27 Nov, 2006 Invox PLC (BRV) Circular and Annual Report
Invox PLC
27 November 2006
Invox plc
Proposed Placing, Capital Reorganisation and Change of Name; Board changes;
Publication of Annual Report and Accounts
The Company's Report and Accounts for the year ended 30 June 2006 are published
today. The Annual General Meeting ('AGM') of the Company will take place at 10:
00 am on 21 December 2006 and will be preceded by an Extraordinary General
Meeting ('EGM') at 9.45 that day.
A Circular is also being sent to shareholders today in which the Company
announces a number of proposed measures to strengthen its balance sheet,
principally a conditional placing of 23,226,667 New Ordinary Shares at a Placing
Price of 7.5p per New Ordinary Share to raise £1,742,000 before expenses. The
net proceeds of the Placing will be used to reduce the Group's existing
indebtedness to Barclays and provide additional working capital.
It is also proposed to reduce the Company's share capital and share premium
account. One effect of these measures will be to reduce the nominal value of
the Company's shares to 1p.
The Placing and other measures will be subject to shareholder approval at the
EGM. Resolutions to effect the above are set out in the Notice of EGM. The
Circular sets out the details of, and the reasons for, the proposed Placing and
the Reduction of Capital, and recommends that shareholders vote in favour of the
Resolutions at the EGM.
The Company further announces the appointment of David Stirling, currently
finance director of the Group's internet service provision business, as a
director of the Company. David will take over as finance director of the Group
from Jerry Reidy following the AGM.
Mr Steven Tucker and Mr Charles Fairbairn have also agreed to join the Board,
subject to shareholder approvals at the AGM and EGM. It is anticipated that Mr
Fairbairn will be appointed Chairman of the Company at a meeting of the Board to
be convened at the conclusion of the AGM.
Stephen Hargrave and Jerry Reidy will retire at the conclusion of the AGM and
will not stand for re-election. The Company intends to strengthen the Board
further in the coming months by the recruitment of one or more independent
non-executive directors.
The wording of the Circular is attached to this announcement, below.
Enquiries
Stephen Hargrave, Chairman - 020 7242 0735
Jerry Reidy, Finance Director - 01295 201 240
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt about the contents of this document and/or the action you should take,
you are recommended to seek your own personal financial advice immediately from
your stockbroker, bank manager, solicitor, accountant or other independent
financial adviser duly authorised under the Financial Services and Markets Act
2000, as amended.
If you have sold or otherwise transferred all of your holding of Ordinary
Shares, you should immediately forward this document, together with the
accompanying form of proxy, as soon as possible, to the purchaser or transferee
or to the stockbroker, bank or other agent through whom the sale or transfer was
effected for onwards transmission to the purchaser or transferee. However, such
documents should not be forwarded to or transmitted in or into the United
States, Canada, Australia, Japan, the Republic of Ireland or South Africa and
any failure by you to comply with such restriction may constitute a violation of
the securities laws of such jurisdictions. If you have sold or transferred only
part of your holding in Ordinary Shares you should retain these documents.
Application will be made for the Placing Shares to be admitted to trading on the
AIM market of the London Stock Exchange ('AIM'). It is expected that admission
will become effective and that dealings will commence in the Placing Shares on
22 December 2006. The Placing Shares will be issued free of expenses and will,
on issue, rank pari passu in all respects with the existing Ordinary Shares in
issue, including the right to receive all dividends and distributions declared,
made or paid after the date of issue.
_________________________________________________________________________
INVOX PLC
(Incorporated in England and Wales under the Companies Act 1985 with registered
number 3917504)
Capital Reorganisation
Placing of 23,226,667 New Ordinary Shares of 1p each at 7.5p per share
Board Changes
Change of Name to Brightview plc
Notice of Extraordinary General Meeting
_________________________________________________________________________
Numis Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively as nominated
adviser and broker for Invox Plc and for no-one else in connection with this
document and will not regard any other person as its client or be responsible to
any person other than Invox Plc for providing the protections afforded to
clients of Numis Securities Limited and is not advising any other person in
relation to the transaction referred to or contemplated by this document.
The distribution of this document in certain jurisdictions may be restricted by
law. No action has been taken by the Company or Numis Securities Limited that
would permit possession or distribution of this document in any jurisdiction in
which action for that purpose is required, other than in the United Kingdom.
Persons in whose possession this document comes should inform themselves about
and observe any such restrictions. Any failure to comply with such restrictions
may constitute a violation of the securities laws of any such jurisdiction.
This document does not constitute an offer to the public to sell or issue or the
solicitation of an offer from the public to buy or subscribe for Ordinary Shares
in any jurisdiction.
The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933 (as amended) or under the securities laws of any
state of the United States or under any of the relevant securities laws of
Canada, Australia, Japan, the Republic of Ireland or South Africa. Accordingly,
unless an exception under such act or relevant securities law is available, the
Placing Shares may not be offered, sold, re-sold or delivered, directly or
indirectly, in or into the United States, Canada, Australia, Japan, the Republic
of Ireland or South Africa.
