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Capital Reorganisation

At the Annual General Meeting held on 26 November 2014, shareholder approval was received for a consolidation and sub-division of the Company’s share capital (“Capital Reorganisation”). The Capital Reorganisation  was implemented effective 27 November 2014  and the shareholders received one consolidated ordinary share of 20 pence for existing 40 ordinary shares of 0.5 pence (“Consolidation”). Immediately following the Consolidation, each consolidated ordinary share was subdivided into one new ordinary share of 0.5 pence and one new deferred share of 19.5 pence.

Prior to the Capital Reorganisation, the Company’s ordinary share capital consisted of 4,348,552,329 ordinary shares of 0.5 pence, and subsequent to the Capital Reorganisation, the Company’s ordinary share capital consists of 108,713,809 ordinary shares of 0.5 pence with voting rights listed on AIM and 108,713,809 deferred shares of 19.5 pence with no voting rights. The new ordinary shares have the same rights and benefits as the ordinary shares which existed before the consolidation, including voting, dividend and other rights. The new deferred shares do not have any commercial value, are not tradable, and do not have any entitlement to voting or dividend rights. Shareholder certificates were not issued for the new deferred shares.

On 27 November 2014,  108,713,809 ordinary shares of 0.5 pence the new shares were admitted to trading on AIM, and trading commenced at 54 pence per share.

 

Reduction of Capital and cancellation of Deferred Shares

On 31 July 2017 the Company announced that the Court has made an order approving the reduction of the Company's capital, under the Companies Act 2006, (the "Reduction of Capital") at a hearing on 26 July 2017.  Details of the Reduction of Capital were set out in the circular to shareholders, dated 25 May 2017 (as attached below), and the proposal was approved by shareholders at the Company's Annual General Meeting held on 28 June 2017. The order of the Court and statement of capital have been delivered to and registered by the Registrar of Companies on 28 July 2017. The Reduction of Capital is now effective, the result of which is the cancellation of all issued deferred shares in the capital of the Company and the cancellation of the Company's share premium account. The Reduction of Capital does not change the number of issued ordinary shares of 0.5 pence each in the capital of the Company, which remains at 110,571,762.