Milamber Ventures Plc

LSE : MLVP


April 15, 2014 10:24 ET

Notice of General Meeting

                                           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.

Introduction
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.

Background
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
                       999                                        39
                      1,000                                       40
                      4,999                                      199
                      5,000                                      200
                     10,000                                      400

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
its nominee).
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
current practice.
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.

General Meeting
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:

Special Resolutions
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.

Recommendation
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.

Yours faithfully,

Andy Hasoon
Chairman
The Directors of the Company accept responsibility for this announcement.
                                                 --ENDS--

Enquiries:

Milamber Ventures plc
Andy Hasoon
T: 07768 875 681
E: Andy.hasoon@milamberventures.com
www.MilamberVentures.com

Peterhouse Corporate Finance Limited
Mark Anwyl and Fungai Ndoro
T: 020 7469 0930

Contact Information

  • Milamber Ventures Plc