Notice of an Extraordinary General Meeting of the Company to be held at 9.45a.m.
on 21 December 2006, is set out at the end of this document. The Form of Proxy
for use at the EGM accompanies this document and, to be valid, should be
completed and returned in accordance with the instructions set out thereon as
soon as possible but in any event so as to reach the Company's registrars,
Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West
Midlands B63 3DA, by not later than 9.45a.m. on 19 December 2006. Completion of
a Form of Proxy will not prevent a Shareholder from attending the meeting and
voting in person.
Notice of the Annual General Meeting of Invox plc, to be held at 10.00a.m. on 21
December 2006 or, if later, immediately following the conclusion of the EGM,
together with the form of proxy therefor, is set out at the end of the Company's
annual report for the year ended 30 June 2006 which is being sent to
shareholders together with this document
DEFINITIONS
The following definitions apply throughout this document unless the context
requires otherwise:
'Act' Companies Act 1985, as amended
'Admission' the effective admission of the Placing Shares to trading
on AIM in accordance with the AIM Rules
'AGM' the annual general meeting of the Company to be held
immediately following the EGM
'AIM' the market of that name operated by the London Stock
Exchange
'AIM Rules' the rules of the London Stock Exchange governing the
admission to, and operation of, AIM
'Articles' the articles of association of the Company
'Barclays' Barclays Bank Plc, the principal bankers to the Group
'Brightview' Brightview Group Limited, a subsidiary of the Company,
and its subsidiaries
'Capital Reorganisation' the proposed Sub-division and the Reduction of Capital
as more fully explained in Part I of this document
'Company' or 'Invox' Invox Plc
'Court' the Companies Court of the High Court of Justice of
England and Wales, Chancery Division
'Deferred Shares' deferred shares of 49p each in the capital of the
Company, arising from the Capital Reorganisation
'Directors' or 'Board' the directors of the Company whose names are set out on
page 6 of this document
'Effective Date' the date on which the Reduction of Capital takes effect
being the date on which the Court order is registered by
the Registrar of Companies
'Extraordinary General Meeting' the Extraordinary General Meeting of the Company to be
or 'EGM' held at 9.45 a.m. on 21 December 2006, notice of which
is set out at the end of this document
'Enlarged Issued Share Capital' the issued share capital attributable to the New
Ordinary Shares as enlarged by the issue of the Placing
Shares
'Form of Proxy' the form of proxy accompanying this document for use by
Shareholders
'Group' the Company and its subsidiaries as at the date of this
document
'London Stock Exchange' London Stock Exchange plc
'Namulas' Namulas Pension Trustees Limited
'New Ordinary Shares' ordinary shares of 1p each in the capital of the Company
arising from the Capital Reorganisation
'Notice of EGM' the notice of EGM which is set out at the end of this
document
'Numis' Numis Securities Limited
'Ordinary Shares' existing ordinary shares of 50p each in the capital of
the Company
'Placing Price' 7.5p per Placing Share
'Placing Shares' 23,226,667 New Ordinary Shares
'Placing' the conditional placing by Numis, as agent for the
Company, of the Placing Shares at the Placing Price
'Proposals' the Placing, the Capital Reorganisation, the appointment
of the Proposed Directors and the change of name of the
Company to Brightview Plc
'Proposed Directors' Steven Tucker and Charles Fairbairn
'Reduction of Capital' the proposed reduction of the Company's share capital
and reduction of its share premium account by cancelling
£2,452,000 of the amount standing to the credit of such
account as proposed by the third Resolution
'Resolutions' the Shareholders' resolutions set out in the Notice of
EGM
'Shareholders' holders of Ordinary Shares and, following the
Sub-division New Ordinary Shares and Deferred Shares
'Sub-division' the proposed sub-division of each issued Ordinary Share
into one New Ordinary Share and one Deferred Share and
each unissued Ordinary Share into 50 New Ordinary Shares
PLACING STATISTICS
Placing Price 7.5p
Number of Placing Shares being issued 23,226,667
Estimated net proceeds of the Placing £1,671,500
Percentage of Enlarged Issued Share Capital represented by the Placing Shares 52 per cent.
