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Deferred Shares, Issue of Equity and New Articles

Deferred Shares, Issue of Equity and New Articles.

articleRua Life Sciences PlcJune 4, 20214/company/rua-life-sciences-plc/news/deferred-shares-issue-of-equity-and-new-articles
Deferred Shares, Issue of Equity and New Articles

About this update from Rua Life Sciences Plc

[{"type":"text","content":"\n \n \n \n RNS Number : 7916A\n RUA Life Sciences PLC\n 04 June 2021\n  \n \n \n \n 4 June 2021\n \n \n  \n \n \n RUA Life Sciences plc\n \n \n (\"RUA\" or the \"Company\")\n \n \n  \n \n \n  \n \n \n Buy Back and Cancellation of Deferred Shares\n \n \n Issue of equity\n \n \n Adoption of new Articles of Association\n \n \n and\n \n \n Notice of General Meeting\n \n \n  \n \n \n  \n \n \n RUA Life Sciences plc (AIM: RUA.L), the holding company of a group of medical device businesses focused on the exploitation of long-term implantable biostable polyurathane (Elast-Eon™), announces that a circular and notice of general meeting in relation to the buy back and cancellation of deferred shares and adoption of new Articles of Association are today being posted to shareholders and will be available on the Company's website, www.rualifesciences.com.\n \n \n Buy Back and Cancellation of Deferred Shares\n \n \n The Company currently has 4,832,778 non-voting, non-participating deferred shares in issue following a capital reorganisation effected in 2015. The deferred shares are not admitted to trading on AIM (unlike the Company's ordinary shares) and are economically valueless.\n \n \n Accordingly, the Board is proposing that the Company undertakes a buy back and cancellation of the deferred shares for a consideration of £1.00; and then adopts a new set of articles of association.\n \n \n Issue of equity and total voting rights\n \n \n Under the Companies Act a share buy back by a public company (such as RUA) can only be financed through distributable reserves or the proceeds of a new issue of shares made for that purpose.  The Company currently has no distributable reserves to finance the buyback of the deferred shares and, therefore, this will be financed by a new issue of one new ordinary share.  Accordingly, the Company will issue one new ordinary share at a price of 151 pence (being the closing middle market price of the Company's ordinary shares on 3 June 2021), part of the proceeds of which will be used to fund the purchase of the deferred shares for a total price of £1.00.  The Board considers this to be the best way of funding the buy back of the deferred shares given the Company currently has no distributable reserves.\n \n \n The Company will apply for admission to trading on AIM...

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