CIRCULAR TO SHAREHOLDERS
THIS CIRCULAR IS BEING ISSUED TO THE SHAREHOLDERS OF RS2 SOFTWARE PLC PURSUANT TO THE
REQUIREMENTS AND APPLICABLE LEGISLATION IN MALTA
14 MAY 2015
REGISTERED ADDRESS: RS2 BUILDINGS, FORT ROAD, MOSTA, M ALTA
COMPANY REGISTRATION NUMBER: C 25829
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Dear Shareholder,
I am pleased to invite you to the Annual General Meeting of RS2 Software plc (“the Company”) to be held
at The InterContinental Malta on the 9 June 2015 at 11.00hrs (“the AGM”).
Enclosed within this letter you will find a Circular containing certain information that will put you in a better
position to vote on certain resolutions being put forward for your approval at the AGM.
The AGM provides an opportunity for the Company’s shareholders (“Shareholders”) to communicate with
the directors and I sincerely hope you will take such opportunity. Should you be unable to attend the
meeting in person, I strongly encourage you to exercise your right to vote by appointing a proxy.
The ordinary business of the AGM includes the consideration of the 2014 Annual Report and Financial
Statements, the appointment of auditors and approval of their fees, the appointment of directors, approval
of dividend and approval of aggregate emoluments of directors.
I would like to draw your attention in particular to certain resolutions of a special nature that are being put
forward for the approval of the Shareholders at the AGM, which merit special comment. The purpose of
this Circular is to provide you with further details of such, as well as to explain why the Company’s Board
believes that the authorisations being sought are in the best interests of the Company and the
Shareholders - and why the Board unanimously recommends that you vote in favour of the resolutions at
the AGM.
This Circular is to be considered as complimentary to the notice of the AGM and should be read in
conjunction with the same.
1.
SHARE SPLIT
Resolution 5 of the AGM proposes
(a) That the authorised share capital of the Company currently consisting of ten million Euros
(€10,000,000) and divided into fifty million (50,000,000) Ordinary Shares of twenty Euro cents each
(€0.20) be re-designated to one hundred million (100,000,000) Ordinary Shares of ten Euro cents
each (€0.10).”
(b) That pursuant to the change in nominal value of the authorised share capital of the Company as set
forth in (a) above, the issued share capital of the Company currently standing at eight million nine
hundred and ninety nine thousand nine hundred and ninety one Euros and twenty Euro cents (€
8,999,991.20) and divided into forty four million nine hundred and ninety nine thousand nine hundred
and fifty six (44,999,956) Ordinary Shares of twenty Euro cents (€0.20) each shall now be redesignated and divided into eighty nine million nine hundred and ninety nine thousand nine hundred
and twelve (89,999,912) Ordinary shares of ten Euro cents (€0.10) each, and all eighty nine million
nine hundred and ninety nine thousand nine hundred and twelve (89,999,912) Ordinary Shares shall
be allotted proportionally to those members appearing on the register of members of the Company as
at 16 June 2015 (“Eligible Members”) at the ratio of two (2) shares for each one (1) share held by
each of the Eligible Members”.
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The Board believes that considering the current trading price of the Company’s shares it is appropriate to
recommend a two (2) for one (1) share split, which will increase the number of ordinary shares in issue by
a factor of two. The proposed share split is expected to improve the marketability and liquidity of the
shares of the Company as a result of the increase in the number of shares in issue. Furthermore, the
adjustment in the market price of the shares is expected to make such shares more affordable and thus
they will appeal to a wider group of investors.
How will this affect shareholders?
By means of the share split proposal, each existing share will be sub-divided into two (2) new shares.
Each shareholder will hold the same proportionate interest in the Company following the share split as
they did prior to the aforementioned share split.
Currently, the authorised share capital of the Company is of 50,000,000 shares with 44,999,956 shares in
issue. Should the shareholders approve the share split proposal, the Company’s authorised share capital
and the shares in issue will be doubled to 100,000,000 shares and 89,999,912 shares respectively.