Number of New Ordinary Shares in issue following completion of the Placing 44,810,106
Market capitalisation immediately following Admission at the Placing Price £3,360,757
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for receipt of Forms of Proxy 9.45a.m. on 19 December 2006
Extraordinary General Meeting 9.45a.m. on 21 December 2006
Dealings in Placing Shares commence on AIM and CREST accounts credited in 22 December 2006
respect of the Placing Shares to be held in uncertificated form
Despatch of definitive share certificates in respect of the Placing Shares to 29 December 2006
be held in certificated form
PART I - LETTER FROM THE CHAIRMAN
Invox Plc
(Registered in England and Wales with number 3917504)
Directors: Registered Office:
Stephen Hargrave (Non-Executive Chairman) 9-10 Grafton Street
Jerry Reidy (Financial Director) London W1S 4EN
David Laurie (Executive Director)
David Stirling (Financial Director Designate) Dated 27 November 2006
Dear Shareholder,
Proposed Placing, Capital Reorganisation and Change of Name
1. Introduction
The Company has announced today a conditional placing of 23,226,667 New Ordinary
Shares at a Placing Price of 7.5p per New Ordinary Share to raise approximately
£1,742,000 before expenses. The proceeds of the Placing will be used to reduce
the Group's existing indebtedness to Barclays and for working capital.
In order for the Placing to be effected, it is necessary to seek Shareholders'
approval to (inter alia) the Sub-division and authorise the Directors to allot
the Placing Shares. It is also proposed to reduce the Company's share capital
and share premium account. Resolutions to effect the above are set out in the
Notice of EGM. This letter sets out the details of, and the reasons for, the
Placing and the Reduction of Capital, recommends that you vote in favour of the
Resolutions at the EGM and explains what action you need to take.
2. Reasons for the Placing
The Company announced on 9 October 2006 the disposal of its Home Gaming
Business. Invox now intends to concentrate on its broadband business and change
its name to Brightview Plc. Resolution Two to be put to Shareholders at the EGM
will, if passed, effect this change.
The Group anticipates that it will be in breach of the financial covenants
contained in its facility agreement with Barclays during the current financial
period to 30 June 2007. It also anticipates that in the absence of an equity
fundraising it will not be able to meet its repayment obligations to Barclays
during that period. Barclays and the Company have agreed to a restructuring of
the Group's banking facilities. The Directors anticipate that part of the
proceeds of the Placing will be used to meet the Company's restructured
repayment obligations to Barclays.
In these circumstances, the Directors believe that the time and cost of making a
general offer of New Ordinary Shares to all Shareholders would not be in the
best interests of the Company. The Company has discussed the situation as a
matter of urgency with a number of its larger shareholders, several of whom have
agreed to participate in the Placing.
3. Current Trading
In the opinion of the Directors, recent trading at Brightview has been
encouraging. Shareholders are referred to the Chairman's Statement in the
Company's Annual Report and Accounts of today's date for more detailed comment.
4. Use of Proceeds
The net proceeds of the Placing receivable by the Company are expected to be
approximately £1,671,500, which will be applied to reduce the Group's
indebtedness to Barclays and provide additional working capital.
5. Details of the Placing and Admission
A number of Directors and Proposed Directors, as well as others, have agreed to
subscribe for the Placing Shares at a price of 7.5p per Placing Share, to raise
£1,742,000 in aggregate before expenses. The Placing is conditional, inter
alia, on the passing of the first Resolution and Admission taking place by 29
December 2006 (or such later date as Numis and the Company shall agree). The
Placing is also conditional on the new banking facilities agreed between the
Company and Barclays remaining in force as at Admission. The Placing is not
being underwritten. Certain of the Directors and Proposed Directors have agreed
to subscribe for Placing Shares as follows:
Name of Director/Proposed Director Amount Subscribed
David Laurie £50,000
David Stirling £12,000
Charles Fairbairn £75,000
Steven Tucker £600,000
Stephen Hargrave £75,000
Jerry Reidy £30,000
Details of the holdings of the Proposed Directors, both before and after
completion of the Placing, are set out in paragraph 1 of Part II of this
document.
The Placing Shares, once issued, will rank pari passu with the New Ordinary
Shares created as part of the Capital Reorganisation (see section 7 below)
including the right to receive all dividends and other distributions thereafter
declared, made or paid. The Placing Shares are expected to be admitted to
trading on AIM on 22 December 2006.
By virtue of holding more than 10 per cent of the issued share capital of the
Company, as at the date of this document, Namulas, one of the placees who are
subscribing £600,000 for 8,000,000 Placing Shares taking their holding from
14.13% to 24.66%, are deemed by the AIM Rules to be a related party to the
Placing. Pursuant to these rules, the Directors have consulted with Numis, the
Company's nominated advisor, to confirm that the terms of such participation are
fair and reasonable.
6. Board Changes
The Company has announced today the appointment of David Stirling, currently
finance director of the Group's internet service provision business, as a
director of the Company. David will take over as finance director of the Group
from Jerry Reidy following the AGM.
Mr Steven Tucker and Mr Charles Fairbairn have agreed to join the Board,
provided that the first Resolution is approved by Shareholders at the EGM.
Their appointment will also be subject to Shareholder approval at the AGM, which
is scheduled to take place immediately following the EGM. It is anticipated that
Mr Fairbairn will be appointed Chairman of the Company at a meeting of the Board
to be convened at the conclusion of the AGM.
