TIDMSWAP
RNS Number : 6210D
MoneySwap Plc
28 April 2017
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014.
28 April 2017
MoneySwap plc
("MoneySwap" or the "Company")
Posting of circular and notice of EGM
Further to the announcement on 13 March 2017, the Company will
on 02 May 2017 post to its shareholders a circular (the "Circular")
containing a notice convening an extraordinary general meeting (the
"EGM") to be held at 10:00 a.m. on 30 May 2017 at the offices of
Allenby Capital Limited, 3 St. Helen's Place, London, EC3A 6AB.
The purpose of the EGM is to approve, inter alia:
i. the cancellation of the ordinary shares in the Company from trading on AIM; and
ii. the adoption of new articles of association of the Company.
(together the "Proposals").
Extracts from the Circular, which sets out the reasons for
seeking Cancellation, are set out below and a copy of the Circular,
along with the proposed amendments to the Company's articles of
association, will shortly be available on the Company's website,
www.moneyswapholdings.com.
For further information, please contact:
MoneySwap Plc Allenby Capital Limited
Interim Chief Executive Nominated Adviser
Craig Niven Nick Naylor / James
Reeve
+44 7767 497400 +44 20 3328 5656
EXTRACTS FROM THE CIRCULAR
The following has been extracted without amendment from, and
should be read in conjunction with, the Circular to Shareholders
dated 02 May 2017, available from the Company's website,
www.moneyswapholdings.com.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this Circular 02 May 2017
Latest time and date for receipt 10.00 a.m. on 27
of Forms of Direction May 2017
Latest time and date for receipt 10.00 a.m. on 28
of Forms of Proxy May 2017
Extraordinary General Meeting 10.00 a.m. on 30
May 2017
Expected time and date that admission 7:00 a.m. on 07
of Ordinary Shares to trading June 2017
on AIM will be cancelled
LETTER FROM THE CHAIRMAN OF MONEYSWAP PLC
1. Introduction
The Company announced on 13 April 2017 that it intends to seek
Shareholders' approval to cancel the admission of the Ordinary
Shares from trading on AIM.
This letter sets out the background and reasons for the proposed
Cancellation.
Wraith, in consultation with the Board, has recently undertaken
a review of the benefits of the Ordinary Shares continuing to be
traded on AIM. Having completed this review, the Board and Wraith
have concluded that it is in the best interests of the Company and
its Shareholders as a whole if the admission of the Ordinary Shares
to trading on AIM is cancelled.
Any Shareholders wishing to sell their Ordinary Shares in the
Company following Cancellation should contact the Company using the
details set out in paragraph 9 of this Circular.
The AIM Rules provide that Cancellation be conditional upon the
approval of the special resolution set out as resolution 1 in the
notice convening the EGM, enclosed with this document, by not less
than 75 per cent of the votes cast, whether in person or by proxy,
by Shareholders in a general meeting.
The purpose of this document is to explain why the Board
consider the Proposals to be in the best interests of the Company
and its Shareholders as a whole and to recommend that you vote for
the Resolutions required to implement the Proposals at the EGM
scheduled to take place at 10:00 a.m. on 30 May 2017, notice of
which is enclosed at the end of this document.
Allenby Capital, the Company's nominated adviser, has indicated
to the Board that, in the event that the resolution to approve the
Cancellation is not passed at the EGM, it will resign as the
Company's nominated adviser, as the Subscription is unlikely to
proceed. Should this occur, the Company would have one month to
appoint a new nominated adviser, otherwise the Ordinary Shares
would be cancelled from AIM in accordance with Rule 1 of the AIM
Rules. The Board does not consider there to be a realistic prospect
of appointing a new nominated adviser in the event that Allenby
Capital resigns. Shareholders are therefore encouraged to vote in
favour of the Resolutions.