For illustrative purposes only, based on the closing middle market price of the existing shares of €3.075
per share on 21 April 2015, the theoretical price following completion of the share split would be €1.5375
per Share.
This is determined as follows:
Hypothetical
number of Shares
held
Nominal
Value
(price per Share
in €)
Mid Market Price
(price per Share in
€)
Total Value
(€)
Before Share split
100
0.20
3.075
307.50
After Share split
200
0.10
1.5375
307.50
The above information is provided for illustrative purposes only. The market price of the shares, both
before and after the completion of the share split may vary depending on market conditions at the
relevant time.
All Shares arising from the share split shall rank pari passu with each other. Shareholders are not
required to make any payment to the Company in respect of the Share Split.
The share split is conditional on the passing of Resolution 6 at the AGM.
2.
AMENDMENT TO MEMORANDUM OF ASSOCIATION
Should the resolutions aforementioned be approved, changes to the Memorandum of Association of the
Company must be undertaken.
Resolution 7 at the AGM will amend Clause 7 of the Memorandum of Association of the Company solely
to reflect the changes brought by Resolution 6 as follows:
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“That subject to and conditional upon the passing of Resolution 6 above, Clause 7 of the Memorandum of
Association of the Company shall be replaced with the following:
7.
SHARE CAPITAL
a) The authorised share capital of the Company is ten million Euro (€10,000,000) divided into one
hundred million (100,000,000) Ordinary Shares of ten Euro cents each (€0.10).
b) The issued share capital is of eight million nine hundred and ninety nine thousand nine hundred and
ninety one Euros and twenty cents (€8,999,991.20) divided into eighty nine million nine hundred and
ninety nine thousand nine hundred and twelve (89,999,912) Ordinary shares of ten Euro cents (€0.10)
each.
c)
All shares shall rank pari passu.
d) In the event of there being any unissued shares in the capital of the Company, such shares shall be
at the disposal of the Board of Directors who, subject to any provision in the Memorandum and Articles of
Association, may allot, issue or otherwise deal with or dispose of the same to such persons on such
terms and conditions and at such times as the Board of Directors shall think fit.”
Further information
You are advised to read the whole of this document and not to rely solely on parts of it.
All the Directors of the Company, whose names appear on page 4, accept responsibility for the
information contained in this document. To the best of the knowledge and belief of the Directors who
have taken all reasonable care to ensure that such is the case the information contained in this document
is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Shareholders who remain in doubt as to what action to take are encouraged to seek
appropriate independent professional advice.
Where any or all of the shares have been sold or transferred by the addressee, the Circular and any other
relevant documents should be passed to the person through whom the sale or transfer was effected for
transmission to the purchaser or transferee.
Recommendation
The Board of the Company considers that all the resolutions set out in this Circular are in the best
interests of Shareholders as a whole.
Accordingly, the Directors of the Company unanimously recommend that Shareholders vote in favour of
the resolutions to be proposed at the General Meeting, as they intend to do in respect of their own
beneficial holdings.
Yours sincerely,
Mr. Mario Schembri
Chairman
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COMPANY DETAILS
Company Name
RS2 Software plc
Company Number
C 25829
Registered Office
RS2 Buildings, Fort Road, Mosta, Malta
Company Directors
Mario Schembri [Chairman & Non-Executive Director]
Radi Abd el Haj [Executive Director]
Robert Tufigno [Non-Executive Director]
Maurice Xuereb [Non-Executive Director]
Franco Azzopardi [Non-Executive Director]
Christopher Wood [Non-Executive Director]
Company Secretary
Ivan Gatt
Documents available for inspection
The following documents will be available for inspection at the Company’s registered office for fourteen
(14) days from the date of publication of the Circular:
o
The Memorandum and Articles of Association of the Company, including a version with the
proposed amendments;
o
The last Annual Financial Report and the half-yearly financial report of the Company.
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