Brief summaries of the recently appointed director and the Proposed Directors
are set out below:
David Stirling (aged 55)
David is a chartered accountant who joined Brightview in July 2001. Prior to
joining Brightview he was Finance Director of Surgical Innovations plc, an
AIM-listed medical equipment company where he was involved with two fundraising
and re-listing exercises, the second involving a merger with another medical
product development company. He was Group Financial Controller of OMI
International plc, a company listed on the London Stock Exchange and involved in
engineering design and electronics manufacture, and spent 10 years as a
management consultant with Coopers & Lybrand, where many of his assignments were
in the telecommunications sector. He has also held directorships of two other
internet services companies.
Michael Charles Fairbairn (aged 44)
Charles is a chartered accountant with many years' experience in the media
sector and in growing entrepreneurial companies. Previously, he worked for
Pearson plc, both as finance director of Pearson New Entertainment Limited, a
start-up division with interests in computer publishing (and which was sold to
Apax Partners in 1998 for £142 million), and as group chief accountant. Charles
is currently a non-executive director of AIM listed companies Research Now plc,
Statpro Group plc, Imagesound plc and Bright Things plc.
Steven Tucker (aged 49)
Steven is an entrepreneur who founded a car parking business, Europarks Limited
in 1976. Through organic growth, it reached a staff of 750 based in UK, Ireland
and the west coast of America. He managed the disposal of this business to
National Car Parks in 1991 and his other interests were sold to a variety of
purchasers in 1991-1994. He has invested in a number of private and AIM listed
companies since then and continues to look at new opportunities. He has
recently returned to the UK after 14 years living overseas.
Further details on David Stirling, Charles Fairbairn and Steven Tucker, which
are required to be disclosed by the AIM Rules, together with details of the
terms of their appointment, are set out in Part II of this Circular.
Stephen Hargrave and Jerry Reidy will retire by rotation at the AGM and will not
stand for re-election. The Company intends to strengthen the Board further in
the coming months by the recruitment of one or more high-calibre independent
non-executive directors. As Mr Tucker does not qualify under corporate
governance best practice as an independent non-executive director, he intends to
step down form the Board in due course provided a suitable candidate to replace
him can be identified.
7. Capital Reorganisation
7.1 Sub-division
Company law prevents a company from issuing shares at a discount to the nominal
value of its shares. Since the proposed Placing Price of 7.5p per share is
below the current nominal value of the Ordinary Shares (50p), the Sub-division
needs to be implemented to enable the Placing to proceed. It is proposed that:
• each issued Ordinary Share will be subdivided into one New Ordinary Share
of 1p and one Deferred Share of 49p;
• each unissued Ordinary Share will be subdivided into 50 New Ordinary Shares
of 1p each; and
• each Deferred Share may be transferred to the Company or its nominee for
nil consideration.
It is important to note that, following the Sub-division, each Shareholder will
hold the same number of New Ordinary Shares as they did Ordinary Shares (without
taking into account any Placing Shares subscribed for). A Shareholder's pro
rata holding of Ordinary Shares will not be affected by the creation of the
Deferred Shares. The Deferred Shares have very limited rights (which are set
out in paragraph (C) of the first Resolution and are therefore effectively
valueless. Economically, therefore, shareholders should be no worse off as a
result of this reduction in nominal value. Similarly, the Sub-division will not
affect Shareholders' voting, dividend or other rights. The Directors have been
advised that, as a result of the Capital Reorganisation, the existing base cost
of each Shareholders' holding of Ordinary Shares will become the base cost of
their holding of New Ordinary Shares and that there should be no liability to UK
tax by reason of the creation of the Deferred Shares.
New share certificates will be issued in respect of the New Ordinary Shares
issued pursuant to the Placing following completion of the Placing. The
existing share certificates representing existing Ordinary Shares will continue
to be valid following the Sub-division. No share certificates will be issued in
respect of the Deferred Shares.
7.2 Reduction of Capital
The proposals for a reduction of capital and cancellation of the amount
currently standing to the credit of the Company's share premium account aim to
eliminate the deficit on the Company's profit and loss account and, subject to
appropriate funds being available for the purpose, bring closer the prospective
date on which a dividend payment could be made to Shareholders.
Whilst the balance on the Company's profit and loss account remains in deficit,
the Company cannot declare a dividend on its Ordinary Shares due to prohibitions
under the Act. The aggregate of the proposed Reduction of Capital is greater
than the current deficit on the profit and loss account of the Company.
Accordingly, subject to the protection of the creditors of the Company (as
explained below), that amount will be available for distribution by the Company
in due course.
The proposed Reduction of Capital will not result in any reduction in the net
assets of the Company and no capital will be returned to Shareholders as part of
the proposals. It will instead enable the Company both to eliminate the deficit
in its profit and loss account and to create distributable profits. The deficit
has arisen because of write downs in the value of the Company's investments
following trading losses incurred and the value of the Company's investments in
its subsidiaries following the disposal of its Home Gaming Division, and other
trading losses sustained.
