Proposed Share Consolidation and Notice of AGM

MyHealthChecked PLC

("MyHealthChecked" or the "Company")

Proposed Share Consolidation and Notice of AGM

MyHealthChecked PLC (AIM: MHC), the consumer home-testing healthcare company, announces that it will today post a circular to shareholders detailing the Board's proposal to consolidate the Company's share capital with the aim of improving the marketability of the Ordinary Shares. The Circular will also contain the Notice of the Annual General Meeting to be held on 11 May 2023.

A copy of the Circular and Notice of the Annual General Meeting will be available on the Company's website: www.investors.myhealthcheckedplc.com later today. Extracts from the Circular are set out below:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise.

STATISTICS

1.      Introduction

I am writing to you to set out the details of your Board's proposal to consolidate the Company's share capital with the aim of improving the marketability of the Ordinary Shares. 

In addition, I am pleased to inform you that this year's annual general meeting will be held on 11 May 2023 at 11.00 a.m. in the Malt Room at The Maltings, East Tyndall Street, Cardiff, CF24 5EA.

The purpose of this document is to provide you with details of the Share Consolidation and the Resolutions to be proposed to Shareholders at the forthcoming Annual General Meeting. The formal Notice of Annual General Meeting is set out at the end of this document (together with a set of explanatory notes) and a form of proxy is also enclosed for you to complete, sign and return.

2.      Background to and reasons for the Share Consolidation

As at the date of this document, the Company has 780,088,967 Ordinary Shares in issue, with a closing mid-market price of 1.05 pence per Existing Ordinary Share (as at 31 March 2023, being the latest practicable Business Day prior to the date of this document). The Board believes that the Share Consolidation will improve the marketability of the Ordinary Shares by way of a higher share price and hopes to reduce volatility in the Company's share price by narrowing the spread of its bid and offer price.

It is therefore proposed that the existing ordinary shares of 0.1 pence each are consolidated on a 15 for 1 basis, such that every 15 Existing Ordinary Shares are consolidated into 1 ordinary share of 1.5p pence in nominal value. It is intended that 13 new Ordinary Shares will be allotted to the Company's registrars, Neville Registrars Limited, following the AGM so that the total number of existing Ordinary Shares is exactly divisible by 15 for the Share Consolidation. Assuming a share capital of 780,088,980 Existing Ordinary Shares immediately prior to the Record Date, following completion of the Share Consolidation, the Company will have 52,005,932 New Ordinary Shares in issue.

Application will be made in accordance with the AIM Rules for the New Ordinary Shares arising from the Share Consolidation to be admitted to trading on AIM, subject to Shareholders passing Resolutions 6 and 7 at the Annual General Meeting. It is expected that if such Resolutions are passed, Admission in respect of such New Ordinary Shares will become effective and that dealings in those New Ordinary Shares will commence on 12 May 2023.

No Shareholder will be entitled to a fraction of a New Ordinary Share. Instead, their entitlement will be rounded down to the nearest whole number of New Ordinary Shares. Remaining fractional entitlements to New Ordinary Shares will be aggregated and sold on behalf, and for the benefit of, the Company. If a Shareholder holds fewer than 15 Existing Ordinary Shares at the Record Date, then the rounding down process will result in that Shareholder being entitled to zero New Ordinary Shares and as a result of the Share Consolidation they will cease to hold any Ordinary Shares.

3.      Annual General Meeting

Set out at the end of this document is a notice convening the Annual General Meeting to be held on 11 May 2023 at 11.00 a.m. in the Malt Room at The Maltings, East Tyndall Street, Cardiff, CF24 5EA, at which the Resolutions will be proposed.

We are keen to welcome Shareholders in person to the Annual General Meeting this year and an explanation of the business to be considered at the Annual General Meeting is set out at the end of the formal notice of the Annual General Meeting which is set out at the end of this document.

Shareholders wishing to vote but who are unable to attend the Annual General Meeting in person, are urged to appoint the Chairman of the meeting as their proxy, in accordance with the relevant instructions on the form of proxy, and to submit their form of proxy so as to be received as soon as possible and by no later than 11:00 a.m. on 9 May 2023. This will ensure that your vote will be counted even if you are unable to attend in person.

