Announcements
LONDON and BRISBANE, Australia, 20th March 2018 – Microskin plc (MLSKN:Euronext Paris)
B Ordinary share conversion
Microskin plc (the “Company”) wishes to inform the market that in accordance with the resolutions passed on 17 March 2016, the Class B Ordinary Shares with nominal value of €0.12 each will automatically convert to Ordinary Shares with nominal value of €0.12 each with a record date of on 19 March 2018 and an effective date of 20 March 2018.
For those shareholders holding shares in certificated form, new share certificates will be issued.
Following the conversion of the Class B Ordinary Shares, the issued share capital of the Company will be €21,229,418.40 made up of 176,911,820 ordinary shares of €0.12 each.
As previously announced, 13,044,459 ordinary shares are owned by the Company and will be cancelled. However, this process has been delayed due to the Company’s broker, Beaufort Securities Limited, going into administration. A further update will be provided on this when known.
Issued by
Barry Amor
Executive Chairman
Microskin plc (“the Company”)
Contact
271a Rode Road
Wavell Heights
Brisbane Qld Australia 4012
p: +617 3260 6125 | f: +617 3260 6295
LONDON and BRISBANE, Australia, 12th March 2018 – Microskin plc (MLSKN:Euronext Paris)
General Meeting – 29 March 2018
Microskin plc (the “Company”) wishes to inform the market that a general meeting of the Company will be held at 217A Rode Road, Wavell Heights, Brisbane, 4012 QLD, Australia on 29 March 2018 at 6pm (Australian Eastern Standard Time (AEST) to consider a reorganisation of the share capital, authority to allot securities and pre-emption rights.
Please click on the links below for full details:
Click here to download the Microskin Plc Notice of General Meeting
Click here to download a copy of the proposed new Articles of Association with changes highlighted
Click here to download a clean copy of the proposed new Articles of Association
Click here to download the proxy form
Issued by
Barry Amor
Executive Chairman
Microskin plc (“the Company”)
Contact
271a Rode Road
Wavell Heights
Brisbane Qld Australia 4012
p: +617 3260 6125 | f: +617 3260 6295
w: www.microskin.com.au
e: bamor@microskin.com.au
LONDON and BRISBANE, Australia, 13th Dec 2017 – Microskin plc (MLSKN:Euronext Paris)
Acquisition of London Trade and Finance Limited and Cancellation of Shares
Microskin plc (the “Company”) wishes to inform the market that on 20 October 2017 it acquired the entire issued share capital of London Trade and Finance Limited (“LTF”). LTF was transferred to the Company for no consideration to facilitate the cancellation of the LTF Shares (as defined below).
LTF owned 4,938,725 ordinary shares of €0.12 in the capital of the Company and 8,105,734 B ordinary shares of €0.12 each in the capital of the Company (the “LTF Shares”). On 4 December 2017, LTF declared a dividend in specie in favour of the Company and transferred the LTF Shares to the Company. The Company then resolved to cancel the LTF Shares and the Company is liaising with its broker and registrar to enact this. A further announcement will be made to the market once the cancellation is complete and this is expected shortly.
LTF owed the Company a debt of €1,565,335 (the “Debt”) which related to the subscription of 8,333,333 ordinary shares on 18 April 2016 and a further 8,333,333 ordinary shares on 1 June 2016. The Debt has now been written off by the Company, as part of the cancellation.
Cancellation of Surrender Shares
Microskin plc (the “Company”) wishes to inform the market that on 4 December 2017, the Company resolved to cancel 1,016,910 nil paid B Ordinary Shares (the “Surrendered Shares”) which derived from the ordinary shares that had been surrendered to the company on 17 April 2015 and held by the Company since that date.
Following the cancellation of the LTF Shares and the Surrendered Shares, the Company’s share capital will consist of a total of 43,723,320 ordinary shares and 120,144,041 B ordinary shares, each with a nominal value of €0.12 each.