The Reduction of Capital requires approval by Shareholders by special resolution
at an Extraordinary General Meeting and subsequent confirmation by the Court.
Accordingly, this Circular also contains information regarding the proposed
Reduction of Capital. Provided that the proposed second Resolution is passed by
Shareholders, the Company will make an application to the Court for the
confirmation of the Reduction of Capital. The Company will take such steps and
give such undertakings to the Court as it may be advised are appropriate for the
protection of its creditors.
Details of the Company's issued and paid up are given in paragraph 8 below.
The audited balance sheet of the Company at 30 June 2006 shows a deficit on
profit and loss account of £6,530,000. The Act prohibits the payment of
dividends or any other distribution by a company while there is a deficit on
profit and loss account and therefore unless and until the said deficit is
eliminated and sufficient funds available for the purpose, the Company is unable
to pay dividends to its Shareholders. A company may reduce its share capital
and/or share premium account if so authorised by its Articles of Association, if
it obtains the approval, by special resolution, of its shareholders and if the
reduction is confirmed by the Court. The sum arising from a reduction of share
capital and/or share premium account can be applied to reduce or eliminate any
deficit on the profit and loss account. The Board is therefore seeking approval
of Shareholders at the EGM to reduce the Company's share capital by cancellation
of the Deferred Shares (£10,575,885.11) and by cancelling in its entirety the
amount standing to the credit of the share premium account as at the date of
this Circular (£2,452,000) and to credit the aggregate amounts over and above
the profit and loss deficit to a new distributable reserve which, subject to the
protection of the interests of the Company's creditors in accordance with an
undertaking given to the Court, could be used, inter alia, for paying dividends
to Shareholders.
Deferred Shares
The Deferred Shares which are proposed to be cancelled will be created on the
proposed sub-division of the existing issued Ordinary Shares. The Deferred
Shares will have no rights to vote or to participate in dividends and carry
limited rights on any return of capital (whether on a liquidation or otherwise).
There is no requirement for the holders of the Deferred Shares either to
receive notice of or to give their consent to the proposed cancellation of the
Deferred Shares.
Subject to the Reduction of Capital becoming effective, it is proposed to amend
the Articles of Association to remove any references to the Deferred Shares.
Share Premium Account
The share premium account of the Company has a current balance of £2,452,000. A
credit is made to the share premium account when shares are issued at a price
greater than their nominal value. A share premium account is a capital account
of the Company and the uses to which it may be put are restricted by statute.
However, as explained above the share premium account can, with the approval of
shareholders and confirmation by the Court, be reduced or cancelled and the
profit arising upon the reduction or cancellation applied in eliminating the
deficit on the profit and loss account.
Court Approval
If the second Resolution is passed at the Extraordinary General Meeting it is
proposed that an application will be made as soon as practical to the Court to
confirm the Reduction of Capital.
In considering the Company's application for confirmation of the Reduction of
Capital, the Court will, amongst other things, be concerned to ensure that the
interests of the Company's creditors will not be adversely affected. It is for
this reason that the Board will seek to obtain, where possible, the written
consent of the Company's creditors to proceed with the Reduction of Capital.
With regard to the creditors whose written consent cannot be obtained the
Company will be required to give such undertakings or other form of creditors'
protection as the Court may require. It is currently anticipated that the
creditor protection required by the Court will take the form of an undertaking
from the Company to treat certain sums as undistributable until all creditors of
the Company who are creditors on the Effective Date have either been discharged
or have given their consent to the Reduction of Capital.
8. Share Capital
Details of the current share capital of the Company and the share capital of the
Company following completion of the Capital Reorganisation and the Placing are
set out below:
The authorised and issued fully paid share capital of the Company as at the date
hereof is set out below:
Authorised Issued
£ Number £ Number
15,000,000 30,000,000 Ordinary Shares of 50p 10,791.72 21,583,439
Immediately following completion of the Placing (but before cancellation of the
Deferred Shares as part of the Reduction of Capital), the authorised and issued
fully paid share capital of the Company will be as follows:
Authorised Issued
£ Number £ Number
4,424,114.89 442,411,489 Ordinary Shares of 1p 448,101.06 44,810,106
10,575,885.11 21,583,439 Deferred Shares of 49p 10,575,885.11 21,583,439
9. Options
The Company proposes in due course to grant options exercisable over New
Ordinary Shares to certain directors and senior executives and to adopt share
option schemes and a share incentive plan.
