Business
Proposed Re-registration
Proposed Re-registration.
About this update from Manx Financial Group Plc
[{"type":"text","content":"\n RNS Number : 5043E Manx Financial Group PLC 22 December 2009 \nFOR IMMEDIATE RELEASE \n22 December 2009\n\nManx Financial Group PLC (the 'Company')\n\nProposed Re-registration under the Isle of Man Companies Act 2006 (as amended)\nand\nConversion into Ordinary Shares of no par value\n\n\nIntroduction\n\nThe Company has posted a Circular to provide Shareholders with details of the Board's proposals to a) re-register the Company as a company governed by the Act of 2006 instead of, as is presently the case, a company governed by the Companies Acts 1931-2004; b) convert Existing Shares into New Shares; c) adopt the New Memorandum; and d) adopt New Articles of Association.\n\nIn order to implement the Proposals, it will be necessary to convene an EGM at which Shareholders are being asked to give their approval by passing the necessary Resolutions. \n\nBackground and Reasons for the Proposals\n\nAs highlighted in the 2009 Interim Report, the Company has enjoyed improved financial performance despite the global economic uncertainty. The Board believes that the re-branding of the bank division and the successful implementation of the new banking system together with the introduction of new customer focused products such as the Wealth range should also improve performance.\n\nThe Board believes that a successful implementation of its business plan will likely require additional capital being injected into the Group or a reorganization of its existing financing or a combination of both. This belief derives from the fact that the Bank is required to maintain a Risk Asset Ratio of 16.0% which effectively ties up a significant portion of the Group's capital and means that it is not available to be used for growing the Group's businesses.\n\nThe Company cannot issue further Existing Shares at less than their nominal value (25p) without Shareholder approval and the sanction of the Court; this is a significant constraint on considering any proposals to issue further share capital. It is not realistic at this stage to consider issuing further shares at £0.25p or more as the closing mid market price of the Existing Shares was £0.0975 as at 15 December 2009, being the latest practica...