4 November 2019
World High Life PLC
(“World High Life” or the “Company”)
Proposed Share Consolidation
The Directors of World High Life PLC are pleased to announce that the Company is today posting a circular (the “Circular”) to Shareholders convening a General Meeting of the Company for 11.30 a.m. on 19 November 2019. At the General Meeting, an ordinary resolution will be proposed to approve a consolidation resulting in every 10 Existing Ordinary Shares being consolidated into 1 consolidated Ordinary Share.
An extract from the Circular is set out below. Words and expressions defined in the Circular have the same meaning in this announcement. A copy of the full text of the Circular will be available at www.worldhighlife.uk.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|Event||Expected time / date|
|Publication of this document||4 November 2019|
|Latest time and date for receipt of forms of proxy||15 November 2019 at 5:30 p.m.|
|Date and time of General Meeting||19 November 2019 at 11:30 a.m.|
|Record date for the Consolidation||19 November 2019 at 6:00 p.m.|
|Admission of New Ordinary Shares||20 November 2019 at 7:00 a.m.|
|Crediting of New Ordinary Shares in CREST||20 November 2019|
|Expected date for dispatch of New Ordinary Share certificates (where applicable)||w/c 18 November 2019|
|Conversion ratio of Existing Ordinary Shares to New Ordinary Shares||Ten (10) Existing Ordinary Shares to one (1) New Ordinary Share|
|Number of Existing Ordinary Shares in issue at close of business on 1 November 2019||140,898,091|
|Expected number of New Ordinary Shares to be in issue immediately following the Consolidation||14,089,810|
|Nominal share value following the Consolidation||£0.10|
|Existing Ordinary Share ISIN||GB00BK777P75|
|Proposed New Ordinary Share ISIN||GB00BK26FQ62|
|Proposed New Ordinary Share SEDOL||BK26FQ6|
LETTER FROM THE CHAIRMAN
Notice of General Meeting
I am writing to invite you to the General Meeting of the Company to be held on 19 November 2019 at 11:30 a.m. at the offices of Hill Dickinson LLP at 8th Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW. The notice of the General Meeting is set out on page 8 of this document.
This letter also explains why the Directors recommend that Shareholders of the Company vote in favour of the Resolution being proposed at the General Meeting.
Consolidation of Existing Ordinary Shares
The Directors are proposing the Consolidation of the Company’s issued and outstanding Ordinary Shares because they believe that it will bring the Company’s share capital into line with the size of the Company.
The terms of the proposed Consolidation are that every 10 Existing Ordinary Shares of £0.01 each will be consolidated into 1 New Ordinary Share of £0.10 each. Such New Ordinary Shares will have the same rights and be subject to the same restrictions (save as to par value) as the Existing Ordinary Shares.
To effect the Consolidation, it will be necessary to issue an additional 9 Existing Ordinary Shares so that the Company’s issued ordinary share capital is exactly divisible by 10. These additional Existing Ordinary Shares will be issued to the Company’s share registrar before the record date for the Consolidation. Since these additional shares would only represent a fraction of a New Ordinary Share, this fraction will be sold or transferred pursuant to the arrangements set out below.
In addition, the Consolidation will give rise to fractional entitlements to a New Ordinary Share where any holding is not precisely divisible by 10. No certificates regarding fractional entitlements will be issued. No Shareholder will be entitled to a fraction of a share and all fractional entitlements resulting from the consolidation are to be aggregated into whole shares and such numbers of shares so arising are to be sold by the Board and the net proceeds of sale retained by the Company.
For the avoidance of doubt, the Company is only responsible for dealing with fractions arising on registered holdings. For Shareholders whose shares are held in the nominee accounts of stockbrokers, intermediaries, or other nominees, the effect of the Consolidation on their individual shareholdings will be administered by the stockbroker or nominee in whose account the relevant shares are held. The effect is expected to be the same as for shareholdings registered in beneficial names, however, it is the stockbroker’s responsibility to deal with fractions arising within their customer accounts, and not the Company’s.
Where options and other rights have been granted in relation to the Existing Ordinary Shares, the numbers of New Ordinary Shares to which these rights apply will be adjusted to take account of the Consolidation.
Share certificates in respect of the New Ordinary Shares will be issued following the Consolidation or, in the case of uncertificated holders, Euroclear UK and Ireland Limited will be instructed to credit the CREST participant’s account with New Ordinary Shares.
Accordingly, a resolution is to be proposed at the General Meeting to consolidate the issued share capital of the Company in accordance with section 618 of the Companies Act 2006 and the Company’s Articles of Association.
Following the Consolidation, Shareholders will still hold the same proportion of the Company’s ordinary share capital as before the Consolidation.
Explanatory notes to the Notice of General Meeting
At the General Meeting, an ordinary resolution will be proposed seeking approval of the Consolidation. For the Resolution to pass, more than half of the votes cast must be in favour of the Resolution.
Action to be taken by Shareholders
Shareholders will find enclosed with this letter a Form of Proxy for use at the General Meeting. The Form of Proxy should be completed and returned in accordance with the instructions printed on it so as to arrive at the Company’s address at Hill Dickinson LLP at 8th Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW soon as possible and in any event not later than 15 November 2019 at 5:30 p.m. Completion and the return of the Form of Proxy will not prevent Shareholders from attending and voting at the General Meeting should they so wish.
The Directors unanimously believe that the Resolution is in the best interests of the Company and its Shareholders and unanimously recommend you vote in favour of the Resolution as they intend to do in respect of their own beneficial holdings in the Company which represent, in aggregate 9.58% of the Existing Ordinary Shares entitled to vote at the General Meeting.
The following definitions apply throughout this document, unless the context otherwise requires:
|“Act”||the Companies Act 2006 (as amended)|
|“Business”||a day (other than a Saturday, Sunday or public holiday) when clearing banks are open for business in the City of London|
|“Company”||World High Life PLC|
|“Consolidation”||the proposed consolidation of the Company’s ordinary share capital resulting in every 10 Existing Ordinary Shares being consolidated into 1 consolidated Ordinary Share pursuant to the resolution as set out in the Notice|
|“Directors or The Board”||the directors of the Company|
|“Existing Ordinary Shares”||the 140,898,091 Ordinary Shares of £0.01 each in issue as at the date of this document|
|“Form of Proxy”||the form of proxy for use in relation to the General Meeting, which accompanies this document|
|“General Meeting”||the general meeting of the Company to be held on 19 November 2019 at 11:30 a.m.|
|“New Ordinary Shares”||the new consolidated ordinary shares of £0.10 each in nominal value arising on completion of the Consolidation|
|“Notice”||the notice convening the General Meeting which is set out at the end of this document|
|“Ordinary Shares”||the ordinary shares of £0.01 each in the capital of the Company|
|“Resolution”||the resolution to be proposed at the General Meeting as set out in the Notice|
|“Shareholders”||person(s) who is/are registered as holder(s) of Ordinary Shares at the relevant time|
The Directors of the Company accept responsibility for the contents of this announcement.
For further information please contact:
Founder & CEO
World High Life PLC
+44 (0) 7926 397 675
NEX Exchange Corporate Adviser
For more information on World High Life please visit: www.wordhighlife.uk
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.