DJ World High Life PLC Proposed Sub-Division
RNS Number : 4334H
World High Life PLC
24 March 2020
24 March 2020
World High Life PLC
("World High Life" or the "Company")
The Directors of World High Life PLC are pleased to announce that the Company is today posting a circular (the "Circular") to Shareholders convening a General Meeting of the Company for 3 p.m. on 14 April 2020. At the General Meeting, an ordinary resolution will be proposed to approve a sub-division, resulting in every Existing Ordinary Share being sub-divided into 10 New Ordinary Shares.
An extract from the Circular is set out below. Words and expressions defined in the Circular have the same meaning in this announcement. A copy of the full text of the Circular will be available at www.worldhighlife.uk.
"EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Expected time / date Publication of this document 24 March 2020 Latest time and date for receipt of forms 8 April 2020 at 3:00 of proxy p.m. Date and time of General Meeting 14 April 2020 at 3:00 p.m. Last day of dealing in Existing Ordinary 14 April 2020 Shares Record date for the Sub-Division 14 April 2020 at 6:00 p.m. Admission effective and commencement of 15 April 2020 at 7:00 dealings in the New Ordinary Shares a.m. CREST accounts credited with the New Ordinary 15 April 2020 Shares in uncertificated form Expected date for despatch of definitive w/c 20 April 2020 share certificates for New Ordinary Share
Conversion ratio of Existing Ordinary Shares One (1) Existing Ordinary to New Ordinary Shares Share to ten (10) New Ordinary Shares Number of Existing Ordinary Shares in issue at close of business on 23 March 2020 14,240,908 Expected number of New Ordinary Shares to be in issue immediately following the Sub-Division 142,409,080 Nominal share value following the Sub-Division 1 pence ISIN for Existing Ordinary Shares GB00BK26FQ62 ISIN for New Ordinary Share GB00BMDY1P48 SEDOL for New Ordinary Share BMDY1P4
Notice of General Meeting
I am writing to invite you to the General Meeting of the Company to be held on 14 April 2020 at 3:00 p.m. at the offices of Hill Dickinson LLP at 8(th) Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW. The notice of the General Meeting is set out on page 7 of this document.
This letter also explains why the Directors recommend that Shareholders of the Company vote in favour of the Resolution being proposed at the General Meeting.
Sub-Division of Existing Ordinary Shares
The Directors have elected to explore a dual listing in North America and the advice received in connection with this proposal requires that the Company undertake a Sub-Division of the Company's issued and outstanding Ordinary Shares to increase the number of Ordinary Shares in issue.
The terms of the proposed Sub-Division are that every 1 Existing Ordinary Share of 10 pence each will be sub-divided into 10 New Ordinary Shares of 1 pence each. Such New Ordinary Shares will have the same rights and be subject to the same restrictions (save as to nominal value) as the Existing Ordinary Shares.
Where options and other rights have been granted in relation to the Existing Ordinary Shares, the numbers of New Ordinary Shares to which these rights apply will be adjusted to take account of the Sub-Division.
Share certificates in respect of the New Ordinary Shares will be issued following the Sub-Division or, in the case of uncertificated holders, Euroclear UK and Ireland Limited will be instructed to credit the CREST participant's account with New Ordinary Shares.
Accordingly, a resolution is to be proposed at the General Meeting to subdivide the issued share capital of the Company in accordance with section 618 of the Companies Act 2006 and the Company's Articles of Association.
Following the Sub-Division, Shareholders will still hold the same proportion of the Company's ordinary share capital as before the Sub-Division.
Explanatory notes to the Notice of General Meeting
At the General Meeting, an ordinary resolution will be proposed seeking approval of the Sub-Division. For the Resolution to pass, more than half of the votes cast must be in favour of the Resolution.
Action to be taken by Shareholders
Given the uncertainty surrounding Coronavirus (COVID-19) and the travel restrictions that may result, the Directors encourage Shareholders to vote by Form of Proxy. Shareholders will find enclosed with this letter a Form of Proxy for use at the General Meeting. The Form of Proxy should be completed and returned in accordance with the instructions printed on it so as to arrive at the offices of Hill Dickinson LLP at 8(th) Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW soon as possible and in any event not later than 3:00 p.m. on 8 April 2020. Completion and the return of the Form of Proxy will not prevent Shareholders from attending and voting at the General Meeting should they so wish.
The Directors unanimously believe that the Resolution is in the best interests of the Company and its Shareholders and unanimously recommend you vote in favour of the Resolution as they intend to do in respect of their own beneficial holdings in the Company which represent, in aggregate 9.69% of the Existing Ordinary Shares entitled to vote at the General Meeting.
T he following definitions apply throughout this document, unless the context otherwise requires:
"Act" the Companies Act 2006 (as amended);
"Business Day" a day (other than a Saturday, Sunday or public holiday) when clearing banks are open for business in the City of London;
"Company" World High Life PLC; "Directors" or the "Board" the directors of the Company;
"Existing Ordinary Shares" the 14,240,908 ordinary shares of 10 pence each in the capital of the Company in issue as at the date of this document;
"Form of Proxy" the form of proxy for use in relation to the General Meeting, which accompanies this document;
"General Meeting" the general meeting of the Company to be held on 14 April 2020 at 3:00 p.m.;
"New Ordinary Shares" the 142,409,080 ordinary shares of 1 pence each in the capital of the Company arising on completion of the Sub-Division;
"Notice" the notice convening the General Meeting which is set out at the end of this document;
"Resolution" the resolution to be proposed at the General Meeting as set out in the Notice;
"Shareholders" person(s) who is/are registered as holder(s) of Existing Ordinary Shares at the relevant time;
"Sub-Division" the sub-division of the Existing Ordinary Shares resulting in every 1 Existing Ordinary Share being sub-divided into 10 New Ordinary Shares pursuant to the Resolution."
The Directors of the Company accept responsibility for the contents of this announcement.
For further information please contact:
David Stadnyk Founder & CEO World High Life PLC +44 (0) 7926 397 675 info@worldhighlife. uk AQSE Corporate Adviser Mark Anwyl/Allie Feuerlein Financial PR Peterhouse Capital Limited Camilla Horsfall/ Megan Ray +44 (0) 20 7469 0930 Blytheweigh email@example.com +44 (0) 20 7138 3224 firstname.lastname@example.org Camilla.email@example.com Megan.firstname.lastname@example.org
For more information on World High Life please visit: www.worldhighlife.uk
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
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(END) Dow Jones Newswires
March 24, 2020 11:42 ET (15:42 GMT)