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DJ World High Life PLC Proposed Sub-Division

TIDMLIFE

RNS Number : 4334H

World High Life PLC

24 March 2020

24 March 2020

World High Life PLC

("World High Life" or the "Company")

Proposed Sub-Division

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 
 

TRANSACTION STATISTICS

 
 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 
 

Dear Shareholder

Notice of General Meeting

Introduction

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.

Recommendation

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.

Yours faithfully

David Stadnyk

Chairman

DEFINITIONS

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 
  ma@peterhousecap.com          +44 (0) 20 7138 3224 
  af@peterhousecap.com          Camilla.horsfall@blytheweigh.com 
                                Megan.ray@blytheweigh.com 
 

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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

NEXUSOVRRVUOUAR

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March 24, 2020 11:42 ET (15:42 GMT)