TIDMPGY
RNS Number : 6959X
Progility PLC
28 November 2017
28 November 2017
RNS Announcement: The information communicated in this
announcement contains inside information for the purposes of
Article 7 of Regulation 596/2014.
Progility plc
("Progility" or "the Company" or "the Group")
Posting of Annual Report & Accounts, Notice of Annual
General Meeting
and
proposed Share Reorganisation
Annual General Meeting date: 22 December 2017
Progility plc (AIM: PGY) is the holding company of a systems
integration and project management services group which has been
created to provide a range of project management services including
innovative and market leading technology solutions.
REPORT AND ACCOUNTS AND NOTICE OF ANNUAL GENERAL MEETING
The Annual Report and Accounts and Notice of Annual General
Meeting for the year ended 30 June 2017 will be been posted to
shareholders today. The Annual Report and Notice of the Annual
General Meeting, which contains, inter alia, information in
relation to a proposed share reorganisation are also available on
the Company's website - www.progility.com, pursuant to AIM Rule
20.
The Company's Annual General Meeting ("AGM"), will be held at
the offices of the Company, 7th Floor, 95 Aldwych, London, WC2B 4JF
on 22 December 2017 at 10.00 a.m.
PROPOSED SHARE REORGANISATION
Purpose of the Share Reorganisation
The Company's issued ordinary share capital currently consists
of 199,666,880 ordinary shares having a nominal value of 10p each.
Over 85% of the shareholdings in the Company are made up of a
holding of less than 500 shares and at our current market price
these holdings would be valued at less than GBP7. The Board
believes that the Company is incurring disproportionate costs in
servicing these holdings relative to their value. Furthermore, the
Board believes that the Company has little flexibility with regards
to the issue of equity either for incentive schemes or for other
purposes with an ordinary share having a nominal value of 10p which
is a substantial premium to the current price.
Accordingly, the primary objective of the consolidation is to
reduce the number of Existing Ordinary Shares to a level which
would be more cost effective to service and also to provide greater
flexibility over incentive schemes or for other purposes that will
further the success of the Company.
Details of the proposed Share Reorganisation
The proposed Share Reorganisation will comprise two
elements:
- Consolidation - every holding of 500 Existing Ordinary Shares
will be consolidated into one new ordinary share of GBP50.00 ("New
Ordinary Share");
- Sub-division - immediately following the Consolidation, each
New Ordinary Share will then be sub-divided into one new
non-transferrable deferred share of GBP49.99 with limited rights (a
summary of which is set out below), and four new ordinary shares of
GBP0.0025, having the same rights as the Existing Ordinary
Shares.
The Share Reorganisation requires the passing of the resolutions
numbered 6.1 and 6.2 in the Notice of AGM. The resolution will be
proposed as an ordinary resolution requiring the approval of the
holders of more than 50% of the Existing Ordinary Shares. If the
resolutions are passed, the Share Reorganisation will become
effective by close of business on 22 December 2017 (being the date
of the AGM) with admission of the New Ordinary Shares to trading on
AIM (for which application will be made) expected on or about 27
December 2017.
Shareholders holding less than 500 Existing Ordinary Shares at
the Record Date will have their holdings of
Existing Ordinary Shares aggregated and, subject to the proposed
amendment to the Company's Articles of Association proposed at
resolution 7.5 of the Notice of AGM, they will be sold by the Board
in the marketplace, with the proceeds being donated to a charity of
the Board's choice. These Shareholders will therefore cease to be
shareholders in the Company.
Shareholders holding more than 500 Existing Ordinary Shares on
the Record Date, but which are not exactly divisible by 500, will
have their holdings rounded down to the nearest whole number of New
Ordinary Shares. Fractional entitlements will then be aggregated
and dealt with by the Board in the same manner set out above.
Deferred Shares
The Deferred Shares will have the following limited rights and
be subject to the following restrictions:
- The Deferred Shares shall not entitle the holders to
participate in the profits or assets of the Company other than on a
winding up of the Company and only then to the amount paid up on
each Deferred Share after the sum of GBP1,000,000 per each New
Ordinary Share has been distributed among the holders of the New
Ordinary Shares.
- The Deferred Shares shall not entitle their holders to receive
notice of or to attend, speak or vote at any general meeting of the
Company by virtue of or in respect of their holding of Deferred
Shares.
- No share certificates will be issued in respect of the Deferred Shares.
- The Deferred Shares shall not be capable of transfer by the holder.
- The Deferred Share shall not be listed for trading on any recognised investment exchange.
- The Company may without obtaining the sanction of the holder
or holders of the Deferred Shares, appoint any person to execute on
behalf of any holder of Deferred Shares a transfer of all of the
Deferred Shares or any part thereof (and/or an agreement to
transfer the same) to the Company or to such person as the
directors may determine (whether or not an officer of the Company),
in any case for not more than 1 pence for all the Deferred Shares
then being purchased from the holder, and cancel all or any of the
Deferred Shares so purchased by the Company.
- Neither the passing by the Company of any special resolution
for the cancellation of Deferred Shares for no consideration by
means of a reduction of capital requiring the confirmation of the
Court, nor the obtaining by the Company nor the making by the Court
of any order confirming any such reduction of capital, nor the
becoming effective of any such order shall constitute a variation,
modification or abrogation of the rights attaching to the Deferred
Shares. Accordingly, the Deferred Shares may at any time be
cancelled for no consideration by means of a reduction of capital
effected in accordance with the Act without sanction on the part of
the holders of the Deferred Shares.
