Proposed Share Reorganisation Timetable and Change of Name
31 August 2023
Omega (AIM: ODX), the specialist medical diagnostics company focused on industry-leading Health and Nutrition products, announces further details of its proposed Share Reorganisation (defined below) including the proposed timetable. The Share Reorganisation was originally notified in the Company's Notice of Annual General Meeting, which was posted to shareholders on 11 August 2023.
The Annual General Meeting ('AGM') will be held on 6 September 2023 at 11.00 a.m. (BST) at Poets House, St Mary's Street, Ely, CB7 4EY.
Proposed Share Reorganisation
As at 2 August 2023, being the latest practicable date prior to publication of the Notice of AGM, the issued share capital of the Company comprised 237,685,180 ordinary shares of 4 pence each and 123,245,615 deferred shares of 0.9 pence each. The middle market share price (on AIM) of an ordinary share as at the close of business on 2 August 2023 was 2.5 pence, implying a market capitalisation of the Company of approximately £5.94 million. The Directors consider that this number of existing ordinary shares is excessive for a Company of Omega Diagnostics' market capitalisation. In addition, that price per share is less than the nominal value of an ordinary share (being 4 pence). The Companies Act 2006 provides that a company may not issue shares at a discount to nominal value. Accordingly, given the discount, the Company is not presently practicably able to raise further equity investment. Whilst the Directors have no current intention to seek to do so, it would be preferable for the Company to be in a position to raise equity investment in the future if that was considered to be in the best interests of the Company at that time.
The Company is proposing (through Resolution 8 set out in the Notice of AGM) to address all of these points by consolidating the ordinary share capital and by converting part of the nominal capital of the Company into deferred share capital. The proposed consolidation is on a 61 for 1 basis - meaning that for every 61 existing ordinary shares of 4 pence each in the capital of the Company held ('Existing Ordinary Shares'), a shareholder will receive one new ordinary share of 10 pence ('New Ordinary Shares'). The conversion of part of the nominal capital of the Company into deferred share capital is proposed to be achieved by converting the balance of the nominal capital remaining after the creation of the new ordinary shares of 10 pence each into deferred shares of 0.9 pence in the capital of the Company ('Deferred Shares'). Put simply, for every 61 existing ordinary shares of 4 pence each held, a shareholder will receive one new ordinary share of 10 pence and 260 deferred shares of 0.9 pence in the capital of the Company
The Board believes that a consolidation of the Company's Ordinary Share Capital will result in a more appropriate number of shares in issue for the Company and provide more options for the Company in the future. The Board anticipates that the Consolidation may also help to make the Company's shares more attractive to investors and may result in a narrowing of the bid/offer spread, thereby improving liquidity.
Change of Name
Recognising the recent refocusing of the Group's activities on its Health and Nutrition business, the Directors propose that the name of the Company be changed to Cambridge Nutritional Sciences PLC. If the proposed change of name is approved by shareholders, then it is intended that the new London Stock Exchange ticker for the Company will be LON: CNSL. The change of name of proposed in Resolution 9 of the Notice of Annual General Meeting.
Further Details of the Share Reorganisation
Issuance of New Ordinary Shares
Under the Share Reorganisation, 39 new Ordinary Shares will be issued at a price of £0.04 per Ordinary Share (being the nominal value of the Ordinary Shares) to ensure that as part of the Share Reorganisation an exact whole number of Consolidated Shares will be issued. It is expected that these 39 additional Ordinary Shares will be admitted to trading on AIM on 6 September 2023. As a result of this allotment the number of Existing Ordinary Shares in issue immediately prior to the General Meeting will be 237,685,219.
Then, every 61 Existing Ordinary Shares that are in issue at the Record Date (as such term is defined below) will be consolidated ('Consolidation') into a consolidated ordinary share of £0.10 each ('Consolidated Shares'). Each Consolidated Share will subsequently be subdivided ('Subdivision') into one New Ordinary Share of £0.10 each and 260 Deferred Shares of £0.009 each.
