's website
until the Liquidation has been completed. Shareholders should be
aware that, following the Cancellation, there will be no obligation
on the Company to include the information required under AIM Rule
26 or to update the website as required by the AIM Rules.
8. Cancellation process
The Cancellation is conditional on the approval of not less than
75 per cent. of votes cast by Shareholders (in person or by proxy)
at the First General Meeting. The Cancellation Resolution in the
notice convening the First General Meeting, which is set out in
Part II of this Document, proposes that admission of the Ordinary
Shares to trading on AIM be cancelled.
Under the AIM Rules, Cancellation requires the expiration of a
period of not less than 20 clear Business Days from the date on
which notice of the intended Cancellation is given to the London
Stock Exchange. The Company has notified the London Stock Exchange
of the proposed Cancellation. Subject to the passing of the
Cancellation Resolution, Cancellation will occur no earlier than
five clear Business Days after the First General Meeting and it is
expected that trading in the Ordinary Shares on AIM will cease at
the close of business on 3 February 2020, with Cancellation
expected to take effect at 7:00 a.m. on 4 February 2020.
Shareholders should be aware that if the Cancellation is
approved by Shareholders and takes effect, they will, as from that
time, cease to hold shares in a company whose shares are admitted
to trading on AIM. Following the Cancellation, there will be
limited opportunities for Shareholders to realise their investment
in the Company other than pursuant to the proposed Liquidation.
9. Voluntary Liquidation of the Company
Prior to the Liquidation and appointment of the Proposed
Liquidators as the joint liquidators of the Company:
-- the Disposal Resolution and the Cancellation Resolution must be passed;
-- a majority of the board of Directors must, at a meeting of
the Board, make a statutory declaration to the effect that they
have made a full enquiry into the Company's affairs and that,
having done so, they have formed the opinion that the Company will
be able to pay its debts in full, together with interest, within a
period not exceeding 12 months from the commencement of the
Liquidation; and
-- the Liquidation Resolutions must be approved by the
Shareholders at the Second General Meeting.
Following their appointment as joint liquidators, the Proposed
Liquidators must comply with their statutory duties to take custody
of all of the Company's assets, invite creditors to submit
particulars of debt and consider and settle each liability of the
Company. Once the joint liquidators are satisfied that all actual
and contingent liabilities have been paid, the surplus will be
distributed to the Shareholders.
As soon as the Company's affairs have been fully wound up, the
joint liquidators shall prepare a final account for the
Shareholders setting out how the winding-up has been conducted and
how the Company's assets have been distributed. A copy of the
proposed final account must be sent to the Shareholders, giving a
minimum of eight weeks' notice of the date upon which the joint
liquidators intend to deliver the final account to the Registrar of
Companies. Once finalised, the final account will be sent to the
Shareholders and to the Registrar of Companies within 14 days of
the date to which the final account is made up. The Company will be
dissolved after the expiry of three months from the filing of the
final account with the Registrar of Companies.
10. General Meetings
The notice convening the First General Meeting to be held at the
offices of Allenby Capital Limited, 5 St. Helen's Place, London
EC3A 6AB, at 10:30 a.m. on 27 January 2020, at which the Disposal
Resolution and Cancellation Resolution will be proposed, is set out
in Part II of this Circular. A summary of the Disposal Resolution
and Cancellation Resolution is set out below.
Ordinary resolution:
Resolution 1, which seeks to approve the sale by the Company to
Alphacomm of Mi-Pay Limited in accordance with the SPA.
Special resolution:
Resolution 2, which seeks to approve the cancellation of
admission of the Company's ordinary shares to trading on AIM.
The notice convening the Second General Meeting to be held at
the offices of Allenby Capital Limited, 5 St. Helen's Place, London
EC3A 6AB, at 10:00 a.m. on 4 February 2020, at which the
Liquidation Resolutions will be proposed is set out in Part III of
this Circular. A summary of the Liquidation Resolutions are set out
below.
Special resolutions:
Resolution 1, which seeks to wind up the Company
voluntarily.
