Capital Reorganisation


 

TIDMTWE 
 
RNS Number : 0318M 
Twenty PLC 
21 January 2009 
 

Twenty plc 
 
 
("Twenty" or "the Company") 
 
 
Capital Reorganisation 
 
 
 
 
Twenty has today posted a circular to shareholders regarding the proposed 
Capital Reorganisation. 
 
 
 
 
Reasons for the Capital Reorganisation 
 
 
The Company is proposing to implement the Capital Reorganisation in order to 
reduce the nominal value of the Existing Ordinary Shares to below the recent 
trading price thus enabling Twenty, should the Directors consider this 
appropriate, to issue New Ordinary Shares. 
 
 
In addition, on 19 December 2006, Twenty entered into the Share Purchase 
Agreement with, amongst others, Prof. Martin Clarke who is now a non-executive 
Director. Under the Share Purchase Agreement, Twenty acquired the entire issued 
share capital of Emaginating Limited for a maximum consideration of GBP85,000 
payable in cash. 
 
 
The consideration payable under the Share Purchase Agreement has now been fixed 
at GBP85,000 in accordance with the provisions in the Share Purchase Agreement. 
However, to preserve Twenty's cash reserves, the sellers (the "Sellers") have 
agreed that, subject to the Capital Reorganisation being approved by 
Shareholders at the General Meeting, the cash consideration due to be paid to 
the Sellers will be retained by Twenty and used to pay up to 6,800,000 
Consideration Shares to be issued to the Sellers. Assuming that the Resolutions 
are passed, the Consideration Shares will represent approximately 12.34 per 
cent. of the issued share capital of the Company following their 
issue. Application will be made for the Consideration Shares to be admitted to 
trading on AIM, which, assuming the Resolutions are passed, is expected to take 
place on 16 February 2009. 
 
 
The Directors of Twenty, with the exception of Martin Clarke who is involved in 
the transaction as a related party, consider, having consulted with Daniel 
Stewart & Company plc, Twenty's nominated adviser, that the terms of the 
variation to the Share Purchase Agreement are fair and reasonable insofar as 
Shareholders are concerned. 
 
 
 
 
Structure of the Capital Reorganisation 
 
 
It is proposed that each Existing Ordinary Share of 10 pence in nominal value be 
sub-divided into one New Ordinary Share of 0.1 pence in nominal value and one 
new Deferred Share of 9.9 pence in nominal value. The New Ordinary Shares of 0.1 
pence each so created will continue to carry the same rights as attach to the 
Existing Ordinary Shares of 10 pence each (save for the reduction in nominal 
value). The Deferred Shares will have no value and will not be traded. 
 
 
The New Ordinary Shares arising on completion of the Capital Reorganisation will 
have the same rights as the Existing Ordinary Shares, including, without 
limitation, the same voting, dividend and other rights. 
 
 
The Deferred Shares will be transferable only with the prior written consent of 
Twenty and will not be admitted to trading on any market or exchange. No share 
certificates will be issued in respect of them. 
 
 
The Deferred Shares will not confer on their holders any right to receive notice 
of any general meeting of Twenty nor any right to attend, speak or vote at any 
such meeting. They will not entitle their holders to receive any dividend or 
other distribution and on a return of assets in a winding up of Twenty they 
entitle the holders only to the repayment of the nominal value of such shares 
after the amount paid to holders of the issued New Ordinary Shares exceeds 
GBP1,000,000 for each issued New Ordinary Share. 
 
 
As the number of Ordinary Shares in issue before and after the Capital 
Reorganisation will be the same, it has been determined by Twenty, and confirmed 
by an independent adviser (being Twenty's auditors) that it is fair and 
reasonable not to make any adjustments to the particulars of either the Warrants 
or Options held in the Company. 
 
 
A general meeting has been convened at 249 Midsummer Boulevard, Milton Keynes 
MK9 1EA at 10.00 a.m. on 13 February 2009 for the purposes of considering, and, 
if thought fit, passing the Resolutions. 
 
 
The Directors, other than Martin Clarke who has agreed to abstain from voting on 
the Resolutions as an interested party, consider that the Capital Reorganisation 
is in the best interests of Twenty and the Shareholders as a whole. The 
Directors unanimously recommend that you vote in favour of the Resolutions as 
they intend to do in respect of their own beneficial holdings which represent 
approximately 15.72 per cent. of the issued share capital of Twenty at the date 
of this announcement. 
 
 
 
 
The Circular is available on the Company's website www.twentyplc.com 
 
 
The Definitions which apply in the Circular have been used in this announcement. 
 
 
 
 
For further information, please contact: 
 
 
Twenty plc 
Ian Lancaster, Chief Executive OfficerTel: 01908 829 300 
 
 
Daniel Stewart & Company plc 
Graham Webster/Charlotte Stranner    Tel: 020 7776 6550 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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