Most Shareholders will not, at the Record Date, hold a number of Existing Ordinary Shares that are exactly divisible by the consolidation ratio. The result of the Share Reorganisation, if approved, will be that such Shareholders will be left with a fractional entitlement to a resulting New Ordinary Share. Where the proceeds to which a shareholder would be entitled from the sale of the fractional entitlements would amount to less than £1.50, in accordance with the Articles, such amounts will not be distributed to the relevant shareholders and will be aggregated and donated to charity by the Company.
The New Ordinary Shares will have the same rights and restrictions as the Existing Ordinary Shares as set out in the Amended Articles (as such term is defined in Resolution 8 of the Notice of AGM). Save for changes resulting from fractional entitlements, your pro rata holding of the share capital of the Company will not change as a result of the Share Reorganisation.
Application will be made to the London Stock Exchange for the (1) 39 new Ordinary Shares and the (2) New Ordinary Shares to be admitted to trading on AIM ('Admission'), and (3) the Change of Name to take effect.
Subject to Resolution 8 being passed, dealings in the Existing Ordinary Shares will cease at 6.00 p.m. (BST) on 6 September 2023, and it is expected that admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. (BST) on 7 September 2023. Following Admission, the share capital of the Company will be comprised of 3,896,479 New Ordinary Shares.
Each New Ordinary Share shall carry one vote on a poll taken at a general meeting. No Existing Ordinary Shares are held in treasury, and therefore, it is not expected that there will be any New Ordinary Shares held in treasury immediately following the Share Reorganisation. Accordingly, the total number of voting rights immediately following the Share Reorganisation will be 3,896,479, and this figure may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Existing share certificates will cease to be valid following the Share Reorganisation. New share certificates, in respect of the New Ordinary Shares, will be issued by first class post at the risk of the Shareholder within 10 business days of Admission. No certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to the Deferred Shares. No application will be made for the Deferred Shares to be admitted to trading on AIM or any other investment exchange.
A CREST Shareholder will have their CREST account credited with their New Ordinary Shares following Admission, which is expected to be on 7 September 2023.
Expected Timetable of Principal Events
Publication of Notice of AGM
11 August 2023
Latest time and date for return of Form of Proxy for AGM
11.00 a.m. (BST) on 4 September 2023
11.00 a.m. (BST) on 6 September 2023
Announcement of the result of AGM
6 September 2023
Record Date and final date for trading in Existing Ordinary Shares
6.00 p.m. (BST) on 6 September 2023
Expected Admission to trading on AIM of the New Ordinary Shares arising from the Share Reorganisation
8.00 a.m. (BST) on 7 September 2023
Despatch of definitive share certificates in respect of the New Ordinary Shares to be held in certificated form, if applicable
Within 10 business days of Admission
- The above times and/or dates are indicative only and may change. If any of the above times and/or dates change, the revised times and/or dates will be notified by announcement through a Regulatory Information Service.
- All the above times refer to London time unless otherwise stated.
- All events listed in the above timetable concerning the Share Reorganisation are conditional on the passing of Resolutions 8 and 9 at the Annual General Meeting.
Proposed Capital Reorganisation
Number of Existing Ordinary Shares in issue at the date of this announcement
Number of Existing Ordinary Shares expected to be in issue on the Record Date
Conversion ratio of Existing Ordinary Shares to Consolidated Shares
Subdivision of each Consolidated Share
into one New Ordinary Share and 260 Deferred Shares
Total number of New Ordinary Shares in issue following Share Reorganisation
Nominal value of each Existing Ordinary Share
Nominal value of each New Ordinary Share
ISIN code for New Ordinary Shares
SEDOL code for Consolidated Shares
Omega Diagnostics Group PLC
Jag Grewal, Chief Executive Officer
via Walbrook PR
Tel: 020 7220 0500
Geoff Nash / Edward Whiley / George Dollemore (Corporate Finance)
Nigel Birks / Harriet Ward (ECM)
Walbrook PR Limited
Tel: 020 7933 8780 or [email protected]
Paul McManus / Lianne Applegarth
Mob: 07980 541 893 / 07584 391 303
Mob: 07502 558 258
About Omega Diagnostics Group PLC
Omega (AIM: ODX) is a specialist medical diagnostics company focused on industry-leading Health and Nutrition products.