Issued by
Barry Amor
Executive Chairman
Microskin plc (“the Company”)
Contact
271a Rode Road
Wavell Heights
Brisbane Qld Australia 4012
p: +617 3260 6125 | f: +617 3260 6295
w: www.microskin.com.au
e: bamor@microskin.com.au
LONDON and BRISBANE, Australia,
20th October 2017 Microskin plc (MLSKN:Euronext Paris)
Cancellation of Surrender Shares
Microskin plc (the “Company”) wishes to inform the market that on 20th October 2017, the Company decided to cancel 112,990 nil paid Ordinary Shares (the “Cancellation”) which had been surrendered to the company on 17th April 2015 and held by the Company since that date.
Following the Cancellation, which was effective on 20/10/2017, the Company’s share capital consists of a total of 48,662,045 Ordinary Shares and 129,266,685 B ordinary shares (“B Shares”), all with a nominal value of €0.12 each.
Issued by
Barry Amor
Executive Chairman
Microskin plc (“the Company”)
Contact
271a Rode Road
Wavell Heights
Brisbane Qld Australia 4012
p: +617 3260 6125 | f: +617 3260 6295
w: www.microskin.com.au
e: bamor@microskin.com.au
10th July 2017
At the request of the company, trading on Marche LibreParis segment of Euronext for has been temporarily suspended pending a price sensitive announcement.
Microskin requested a temporary suspension in the trading of its shares in order to enable it to complete a strategic corporate action which, is expected to have an impact on the Microskin share price.
A more detailed announcement will be made once this is complete and details regarding the corporate action can be formally announced, at which time the company will also apply to have the suspension lifted.
If you have any queries relating to the above, please contact the company’s Executive Chairman, Barry Amor on +617 3260 6125.
LONDON and BRISBANE, Australia, 3 February 2017 – Microskin plc (MLSKN:Euronext Paris) (the “Company”) provides the following further information to the announcement made on 2nd February 2017.
It is still intended that Mr Christopher Musgrave will be appointed as a director of Microskin plc, but the Company is still negotiating terms with Mr Musgrave and a further announcement will be made when this is complete.
The Company has received a valuation report from its auditors KSI(WA) valuing the ISOCOL International business at €6 million. A copy of this valuation report can be found on the Company’s website at www.microskin.com.au/investors
As consideration for the transaction, Microskin plc will allot 17,745,404 ordinary shares of €0.12 each (the “New Shares”). Following such allotment, there will be 48,662,045 fully paid ordinary shares of €0.12 and and 128,249,775 fully paid B ordinary shares of €0.12 in issue. There are also 112,990 nil paid ordinary shares and 1,016,910 nil paid B ordinary shares held by the Company.
The New Shares will be issued on 3 February 2017.
MEDIA CONTACT: Jessica Yingling, Ph.D., Little Dog Communications Inc., jessica@litldog.com, +1.858.344.8091
LONDON, February 02, 2016 – Microskin plc (MLSKN:Euronext Paris) announced today it has finalized the agreement to acquire the business of ISOCOL International in an all-stock transaction.
“ISOCOL Rubbing Alcohol Antiseptic is one of the most versatile products on the market and has been a must-have product in Australian households, with a multitude of applications from general cleaning to skin treatment,” said Barry Amor, chairman of Microskin plc. “As a result of this acquisition we have an established channel to expand the international distribution of ISOCOL as well as Microskin’s retail lines of sunscreens and other unique skin enhancement products into the UK and European markets and open sales opportunities in India and Asia.”
Microskin has a personalized, color-matched line of waterproof, second skin products that are currently used by people who want to conceal vitiligo, rosacea, birthmarks, burns, eczema, lupus, keloid scarring, tattoos, and other skin-related conditions. In addition, Microskin is in the process of regulatory approval for Sunseal, a non-pigmented sunscreen that retains all the other properties of the “second skin” product, including sweat proof, highly waterproof, and long lasting.
About ISOCOL
The ISOCOL brand was founded in Australia in 1982 and has become one of Australia’s most trusted and iconic brands with the now very familiar Crocodile on the green bottle, and the “One bottle, so many uses” slogan is easily recognizable. ISOCOL has developed into a brand that is now widely recognized and sold across Australia and New Zealand in all supermarkets and pharmacies.