Resolution 2, which seeks to authorise the Proposed Liquidators
(once they have been appointed as joint liquidators of the Company)
to divide and distribute the Company's assets amongst the
Shareholders.
Ordinary resolutions:
Resolution 3, which seeks to approve the appointment to the
Company of the Proposed Liquidators as joint liquidators.
Resolution 4, which seeks to approve the remuneration of the
Proposed Liquidators (once they have been appointed as joint
liquidators of the Company) and authorise the Proposed Liquidators
to draw such sums on account when funds permit.
Resolution 5, which seeks to approve the rate at which any
disbursements incurred by the Proposed Liquidators (once they have
been appointed as joint liquidators of the Company) will be
recoverable.
Resolution 6, which seeks to authorise the Proposed Liquidators
(once they have been appointed as joint liquidators of the Company)
to hold the books and records of the Company, and for such books
and records not to be destroyed for a two year period.
11. Action to be taken
You will find enclosed with this Document a yellow Form of Proxy
for use in connection with the First General Meeting or at any
adjournment thereof.
You will also find enclosed with this Document a blue Form of
Proxy for use in connection with the Second General Meeting or at
any adjournment thereof.
Whether or not you propose to attend the First General Meeting
or Second General Meeting in person, you are strongly encouraged to
complete, sign and return both Forms of Proxy in accordance with
the instructions printed thereon as soon as possible, but in any
event so as to be received, by post or, during normal business
hours only, by hand, at Link Asset Services, The Registry, 34
Beckenham Road, Beckenham Kent, BR3 4TU. The yellow Form of Proxy
should be received not later than 10.30 a.m. on 25 January 2020
(or, in the case of an adjournment of the First General Meeting, no
later than 48 hours before the time of the adjourned meeting). The
blue Form of Proxy should be received not later than 10.00 a.m. on
02 February 2020 (or, in the case of an adjournment of the Second
General Meeting, no later 48 hours before the time of the adjourned
meeting).
Appointing a proxy in accordance with the instructions set out
above will enable your vote to be counted at the First General
Meeting and the Second General Meeting in the event of your
absence. The completion and return of either Form of Proxy will not
prevent you from attending and voting at the First General Meeting
or Second General Meeting, or any adjournment thereof, in person
should you wish to do so. Your attention is drawn to the notes to
the Forms of Proxy.
CREST members who wish to appoint a proxy or proxies through the
CREST electronic proxy appointment service may do so for either
General Meeting (and any adjournment of the General Meetings) by
using the procedures described in the CREST Manual (available from
www.euroclear.com/site/public/EUI). CREST Personal Members or other
CREST sponsored members, and those CREST members who have appointed
a service provider(s), should refer to their CREST sponsor or
voting service provider(s), who will be able to take the
appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of
CREST to be valid, the appropriate CREST message (a 'CREST Proxy
Instruction') must be properly authenticated in accordance with
Euroclear UK & Ireland Limited's specifications and must
contain the information required for such instructions, as
described in the CREST Manual. The message must be transmitted so
as to be received by the issuer's agent (ID RA10) by 10:30 a.m. on
25 January 2020 for the First General Meeting and by 10:00 a.m. on
2 February 2020 for the Second General Meeting. For this purpose,
the time of receipt will be taken to mean the time (as determined
by the timestamp applied to the message by the CREST application
host) from which the issuer's agent is able to retrieve the message
by enquiry to CREST in the manner prescribed by CREST. After this
time, any change of instructions to proxies appointed through CREST
should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or
voting service providers should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST
for any particular message. Normal system timings and limitations
will, therefore, apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal
member, or sponsored member, or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting system providers are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the
Regulations.
12. Recommendation
The Independent Directors unanimously recommend that
Shareholders vote in favour of the Disposal Resolution to approve
the Disposal. The Board also unanimously recommend that
Shareholders vote in favour of the Cancellation Resolution to
effect the Cancellation at the First General Meeting, and in favour
of the Liquidation Resolutions at the Second General Meeting.
