Notice of Annual General Meeting
Impact Holdings (UK) plc
Notice of Annual General Meeting
Proposed Capital Reorganisation
Impact Holdings (UK) plc (AIM: IHUK), the specialist lending business, is
pleased to announce that the Company's Annual General Meeting ('AGM') will be
held at the offices of the Company's solicitors, Pannone LLP of 123 Deansgate,
Manchester M3 2BU at 10:00 am on Wednesday 5th November 2008.
The resolutions proposed for the AGM include a Capital Reorganisation, such
that the 113,333,333 shares of 5p each ('Ordinary Shares') currently in issue
will, through an initial subdivision and subsequent consolidation, change the
issued share capital to principally comprise of 1,133,334 shares of 50p each
('New Ordinary Shares')
Set out below is a Letter from the Chairman of Impact Holdings (UK) plc
recommending that shareholders vote in favour of the Resolutions, and an
extract from the Circular:
1. Introduction
The Company has today announced that the Annual General Meeting for the Company
will be held on Wednesday 5th November 2008 and that, in addition to dealing
with the usual business of the AGM, its Directors are proposing to effect a
Capital Reorganisation.
The purpose of this document is to provide you with information on, and to
outline the reasons for, the Capital Reorganisation and to explain why the
Board considers it to be in the best interests of the Company and Shareholders
as a whole, and why it recommends that you vote in favour of the Resolutions
required, to effect the Capital Reorganisation. Notice of the AGM and a form of
proxy for use at the AGM are enclosed with this document.
2. Background to and reasons for the Capital Reorganisation
Capital Reorganisation
The Board believes that a Capital Reorganisation would help improve the
marketability of the Company's share capital. Currently the Act prevents the
Company from issuing new shares as the market price is below the nominal value
of its Ordinary Shares. The Capital Reorganisation will, through the
Subdivision initially, reduce the nominal value of each Ordinary Share from 5p
to 0.5p (thereby taking it below the current market price and allowing further
shares to be issued in the future) and then through the Share Consolidation
immediately thereafter, increase the nominal value of each Ordinary Share to
50p (maintaining it below the consolidated market price) allowing the market to
reduce the relative size of the spread of bid-offer prices available to
investors and thereby reduce the costs associated with dealings in the
Company's New Ordinary Shares. This process is outlined in more detail in Part
1 of this document below. The Board unanimously recommends that Shareholders
approve the Capital Reorganisation.
The Directors have convened an AGM for 10 a.m. on 5th November 2008, at which
Shareholders will be asked to consider, and if thought fit, approve the
Resolutions (which includes those required to implement the Capital
Reorganisation). Details of the AGM and the Resolutions are contained in the
Notice of AGM set out at the end of this document.
As all ordinary shareholdings in the Company will be subject to the Capital
Reorganisation, Shareholders' percentage holdings in the issued share capital
of the Company will (save in respect of fractional entitlements) remain
unchanged.
Following the Capital Reorganisation, the Company's authorised ordinary share
capital will comprise 5,000,000 New Ordinary Shares and 45,000,000 New B
Ordinary Shares and, assuming no further Ordinary Shares are issued between the
date of this circular and the Capital Reorganisation becoming effective (other
than those referred to in paragraph 1 of Part 1), the issued share capital will
comprise 1,133,334 New Ordinary Shares and 10,200,006 New B Ordinary Shares.
The New Ordinary Shares will have the same rights, including voting and
dividend rights, as the Existing Ordinary Shares. The New B Ordinary Shares
will have no voting rights, no dividend rights and only limited rights on a
return of capital. Accordingly they will have no economic value.
Further details of the Capital Reorganisation are set out in Part 1 of this
document below.
Taxation
A summary of the taxation consequences of the Capital Reorganisation for
certain categories of UK resident Shareholders is set out in paragraph 6 of
Part 1 of this document below.
As set out in more detail in that paragraph, the Directors have been advised
that UK resident Shareholders should not be treated as having made a disposal
of their Existing Ordinary Shares for the purposes of UK taxation of chargeable
gains as a result of the Capital Reorganisation.
Shareholders should read paragraph 6 of Part 1 and, if they are in any doubt as
to their tax position, should consult their professional advisers regarding
their own tax position.
3. Annual General Meeting
You will find at the end of this document a notice convening an Annual General
Meeting of the Company to be held at 10.00a.m. on Wednesday 5th November 2008
at the offices of the Company's Solicitors, Pannone LLP, 123 Deansgate,
Manchester M3 2BU. At the Annual General Meeting six ordinary resolutions and
two special resolutions will be proposed.
Resolutions 1, 2, 3, 6 and 8 deal with the usual business of the AGM.
Resolution 4 deals with the Subdivision, Resolution 5 the Share Consolidation
and Resolution 7 deals with the amendments to the Company's Articles of
Association as a result of the Share Reorganisation.
In relation to Resolution 6, this gives the Directors the authority under
section 80 of the Act to allot Ordinary Shares in the Company up to an
aggregate nominal amount of either £283,350 (representing approximately 50% of
the issued ordinary share capital if the Resolutions effecting the Capital
Reorganisation are approved) or £2,833,350 (representing approximately 50% of
the issued ordinary share capital if the Resolutions effecting the Capital
Reorganisation are not approved).
In relation to Resolution 8, this gives the Directors the authority under
section 95 of the Act to allot Ordinary Shares in the Company for cash on a non
pre-emptive basis up to an aggregate nominal amount of either £141,670
(representing approximately 25% of the issued ordinary share capital if the
Resolutions effecting the Capital Reorganisation are approved) or £1,416,670
(representing approximately 25% of the issued ordinary share capital if the
Resolutions effecting the Capital Reorganisation are not approved).
The Directors have no current intention of exercising all or any part of these
new authorities at the present time and they will only do so if, in their
opinion, it would be in the best interests of Shareholders.
4. Action to be taken
A form of proxy for use by Shareholders in connection with the Annual General
Meeting accompanies this document. Whether or not you intend to be present at
the Annual General Meeting you are requested to complete and sign the form of
proxy and return it to the Company at its registered office Manchester
International Office Centre, Styal Road, Manchester, M22 5WB, as soon as
possible and, in any event, so as to arrive no later than 10.00a.m. on Monday
3rd November 2008.
Unless the form of proxy is received by the date and time specified above, it
will be invalid. The completion and return of the form of proxy will not
prevent you from attending the Annual General Meeting and voting in person if
you so wish.
5. Further informat
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