22 March 2024
Secured Property Developments Plc
("SPD" or the "Company")
Notice of General Meeting
Capital Reorganisation
Change of name to Mollyroe Plc
New Investment Strategy
Notice of General Meeting
Secured Property Developments Plc is pleased to announce that it has posted a
Circular to Shareholders, containing a notice of General Meeting to be held at
10:30 a.m. on 29 April 2024 at the offices of Peterhouse Capital Limited, Third
Floor, 80 Cheapside, London , EC2V 6EE.
A copy of the Circular will shortly be available at: http://spdplc.online/
Shareholders will be asked to approve, inter alia, a capital reorganisation its
Ordinary Shares, change its name to Mollyroe Plc, adopt a new investment
strategy, receive dis-application of pre-emption rights and receive authority to
allot ordinary shares.
Paul Ryan, Executive Director of the Company commented: "We are pleased to be
offering these proposals as we set the Company on a new footing with its
proposed new investment strategy. This strategy if approved, is to focus on
opportunities in the technology sector, initially with opportunities in
spatial computing and intelligent natural interfaces that are the next computing
paradigm which will fundamentally change human and machine interaction".
Share Consolidation and Share Sub-Division
It is proposed to consolidate and sub-divide the Ordinary Shares of £0.20 on a
one for 0.05 basis, into 40,275,480 Ordinary Shares of £0.0001 each. Therefore,
assuming the Resolutions pass, the figure of 40,275,480 should be used by
Shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the FCA's Disclosure
Guidance and Transparency Rules.
861,740 post Share Consolidation (included in the 40,275,480 Ordinary Shares of
£0.0001) new Ordinary Shares will be allotted for advisory services, in lieu of
cash, on passing the Resolutions.
Change of name to Mollyroe Plc
The Company is also proposing to change its name to Mollyroe Plc, trading with
the ticker "MOY".
New Investment Strategy
The Directors are also proposing the adoption of a new Investment Strategy, with
a particular focus on opportunities in the technology sector.
A copy of the Executive Director's letter, the expected timetable of principal
events and definitions sections contained in the Circular are set out in full
below of this announcement without material amendment or adjustment.
The Directors of the Company accept responsibility for the contents of this
announcement.
Enquiries
Company:
Paul Ryan - Executive Director
spdplconline@gmail.com
Peterhouse Capital Limited
Financial Adviser and Corporate Broker
Guy Miller and Charles Goodfellow
+ 44 (0)20 7469 0930
21 March 2024
To Shareholders
Notice of General Meeting
AND
Share Consolidation
Sub-Division
Change of name to Mollyroe Plc
Adoption of new Investing Strategy
Electronic Communications
Authority to allot new Ordinary Shares and dis-application of pre-emption rights
1. Introduction
This Circular sets out the background to and the reasons the adoption of an
Investment Strategy and other matters to be proposed at the General Meeting. It
also explains why the Directors consider the Proposals to be in the best
interests of the Company and Shareholders as a whole and why they recommend that
Shareholders should vote in favour of the Resolutions to be proposed at the
General Meeting.
On 20 December 2023, the Company announced the on-market purchase of ordinary
shares in the Company equating to approximately 29.16% of the issued share
capital, from outgoing Directors of the Company. The new Directors, Paul Ryan
and Noel Lyons, bought 143,627 Ordinary Shares each, equating to 7.29%
respectively of the issued share capital of the Company.
Conditional upon the approval of the Proposals at the General Meeting, the
Company will adopt a new investing strategy, further described below in
paragraph 5.
A notice convening a General Meeting at 10:30 a.m. on 29 April 2024, at the
offices of Peterhouse Capital Limited, Third Floor, 80 Cheapside, London , EC2V
6EE, to consider the Resolutions, is set out at the end of this Circular.
2. Directors Warrants and Broker Warrants
Please read this paragraph in conjunction with paragraph 4 below "Share
Consolidation, Share Sub-Division"
It is also intended that Directors shall be awarded share purchase warrants to
subscribe for up to 3,000,000 new Ordinary Shares in aggregate, at an exercise
price of £0.008 each (post Share Consolidation) and valid for a period of 5
years from the date of issuance, vesting immediately on award (Directors
Warrants), subject to the Resolutions being approved:
In the event that all or part of such Directors Warrants are exercised within 24
months from the date of issuance, then the holder shall receive, upon exercise
of each warrant, one new bonus warrant with an exercise price of £0.013 (post
Share Consolidation) each, expiring on the[ ]5[th] anniversary of issue and
vesting immediately on award.