About Microskin plc
Founded in 2005, Microskin plc is a public company that develops simulated second skin for a variety of cosmetic and medical uses. Microskin’s simulated second skin is the world-leading product that combines years of cosmetic chemistry research with a proprietary color-matching software. Because Microskin’s second skin does not rub off, it is water-resistant and lasts for several days. Each client receives an individualized product kit that can easily be applied at home. The company has licensed clinics in Australia, Canada, Estonia, India, the Middle East, New Zealand, India, Turkey, and the United States. For more information, please visit www.microskinuk.com.
MEDIA CONTACT: Jessica Yingling, Ph.D., Little Dog Communications Inc., jessica@litldog.com, +1.858.344.8091
SOURCE: Microskin, plc
Microskin plc (the “Company”) has been informed that Skiptrak Pty Limited, which is owned and controlled by Barry Amor, purchased 200,000 ordinary shares in the Company on 20th January 2017 at a price of €0.06 per share.
As a result of such purchase, Skiptrak Pty Limited now owns a total of 1,755,00 ordinary shares and 38,000,000 B ordinary shares in the capital of the Company. This equates to approximately 12.5% of the number of ordinary shares in issue and 27.6% of the entire issued share capital of the Company. Mr Barry Amor should be considered to be interested in the same number of shares.
Microskin plc (the “Company”) has been informed that Skiptrak Pty Limited, which is owned and controlled by Barry Amor, purchased 199,544 ordinary shares in the Company on 12 January 2017 at a price of €0.06 per share.
As a result of such purchase, Skiptrak Pty Limited now owns a total of 1,555,00 ordinary shares and 38,000,000 B ordinary shares in the capital of the Company. This equates to approximately 11.0% of the number of ordinary shares in issue and 27.5% of the entire issued share capital of the Company. Mr Barry Amor should be considered to be interested in the same number of shares.
Microskin plc (Company)
Annual General Meeting 2016
Proxy Form
[NAME AND ADDRESS OF SHAREHOLDER WITH REFERENCE DETAILS]
Before completing this form, please read the explanatory notes [below OR overleaf]
I /We being a member of the Company appoint the Chairman of the meeting or (see note 3)
as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held on Friday, 30 December 2016 at 9am (UK time) 7pm (Australian EST) and at any adjournment of the meeting.
Please tick here if this proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy please refer to Note 4 overleaf.
I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an ‘X’. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is properly put before the meeting.
| RESOLUTIONS | For | Against | Vote withheld |
| 1. To receive and adopt the annual accounts for the year ended 30 June 2016 | |||
| 2. To reappoint KSI (WA) as auditors of the Company | |||
| 3. To authorise the directors to fix the remuneration of the auditors | |||
| 4. To reappoint Barry Amor as a director | |||
| 5. To reappoint Barry Lowndes as a director | |||
| 6. To reappoint Scott McTaggart as a director | |||
| 7. To reappoint David Merson as a director | |||
| 8. To confer on the Directors authority to allot securities in accordance with Section 551 of the Companies Act 2006 | |||
| 9. To confer on the Directors power to allot securities under a disapplication of Section 561 of the Companies Act 2006 | |||
| 10. To authorise the Company to make market purchases of its own shares for the purposes of Sections 693 and 701 of the Companies Act 2006 |
| Signature | Date |
Notes to the proxy form
- As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
- Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
- A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
- You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may photocopy this Form of Proxy. Please indicate the proxy holder’s name and the number of ordinary shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of ordinary shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and should be returned together in the same envelope.
- To direct your proxy how to vote on the resolutions mark the appropriate box with an ‘X’. To abstain from voting on a resolution, select the relevant “Vote withheld” box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
- To appoint a proxy using this form, the form must be:
- completed and signed;
- sent or delivered to Equiniti (the Company’s Registrars) at Aspect House, Spencer Road, Lancing BN99 6DA; and
- received by Equiniti no later than 9am (UK time) on 28 December 2016.
- In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
- Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
- CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual which can be viewed at www.euroclear.com. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Equiniti (ID RA19) by 9am (UK time) 7pm (Australian EST) on 28 December 2016. Please see the notes to the notice of meeting for further information on proxy appointment through CREST.