2. Reasons for the proposed Cancellation
After further consideration following the announcement of the
Subscription by the Company on 21 March 2017, Wraith, in
consultation with the Board, has concluded that it considers the
Subscription should not proceed whilst the Ordinary Shares are
admitted to trading on AIM and has, by virtue of a deed of
variation entered into with the Company dated 27 April 2017, agreed
that Cancellation becomes an additional condition to Completion. As
the Company has announced on a number of occasions, the Company
requires a substantial investment to secure its long term financial
position. This investment is likely to come from the Subscription,
which will only complete following Cancellation. It is highly
unlikely that it would be possible to complete a subscription or
fundraising with an alternative investor in the timeframe required
in order to remain on AIM and the Board therefore considers that it
is in the best interests of the Company and the Shareholders to
proceed with the Subscription and for Cancellation to be
effected.
The Board understands Wraith to have concluded that the costs
and regulatory burden associated with remaining admitted to AIM are
not commensurate with the benefits available to the Company and its
Shareholders, given the current stage of development of the
Company's business.
Pursuant to AIM Rule 41, the Cancellation can only be effected
by the Company after securing a resolution of Shareholders passed
by a requisite majority being not less than 75 per cent of the
votes cast by Shareholders (in person or by proxy) at a general
meeting. Under the AIM Rules, the Cancellation can only take place
after the expiration of a period of twenty Business Days from the
date on which notice of the Cancellation is given. In addition, a
period of at least five Business Days following the Shareholder
approval of the Cancellation is required before the Cancellation
may be put into effect.
The Company, through its nominated adviser, has notified the
London Stock Exchange of the proposed Cancellation and it is
expected that Cancellation will take effect at 7.00 a.m. on 07 June
2017.
3. Current trading
On 21 March 2017, the Company announced its results for the half
year ended 30 September 2016. During this period, the Company
reported revenue of US$218,572 and a loss before taxation of
US$961,142. Trading in the second half of the financial period was
in line with the first half and the Company is expecting to report
a turnover for the year ended 31 March 2017 slightly ahead of the
US$397,056 recorded for the year ended 31 March 2016. As a result
of cost cutting measures undertaken during the last financial
period, the Company anticipates that the loss before taxation for
the year ended 31 March 2017 will be significantly lower than the
US$3,065,096 reported for the year ended 31 March 2016.
Since the end of the financial year, a number of initiatives
have been taken to increase revenues which are expected to
translate into improved financial performance in the six months to
30 September 2017.
4. Future strategy of the Company
As previously announced, in the months prior to the suspension
of trading in the Ordinary Shares on AIM, the Company's revenues
were adversely affected by the lack of access to adequate working
capital and the uncertainty surrounding the financial viability of
the business and its ability to raise capital.
With the proceeds from the Subscription and the monies borrowed
pursuant to the Loan Agreement, it is expected that the Company
will have sufficient working capital to increase revenue streams
from the platforms and licences it currently holds. If successful,
it may be appropriate to seek admission of the Company's shares to
AIM or another public market at some time in the future, once the
business operations of the Company have developed.
5. Effect of Cancellation
The principal effect of the proposed Cancellation is that there
would no longer be a formal market mechanism enabling Shareholders
to trade their Ordinary Shares on AIM or any other recognised
market or trading exchange. There has been no underlying liquidity
in the Ordinary Shares since the suspension of trading in the
Ordinary Shares on AIM on 21 September 2016 and this will remain
the case for the foreseeable future as long as the Company's
Ordinary Shares are not traded on a public market. As described
below, the Company will seek to facilitate any trades should
Shareholders seek to buy or sell Ordinary Shares following
Cancellation. However, such a facility may not result in an
attractive share price or any liquidity for Shareholders.
Due to the limited number of existing Shareholders and the
illiquidity of the Ordinary Shares prior to the suspension from
trading in the Ordinary Shares on AIM, the Company is assessing
whether to continue to offer a facility to enable electronic
settlement of the Ordinary Shares following Cancellation. The
Company will continue to maintain the Depository Interest facility
representing Ordinary Shares for a period of not less than 45 days
following Cancellation, during which period the Company will assess
the commercial benefits of maintaining the Depository Interest
facility. Should the Depository Interest facility be cancelled in
due course, Shareholders will be able to continue to trade their
Ordinary Shares in certificated form.
Shareholders should also be aware that the Company will no
longer be bound by the AIM Rules and that, as a consequence,
certain previously prescribed corporate governance procedures may
not be adhered to in the future and the Company will no longer be
required to announce material events or transactions including
releasing interim results or final results. As the Company will no
longer be subject to the AIM Rules, Shareholders will no longer be
required to vote on certain matters as provided in the AIM Rules.