Additionally, conditional on the Proposals being approved by Shareholders at the
General Meeting, the Company has agreed to issue Peterhouse with broker warrants
to subscribe for 3,000,000 new Ordinary Shares, exercisable at £0.008 (post
Share Consolidation) and valid for a period of 5 years (Broker Warrants) upon
approval of the Resolutions. The Company has also conditionally agreed to issue
the Excession Trust with warrants to subscribe for 3,000,000 new Ordinary
Shares, exercisable at £0.008 (post Share Consolidation) and valid for a period
of 5 years upon approval of the Resolutions. Peterhouse and the Excession Trust
will be granted one new bonus warrant on the same terms as the Directors
Warrants, referred to in the paragraph immediately above.
Neither the Directors Warrants nor the Broker Warrants/Excession Trust warrants
will be admitted to trading on the Aquis Growth Market.
Conditional on approval of the Proposals, the Directors Ordinary Shares and
Directors Warrants in the Company will be as follows:
Directors Ordinary Directors Ordinary Shares Ordinary
Shares (post Warrants on exercise of Shares as a %
Share (post Share all of
Consolidation) Consolidation) Directors the Enlarged
Warrants (post Share Capital
Share
Consolidation)
Noel 2,872,540 3,000,000 5,872,540 14.90%
Lyons
Paul Ryan 2,872,540 3,000,000 5,872,540 14.90%
The Company intends to undertake further grants of warrants to employees,
consultants and Directors following the passing of the Resolutions. The
Directors expect to issue warrants up to approximately 10% of the Company's
issued share capital from time to time. It is expected that these warrants will
have a life to expiry of 5 years from the date of grant. The Directors will be
mindful that any warrants granted, in respect of the size of the Company, will
be in accordance with Quoted Company Alliance guidelines.
3. Dis-application of pre-emption rights and authority to allot shares
It is noted that at the Annual General Meeting held on 6 July 2023, authorities
to allot new Ordinary Shares were not tabled as a resolution. In order to
facilitate any proposed future fundraising in order to implement its intended
Investment Strategy with minimal limitations, it is necessary for the Directors
to seek authority from Shareholders at the General Meeting pursuant to the
Companies Act 2006 to, inter alia, issue new Ordinary Shares and to issue
further shares for cash. The Directors may look to raise additional funds for
the Company following the General Meeting, subject to any necessary resolutions
being approved by Shareholders. It is noted that the Company is well capitalised
and funding will not be required, except for potentially advancing a proposed
transaction.
Full details of the authorities the Directors are seeking at the General Meeting
are set out in the attached notice of General Meeting.
4. Share Consolidation, Share Sub-Division
It is proposed that, simultaneously with the other proposed Resolutions, the
share capital of the Company be reorganised as follows:
a. The Ordinary Shares of £0.20 will be consolidated into new ordinary shares
of £0.01 pence each on the basis of one new Ordinary Share for every 0.05
ordinary shares of £0.20 each.
b. Each existing Ordinary Share with a par value of £0.01 will then be
subdivided into:
i. One ordinary share of £0.0001 each; and
ii. One deferred share of £0.0099 each
Where the share capital reorganisation results in any Shareholder being entitled
to a fraction of a new Ordinary Share, such fraction shall be aggregated and the
Directors intend to sell (or appoint another person to sell) such aggregated
fractions in the market and retain the net proceeds for the benefit of the
Company.
Existing share certificates will cease to be valid following the Share
Consolidation. New share certificates in respect of the new Ordinary Shares will
be issued on or around 13 May 2024. 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 the Aquis Exchange Growth
Market or any other investment exchange.
