Milamber Ventures plc
("Milamber " or the "Company")
Notice of General Meeting
Milamber announces that notice has been sent to Shareholders convening a General Meeting of the Company to
be held at the Company's registered office, 30 Percy Street, London, W1T 2DB on 7 May 2014 at 12.30 pm.
The text below has been extracted without material adjustment from a circular that has been posted to
Shareholders of the Company(the "Circular"). Capitalised terms used but not otherwise defined in this
announcement shall have the meanings ascribed to them in the Circular. The Circular will be made available
on the Company's website.
On 28 February 2014, the Company announced, amongst other things, that it was proposing to convene a
general meeting of the Company at which proposals would be put to shareholders to reorganise the Company's
share capital and reduce the nominal value of its Existing Ordinary Shares. Implementation of the Share
Capital Reorganisation requires certain changes to be made to the Company's Articles of Association and the
Directors are therefore taking the opportunity to adopt the New Articles at the General Meeting, which will
be compliant with the 2006 Companies Act. A resolution will also be proposed at the General Meeting to
authorise the Directors to disapply pre-emption rights in relation to the allotment of shares for cash
following the Share Capital Reorganisation
I am now writing to explain the background to and the reasons for the Proposals and to explain why the
Directors believe that they are in the best interests of the Company and its Shareholders as a whole and to
seek Shareholders' approval for the Proposals at the General Meeting.
As at the close of business on 10 April 2014, the mid-price of the Company's ordinary shares as quoted on
the ISDX Growth Market was 0.825 pence per share, which represents a 17.5 per cent discount to the 1p
nominal value of the Existing Ordinary Shares.
Under the Act, the Company is prohibited from issuing ordinary shares at a discount to their nominal value.
The Company is therefore currently unable to issue shares to raise cash or as consideration for
acquisitions. This is a severe restriction on the Company's ability to implement its stated investment
strategy. The Directors are therefore proposing the Share Capital Reorganisation, which they believe will
result in a more appropriate capital structure for Milamber and enable the Company to properly execute its
investment strategy and develop its business.
Share Capital Reorganisation
The Share Capital Reorganisation will take place in two stages:
* Firstly, every 25 Existing Ordinary Shares will be consolidated into one Consolidation Share.
Consolidation Shares will not be held by Shareholders but are an integral part of the Share Capital
Reorganisation process (the "Consolidation").
* Secondly, each Consolidation Share will be sub-divided into 1 New Ordinary Share and 1 Deferred
Share (the "Sub-division").
The Consolidation will give rise to fractions of shares where a Shareholder's total holding of Existing
Ordinary Shares is not exactly divisible by 25 at the Record Date. Fractions of New Ordinary Shares will
not be allotted, instead they will be aggregated and sold for the benefit of the company. It is estimated
that the total value of all Fractions will amount to less than £3.
The table below gives some examples of the effect of the Capital Reorganisation on specific shareholdings
of Existing Ordinary Shares:
Number of Existing Ordinary Shares New Ordinary Shares issued
Pursuant to the New Articles, the Deferred Shares created by the Capital Reorganisation will be effectively
valueless as they will not carry any voting rights or dividend rights. In addition, holders of Deferred
Shares will only be entitled to a payment on a return of capital or on a winding up of the Company after
each of the holders of New Ordinary Shares have received a payment of £1,000,000 on each such share. The
Deferred Shares will not be listed or traded on the ISDX Growth Market and no share certificates will be
issued in respect of the Deferred Shares. In addition, the Board may appoint any person to act on behalf
of all the holders of the Deferred Shares to procure the transfer all such shares back to the Company (or
The rights attaching to the New Ordinary Shares will be identical in all respects to those of the Existing
Ordinary Shares. The Deferred Shares will have the rights set out in Resolution 1 in the Notice of Meeting.
If you are in any doubt about your current holding of Existing Ordinary Shares, you should contact Share
Registrars Limited on +44 (0)1252 821 390.
CREST and Share Certificates
CREST is a paperless settlement system enabling securities to be evidenced otherwise than by certificate
and transferred otherwise than by written instrument in accordance with the CREST Regulations. The Articles
and the New Articles permit the Company to issue shares in uncertificated form and the New Ordinary Shares
will be admitted to CREST.