However, following Cancellation, the Company intends to continue to
maintain a website at www.moneyswapholdings.com for the foreseeable
future, providing information on events or developments of the
Company that are deemed significant by the Board.
Upon Cancellation, the Company will cease to have a nominated
adviser. The Company is currently required under the AIM Rules to
consult with its nominated adviser on, for example, transactions
constituting "related party transactions" under the AIM Rules, and
to inform the nominated adviser of key decisions such as any
proposed changes to the Board. Following Cancellation, the
Shareholders will no longer benefit from the protection afforded by
the nominated adviser.
Upon Cancellation, the Relationship Agreement and Lock-in
Agreement will no longer be required to be entered into by Wraith
and the Company. Please see paragraph 8 below for further
details.
Accordingly, as a result of the Cancellation, the protections
available to Shareholders will be limited to those available under
Gibraltar law and the Company's articles of association from time
to time.
6. Effect on the Company should Cancellation not proceed
Allenby Capital, the Company's nominated adviser, has indicated
to the Board that, in the event that the resolution to approve the
Cancellation is not passed at the EGM, it will resign as the
Company's nominated adviser, as the Subscription is unlikely to
proceed. Should this occur, the Company would have one month to
appoint a new nominated adviser, otherwise trading in the Ordinary
Shares would be cancelled on AIM in accordance with Rule 1 of the
AIM Rules. The Board does not consider there to be a realistic
prospect of appointing a new nominated adviser in the one month
period in the event that Allenby Capital resigns. Shareholders are
therefore encouraged to vote in favour of the Resolutions.
The Board further considers that, should the Ordinary Shares be
cancelled in accordance with AIM Rule 1, this could prejudice the
Company's ability to re-admit to AIM or an alternative public
market at some point in the future.
7. New Articles
The Board considers it appropriate that the Company should adopt
new articles of association with effect from (and subject to
completion of) the Cancellation to reflect the fact that the
Ordinary Shares will no longer be traded on a public market
following the Cancellation. The New Articles are broadly similar to
the Articles but contain the following changes:
1. A new right has been added for holders of 60 per cent or more
of the Ordinary Shares to require the other holders of Ordinary
Shares to sell their Ordinary Shares in the event that an "Approved
Offer" is made from a bona fide third party for all of the Ordinary
Shares. This would mean that where an Approved Offer is made
Shareholders could be forced to sell their Ordinary Shares to the
third party even if they object to the offer provided that holders
of at least 60% of the Ordinary Shares approve of the offer. This
prevents minority Shareholders frustrating a future sale and is for
the benefit of Shareholders as a group. An "Approved Offer" is one
that is made by a bona fide third party which offers the same or
equivalent consideration for each Ordinary Share and which
stipulates that the purchase of all of the Ordinary Shares shall
occur simultaneously.
2. The requirement of the directors to retire by rotation has
been deleted and accordingly directors will no longer have fixed
term appointments.
3. Various minor amendments to reflect that the Ordinary Shares will no longer be traded on AIM.
A copy of the New Articles showing the changes to the Articles
has been posted to Shareholders along with this Circular and can
also be found at www.moneyswapholdings.com.
8. Variation to the Subscription Agreement
The Subscription Agreement has been amended by agreement between
the Company and Wraith since a summary of the terms was provided to
Shareholders in the Previous Circular. A summary of the changes as
a result of the deed of variation between the Company and Wraith
dated 27 April 2017 is as follows:
1. An additional condition to Completion has been added to the
effect that Completion is also now conditional upon Cancellation
having been completed to the reasonable satisfaction of Wraith.
2. The requirement that the Company, Allenby Capital and Wraith
enter into the Relationship Agreement and the Lock-in Agreement
has, conditional upon Cancellation occurring, been deleted.
3. Conditional upon Cancellation occurring, Calvin Yan will not
now be appointed as an additional director of the Company.
4. Conditional upon Cancellation occurring, Wraith shall have
the right to appoint two directors to the Board.