10. Extraordinary General Meeting and Action to be Taken
The Placing is conditional on, inter alia, the approval of Shareholders of the
first Resolution which is to be sought at the EGM convened for 9.45 a.m. on 21
December 2006 and other conditions set out in paragraph 5 above. You will find
set out at the end of this document a notice convening the EGM at which the
Resolutions, as summarised below, will be proposed as a special resolutions:
First Resolution
To:
• sub-divide each issued Ordinary Share into one New Ordinary Share and one
Deferred Share;
• sub-divide each authorised but unissued Ordinary Share into 50 New Ordinary
Shares;
• amend the Articles of Association of the Company to set out the rights
attaching to the Deferred Shares;
• authorise the Directors to allot New Ordinary Shares generally pursuant to
Section 80 of the Act;
• disapply Section 89(1) of the Act to authorise the Directors to allot New
Ordinary Shares (including the Placing Shares) for cash non-pre-emptively.
Second Resolution
To change the name of the Company to Brightview Plc
Third Resolution
To
• cancel the Deferred Shares and £2,452,000 of the amount standing to the
credit of the share premium account.
• further amend the Articles of Association of the Company by removing all
references to the Deferred Shares following the Court Order.
You will find enclosed a Form of Proxy for use at the EGM. Whether or not you
intend to be present in person at the EGM, you are requested to complete, sign
and return the Form of Proxy to the Company's Registrars, Neville Registrars
Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA as soon
as possible and in any event so as to arrive no later than 9.45 a.m. on 19
December 2006. Completion and return of the Form of Proxy will not prevent you
from attending the EGM and voting in person if you wish.
Shareholders need take no other action in relation to the Placing.
11. Recommendation
The Directors, having consulted with Numis, consider the terms of the Placing to
be fair and reasonable and the Proposals generally to be in the best interests
of the Company and Shareholders as a whole. Accordingly, the Board recommends
that you vote in favour of the Resolutions to be proposed at the EGM as they
have irrevocably undertaken to do in respect of their aggregate shareholding of
2,245,209 Ordinary Shares, representing 10.4 per cent. of the issued ordinary
share capital of the Company at the date of this document.
Yours faithfully,
Stephen Hargrave
Chairman
PART II
Information on the Proposed Directors and Substantial Shareholders
1. Directors' and Proposed Directors' Interests
As at the date of this document and as expected to be immediately following the
Placing and Admission, the interests of the Directors and the Proposed Directors
and their immediate families in the share capital of the Company: (i) which
would have been notified to the Company pursuant to sections 324 and 328 of the
Act; or (ii) which would have been required to be disclosed in the Register of
Directors' Interests pursuant to section 325 of the Act; or (iii) which are
interests of a person connected (within the meaning of section 346 of the Act)
with a Director which would, if the connected person were a Director, be
required to be disclosed under (i) or (ii) above and the existence of which is
known to or could with reasonable diligence be ascertained by the Directors are
as follows:
Name Number of % of the Number of New % of issued
Ordinary issued Ordinary Ordinary
Shares prior Ordinary Shares Share Capital
to the Share capital following the following the
Placing prior to the Placing Placing
Placing
David Laurie 477,574 2.21 1,144,241 2.55
David Stirling 24,599 0.11 184,599 0.41
Charles Fairbairn 73,000 0.34 1,073,000 2.39
Steven Tucker 1,577,000 7.31 9,577,000 21.37
Stephen Hargrave 1,060,041 4.91 2,060,041 4.60
Jerry Reidy 682,995 3.16 1,082,995 2.42
2. Additional Information on the Directors and Proposed Directors
2.1 In addition to directorships of the Company, David Stirling and the
Proposed Directors hold or have held the following directorships or have
been partners in the following partnerships within the five years prior to
the date of this document:
Proposed Director Current Directorships and Past Directorships and
Partnerships Partnerships
David Stirling Abbey Endoscopy Limited Abbey Surgical Limited
Abbey Surgical (Holdings) Limited Inprint (Litho) Limited
Abbey Surgical (Surrey) Limited Lontec Group Limited (in
Brightview Group Limited liquidation)
Brightview Internet Services Testworth Limited
Limited Cambridge Diagnostic Systems
Lontec Holdings Limited Limited
Reedbest Properties Limited Lontec Litho Limited
Madasafish Limited Chandler CIS International
Limited
Charles Fairbairn Statpro Group Plc CCO Capital plc
Imagesound Plc Directcast Network Plc
Research Now Plc Crunchwell Ltd
Crunchwell Services Ltd Eagle Eye Telematics Plc
Bright Things Plc Acre 526 plc
Granica Ltd
Perspective Capital plc
Growth Capital Invest Ltd
Steven Tucker None None
2.2 Mr Stirling was a director at the time of (or had resigned within a period
of 12 months before) the following companies going into liquidation:
ParkerDart Ltd, which was dissolved on 15 February 2000 with a deficiency
to creditors of £200,000 of which £103,000 was owed to shareholders;
Testworth Limited, which was placed into liquidation on 27 June 2001 with a
deficiency to creditors of £730,000 of which £640,000 was owed to the
parent company; and Lontec Group Limited, which was placed into liquidation
on 24 May 2006 and where there is an estimated deficiency to creditors of
£150,000.
