TIDMILI
RNS Number : 7486L
Imagelinx PLC
16 January 2009
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IMAGELINX PLC
("Imagelinx" or the "Company")
Capital Reorganisation
Adoption of New Articles of Association
Posting of Circular
As announced by the Company in its trading statement on the 12 January 2009, the
Company has today posted a Circular to Shareholders regarding the proposed Share
Capital Reorganisation and adoption of the New Articles.
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 the Company, should the directors consider this
appropriate, to issue New Ordinary Shares.
It is proposed that every Existing Ordinary Share with a nominal value of 5p be
sub-divided into one New Ordinary Share with a nominal value of 0.1p and one
Deferred Share with a nominal value of 4.9p. The unissued Existing Ordinary
Shares will be sub-divided into 50 New Ordinary Shares of 0.1p each.
The rights attaching to the New Ordinary Shares are set out in the New Articles.
The Deferred Shares will have very limited rights and accordingly, the Deferred
Shares will, for all practical purposes, be valueless so that the equity value
of the Company will effectively be attributed entirely to the New Ordinary
Shares. The Deferred Shares will not be admitted to trading on AIM and no share
certificates will be issued, or CREST accounts credited with Deferred Shares.
Adoption of New Articles
The Board is also seeking Shareholder approval to adopt the New Articles. This
is to update the Company's current Articles primarily to take account of changes
in English company law brought about by the CA 2006. The New Articles also
reflect the proposed changes to the share capital of the Company pursuant to the
Capital Reorganisation. A summary of the New Articles has also been sent to
Shareholders.
A General Meeting has been convened at the offices of Maclay Murray & Spens LLP,
Once London Wall, London, EC2Y 5AB AT 11.00 am on 9 February 2009 for the
purposes of considering, and if thought fit, passing the Resolution.
The Directors consider the Proposals to be in the best interests of the
Shareholders and the Company as a whole. Accordingly the Directors recommend
that Shareholders vote in favour of the Resolution proposed at the General
Meeting as they have undertaken to do in respect of their own beneficial
holdings.
The Circular and the proposed New Articles are available on the Company's web
site www.imagelinx.co.uk.
Expected timetable of events:
+----------------------------------------------+----------------------------+
| Latest time and date for receipt of Forms of | 11.00am on 7 February 2009 |
| Proxy | |
+----------------------------------------------+----------------------------+
| General Meeting | 11.00am on 9 February 2009 |
+----------------------------------------------+----------------------------+
The Definitions which apply in the Circular have been used in this announcement.
Enquiries:
Imagelinx plc
Albert Klein, Chairman Tel: +44 (0) 7801 910920
Alistair Rae, CEO Tel: +44 (0) 7736 883934
Seymour Pierce Limited
Sarah Jacobs Tel: +44 (0)20 7107 8000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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