- In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).
- If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
- For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
- You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.
In December 2016, Microskin International PLC announced it has acquired all the shares of market leading Australian brand, ISOCOL International and that ISOCOL International has become a wholly owned subsidiary of Microskin PLC. The strategic acquisition will benefit Microskin with the planned expansion of its range of specialised ‘2nd Skin’ products into the retail sector in markets such as Australia, New Zealand, the UK, USA, Asia and Europe.
The ISOCOL brand was founded in Australia in 1982 and has become one of Australia’s most trusted and iconic brands with the now very familiar Crocodile on the green bottle and the “One bottle, so many uses” slogan easily recognisable. ISOCOL has developed into a market leading brand that is now sold across Australia and New Zealand in all supermarkets and pharmacies. In 2016 ISOCOL International began to expand into wider international markets with established distribution into the UK, Continental Europe and new pipelines into the burgeoning Asian marketplace which has demonstrated a constant hunger for high quality, well established Australian made products.
As part of the acquisition, the resources and expertise in overseas market development provided by ISOCOL International will greatly benefit the expansion capabilities of Microskin.
Global Markets Director of ISOCOL International David Robinson said, “This is an exciting time for these businesses to merge. The ISOCOL products are being received very well in the new markets we are targeting and we forecast robust sales in coming years. To be able to include the specialised range of current and upcoming Microskin products into the distribution channels we are developing allow us to open more doors and therefore generate greater sales in multiple new markets”.
Distribution Capabilities
ISOCOL International partner with a leading healthcare distributor and export and distribute a range of skin and healthcare products to more than 60 countries. The acquisition of ISOCOL International will now allow Microskin International to leverage off this partnership and confidently expand into these international markets with a proven distribution partner.
Financials
24th November 2016
At the request of the company, trading on Marche LibreParis segment of Euronext for has been temporarily suspended pending a price sensitive announcement.
Microskin requested a temporary suspension in the trading of its shares in order to enable it to complete a strategic corporate action which, is expected to have an impact on the Microskin share price.
A more detailed announcement will be made once this iscomplete and details regarding the corporate action can be formally announced, at which time the company will also apply to have the suspension lifted.
If you have any queries relating to the above, please contact the company’s Executive Chairman, Barry Amor on +617 3260 6125.
8th September 2016
Microskin Commences Process to Register Second Skin Product as a Sunscreen
LONDON and BRISBANE, Australia, September 8, 2016 – Microskin plc (MLSKN:Euronext Paris) announced today it has commenced the process to register the Company’s Sunseal and second skin product as a sunscreen with Australia’s Therapeutic Goods Administration (TGA). Microskin has a personalized, color-matched line of waterproof, second skin products that are currently used by people who want to conceal vitiligo, rosacea, birthmarks, burns, eczema, lupus, keloid scarring, tattoos, and other skin-related conditions. Sunseal is a non-pigmented sunscreen that retains all the other properties of the “second skin” product, including sweat proof, highly waterproof, and long lasting.
“We have now engaged a third-party testing service company to provide the necessary analysis to formally register Microskin’s Sunseal and second skin product as a sunscreen with the TGA,” said Barry Amor, chairman of Microskin plc. “Previous results from our extensive testing, has confirmed that our ‘second skin’ and Sunseal products have a high degree of sun protection.”
Previous in vitro testing, contracted by Microskin and completed by Australian Photobiology Testing Facility, indicated that the Company’s second skin products are highly protective, very highly waterproof and sweat proof. In addition, the testing confirmed that the Microskin second skin products are not removed by washing or scrubbing..
“We believe that Microskin’s second skin products can provide serious, long lasting UV protection for professional use,” added Mr. Amor. “Once we advance through the registration process with the TGA, we will pursue similar registration processes with the regulatory agencies in the European Union and the United States.”
About Microskin plc
Founded in 2005, Microskin plc is a public company that develops simulated second skin for a variety of cosmetic and medical uses. Microskin’s simulated second skin is the world-leading product that combines years of cosmetic chemistry research with a proprietary color-matching software. Because Microskin’s second skin does not rub off, it is water-resistant and lasts for several days. Each client receives an individualized product kit that can easily be applied at home. The company has licensed clinics in Australia, Canada, Estonia, India, the Middle East, New Zealand, India, Turkey, and the United States. For more information, please visit http://www.microskin.com.au/.
