Itaconix plc
("Itaconix" or the "Company")
Share Consolidation
Itaconix (AIM: ITX) (OTCQB: ITXXF), a leading innovator in sustainable plant-based polymers used to decarbonise everyday consumer products, announces details of its share consolidation (“Share Consolidation”). The Share Consolidation was approved by shareholders at the Company’s Annual General Meeting on 28 June 2023.
Rationale for the Share Consolidation
The Directors consider that it is in the best interests of the Company’s long-term development as a public quoted company to support share trading through the Company’s US OTC listing, with a more manageable number of issued ordinary shares and corresponding share price.
Details of the Share Consolidation
Every existing 50 ordinary shares of £0.01 each in the capital of the Company (each an "Existing Ordinary Share") in issue and shown in the register of members of the Company at 6.00 p.m. (London time) on the Record Date (as defined below) will be consolidated into one ordinary share of £0.50 each (each a "New Ordinary Share").
The Company intends, immediately prior to the Share Consolidation being affected, to issue 45 additional Existing Ordinary Shares to enable the total number of Existing Ordinary Shares in issue being exactly divisible by 50. Since these additional shares will only represent a fraction of a New Ordinary Share, this fraction will be combined with other fractional entitlements and sold pursuant to the arrangements for fractional entitlements described below. As a result of this allotment the number of Existing Ordinary Shares in issue immediately prior to the Share Consolidation will be 674,306,100 Existing Ordinary Shares.
In accordance with the Company's articles of association (the "Articles"), no shareholder will, pursuant to the Share Consolidation, be entitled to receive a fraction of a New Ordinary Share. The Directors will make arrangements to aggregate all the fractions of New Ordinary Shares into whole New Ordinary Shares and to sell the resulting New Ordinary Shares for the best price reasonably obtainable. Where the proceeds to which a shareholder would be entitled from the sale of the fractional entitlements would amount to less than £5.00, in accordance with the Articles, such amounts will not be distributed to the relevant shareholders and will be aggregated and retained for the benefit of the Company in accordance with the Articles.
Rights attaching to New Ordinary Shares
The New Ordinary Shares arising upon implementation of the Share Consolidation will have the same rights as the Existing Ordinary Shares including voting, dividend, return of capital and other rights.
Effects on options
The entitlements to ordinary shares of holders of securities or instruments convertible into ordinary shares (such as share options) are expected to be adjusted to reflect the Share Consolidation.
Admission of the New Ordinary Shares
Application will be made to the London Stock Exchange for the 13,486,122 New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. BST on 22 August 2023. Following Admission, the share capital of the Company will be comprised of 13,486,122 New Ordinary Shares.
Shareholders who hold Existing Ordinary Shares in uncertificated form will have such shares disabled in their CREST accounts and their CREST accounts will be credited with the New Ordinary Shares following Admission to AIM, which is expected to be on 22 August 2023.
Following the Share Consolidation, existing share certificates will cease to be valid and new share certificates will be dispatched to those shareholders who hold their Existing Ordinary Shares in certificated form.
Expected Timetable of Principal Events
| Record Date and final date for trading in Existing Ordinary Shares | 6.00 p.m. (BST) on 21 August 2023 |
| Expected Admission to trading on AIM of the New Ordinary Shares arising from the Share Consolidation | 8.00 a.m. (BST) on 22 August 2023 |
| Despatch of definitive share certificates in respect of the New Ordinary Shares to be held in certificated form, if applicable | Within 10 business days of Admission |
Proposed Share Consolidation
| Number of Existing Ordinary Shares in issue at the date of this announcement | 674,306,055 |
| Number of Existing Ordinary Shares expected to be in issue on the Record Date | 674,306,100 |
| Conversion ratio of Existing Ordinary Shares to New Ordinary Shares | 50:1 |
| Total number of New Ordinary Shares in issue following the Share Consolidation | 13,486,122 |
| Nominal value of each Existing Ordinary Share | £0.01 |
| Nominal value of each New Ordinary Share | £0.50 |
| ISIN code for New Ordinary Shares | TBC* |
| SEDOL code for New Ordinary Shares | TBC* |
* Following the Consolidation, the Company will announce its new ISIN Code and its new SEDOL Codes
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