TIDMODX
RNS Number : 8725K
Omega Diagnostics Group PLC
31 August 2023
Omega Diagnostics Group plc
('Omega' or the 'Company')
Proposed Share Reorganisation Timetable
and
Change of Name
Omega (AIM: ODX), the specialist medical diagnostics company
focused on industry-leading Health and Nutrition products,
announces further details of its proposed Share Reorganisation
(defined below) including the proposed timetable. The Share
Reorganisation was originally notified in the Company's Notice of
Annual General Meeting, which was posted to shareholders on 11
August 2023.
The Annual General Meeting ('AGM') will be held on 6 September
2023 at 11.00 a.m. (BST) at Poets House, St Mary's Street, Ely, CB7
4EY.
Proposed Share Reorganisation
As at 2 August 2023, being the latest practicable date prior to
publication of the Notice of AGM, the issued share capital of the
Company comprised 237,685,180 ordinary shares of 4 pence each and
123,245,615 deferred shares of 0.9 pence each. The middle market
share price (on AIM) of an ordinary share as at the close of
business on 2 August 2023 was 2.5 pence, implying a market
capitalisation of the Company of approximately GBP5.94 million. The
Directors consider that this number of existing ordinary shares is
excessive for a Company of Omega Diagnostics' market
capitalisation. In addition, that price per share is less than the
nominal value of an ordinary share (being 4 pence). The Companies
Act 2006 provides that a company may not issue shares at a discount
to nominal value. Accordingly, given the discount, the Company is
not presently practicably able to raise further equity investment.
Whilst the Directors have no current intention to seek to do so, it
would be preferable for the Company to be in a position to raise
equity investment in the future if that was considered to be in the
best interests of the Company at that time.
The Company is proposing (through Resolution 8 set out in the
Notice of AGM) to address all of these points by consolidating the
ordinary share capital and by converting part of the nominal
capital of the Company into deferred share capital. The proposed
consolidation is on a 61 for 1 basis - meaning that for every 61
existing ordinary shares of 4 pence each in the capital of the
Company held ('Existing Ordinary Shares'), a shareholder will
receive one new ordinary share of 10 pence ('New Ordinary Shares').
The conversion of part of the nominal capital of the Company into
deferred share capital is proposed to be achieved by converting the
balance of the nominal capital remaining after the creation of the
new ordinary shares of 10 pence each into deferred shares of 0.9
pence in the capital of the Company ('Deferred Shares'). Put
simply, for every 61 existing ordinary shares of 4 pence each held,
a shareholder will receive one new ordinary share of 10 pence and
260 deferred shares of 0.9 pence in the capital of the Company
The Board believes that a consolidation of the Company's
Ordinary Share Capital will result in a more appropriate number of
shares in issue for the Company and provide more options for the
Company in the future. The Board anticipates that the Consolidation
may also help to make the Company's shares more attractive to
investors and may result in a narrowing of the bid/offer spread,
thereby improving liquidity.
Change of Name
Recognising the recent refocusing of the Group's activities on
its Health and Nutrition business, the Directors propose that the
name of the Company be changed to Cambridge Nutritional Sciences
PLC. If the proposed change of name is approved by shareholders,
then it is intended that the new London Stock Exchange ticker for
the Company will be LON: CNSL. The change of name of proposed in
Resolution 9 of the Notice of Annual General Meeting.
Further Details of the Share Reorganisation
Issuance of New Ordinary Shares
Under the Share Reorganisation, 39 new Ordinary Shares will be
issued at a price of GBP0.04 per Ordinary Share (being the nominal
value of the Ordinary Shares) to ensure that as part of the Share
Reorganisation an exact whole number of Consolidated Shares will be
issued. It is expected that these 39 additional Ordinary Shares
will be admitted to trading on AIM on 6 September 2023. As a result
of this allotment the number of Existing Ordinary Shares in issue
immediately prior to the General Meeting will be 237,685,219.
Then, every 61 Existing Ordinary Shares that are in issue at the
Record Date (as such term is defined below) will be consolidated
('Consolidation') into a consolidated ordinary share of GBP0.10
each ('Consolidated Shares'). Each Consolidated Share will
subsequently be subdivided ('Subdivision') into one New Ordinary
Share of GBP0.10 each and 260 Deferred Shares of GBP0.009 each.
Most Shareholders will not, at the Record Date, hold a number of
Existing Ordinary Shares that are exactly divisible by the
consolidation ratio. The result of the Share Reorganisation, if
approved, will be that such Shareholders will be left with a
fractional entitlement to a resulting New Ordinary Share. Where the
proceeds to which a shareholder would be entitled from the sale of
the fractional entitlements would amount to less than GBP1.50, in
accordance with the Articles, such amounts will not be distributed
to the relevant shareholders and will be aggregated and donated to
charity by the Company.