9. Trading in the Ordinary Shares after Cancellation
The Board recognises that the Cancellation will make it more
difficult for Shareholders to buy and sell Ordinary Shares should
they wish to do so. Following the Cancellation, although the
Ordinary Shares will remain transferable they will no longer be
tradable on AIM. Accordingly, the Board will, following
Cancellation, seek to introduce buyers to sellers in the event that
the Company is able to match an indication to buy or sell with an
opposite buy or sell instruction. Once an introduction has been
made, Shareholders will be able to effect a transaction in the
Ordinary Shares through a stock transfer form or share purchase
agreement.
Shareholders or persons wishing to trade in the Company's
Ordinary Shares following Cancellation should contact the Company
via email to calvin.yan@moneyswap.com, giving an indication that
they are prepared to buy or sell at an agreed price.
10. Special resolutions to be proposed at the Extraordinary General Meeting
The Cancellation is subject to Shareholders passing the
following Resolution 1:
1. "That the admission of the ordinary shares of 0.1 pence each
in the capital of the Company to trading on AIM, a market operated
by London Stock Exchange plc, be cancelled and that the directors
of the Company be authorised to take all steps which they consider
to be necessary or desirable in order to effect such
cancellation."
In addition, the Board and Wraith consider it appropriate that
Shareholders pass the following resolution to reflect that the
Ordinary Shares will no longer be traded on a public market:
2. That, conditional upon resolution 1 being passed, the New
Articles of the Company contained in the document signed by the
Chairman for the purposes of identification be and are approved and
with effect from Cancellation be adopted as the articles of
association of the Company in substitution for and to the exclusion
of the existing Articles."
The Resolutions are proposed as special resolutions of the
Company. In accordance with the AIM Rules and the laws of
Gibraltar, the special resolutions detailed above, will be required
to be passed by a majority of not less than 75 per cent. of the
votes cast by Shareholders (in person or by proxy) at the EGM.
11. Action to be taken
Shareholders will find enclosed with this document a Form of
Proxy and a Form of Direction (for use in the event that any
Shareholder is a holder of Depositary Interests on the date of the
Extraordinary General Meeting), in each case for use in connection
with the Extraordinary General Meeting. Whether or not you intend
to be present at the Extraordinary General Meeting, you are
requested to complete and sign:
(a) in the case of Shareholders, the Form of Proxy, which should
be returned to Prime Secretaries, Prime Management Limited, 13/15
Giro's Passage, Gibraltar, GX11 1AA as soon as possible and, in any
event, so as to arrive no later than 10.00 a.m. on 28 May 2017;
and
(b) in the case of holders of Depositary Interests, the Form of
Direction, which should be returned to Capita Asset Services, PXS,
34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and,
in any event, so as to arrive no later than 10.00 a.m. on 27 May
2017.
If a Form of Proxy or Form of Direction is not received by the
dates and times set out above, it will be rendered void. The
completion and return of a Form of Proxy will not preclude you from
attending the Extraordinary General Meeting and voting in person if
you so wish. Holders of Depositary Interests wishing to attend the
EGM should contact the Depositary as per the instructions on the
Form of Direction. Depositary Interests may be voted through the
CREST Proxy Voting Service in accordance with the procedures set
out in the CREST manual. The CREST message should be received not
later than 10.00 a.m. on 28 May 2017.
12. Recommendation
The Board considers the resolutions to be proposed at the EGM to
be in the best interests of the Company and the Shareholders as a
whole. Accordingly, the Directors recommend Shareholders to vote
FOR the Resolutions to be proposed at the EGM.
