Mar City PLC Share Consolidation and Award of Options (7273V)

TIDMMAR

RNS Number : 7273V

Mar City PLC

17 December 2013

Mar City PLC

('Mar City' or 'the Company')

Share Consolidation and Award of Options

Mar City (AIM: MAR.L), the London and Midlands focused house builder, is pleased to announce further details regarding it share consolidation.

All capitalised terms in this announcement are as defined in the Circular to shareholders dated 28 November 2013 which is available on the Company's website at www.marcityplc.com.

Share Consolidation

At its General Meeting held yesterday shareholders approved, inter alia, a 1 for 10 share consolidation.

Under the Share Consolidation on the Record Date (being the close of business on 19 December 2013) the Existing Ordinary Shares will be consolidated into New Consolidated Ordinary Shares on the basis of one New Consolidated Ordinary Share for every 10 Existing Ordinary Shares.

The rights attaching to the New Consolidated Ordinary Shares will be identical in all respects to those of the Existing Ordinary Shares.

Many Shareholders will not hold at the Record Date a number of Existing Ordinary Shares that is exactly divisible by the consolidation ratio. The result of the Share Consolidation will be that such Shareholders will be left with a fractional entitlement to a resulting New Consolidated Ordinary Share.

Holders of fewer than 10 Existing Ordinary Shares would not be entitled to receive New Consolidated Ordinary Shares under the Share Consolidation. Shareholders with a holding of Existing Ordinary Shares which is greater than 10 but which is not exactly divisible by 10 would have their entitlement rounded down to the nearest whole Consolidated Share. Any fractions arising as a result of the Share Consolidation will be aggregated and sold for the best price reasonably obtainable, and the net proceeds of the sale distributed among such Shareholders unless the Directors consider that the cost of distribution would, in the reasonable opinion of the Board, be disproportionate to the amounts involved.

The Directors have decided that the costs of distributing any amounts less than GBP3 would be disproportionate to the amounts being distributed. Based on the current market price of Existing Ordinary Shares, the maximum value of any fractional entitlement will be significantly less than GBP3. Therefore, all proceeds of the sale of fractional entitlements arising as a consequence of the Share Consolidation will be sold for the benefit of the Company.

Dealings and Admission

Application has been made for the 110,292,924 New Consolidated Ordinary Shares to be admitted to trading on AIM. Dealings are expected to commence on 20 December 2013. The New Consolidated Ordinary Shares will trade under the ISIN: GB00BH2RFN56 and SEDOL: BH2RFN5.

In accordance with the provisions of the Disclosure and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following the Share Consolidation, its issued share capital will comprise 110,292,924 Ordinary Shares of 2.5 pence each. All of the Ordinary Shares have equal voting rights. The total number of voting rights in the Company is therefore 110,292,924.

This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure and Transparency Rules.

Share Options

As indicated in the Circular, the Board has now established an unapproved share option scheme and subject to admission of the New Consolidated Ordinary Shares, has awarded to each of Maggie Ryan and Tony Ryan options over 2,757,323 Ordinary Shares at 80p per share (equivalent to the Placing Price). The options are not exerciseable for three years and are only exerciseable if the Company's share price is equal to or greater than 150 pence per New Consolidated Ordinary Share.

The award of these options to Maggie Ryan and Tony Ryan constitutes a related party transaction under the AIM Rules. Hamilton Anstead and Marcus Jones, being the independent Directors in relation to the award of these options, consider, having consulted with WH Ireland, the Company's nominated adviser, that the terms of the option awards are fair and reasonable insofar as the shareholders of Mar City are concerned.

 
 Enquiries: 
 
 Mar City PLC                                    www.marcityplc.com 
 Hamilton Anstead, Non-Executive 
  Chairman                                     +44 (0) 7798 646 100 
 Marcus Jones, Finance Director                +44 (0) 20 7408 1102 
 
 WH Ireland Limited, NOMAD and                 www.wh-ireland.co.uk 
  Joint Broker 
 Mike Coe                                      +44 (0) 117 945 3470 
 
 Shore Capital, Joint Broker                        www.shorecap.gg 
 Dru Danford/Stephane Auton                    +44 (0) 20 7408 4090 
 
 Gable Communications               marcity@gablecommunications.com 
  John Bick/Justine James                      +44 (0) 20 7193 7463 
                                               +44 (0) 7872 061 007

This information is provided by RNS

The company news service from the London Stock Exchange

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