The Board intend to vote in favour of each of the Resolutions in
respect of their direct and indirect shareholdings which in
aggregate amount to 4,373,736 Ordinary Shares representing 9.56 per
cent. of the issued share capital of the Company.
DEFINITIONS
The following definitions apply throughout this Document, unless
the context requires otherwise:
"Act" or the "Companies the Companies Act 2006, as amended;
Act"
"AIM" AIM, the market operated by the London
Stock Exchange;
"AIM Rules" the rules and guidance for companies
whose shares are admitted to trading
on AIM entitled "AIM Rules for Companies"
published by the London Stock Exchange,
as amended from time to time;
"Alphacomm" or the "Purchaser" Alphacomm B.V., a company incorporated
in the Netherlands, and controlled by
Huub Sparnaay, non-executive Director
of the Company;
"Business Day(s)" a day (excluding Saturday, Sunday and
public holidays in England and Wales)
on which banks are generally open for
business in London for the transaction
of normal banking business;
"Cancellation" the cancellation of admission of the
Ordinary Shares to trading on AIM, subject
to passing of the Cancellation Resolution
and in accordance with Rule 41 of the
AIM Rules;
"Cancellation Resolution" the resolution to be proposed to Shareholders
at the First General Meeting, to approve
the Cancellation;
"Circular" or "this this document, containing details of
Document" the Proposals;
"Company" or "Mi-Pay" Mi-Pay Group plc, a company incorporated
in England and Wales with registered
number 05550853;
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the operator (as defined
in those regulations);
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI2001/3755), as amended;
"Directors" or "Board" the directors of the Company, whose
names are set out on page 3 of this
Document;
"Disposal" the proposed sale of the entire issued
share capital of Mi-Pay Limited to Alphacomm,
pursuant to the terms of the SPA, subject
to the passing of the Disposal Resolution
and in accordance with Rule 15 of the
AIM Rules;
"Disposal Resolution" the resolution to be proposed to Shareholders
at the First General Meeting, to approve
the Disposal;
"First General Meeting" the general meeting of the Company convened
for 10:30 a.m. on 27 January 2020 and
any adjournment thereof, whereby the
Disposal Resolution and Cancellation
Resolution will be proposed to Shareholders,
notice of which is set out in Part II
of this Document;
"Forms of Proxy" together, the yellow form of proxy and
blue form of proxy enclosed with this
Document for use at the First General
Meeting (or at any adjournment thereof)
and Second General Meeting (or at any
adjournment thereof) respectively (and
"Form of Proxy" shall be interpreted
accordingly with reference to the respective
colour);
"General Meetings" the First General Meeting and the Second
General Meeting;
"Group" Mi-Pay, together with its subsidiary,
Mi-Pay Limited;
"Independent Directors" Seamus Keating and Edward Lascelles;
"Liquidation" the Voluntary Liquidation of the Company;
"Liquidation Resolutions" the resolutions to be proposed to the
Shareholders at the Second General Meeting,
to effect the Liquidation;
"London Stock Exchange" London Stock Exchange Group plc;
"Notices of General the notice convening the First General
Meetings" or "Notices" Meeting or Second General Meeting, as
appropriate, which are set out at the
end of this Document;
"Ordinary Shares" ordinary shares of GBP0.10 each in the
capital of the Company, and "Ordinary
Share" means any one of them;
"Proposals" the proposals set out in this Circular,
whereby Shareholders are being asked
to consider, and if thought fit, approve:
(i) the Disposal; (ii) the Cancellation;
and (iii) the Liquidation;
"Proposed Liquidators" Alex Cadwallader and Neil Bennett of
Leonard Curtis Limited, 5th Floor, Grove
House, 248a Marylebone Road, London,
NW1 6BB;
"Registrars" or "Link Link Market Services Limited and Link
Asset Services" Market Services Trustees Limited, trading
under the name of Link Asset Services.