DEFINITIONS
AIM AIM, a market operated by the
London Stock Exchange;
AIM Rules for Companies the rules of AIM as set out
or AIM Rules in the publication entitled
AIM Rules for Companies published
by the London Stock Exchange
from time to time;
Allenby Capital Allenby Capital Limited, the
Company's nominated adviser
and broker for the purposes
of the AIM Rules;
Articles the Company's articles of association,
in effect as at the date of
this document which were adopted
on 20 April 2017;
Board the board of directors of the
Company from time to time;
Business Days any days on which the London
Stock Exchange is open for
business;
Cancellation the cancellation of admission
of the Ordinary Shares to trading
on AIM becoming effective in
accordance with Rule 41 of
the AIM Rules;
Circular or this document this document dated 02 May
2017;
Company or MoneySwap MoneySwap plc, a company incorporated
in Gibraltar with registered
number 96229 and whose registered
office is 13/15 Giro's Passage,
Gibraltar;
Completion completion of the issue of
the Initial Subscription Shares
to Wraith, pursuant to the
Subscription Agreement between
MoneySwap and Wraith;
CREST the relevant system (as defined
in the CREST Regulations) in
respect of which Euroclear
is the Operator (as defined
in the CREST Regulations);
Depositary Capita IRG Trustees Limited,
The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU;
Depositary Interests the depositary interests in
or DIs uncertificated form representing
Ordinary Shares;
Directors the directors of the Company
at the date of this document,
as set out on page 6 of this
document;
Enlarged Share Capital the Company's issued share
capital as enlarged by the
issue of the Initial Subscription
Shares;
EU the European Union;
Euroclear Euroclear UK & Ireland Limited;
Existing Options the share options granted by
the Company as at the date
of this Circular;
Extraordinary General the extraordinary general meeting
Meeting or EGM of the Company, notice of which
is set out at the end of this
Circular, and including any
adjournment(s) thereof;
FCA the UK's Financial Conduct
Authority;
Form of Direction the form of direction for DI
holders accompanying this document
relating to the Extraordinary
General Meeting;
Form of Proxy the form of proxy accompanying
this document relating to the
Extraordinary General Meeting;
FSMA the UK Financial Services and
Markets Act 2000, as amended;
GBP or GBP pound sterling, the legal currency
of the United Kingdom;
Initial Subscription the issue of the Initial Subscription
Shares at Completion to Wraith
pursuant to the terms of the
Subscription Agreement;
Initial Subscription the 2,443,420,775 new Ordinary
Shares Shares proposed to be issued
to Wraith pursuant to the Initial
Subscription at Completion
(or such higher number of Ordinary
Shares as would entitle Wraith
to hold at least 51 per cent.
of the Enlarged Share Capital
on Completion);
Loan Agreement the loan facility dated 6 March
2017 between the Company and
Wraith, further details of
which were announced by the
Company on 6 March 2017;
Lock-in Agreement the lock-in agreement that
was originally proposed to
be entered into between Wraith,
Allenby Capital and the Company
on Completion, further details
of which are set out in the
Previous Circular;
London Stock Exchange the London Stock Exchange Group
plc;
New Articles the proposed new articles of
association of the Company;
Notice of Extraordinary the notice of Extraordinary
General Meeting General Meeting, set out at
the end of this document;
Ordinary Shares the ordinary shares of GBP0.001
each in the capital of the
Company in issue from time
to time;
Previous Circular the circular sent to Shareholders
dated 28 March 2017;
Proposals the Cancellation and the adoption
of the New Articles;
Prospectus Rules the Prospectus Rules published
by the FCA;
Relationship Agreement the agreement that was originally
proposed to be entered into
on Completion between the Company,
Allenby Capital and Wraith,
details of which are set out
in the Previous Circular;
Resolutions the resolutions to be proposed
at the Extraordinary General
Meeting, as set out in the
Notice of Extraordinary General
Meeting;
Shareholders holders of Ordinary Shares;
Subscription the conditional subscription
by Wraith for Ordinary Shares
as set out in the Previous
Circular;
Subscription Agreement the agreement dated 20 March
2017 between the Company and
Wraith relating to the Subscription,
as amended by a deed of variation
dated 28 March 2017 and a deed
of variation dated 27 April
2017, details of which are
set out in paragraph 8 of this
Circular;
uncertificated shares recorded on a register
of securities maintained by
Euroclear in accordance with
the CREST Regulations as being
in uncertificated form in CREST
and title to which, by virtue
of the CREST Regulations, may
be transferred by means of
CREST;
UK or United Kingdom the United Kingdom of England,
Scotland, Wales and Northern
Ireland;
US$ or $ US dollars, the legal currency
of the United States; and
Wraith Wraith Holding B.V., a company
incorporated in the Netherlands
with Company number 67229581
and whose registered address
is Startbaan 8, 1185 XR, Amstelveen,
the Netherlands.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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