The new Ordinary Shares will be freely transferable, and application will be
made for the new Ordinary Shares to be admitted to trading on the Aquis Growth
Market. The Deferred Shares will be transferable only with the consent of the
Company and will not be admitted to trading on the Aquis Growth Market (or any
other investment exchange). The holders of the Deferred Shares shall not, by
virtue or in respect of their holdings of Deferred Shares, have any right to
receive notice of any general meeting of the Company nor the right to attend,
speak or vote at any such general meeting. Save as required by law, the Company
need not issue share certificates to the holders of the Deferred Shares in
respect of their holding thereof. The holders of Deferred Shares shall not be
entitled to receive any dividend or distribution and shall only be entitled to
any repayment of capital on a winding up once the holders of new Ordinary Shares
have received £1,000,000 in respect of each new Ordinary Share held by them.
The result of the Share Consolidation is illustrated in the table below:
Number of existing Number of New Ordinary Shares held
Ordinary Shares
currently held
10 200
250 5,000
1,000 20,000
143,627 2,872,540
New share certificates will be issued in respect of the new Ordinary Shares
(following the Share Consolidation and Share Sub-Division) held in certificated
form and new share certificates will be issued in the name of Mollyroe Plc.
5. Investing Strategy
The Directors propose to change its investment strategy to focus on
opportunities in the technology sector. The Company will focus on opportunities
which would provide the Company with an economic interest (by equity, royalty or
debt participation) and a controlling interest (through board or management
positions) and whose potential value, over the long term, is greater than the
price and costs expended by the Company to acquire them. The Company also
reserves the ability to make investments outside of the technology sector, if
the Directors believe that they will bring long-term value to shareholders. The
Company does not propose to limit its search to any specific geographic
location, however the Directors will ensure that the geographic location of any
investment opportunity is suitable for institutional investment in the London
market.
Initially within the technology segment opportunities are likely to arise in
Spatial computing and intelligent natural interfaces are the next computing
paradigm which will fundamentally change human and machine interaction. We are
already seeing the impact of this rapidly evolving technology across all sectors
(driverless cars being the most commonly quoted example), further, the interplay
between these technologies and technologies traditionally created for the games
industry (including but not limited to Virtual Reality, Unreal Engine and Unity)
are disrupting numerous sectors from, training, AI driven simulation,
architectural visualisation and data visualisation solutions that assimilate
rich and complex data into intuitive, interactive spatial simulations for more
rapid and efficient analysis, insight and learning. Our focus will be on
investing in technology companies or technology-enabled services companies
within this rapidly developing market.
6. General Meeting
There is attached to this Document the notice convening a General Meeting of the
Company to be held at the offices of Peterhouse Capital Limited at Third Floor,
80 Cheapside, London , EC2V 6EE at 10:30 a.m. on 29 April 2024 at which the
Resolutions will be proposed and a summary of the Resolutions is set out below.
At the General Meeting, the following Resolutions will be proposed, of which
resolutions 1 to 4 will be proposed as ordinary resolutions and resolutions 5 to
6 will be proposed as special resolutions:
Resolution 1 will be proposed as an ordinary resolution, seeks approval for the
Share Consolidation and Share Sub-Division
Resolution 2 will be proposed as an ordinary resolution, seeks approval to
authorise the Directors to issue shares pursuant to section 551 of the Companies
Act 2006
Resolution 3 will be proposed as an ordinary resolution, seeks approval for the
proposed Investment Strategy
Resolution 4 will be proposed as an ordinary resolution, seeks approval for
electronic communications with Shareholders and that the Company's articles of
association be amended to reflect such electronic communications
Resolution 5 will be proposed as a special resolution, seeks to change the
Company's name to Mollyroe Plc
Resolution 6 will be proposed as a special resolution, seeks approval to
disapply the statutory pre-emption rights under section 561 of the Companies Act
2006
7. Action to be taken
Shareholders will find a Form of Proxy enclosed for use at the General Meeting.
Whether or not you intend to be present at the General Meeting, you are
requested to complete and return the Form of Proxy in accordance with the
instructions printed thereon as soon as possible. To be valid, completed Forms
of Proxy must be received by the Company, not later than 10:30 a.m. on 25 April
2024, being 2 business days before the time appointed for holding the General
Meeting. You are entitled to appoint a proxy to attend and to exercise all or
any of your rights to vote and to speak at the General Meeting instead of you.
Completion of the Form of Proxy will not preclude you from attending and voting
at the General Meeting in person if you so wish. Your attention is drawn to the
notes to the Form of Proxy.
