Thalassa Holdings Ltd
(Reuters: THAL.L, Bloomberg: THAL:LN)
("Thalassa" or the "Company")
Issue of Preference Shares and
Amendment to Company's Memorandum and Articles of Association
This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.
The Company announces that one preference share ("Preference Share") has been issued for each ordinary share held in the capital of the Company registered in the name of a shareholder as at the record date of 30 September 2018 ("Record Date"). Further, pursuant to and in accordance with article 109 of the Company's articles of association, a resolution was passed by the directors of the Company on 1 October 2018 approving a revised memorandum and articles of association ("Amended Articles") which incorporate the rights attaching to the Preference Shares summarised below. The Amended Articles have been subsequently adopted by the Company and a copy will be available on Thalassa's website at http://thalassaholdingsltd.com/company-documents.htm.
Each shareholder of the Company has been issued with one Preference Share for each ordinary share held in Thalassa as at the Record Date. The key features of the Preference Shares are that (i) they are unquoted; (ii) they are uncertificated; (iii) they are non-transferable (meaning both that the Preference Share is not transferable or tradeable itself and, in the event a shareholder disposes of any ordinary share, the corresponding Preference Share will be cancelled and will not be transferred to the transferee of such ordinary share); and (iv) they are without any shareholder rights (including as to any return on a winding up or other realization event for the Company) other than so as to provide the shareholder holding such Preference Share with 10 votes per share in addition to his existing one vote per ordinary share.
The Amended Articles incorporate amendments to clause 7 of the memorandum of association of the Company, as well as articles 14, 18, 20, 23 and 43 to reflect the above.
The Company's registrar, Link Asset Services, will send a letter to each shareholder on Thalassa's register as at the Record Date confirming the issue of Preference Shares and that shareholder's entitlement to Preference Shares.
The Company advises that the total number of ordinary shares of the Company in issue remains at 25,567,522, including those ordinary shares held in treasury.
The total number of ordinary shares in issue (excluding those held in treasury) at the date of this RNS is 18,574,775 each with one vote. The ordinary shares retain 100% of the economic rights of the Company, both in respect of dividends, buy backs, in liquidation or any other corporate event such as the sale of the Company.
The total number of preference shares outstanding at the date of this RNS is 18,574,775 with 10 votes each but no economic value, or a total of 185,747,750 voting rights.
Total voting rights in the Company are currently 204,322,525.
The aggregate figure of 204,322,525 represents the total voting rights in the Company that may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the voting rights of the Company. The total voting right will be updated and published on a monthly basis to reflect cancellation of Preference Shares in conjunction with the sale of corresponding ordinary shares.
Contacts:
Thalassa Holdings Ltd:
Duncan Soukup, Executive Chairman +33 (0)6 78 63 26 89
WH Ireland Limited (Nominated adviser):
Chris Fielding, Managing Director, Corporate Finance 020 7220 1650
www.thalassaholdingsltd.com
Notes to Editor:
Thalassa Holdings Ltd, incorporated and registered in the BVI and quoted on AIM, is a holding company with various interests across a number of industries.
