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DJ London Capital Group Holdings PLC Notice of AGM and Proposed Subdivision of Shares


RNS Number : 3916Q

London Capital Group Holdings PLC

05 June 2018


("LCG" or the "Company")

Notice of AGM and Proposed Subdivision of Ordinary Shares

The Company announces that notice has been sent convening an annual general meeting of the Company to be held at 77 Grosvenor Street, Mayfair, London, W1K 3JR, on 29 June 2018 at 10.00am.

In addition to the usual resolutions to be put to shareholders as part of the AGM, the Company is seeking approval for the subdivision of its ordinary shares of 5 pence each into one New Ordinary Share of 0.01p and one Deferred Share of 4.9999 pence, such Deferred Shares having the rights and being subject to the restrictions attached to them detailed in the AGM Notice. Save for the change in nominal value, the New Ordinary Shares will have the same rights and be subject to the same restrictions as the Existing Ordinary Shares.

A copy of the circular to shareholder, as well as the notice of the AGM will shortly be available on the Company's website:

The Directors of the Company accept responsibility for the contents of this announcement.


For further information, please contact:

London Capital Group Holdings PLC: 
 Mukid Chowdhury                                +44 (0)20 7456 7000 
NEX Exchange Growth Market Corporate Adviser: 
 Peterhouse Capital Limited 
 Fungai Ndoro and Guy Miller                    +44 (0)20 7469 0930 

Below is an extract of the notice that has been posted to Shareholders:

Dear Shareholder

I am pleased to enclose the notice of the Company's Annual General Meeting, to be held on 29 June 2018.

The ordinary business of the Annual General Meeting will be to receive and adopt the accounts of the Company to 31(st) December 2018, to re-appoint the auditors, and to re-elect the directors.

The special business address at the Annual General Meeting will be to receive authority to allot shares and to dis-apply pre-emption rights.

This circular also sets out details of the proposed subdivision of the Ordinary Shares of the Company.

Subdivision of share capital

The Companies Act 2006 prohibits the Company from issuing shares at a price below their nominal value. As the current mid-price of the Company's Existing Ordinary Shares is below the current nominal value of 5 pence per ordinary share, the Company will find it extremely difficult to raise additional funds via an issue of Ordinary Shares at the current trading price. It is therefore proposed that each of the Existing Ordinary Shares of 5 pence be sub-divided into one New Ordinary Share of 0.01p and one Deferred Share of 4.9999 pence, such Deferred Shares having the rights and being subject to the restrictions attached to them as set out in Resolution 10 in the Notice of Annual General Meeting.

The Deferred Shares will not entitle their holders to receive notice of or to attend or vote at any general meeting of the Company, or to receive any dividend or other distribution. On a return of capital on a winding up or dissolution of the Company, the holders of the Deferred Shares shall be entitled to receive an amount equal to the nominal amount paid up thereon, but only after the holders of New Ordinary Shares have received GBP100,000 per Ordinary Share. The holders of Deferred Shares are not entitled to any further right of participation in the assets of the Company. The Company shall have the right to purchase the Deferred Shares in issue at any time for no consideration. As such, the Deferred Shares effectively have no value. Share certificates will not be issued in respect of the Deferred Shares, and they will not be admitted to trading on the NEX Exchange.

The ISIN for the Existing Ordinary Shares is GB00B0RHGY93 and will not change as a result of the Subdivision.

Share Certificates

No new share or warrant certificates will be issued as a result of the change in the nominal value of the shares of the Company.

If you are in any doubt with regard to your current shareholding in Existing Ordinary Shares or the Subdivision, you should contact Link Asset Services Limited on 08716640300.

The New Ordinary Shares will retain the same rights as those currently accruing to the Existing Ordinary Shares (save for the change in nominal value) under the Company's ne Articles of Association, including those relating to voting and entitlement to dividends.

Action to be taken

Shareholders will find a Form of Proxy enclosed for use at the Annual General Meeting. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by the Company's Registrars, Link Asset Services Limited, by no later than 10.00 a.m. on 27 June 2018. The Form of Proxy can be delivered by post or by hand to Link Asset Services Limited, PXS1, 34 Beckenham Road, Beckenham BR3 4ZF. Completion of the Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you so wish.

Recommendation and voting intentions

The Board considers the Resolutions to in the best interests of the Shareholders and the Company as a whole. Accordingly, the Board recommends that Shareholders vote in favour of the Resolutions.

The Board also understands that GLIO will vote in favour of the Resolutions in respect of its beneficial holdings of 296,565,982 Ordinary Shares representing 78.14% of the Company's issued share capital.

Yours sincerely,

Dr Charles Poncet


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(END) Dow Jones Newswires

June 05, 2018 10:53 ET (14:53 GMT)