TIDMOBC
RNS Number : 7107R
Online Blockchain PLC
10 March 2021
For immediate release
10 March 2021
Online Blockchain PLC
("Online Blockchain" or the "Company")
Notice of General Meeting
The Board of Online Blockchain PLC announces that the Company is
convening a General Meeting of the Company to be held at 10.30a.m.
on 9th April 2021 at Ongar Business Centre, The Gables, Fyfield
Road, Ongar, Essex, CM5 0GA. Notice of the General Meeting is being
posted to shareholders today ("Notice") . The Company is convening
the General Meeting to give the Directors authority to issue
Ordinary Shares for cash.
As a result of the Coronavirus (COVID-19) epidemic, and in line
with the restrictions on public gatherings imposed by the UK
Government, the General Meeting will be run as a closed meeting,
and shareholders will not be allowed to attend in person. This
measure is necessary in order to protect shareholders, staff and
Directors. The Company will arrange for the requirements for the
holding of the General Meeting to be satisfied by the attendance of
a Director and the Joint Company Secretary, who will form a quorum
and will ensure that the proxy votes of shareholders are recorded.
Shareholders are strongly encouraged you to vote by proxy,
appointing the Chairman of the meeting as proxy (since any other
person would not be permitted to attend and cast your vote).
A copy of the Chairman's letter which forms part of the Notice,
is set out in the Appendix without material adjustment or
amendment.
For further information please contact:
Online Blockchain PLC
Clement Chambers CEO
Tel: +44 20 3868 6702
Beaumont Cornish Limited (Nominated Adviser)
www.beaumontcornish.com
Roland Cornish/Michael Cornish
Tel: +44 (0) 207 628 3396
Throgmorton Street Capital (Joint Broker) +44 (0)203 0112 309
Monecor (London) Ltd (Joint Broker)
E lliot Hance +44 (0)207 392 1436
Cassiopeia Ltd (Investor Relations)
Stefania Barbaglio
stefania@cassiopeia-ltd.com
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. The person who arranged for the
release of this announcement on behalf of the Group was Clem
Chambers, Director.
A copy of the Notice, together with a copy of the form of proxy,
and this announcement can be found on the
Company's website at: www.onlineblockchain.io .
Appendix
Notice to Shareholders - Chairman's Letter
"Dear Shareholder
1. Introduction
Set out at the end of this document is a notice convening the
General Meeting, which will be held at 10.30a.m. on 9(th) April
2021 at Ongar Business Centre, The Gables, Fyfield Road, Ongar,
Essex, CM5 0GA. The Company is convening the General Meeting to
give the Directors authority to issue Ordinary Shares for cash as
described further below.
This letter explains the background to the Resolutions, which
are being submitted for approval at the General Meeting, and why
the Board considers that the Resolutions are in the best interests
of Shareholders as a whole.
As a result of the Coronavirus (COVID-19) epidemic, and in line
with the restrictions on public gatherings imposed by the UK
Government, I must regretfully inform you that the General Meeting
will be run as a closed meeting, and you will not be allowed to
attend in person. This measure is necessary in order to protect our
shareholders, staff and Directors.
We will arrange for the requirements for the holding of the
General Meeting to be satisfied by the attendance of a Director and
the Joint Company Secretary, who will form a quorum and will ensure
that the proxy votes of shareholders are recorded. We therefore
strongly encourage you to vote by proxy, ensuring that you appoint
the Chairman of the meeting as your proxy (since any other person
would not be permitted to attend and cast your vote).
There is enclosed the Form of Proxy to enable you to vote on the
Resolutions, so that it is received by the Company's Registrars,
Neville Registrars Limited, so as to arrive no later than 10.30a.m.
on 7th April 2021.
2. Background to and reasons for the General Meeting
In order to issue shares a company needs authority to do so
under the Companies Act. The Directors were given authority at the
2020 Annual General Meeting ("AGM") to issue Ordinary Shares under
the Companies Act. You will be aware that over the past few months
we have been able to raise funds through issues of Ordinary Shares
that should allow us to continue with the ongoing development of
our existing blockchain-based products (which as previously
reported are in the early stages of development) and to consider
new opportunities in the blockchain and decentralised finance
(Defi) space and for general working capital purposes. In doing
this we have used up our current permissions that were granted at
our AGM in December 2020, so the Directors therefore are now
convening the General Meeting to obtain further authority from
Shareholders to issue Ordinary Shares. In particular, the further
authority will provide sufficient headroom to enable the issue of
new Ordinary Shares on the exercise of the existing outstanding
warrants and options, which in aggregate amount to 2,203,997.
3. General Meeting
The General Meeting will be held at 10.30a.m. on 9(th) April
2021 at Ongar Business Centre, The Gables, Fyfield Road, Ongar,
Essex, CM5 0GA . The Notice is set out at the end of this
document.
The Resolutions to be proposed at the General Meeting are as
follows:
Resolution 1 - Authority to allot relevant securities
Resolution 1 is an ordinary resolution to authorise the
Directors under Section 551 of the Act to issue and allot Ordinary
Shares. The Act requires that the authority of Directors to allot
shares and to make offers or agreements to allot shares in the
Company or grant rights to subscribe for or convert any security
into shares ("relevant securities") should be subject to the
approval of Shareholders in a general meeting or to an authority
set out in the Company's articles of association. Accordingly,
Resolution 1 will be proposed to authorise the Directors to allot
relevant securities up to a total nominal value of GBP191,559
representing 3,831,180 new Ordinary Shares This authority will
expire on the conclusion of the Company's next annual general
meeting.
Resolution 2 - Authority to disapply pre-emption rights
Resolution 2 is a special resolution to disapply statutory
pre-emption rights under Section 571 of the Act in respect of
equity securities (as defined in Section 560 of the Act). The Act
requires that any equity shares issued wholly for cash must be
offered to existing Shareholders in proportion to their existing
shareholdings unless otherwise approved by Shareholders in general
meeting or accepted under the Company's articles of association. A
special resolution will be proposed at the General Meeting to give
the Directors authority to allot equity securities for cash other
than on a pro rata basis in respect of certain rights issues and
otherwise up to a total nominal value of GBP191,559 representing
3,831,180 new Ordinary Shares. This authority will expire on the
conclusion of the Company's next annual general meeting.
4. Recommendation
Your Board considers that the Resolutions to be proposed at the
General Meeting are in the best interests of Shareholders as a
whole and unanimously recommends that Shareholders vote in favour
of the Resolutions, as the Directors intend to do in respect of
their own beneficial shareholdings, which amount in aggregate to
2,870,006 Ordinary Shares, representing approximately 20.052%
percent. of the issued share capital of the Company (as at 3(rd)
March 2021, being the last business day before the date of this
document).
5. Action to be taken
A Form of Proxy for use by Shareholders is enclosed. You are
requested to complete the form in accordance with the instructions
thereon and return it to the Company's Registrars, Neville
Registrars Limited at Neville House, Steelpark Road, Halesowen, B62
8HD as soon as possible but in any event so as to arrive no later
than 10.30a.m. on 7th April 2021.
Yours faithfully
Michael Hodges
Executive Chairman"
ENDS
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
NOGEAPDNELEFEFA
(END) Dow Jones Newswires
March 10, 2021 02:00 ET (07:00 GMT)
Online Blockchain (LSE:OBC)
Historical Stock Chart
From Mar 2024 to Apr 2024
Online Blockchain (LSE:OBC)
Historical Stock Chart
From Apr 2023 to Apr 2024
