TIDMIAF
RNS Number : 6335W
Iafyds PLC
20 August 2015
Iafyds plc (to be renamed 365 Agile Group plc)
("Iafyds" or "the Company")
Result of General Meeting
Acquisition of 365 Agile Limited
Change of Name to 365 Agile Group plc
Placing
1 for 10,000 Share Consolidation
Re-Admission to AIM
Iafyds (AIM: IAF), is pleased to announce that all resolutions
contained in the notice of General Meeting circulated to
Shareholders on 3 August 2015 were passed at the General Meeting
held earlier today.
Following the resolutions being passed, the Company's name will
be changed to 365 Agile Group plc and completion of the acquisition
of 365 Agile Limited ("365 Agile") for an aggregate consideration
of GBP8.5 million, to be satisfied by the issue of New Ordinary
Shares, is expected to occur at 8.00 a.m. on 21 August 2015. As
from Admission, the Company's TIDM will be "365".
Placing
As previously announced, the Company has raised gross proceeds
of GBP2.24 million by way of a placing of New Ordinary Shares at 75
pence per New Ordinary Share with new and existing investors.
In addition to the Placing, 40,000 New Ordinary Shares have been
issued to each of Clive Carver and Colin Hutchinson in lieu of
payment for services to the Company.
On Admission, the following Directors will have the following
shareholdings:
Director Number of New Percentage of
Ordinary Shares issued share
held capital
Jonathan Holyhead(1) 7,419,682 44.4%
Clive Carver 40,000 0.2%
Colin Hutchinson 40,000 0.2%
(1) Of which, 2,726,483 New Ordinary Shares are held by Davinder
Sanghera, a person connected with Jonathan Holyhead within the
meaning of section 252 of the Companies Act 2006.
Share Consolidation
The Company confirms that the resolution in relation to the
Share Consolidation was approved. Therefore Shareholders will
receive one consolidated New Ordinary Share, credited as fully
paid, in place of every 10,000 Existing Ordinary Shares. The record
date for the Share Consolidation is 6.00 p.m. today, 20 August
2015. The Company's ISIN from Admission will be GB00BYY8NN14.
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for
16,682,365 New Ordinary Shares, the entire Enlarged Share Capital
of the Company, to be admitted to trading on AIM, comprising
1,005,643 New Ordinary Shares in respect of the existing issued
share capital of Iafyds, 11,333,333 New Ordinary Shares issued as
consideration in respect of the acquisition of 365 Agile, 1,266,666
Debt Conversion Shares, 10,056 New Ordinary Shares issued to
Panmure Gordon (UK) Limited as a result of the exercise of its
warrant and 3,066,667 New Ordinary Shares in respect of the
Placing. Admission is expected to take place at 8.00 a.m. on 21
August 2015.
Following Admission, the total number of New Ordinary Shares in
issue will be 16,682,365. There are no shares held in Treasury.
Accordingly, the total number of voting rights in the Company on
Admission will be 16,682,365. This figure may be used by
shareholders as the denominator for the calculations to determine
if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure and
Transparency Rules.
Change of Registered Office
As from Admission, the Company's registered office will be 100
Fetter Lane, London, EC4A 1BN.
Defined terms used in this announcement are the same as those
defined in the Admission Document dated 3 August 2015 unless the
context requires otherwise.
Contact:
365 Agile Group plc
Clive Carver, non-executive Chairman 0345 5040 365
Jonathan Holyhead, Chief Executive Officer
finnCap Limited (nominated adviser & broker)
Geoff Nash / Scott Mathieson 0207 220 0500
This information is provided by RNS
The company news service from the London Stock Exchange
END
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August 20, 2015 06:50 ET (10:50 GMT)
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