- The rights attaching to the Deferred Shares shall not be, or
deemed to be, varied, modified or abrogated by the creation,
allotment or issue of any shares in the capital of the Company of
any class (whether ranking pari passu with or in priority to them)
or anything done pursuant to or any other act, matter or thing
whatsoever save for any proposal to vary (otherwise than to the
advantage of the holders of the Deferred Shares) the rights of the
holders of the Deferred Shares to participate in a return of
capital.
Share Certificates for New Ordinary Shares
It is expected that, if the resolutions are passed by
shareholders at the AGM, the New Ordinary Shares will be admitted
to trading on AIM on or about 27 December 2017. Those Shareholders
holding more than 500 Existing Ordinary Shares on the Record Date
and who are non-CREST shareholders will be sent out certificates in
respect of their New Ordinary Shares within 10 business days of 22
December 2017. These new share certificates will be sent by
first-class post, at the risk of the holder of the relevant New
Ordinary Shares, to the registered address of that holder or, in
the case of joint holders, to the one whose name appears first in
the register of members. Upon completion of the Share
Reorganisation all certificates previously issued in relation to
Existing Ordinary Shares will no longer be valid and should be
destroyed. Until a holder of certificated New Ordinary Shares
receives a new share certificate, transfers of certificated New
Ordinary Shares will be certified against the register of
members.
Shareholders whose holdings are held in uncertificated form
through CREST will have their CREST accounts adjusted on 27
December 2017 under a new ISIN and SEDOL numbers to reflect their
entitlement to New Ordinary Shares (to the extent they hold more
than 500 Existing Ordinary Shares). The new ISIN and SEDOL will be
applied for in due course.
Serious Loss of Capital
The net assets of the Company as shown in the report and
accounts to be adopted at the Annual General Meeting are half or
less of the Company's called-up share capital. Accordingly, as
required by section 656 of the Companies Act 2006, the Directors
are required to call a meeting of the Company to consider whether
any, and if so, what steps, should be taken to deal with the
situation. Resolution 8 set out in the notice of Annual General
Meeting proposes this. The Board proposes to address this by adding
value to existing projects and taking them through to delivery and
cash flow.
Recommendation
The Board consider that all the proposals to be considered at
the Annual General Meeting are in the best interests of the Company
and its members as a whole and are most likely to promote the
success of the Company for the benefit of its members as a whole.
The Board of Directors unanimously recommend that you vote in
favour of all the proposed resolutions as they intend to do in
respect of their own beneficial holdings of 129,306,695 Existing
Ordinary Shares (which represents 64.8 per cent of the current
issued share capital of the Company).
Further announcements will be made as appropriate.
Note: Definitions in this announcement will, unless otherwise
stated, have the same meaning as in the Notice of Annual General
Meeting dated 28 November 2017.
For further information, please contact:
Progility plc
Wayne Bos, Executive Chairman 020 7371 4444
www.progility.com
SPARK Advisory Partners Limited (Nominated Adviser)
Mark Brady 020 3368 3551
W H Ireland Limited (Broker)
Adrian Hadden/Mark Leonard 020 7220 1666
Notes to Editors:
Group Description
Progility plc, the systems integrator and project management
services firm has three operating divisions: Professional Services,
Healthcare and Communications.
Professional Services
The Professional Services division includes ILX Training, the
TFPL, Sue Hill and Progility Recruitment UK-based recruitment
services brands, Obrar Consulting and Woodspeen Training.
The founding unit of the Group, ILX Training is a leading
provider of training in best practice for programme, project and IT
service management, including strategic programme and project
management consulting solutions. ILX also develops bespoke training
courses for large-scale IT migration and transformation projects.
We deliver ILX services from offices in the UK and Dubai and
Australia, with partnerships extending into Europe and the US.
TFPL became part of the group in July 2014 with Sue Hill joining
in November 2014. Together they form a recruitment division which
boasts a pool of quality assured candidates trained in project
management services, including digital information management
candidates. Progility Recruitment was established in January 2014
to offer specific project management recruitment services. Obrar is
a consulting-led project management services company, with over 30
years' experience of delivering technology and people solutions in
the UK and internationally. Woodspeen Training works with
individuals and companies across a range of occupational areas, led
by an experienced team of advisors and trainers, operating from
four locations across the UK, enhancing young people's skills and
helping them into work.
Communications
The Communications division comprises Progility Technologies in
Australia and India.
Progility Technologies operates a communication systems
integration business that designs, implements and maintains
solutions for medium and large enterprises with a focus on the
rail, port, oil and gas, power, water and healthcare industries in
Australia, on the healthcare, hospitality, financial services,
public sector, manufacturing, education and IT sectors in India and
on the mining industry globally.
The Australian business, which merged with the Group in October
2013, is headquartered in Melbourne, Australia, and has offices in
Sydney, Brisbane, Perth, Latrobe Valley and Castlemaine. The Indian
business which joined the Group in December 2014, is headquartered
in Mumbai and operates through a network of 21 offices throughout
India.
Healthcare
Healthcare comprises the activities of the Starkstrom Group, the
operating theatre and critical care business, which delivers and
installs advanced medical equipment and is a leading provider of
fully integrated solutions, with over 40 years' experience in the
UK sector. Acquired in July 2014, Starkstrom is headquartered in
north-west London and with a manufacturing and assembly facility in
Leicester.
Progility Finco
Progility Finco is a wholly owned subsidiary of Progility plc
which was incorporated as a special purpose vehicle in order to
issue loan notes which would be admitted to the Official List of
the Channel Island Securities Exchange Authority to help meet the
financing requirements of the Group.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFEUSWAFWSELF
(END) Dow Jones Newswires
November 28, 2017 02:50 ET (07:50 GMT)
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