Notice of Annual General Meeting; Proposed Consolidation
Formation Group PLC (NEX: FRM), the property development and project management company, announces that printed copies of its Annual Report for the year ended 31 August 2016 are being distributed to shareholders today, together with the Notice of Annual General Meeting (the ‘Notice’).
The Company’s Annual General Meeting will be held at 11 am on Monday, 27 February 2016 at the offices of Formation Group PLC, 2nd Floor, Oakwood House, 414-422 Hackney Road, London, E2 7SY.
Resolution 6 at the Annual General Meeting, which will be proposed as a special resolution, seeks to consolidate the shares in the Company in order to have a
number of shares in issue which is more appropriate for a company of the Company’s size. Additionally, the Company believes that having a smaller and more streamlined shareholding which is more in keeping with other NEX Exchange Growth Market companies, will ensure the Company remains attractive to outside investors as the Company seeks to grow and develop the business over the coming year.
On 1 February 2017, being the last practicable date before the publication of the Notice, the Company has 220,515,112 ordinary shares of GBP0.01 each (“Existing Ordinary Shares”) in issue. It is proposed that the Company consolidate these shares, so that for every 5 Existing Ordinary Shares these will be consolidated into 1 new ordinary share of GBP0.05 (a “New Ordinary Share”) (“Share Consolidation”).
If this resolution is passed, shareholders will still hold the same proportion of the Company’s ordinary share capital as before the Share Consolidation (save in respect of the minimal number of Existing Ordinary Shares to be allotted to make the number of Existing Ordinary Shares exactly divisible by 5). Other than a change in nominal value, the New Ordinary Shares will carry equivalent rights under the Company’s articles of association to the Existing Ordinary Shares.
Application will be made for the New Ordinary Shares to be admitted to trading on the NEX Exchange Growth Market in place of the Existing Ordinary Shares. Subject to the shareholder approval of resolution 6, it is expected that admission will become effective and that dealings in the New Ordinary Shares on the NEX Exchange Growth Market will commence on 28 February 2017.
Existing share certificates will cease to be valid following the Share Consolidation. New share certificates are expected to be issued by 7 March 2017.
Shareholders who hold their Existing Ordinary Shares in uncertificated form are expected to have their CREST accounts credited with the New Ordinary Shares on 28 February 2017.
Unless a Shareholder’s entitlement is for an exact number of New Ordinary Shares, a right to a fractional entitlement of a New Ordinary Shares will arise following the Share Consolidation. Should fractions of shares become attributable to members, the Directors of the Company shall deal with fractions of shares on behalf of the members, in accordance with the ways prescribed in the Company’s articles of association. Accordingly, any fractional entitlements arising from the Share Consolidation will be aggregated and sold in the market and the net proceeds will be donated to a charity designated by the Board of Directors.
The Record Time and Date for the Share Consolidation is 6 pm on Monday, 27 February 2017 and the ISIN Number for the New Ordinary Shares will be GB00BYXQZ969.
An electronic copy of the Annual Report for the year ended 31 August 2016 and the Notice of Annual General Meeting are available from the Company’s website at www.formationgroupplc.com.
Formation Group plc
Tel: +44 (0) 20 7920 7590
David Kennedy, Chief Executive Officer
Peterhouse Corporate Finance Limited (Corporate Adviser)
Tel: +44 (0) 20 7469 0930
Mark Anwyl / Fungai Ndoro
Formation Group Plc (NEX: FRM), headquartered in East London, is an NEX Exchange Growth Market traded Company focused on property development and project management services for medium and large scale building projects in London and the City periphery.
The Company’s portfolio includes both new build and conversion projects, and is also diversified through a limited exposure to commercial work and the rental sector.
The management team combines significant Plc experience with property expertise. The Company is well positioned to exploit a buoyant London residential property market, and believes that the newly added property development division will form a substantial part of its profitability in the future.