Share registration and associated services
are provided by Link Market Services
Limited (registered in England and Wales,
No. 2605568);
"Regulatory Information has the meaning given to it in the AIM
Service" Rules for any of the services approved
by the London Stock Exchange for the
distribution of AIM announcements and
included within the list maintained
on the website of the London Stock Exchange;
"Resolutions" the resolutions to be proposed at the
First General Meeting and Second General
Meeting as set out in the Notices of
General Meetings (and each of which
shall be a "Resolution");
"Second General Meeting" the general meeting of the Company convened
for 10:00 a.m. on 4 February 2020 and
any adjournment thereof, whereby the
Liquidation Resolutions will be proposed
to Shareholders, notice of which is
set out in Part III of this Document;
"Shareholders" holders of Ordinary Shares from time
to time and "Shareholder" means any
one of them;
"SPA" the conditional share purchase agreement
dated 18 December 2019 between the Purchaser
and the Company in respect of the Disposal;
"Takeover Code" the City Code on Takeovers and Mergers;
"United Kingdom" the United Kingdom of Great Britain
and Northern Ireland; and
"Voluntary Liquidation" a members' voluntary liquidation of
a solvent UK company pursuant to the
Insolvency Act 1986, as amended.
A reference to "GBP" is to pounds sterling, being the lawful
currency of the UK.
IMPORTANT NOTICES
The distribution of this Document in jurisdictions other than
the UK may be restricted by law and, therefore, persons into whose
possession this Document comes should inform themselves about and
observe any such restrictions. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdictions. In particular, this Document should not be
forwarded or transmitted in or into the United States, Canada,
Australia, South Africa, Japan or any other jurisdiction where it
would be illegal to do so. The Ordinary Shares have not been, nor
will they be, registered under the United States Securities Act
1933 (as amended) or under any of the relevant securities laws of
any state of the United States or of Canada, Australia, South
Africa or Japan. Accordingly, the Ordinary Shares may not (unless
an exemption under relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into the United States, Canada, Australia, South Africa or Japan or
for the account or benefit of any such person located in the United
States, Canada, Australia, South Africa or Japan.
This Document does not constitute an offer to buy, acquire or
subscribe for, or the solicitation of an offer to buy, acquire or
subscribe for Ordinary Shares or an invitation to buy, acquire or
subscribe for Ordinary Shares. This Document does not constitute a
prospectus for the purposes of the Prospectus Regulation Rules of
the FCA or an admission document for the purpose of the AIM Rules
for Companies.
Allenby Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
for the Company and no one else in connection with the Proposals
and will not be responsible to any person other than the Company
for providing the regulatory and legal protections afforded to
clients of Allenby Capital Limited nor for providing advice in
relation to the contents of this Document or any matter,
transaction or arrangement referred to in it. Allenby Capital
Limited has not authorised the contents of, or any part of, this
Document and no liability whatsoever is accepted by Allenby Capital
Limited for the accuracy of any information or opinion contained in
this Document or for the omission of any information.
Certain statements in this Document constitute "forward-looking
statements". Forward-looking statements include statements
concerning the plans, objectives, goals, strategies and future
operations and performance of the Company and the assumptions
underlying these forward-looking statements. The Company uses the
words "anticipates", "estimates", "expects", "believes", "intends",
"plans", "may", "will", "should", and any similar expressions to
identify forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors that could cause the Company's actual results,
performances or achievements to be materially different from any
future results, performances or achievements expressed or implied
by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding present and future
business strategies and the environment in which the Company will
operate in the future. These forward-looking statements speak only
as at the date of this Document. The Company is not obliged, and
does not intend, to update or to revise any forward-looking
statements, whether as a result of new information, future events
or otherwise except to the extent required by any applicable law or
regulation. All subsequent written or oral forward-looking
statements attributable to the Company, or persons acting on behalf
of the Company, are expressly qualified in their entirety by the
cautionary statements contained throughout this Document. As a
result of these risks, uncertainties and assumptions, a prospective
investor should not place undue reliance on these forward-looking
statements.
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 rns@lseg.com or visit www.rns.com.
END
FURBXBDDIDDBGCX
(END) Dow Jones Newswires
December 23, 2019 08:30 ET (13:30 GMT)
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