4.         Resolutions

A summary of the resolutions to be proposed at the Annual General Meeting is set out below. Please note that this is not the full text of the Resolutions and you should read this section in conjunction with the Resolutions contained in the formal notice at the end of this document (together with the explanatory notes set out at the end of such notice).

The following resolutions will be proposed at the Annual General Meeting:-

Resolution 1, which will be proposed as an ordinary resolution, relates to the adoption of the Company's annual accounts for the financial year ended 31 December 2022

Resolution 2, which will be proposed as an ordinary resolution, seeks Shareholder approval to appoint Gravita Audit Limited as the Company's auditor and to authorise the directors to determine their remuneration.  Jeffreys Henry LLP, the Company's current auditor, has indicated that it will not seek re-appointment as the Company's auditor at the Annual General Meeting as, following a business reorganisation, the firm will provide audit services to clients from another company in its group, Gravita Audit Limited.

Resolution 3, which will be proposed as an ordinary resolution, seeks the re-appointment of Penny McCormick as a director of the Company.

Resolution 4, which will be proposed as an ordinary resolution, seeks the re-appointment of Neil Mesher as a director of the Company.

Resolution 5, which will be proposed as an ordinary resolution, seeks the re-appointment of Lyn Rees as a director of the Company.

Resolution 6, which will be proposed as an ordinary resolution, seeks Shareholder authority to approve the Share Consolidation.

Resolution 7, which will be proposed as a special resolution, seeks to alter the Articles to reflect the change to the nominal value of the Ordinary Shares following the passing of Resolution 6.

Resolution 8, which will be proposed as an ordinary resolution, seeks Shareholder authority to issue shares.

Resolution 9, which will be proposed as a special resolution, seeks Shareholder authority to dis-apply shareholder pre-emption rights on any issue of shares under the authority granted in resolution 8.

Resolution 10, which will be proposed as a special resolution, seeks authority for the Company to make market purchases of its own Ordinary Shares. 

As special resolutions, each of Resolutions 7, 9 and 10 requires votes in favour representing 75 per cent. or more of the votes cast (in person or by proxy) at the Annual General Meeting in order to be passed.

5.         Action to be taken by Shareholders

A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete, sign and return the form of proxy in accordance with the instructions thereon to the Company's Registrars at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD, so as to arrive no later than 11.00 a.m. on 9 May 2023. The return of the form of proxy will not prevent you from attending the Annual General Meeting and voting in person should you wish to do so.

If you hold your shares in uncertificated form in CREST you may appoint a proxy or proxies by utilising the CREST electronic proxy appointment service in accordance with the procedures described in the CREST Manual as set out in the Notice of Annual General Meeting at the end of this document. Proxies submitted via CREST must be received by Neville Registrars Limited (ID 7RA11) no later than 11.00 a.m. on 9 May 2023. The appointment of a proxy using the CREST electronic proxy appointment service will not preclude a Shareholder from attending and voting in person at the Annual General Meeting should they wish to do so.

6.         Board Recommendations

The Directors consider that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the Annual General Meeting as they intend to do in respect of their own beneficial holdings currently amounting to approximately 1.9 per cent. of the issued share capital of the Company."

For further information contact:

About MyHealthChecked PLC (www.myhealthcheckedplc.com)

MyHealthChecked PLC, based in Cardiff, is an AIM-quoted pioneering UK healthcare company focused on a range of at-home healthcare and wellness tests.

MyHealthChecked is the umbrella brand of a range of at-home rapid tests, as well as DNA, RNA and blood sample collection kits which have been created to support customers on their journeys to wellness. The tests are lateral-flow self-tests, and the sample collection kits enable the collection of blood, urine, nasal or mouth swab samples that are analysed in partner laboratories for a range of biomarkers. The tests will also be made available online and will be viable for over-the -counter purchase. 

The MyHealthChecked portfolio has been identified as part of a change in mindset as customers become more familiar with the concept of accessible healthcare in the growing at home testing kit market with a focus on accessibility at the right price, led by UK-based experts.