Recommendation
The Directors considers the Proposals to be in the best interests of the Company
and the Shareholders as a whole and therefore recommend that you vote in favour
of the Resolutions, as the Directors intend to do in respect of their own
shares.
Yours faithfully,
Paul Ryan
For and on behalf of the Board
Secured Property Developments Plc
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this Document 21 March 2024
Latest time and date for receipt of Forms 10:30 a.m. on 25 April 2024
of Proxy in respect of the General Meeting
Record Date for the General Meeting 10:30 a.m. on 25 April 2024
General Meeting 10:30 a.m. on 29 April 2024
Record Date for the Share Consolidation 10:30 a.m. on 29 April 2024
and Share Sub-Division
Despatch of definitive certificates for w/c 13 May 2024
Ordinary Shares in certificated form
Proposals become effective 29 April 2024
SHARE CAPITAL STATISTICS
Ordinary Shares of 20 pence each in issue as at the date of the 1,970,687
Document
Ordinary Shares of £0.0001 pence each in issue after the Share 39,413,740
Consolidation and Share Sub-Division (based on the issued share
capital stated immediately above)
Ordinary Shares (post Share Consolidation) issued in lieu of cash 861,740
for advisory services
Fully diluted number of Ordinary Shares in issue following the 40,275,480
Proposals set out in this Document
DEFINITIONS
The following definitions apply throughout this Circular unless the context
requires otherwise:
"Act" the Companies Act, as amended;
"Aquis Growth the multilateral trading facility operated by the
Market" Exchange that is registered as an SME Growth Market in
accordance with article 33 of MiFID;
"Aquis Growth the rules of the Access segment of the Aquis Growth
Market Access Market first published by the Aquis Stock Exchange in
Rulebook" December 2020, as revised or amended from time to time;
"Articles" or the articles of association of the Company from time to
"Articles of time;
Association"
"Board" or the directors of the Company at the date of this Document
"Directors" whose names are set out on page 4 of this Document;
"Circular" or this document and its contents;
"Document"
"Directors" the current directors as at the date of this Document;
"Company" or "SPD" Secured Property Developments Plc, a company registered
in England and Wales with registered number 02055395;
"FCA" the Financial Conduct Authority;
"Form of Proxy" the form of proxy accompanying the Circular for use at
the General Meeting;
"General Meeting" the General Meeting of Shareholders to be held at 10:30
a.m. on 29 April 2024 at the offices of Peterhouse
Capital Limited Third Floor, 80 Cheapside, London, EC2V
6EE;
"Group" the Company and the Subsidiaries as at the date of this
Document;
"Investment the proposed new investment strategy of the Company as
Strategy" set out in this Circular;
"Official List" the Official List of the UK Listing Authority;
"Ordinary Shares" ordinary shares of £0.0001 pence each in the capital of
the Company, following the Share Consolidation and Share
Sub-Division;
"Peterhouse" Peterhouse Capital Limited, a company incorporated in
England and Wales with company number 02075091
(authorised by the FCA with firm reference number
184761);
"Proposals" The proposals set out in this Circular, whereby
Shareholders are being asked to consider and, if thought
fit, approve namely (i) the adoption of an Investment
Strategy (ii) the authority to allot new Ordinary Shares
(iii) the dis-application of pre-emption rights (iv)
Electronic Communications, (v) change of name and (Vi)
Share Consolidation and Sub-Division;
"Proposed those persons whose names are set out on page 4 of this
Directors" Document, whose appointment as directors of the Company
isconditional upon Admission;
"Resolutions" the resolutions set out in the notice of General Meeting
contained within the Circular;
"Shareholders" holders of Ordinary Shares in the Company from time to
time;
"Share the consolidation of the Company's share capital
Consolidation" inaccordance with Resolution 1;
"Share Sub the subdivision of the Company's share capital
-Division" inaccordance with Resolution 1
"Sterling" or "£" the lawful currency of the UK;
"Subsidiaries" Secured Property Developments (Scarborough) Limited and
SPD Discount Limited;
"UK" or "United the United Kingdom of Great Britain and Northern Ireland;
Kingdom"
"US" or "United the United States of America, its territories and
States" possessions, any states of the United States of America
and the District of Columbia and all other areas subject
to its jurisdiction;
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