Mr Fairbairn was a director of Europe On-Line (London) Limited and resigned
on 23 February 1996, being the date the company was sold by its owner,
Pearson New Entertainment Limited. This company was subject to a
creditors' voluntary liquidation which was approved by its shareholders and
creditors on 31 July 1996. At the date of such liquidation a total of
£3,003,640 was owed to its creditors.
Mr Fairbairn was appointed a director of Directcast Network plc on 19 March
2001 and ceased to be a director on 7 December 2004 when the company was
dissolved and struck off the register. At the time of the dissolution the
company owed approximately £500,000 to its shareholders.
2.3 Save as disclosed in paragraph 2.2 above, none of the directors or Proposed
Directors has:
(a) any unspent convictions in relation to indictable offences;
(b) had any bankruptcy order made against him or entered into any voluntary
arrangements;
(c) been a director of a company which has been placed in receivership,
compulsory liquidation, creditors' voluntary liquidation, administration,
been subject to a voluntary arrangement or any composition or arrangement
with its creditors generally or any class of its creditors whilst he was a
director of that company or within the 12 months after he ceased to be a
director of that company;
(d) been a partner in any partnership which has been placed in compulsory
liquidation, administration or been the subject of a partnership voluntary
arrangement whilst he was a partner in that partnership or within the 12
months after he ceased to be a partner in that partnership;
(e) been the owner of any assets or a partner in any partnership which has been
placed in receivership whilst he was a partner in that partnership or
within the 12 months after he ceased to be a partner in that partnership;
(f) been publicly criticised by any statutory or regulatory authority
(including recognised professional bodies); or
(g) been disqualified by a court from acting as a director of any company or
from acting in the management or conduct of the affairs of a Company.
3. Terms of Appointment of Proposed Directors
3.1 On 27 November 2006, David Stirling was unconditionally appointed a
director of the Company on a starting salary of £80,000 per annum plus
£5,000 car allowance and private health insurance. His employment can be
terminated on 4 months notice on either side. He will take over Jerry
Reidy's role as Finance Director upon Jerry Reidy's resignation immediately
after the AGM.
3.2 Each of Steven Tucker and Charles Fairbairn will be proposed for election
as directors at the AGM.
Invox plc
(Registered in England and Wales No. 3917504)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE is hereby given that an Extraordinary General Meeting of Invox Plc ('the
Company') will be held at 9.45 a.m. on 21 December 2006 at 9-10 Grafton Street,
London, W1S 4EN for the purpose of considering and, if thought fit, passing the
following resolutions which will be proposed as special resolutions:
SPECIAL RESOLUTIONS
1 THAT:
(A) each ordinary share of 50p in the capital of the Company in issue at the
date of the passing of this Resolution be sub-divided into 1 new ordinary
share of 1p each ('New Ordinary Share') and 1 deferred share of 49p each
('Deferred Share') with each class of shares having the rights and being
subject to the restrictions set out in the Articles of Association as
amended pursuant to paragraph (C) of this Resolution;
(B) each authorised but unissued ordinary share of 50p each in the capital of
the Company be sub-divided into 50 new ordinary shares of 1p each;
(C) the Articles of Association of the Company be amended by the deletion of
existing Article 3 in its entirety and by the substitution in its place of
the following new Article:
'3.1 The authorised share capital of the Company at the date of amendment
of these Articles is £15,000,000 divided into 442,411,489 ordinary
shares of 1p each ('Ordinary Shares') and 21,583,439 deferred shares
of 49p each ('Deferred Shares'). Each Deferred Share has the rights
and is subject to the restrictions hereinafter mentioned.
3.2 The Deferred Shares shall have the following rights and restrictions:
(a) a holder of Deferred Shares shall not by virtue of or in respect
of his or her holding of Deferred Shares, have the right to
receive notice of any general meeting of the Company nor the
right to attend, speak or vote at any such general meeting;
(b) the Deferred Shares shall not entitle their holders to receive
any dividends or other distribution;
(c) the Deferred Shares shall on a return of assets on a winding up
entitle their holders only to the repayment of the amount paid up
on such shares after payment of the capital paid up on the
Ordinary Shares plus the payment of £10,000,000 per Ordinary
Share; and
(d) the Company shall have irrevocable authority at any time after
the passing of this Resolution adopting this Article 3 to appoint
any person to execute on behalf of the holders of the Deferred
Shares a transfer thereof and/or an agreement to transfer the
same, without making any payment to the holders thereof, to such
person as the Company may determine as custodian thereof and/or
to cancel the same, without making any payment to the holders
thereof and/or acquire the same (in accordance with the
provisions of the Companies Act 1985) without making any payment
to or obtaining the sanction of the holders thereof and pending
such transfer and/or cancellation and/or purchase to retain the
certificate of such shares.'
