Zimplow seeks to consolidate share capital

Published: 08 April 2014

ZIMPLOW intends to consolidate its share capital by which every four existing ordinary shares of $0,0001 each will be consolidated into one new ordinary share of $0,0004. The proposed share consolidation of the company's issued share capital will need 75 percent of shareholders' votes at an annual general meeting to be held on May 2, 2014.

If implemented, each holder of four ordinary shares as at May 2, will have their shares replaced with one. No change in the total value of the company issued share capital will occur.

Share certificates in respect of existing ordinary shares will cease to be valid on May 13, 2014. The share certificates in respect of new ordinary shares will be sent out on May 14 to those shareholders holding their existing ordinary shares in certificated form.

"Because of the change in the authorised share capital of the company arising from the share consolidation, the directors are proposing an amendment to the company's Memorandum of Articles of Association so as to align the number of authorised shares in the Memorandum of Articles of Association with that arising from share consolidation," according to an abridged circular to shareholders by Zimplow.

Zimplow said the proposed consolidation of the company's share capital "should increase competitiveness of the share price on the market and attract new potential investors."

The management is also proposing to amend its executive share ownership option scheme to incorporate former executives of Tractive Power. Zimplow acquired 57,2 percent stake in Tractive Power after raising $11,2 million in rights issue in August 2012.

Zimplow shareholders went on to approve the full acquisition of Tractive Power at the extraordinary general meeting in January last year through an offer of 191,78 Zimplow shares for every 100 Tractive shares or a cash consideration of $0,10.

It is proposed that about 17,2 million consolidated Zimplow shares of unissued share capital of the company shall be made available for the grant of options in terms of that ExSOS, subject to such ordinary shares not exceeding 10 percent of issue share capital. Zimplow is also seeking to merge employee share ownership schemes of Zimplow and TPH.
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