ULTRASIS PLC Dispatch of Circular, Notice of General Meeting and Notice of AGM
Further to the announcements made on 15 December 2014 and 2 March 2015 regarding its proposed refinancing, Ultrasis announces that it has today sent a Circular to Shareholders setting out further details of the proposed Share Capital Reorganisation, Subscription for New Ordinary Shares, Open Offer of New Ordinary Shares, New Facility Agreement, Waiver of obligation under Rule 9 of the City Code on Takeovers and Mergers and Change of Name to 365 Health Solutions plc. In aggregate, the Fundraising and New Facility will raise up to £5.375 million, before expenses.
The Circular gives notice of a General Meeting to approve the Resolutions. The General Meeting will be held at 10.00 a.m. on 14 April 2015 at the offices of finnCap Ltd, 60 New Broad Street, London, EC2M 1JJ.
The Company also gives notice of its AGM, convened for 11.00 a.m. on 14 April 2015 at the office of finnCap Ltd, 60 New Broad Street, London, EC2M 1JJ.
Circular
A Circular has been posted to Shareholders, the purpose of which is, amongst other things, to provide Shareholders with details of the Proposals, to explain the Company's current position, and to explain why the Board considers that the Subscription, New Facility and Open Offer are fair and reasonable and in the best interests of Independent Shareholders generally and the Company as a whole. The Circular explains how Qualifying Shareholders can apply for their Open Offer Entitlement pursuant to the Open Offer. Extracts from the Circular can be found below and a full copy can be found on the Company's website at http://www.ultrasisplc.com.
John Smith and Alan Kershaw are participating in the Subscription alongside Paul Bell and thus are not deemed independent. Accordingly they are not able to give any recommendation with regards to the Waiver Resolution or Resolution 8.
Settlement and dealings
Application will be made to the London Stock Exchange for the New Ordinary Shares to trading on AIM. It is expected that such Admission will become effective and that dealings in the New Ordinary Shares will commence on 15 April 2015.
Expected timetable
2015 | |
Dispatch of this document | 17 March |
Open Offer Record Date | 5.00 p.m. on 13 March |
Announcement of Open Offer | 17 March |
Existing Ordinary Shares marked 'ex' by the London Stock Exchange | 8.00 a.m. on 17 March |
Open Offer Entitlements and Excess Open Offer Entitlements credited to CREST accounts of Qualifying CREST Shareholders | 18 March |
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess Open Offer Entitlements from CREST | 4.30 p.m. on 1 April |
Latest time and date for depositing Open Offer Entitlements and Excess Open Offer Entitlements into CREST | 3.00 p.m. on 2 April |
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 7 April |
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate) | 11.00 a.m. on 9 April |
Latest time and date for receipt of Forms of Proxy for the General Meeting | 10.00 a.m. on 12 April |
General Meeting | 10.00 a.m. on 14 April |
Annual General Meeting | 11.00 a.m. on 14 April |
Reorganisation Record Date | 5.00 p.m. on 14 April |
Expected date of Admission and commencement of dealings in New Ordinary Shares | 8.00 a.m. on 15 April |
CREST accounts to be credited with New Ordinary Shares | as soon as practicable after 8.00 a.m. on 15 April |
Share certificates dispatched by | 29 April |
Note: All references to times in this timetable are to London times. The times and dates may be subject to change.
Other
Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Circular, which can be found on the Company's website http://www.ultrasisplc.com.
Documents relating to General Meeting are:
- The Circular together with the Notice of the General Meeting
- The consent Letter from finnCap referred to in paragraph 11.2 of this Part VIII
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