3.3 The Ordinary Shares shall rank pari passu in all respects and the
holders of Ordinary Shares shall be entitled to attend and vote at any
general meeting of the Company.
(D) That the directors be and they are hereby generally and unconditionally
authorised in accordance with the Companies Act 1985 ('the Act') to
exercise all powers of the Company to allot relevant securities within the
meaning of Section 80 of the Act up to the aggregate nominal amount of the
authorised but unissued ordinary share capital of the Company immediately
following the passing of this Resolution, provided that the authority
hereby conferred shall operate in substitution for and to the exclusion of
any previous authority given to the Directors pursuant to Section 80 of the
Act and shall expire on the date falling 5 years from the date of the
passing of this Resolution unless such authority is renewed, varied, or
revoked by the Company in General Meeting save that the Company may at any
time before such expiry make an offer or agreement which might require
relevant securities to be allotted after such expiry and the directors may
allot relevant securities in pursuance of such offer or agreement as if the
authority hereby conferred had not expired.
(E) That the directors be and they are hereby empowered pursuant to Section 95
of the Act to allot equity securities (as defined in Section 94 of the Act)
for cash as if Section 89(1) of the Act did not apply to any such allotment
pursuant to the general authority conferred on them by Part D of this
Resolution above (as varied from time to time by the Company in General
Meeting) PROVIDED THAT such power shall be limited to:
(a) the allotment of equity securities in connection with a rights issue
or any other pre-emptive offer in favour of holders of equity
securities where the equity securities respectively attributable to
the interests of all such holders are proportionate (as nearly as may
be) to the respective amounts of equity securities held by them
subject only to such exclusions or other arrangements as the directors
may consider appropriate to deal with fractional entitlements or legal
or practical difficulties under the laws of or the requirements of any
recognised regulatory body in any territory or otherwise;
(b) the allotment of the Placing Shares, as such term is defined in the
circular of the Company to its shareholders dated 27 November 2006
('Circular') of which this notice forms part; and
(c) the allotment (otherwise than pursuant to sub paragraphs (a) and (b)
above) of equity securities up to an aggregate nominal amount of
£112,025 representing 25% of the issued share capital of the Company
as enlarged by the Placing (as defined in the Circular).
and the power hereby conferred shall operate in substitution for and to the
exclusion of any previous power given to the directors pursuant to Section
95 of the Act and shall expire on whichever is the earlier of the
conclusion of the Annual General Meeting of the Company held in 2007 or the
date falling 15 months from the date of the passing of this Resolution
unless such power is renewed or extended prior to or at such meeting except
that the Company may before the expiry of any power contained in this
Resolution make an offer or agreement which would or might require equity
securities to be allotted after such expiry and the directors may allot
equity securities in pursuance of such offer or agreement as if the power
conferred hereby had not expired.
2. That the name of the Company be changed to Brightview Plc.
3. THAT:
(A) the share premium account of the Company be reduced by cancelling
£2,452,000 of the amount standing to the credit of such account; and
(B) subject to Resolution 1 above being passed, the capital of the Company be
and is hereby reduced by cancelling all of the 21,583,439 deferred shares
of 49p each (created by paragraph (A) of Resolution 1 above) in the capital
of the Company.
(C) subject to and conditional upon the Order obtained from the High Court
confirming the reduction of capital of the Company proposed by Resolution
3(A) and (B) above becoming effective the Articles of Association of the
Company be amended further by the deletion of existing Article 3 in its
entirety and by the substitution in its place of the following new Article:
'The authorised share capital of the Company at the date of adoption of
these Articles is £4,424,114.89 divided into 442,411,489 Ordinary Shares of
1p each.'
but that, save as aforesaid, the Articles of Association of the Company
shall remain in full force and effect and unaltered.
By order of the Board
Jerry Reidy
Secretary
Dated: 27 November 2006
Notes:
1. A member entitled to attend and vote at the meeting may appoint one or more
proxies to attend and, on a poll, to vote instead of him. A proxy need not
be a member of the Company.
2. The instrument appointing a proxy and any authority under which it is
executed (or a copy of such authority certified notarially) must be
deposited at the Company's Registrars, Neville Registrars, Neville House,
18 Laurel Lane, Halesowen, West Midlands B63 3DA not less than 48 hours
before the time for holding the meeting and in default will not be treated
as valid.
3. A pre-paid form of proxy is enclosed. Returning a form of proxy will not
preclude a member from attending and voting at the meeting in person should
they wish to do so.
4. The Company, pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, specifies that only these members registered in the
register of members of the Company as at 9.45a.m. on 21 December 2006 shall
be entitled to attend and vote at the meeting in respect of the number of
shares registered in their name at this time. Changes to entries in the
register of members after that time shall be disregarded in determining the
right of any person to attend or vote at this meeting.
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