It is expected that New Ordinary Shares will be credited to Shareholders' CREST accounts on 8 May 2014.
CREST is a voluntary system and shareholders who wish to receive and retain share certificates will be able
to do so. However, certificates representing Existing Ordinary Shares will no longer be valid if the Share
Capital Reorganisation is approved at the General Meeting. Certificates in respect of New Ordinary Shares
are expected to be posted to Shareholders by 22 May 2014.
Adoption of the New Articles
The existing articles of association are largely in line with "Table A" which was the prescribed form of
articles set out in the 1985 Companies Act. The 2006 Companies Act made substantial changes to UK company
law so it was necessary to replace Table A with the "Model Articles", which are a prescribed form of
articles under the 2006 Act. The New Articles that the Company is proposing to adopt are based on the
Model Articles and also set out the restricted rights of the deferred shares, to be issued as part of the
Share Capital Reorganisation.
The Model Articles differ in content and style from Table A and the key differences include:
* there is no longer a requirement to have a separate memorandum of association and therefore
certain provisions that used to be within the memorandum are now incorporated into the articles, for
example the statement of liability of members;
* many of the provisions that used to be in the articles are now enshrined in the 2006 Act and
therefore no longer need to be set out in the articles; and
* they now also include modern ways of communicating and participating in meetings to reflect
Apart from the rights of the deferred shares which are detailed in Resolution 1 in the notice of the GM on
page 7, the only other material change to the existing articles concerns the borrowing powers of the
directors. The existing articles restrict borrowings to four times the aggregate of the issued share
capital and reserves. Currently, based on the audited accounts to 31 March 2013, borrowings are limited to
approximately £240,000. The Directors consider this limit to be too restrictive, and so the proposed new
articles set the borrowing limit to the greater of £500,000 or four times the aggregate of the issued share
capital and reserves.
Authority to Allot New Ordinary Shares
In order to enable the Company to issue additional shares and raise funds to implement its investment
strategy, it is necessary under the Act for the Directors to seek authority from Shareholders at the
General Meeting to disapply pre-emption rights.
Given the current cash constrained position of the Company, the Directors will look to raise additional
funds following the General Meeting, subject to the Resolutions being approved by Shareholders.
Application to ISDX
Application will be made for the New Ordinary Shares to be admitted to trading on the ISDX Growth Market.
If the Share Capital Reorganisation is approved at the General Meeting, it is expected that dealings in the
New Ordinary Shares will commence on 8 May 2014.
The New Ordinary Shares will rank pari passu in all respects and will rank in full for all dividends and
other distributions hereafter declared, paid or made on the ordinary share capital of the Company.
A notice convening a General Meeting of the Company to be held at 12.30pm. on 7 May 2014 is set out at the
end of this Document.
At the General Meeting, resolutions will be proposed as follows:
Resolution 1 to approve the Share Capital Reorganisation
Resolution 2 to adopt the New Articles
Resolution 3 to authorise the Directors to allot New Ordinary Shares for cash, free from pre-emption
rights, pursuant to section 570 of the Act up to an aggregate nominal value of £40,000.
Action to be Taken
A Form of Proxy for use by Shareholders in connection with the General Meeting is enclosed with this
Document. Whether or not you propose to attend the General Meeting in person, you are requested to complete
the Form of Proxy in accordance with the instructions printed on it and to return it to the Company's
Registrars by post, or by hand during normal business hours, to Share Registrars Limited at: Suite E, First
Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL as soon as possible. Completion and return of the Form
of Proxy will not preclude you from attending the General Meeting and voting in person should you so wish.
The Directors consider the Proposals to be in the best interests of the Company and its Shareholders.
Accordingly, the Directors recommend Shareholders to vote in favour of all the Resolutions, as they intend
to do in respect of their own beneficial holdings of 2,500,000 Existing Ordinary Shares which represent
16.38% of the issued share capital of the Company.
The Directors of the Company accept responsibility for this announcement.
Milamber Ventures plc
T: 07768 875 681
Peterhouse Corporate Finance Limited
Mark Anwyl and Fungai Ndoro
T: 020 7469 0930