The New Ordinary Shares will have the same rights and
restrictions as the Existing Ordinary Shares as set out in the
Amended Articles (as such term is defined in Resolution 8 of the
Notice of AGM). Save for changes resulting from fractional
entitlements, your pro rata holding of the share capital of the
Company will not change as a result of the Share
Reorganisation.
Application will be made to the London Stock Exchange for the
(1) 39 new Ordinary Shares and the (2) New Ordinary Shares to be
admitted to trading on AIM ('Admission'), and (3) the Change of
Name to take effect.
Subject to Resolution 8 being passed, dealings in the Existing
Ordinary Shares will cease at 6.00 p.m. (BST) on 6 September 2023,
and it is expected that admission will become effective and that
dealings in the New Ordinary Shares will commence at 8.00 a.m.
(BST) on 7 September 2023. Following Admission, the share capital
of the Company will be comprised of 3,896,479 New Ordinary
Shares.
Each New Ordinary Share shall carry one vote on a poll taken at
a general meeting. No Existing Ordinary Shares are held in
treasury, and therefore, it is not expected that there will be any
New Ordinary Shares held in treasury immediately following the
Share Reorganisation. Accordingly, the total number of voting
rights immediately following the Share Reorganisation will be
3,896,479, and this figure may be used by shareholders as the
denominator for the calculation by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Existing share certificates will cease to be valid following the
Share Reorganisation. New share certificates, in respect of the New
Ordinary Shares, will be issued by first class post at the risk of
the Shareholder within 10 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 7 September 2023.
Expected Timetable of Principal Events
Publication of Notice of AGM 11 August 2023
Latest time and date for return of Form of Proxy for AGM 11.00 a.m. (BST) on 4 September 2023
--------------------------------------
AGM 11.00 a.m. (BST) on 6 September 2023
--------------------------------------
Announcement of the result of AGM 6 September 2023
--------------------------------------
Record Date and final date for trading in Existing Ordinary Shares 6.00 p.m. (BST) on 6 September 2023
--------------------------------------
Expected Admission to trading on AIM of the New Ordinary Shares arising from 8.00 a.m. (BST) on 7 September 2023
the Share Reorganisation
--------------------------------------
Despatch of definitive share certificates in respect of the New Ordinary Within 10 business days of Admission
Shares to be held
in certificated form, if applicable
--------------------------------------
Notes
1 The above times and/or dates are indicative only and may
change. If any of the above times and/or dates change, the revised
times and/or dates will be notified by announcement through a
Regulatory Information Service.
2 All the above times refer to London time unless otherwise stated.
3 All events listed in the above timetable concerning the Share
Reorganisation are conditional on the passing of Resolutions 8 and
9 at the Annual General Meeting.
Proposed Capital Reorganisation
Number of Existing Ordinary Shares in issue at the date of
this announcement 237,685,180
Number of Existing Ordinary Shares expected to be in issue on
the Record Date 237,685,219
-----------------------------------------------------
Conversion ratio of Existing Ordinary Shares to Consolidated
Shares 61:1
-----------------------------------------------------
Subdivision of each Consolidated Share into one New Ordinary Share and 260 Deferred Shares
-----------------------------------------------------
Total number of New Ordinary Shares in issue following Share
Reorganisation 3,896,479
-----------------------------------------------------
Nominal value of each Existing Ordinary Share GBP0.04
-----------------------------------------------------
Nominal value of each New Ordinary Share GBP0.10
-----------------------------------------------------
ISIN code for New Ordinary Shares GB00BNG2WW67
-----------------------------------------------------
SEDOL code for Consolidated Shares BNG2WW6
-----------------------------------------------------
-Ends-
Contacts:
Omega Diagnostics Group PLC www.omegadx.com
Jag Grewal, Chief Executive Officer via Walbrook PR
finnCap Ltd Tel: 020 7220 0500
Geoff Nash / Edward Whiley / George Dollemore (Corporate Finance)
Nigel Birks / Harriet Ward (ECM)
Walbrook PR Limited Tel: 020 7933 8780 or omega@walbrookpr.com
Paul McManus / Lianne Applegarth Mob: 07980 541 893 / 07584 391 303
Sam Allen Mob: 07502 558 258
About Omega Diagnostics Group PLC
Omega (AIM: ODX) is a specialist medical diagnostics company
focused on industry-leading Health and Nutrition products.
www.omegadx.com
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END
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