MEDIA CONTACT: Jessica Yingling, Ph.D., Little Dog Communications Inc., jessica@litldog.com, +1.858.344.8091
SOURCE: Microskin, plc
2016 August 16th
Microskin Launches Clinical and Consumer iPhone Apps to Personalize ‘Second Skin’ Product for Vitiligo and Other Skin-Related Conditions
LONDON and BRISBANE, Australia, August 16, 2016 – Microskin plc (MLSKN:Euronext Paris) announced today the launch of two different iPhone apps to find the right ‘second skin’ product for people who want to conceal vitiligo, birthmarks, burns, eczema, lupus, keloid scarring, tattoos, and other skin-related conditions.
Based on proprietary color science technologies, Microskin’s new app will select from the company’s personalized, color-matched line of waterproof second skin products. Different than heavy foundations or makeup, Microskin’s second skin does not rub off, allows skin to breathe, and lasts several days.
“We recently expanded our worldwide network of clinics, and now with these apps we can help anyone, regardless of location, access our second skin products,” said Barry Amor, chairman of Microskin plc. “Once the app finds a skin color match, the user can order second skin products directly through Microskin’s online store.”
Determining skin color is a complex process because living skin has multiple layers with varying reflective and translucent properties that change how a skin color is observed depending on the light source. For medical applications, skin color is normally determined in a clinic by trained personnel using a special machine, called a spectrophotometer.
“Other apps do a simple paint-matching program which serves up a flat, artificial color,” explained Mr. Amor. “We took advantage of the excellent computing and camera power of today’s mobile devices to build a breakthrough app that captures and calculates skin’s reflective and translucent characteristics to identify a person’s true skin color.”
The first app is available through Apple’s App Store. The second app is for dermatologists and skin clinics and requires a specialized iPhone clip-on device, which emits a signature light source to provide a comprehensive color match. The specialized device and app is available through Microskin’s clinical partner program.
“Our clinics have done an excellent job using Microskin’s proprietary color correction software to provide clients an individually formulated second skin product,” said Mr. Amor. “Now that technology and Microskin’s superior color correction system is accessible to everyone through a simple mobile app.”
About Microskin plc
Founded in 2005, Microskin plc is a public company that develops simulated second skin for a variety of cosmetic and medical uses. Microskin’s simulated second skin is the world-leading product that combines years of cosmetic chemistry research with a proprietary color-matching software. Because Microskin’s second skin does not rub off, it is water-resistant and lasts for several days. Each client receives an individualized product kit that can easily be applied at home. The company has licensed clinics in Australia, Canada, Estonia, India, the Middle East, New Zealand, India, Turkey, and the United States. For more information, please visit http://www.microskin.com.au/.
MEDIA CONTACT: Jessica Yingling, Ph.D., Little Dog Communications Inc., jessica@litldog.com, +1.858.344.8091
SOURCE: Microskin, plc
Microskin Continues to Expand Worldwide Network
with First Clinics Opening in Canada, India and the Middle East
Microskin’s world-first simulated second skin assists people with vitiligo, birthmarks, burns, eczema, and other skin-related conditions
LONDON and BRISBANE, Australia , May 24, 2016 – Microskin plc (MLSKN:Euronext Paris) announced today the continued expansion of the company’s worldwide network of clinics with the opening of licensed clinics in Canada, India and the Middle East. Bringing the total to nine clinics around the world that offer a personalized solution to create a color-matched, waterproof ‘second skin’ to conceal or camouflage skin conditions. The six other clinics are located in Australia, Estonia, New Zealand, Turkey, and the United States.
“The great need for our world-leading second skin product has propelled the expansion of Microskin’s worldwide network of clinics to Canada, India and the Middle East,” said Barry Amor, chairman of Microskin plc. “People around the world are searching for second skin solutions for something as simple as camouflaging a tattoo to the profound effect of covering noticeable skin conditions like vitiligo, allowing our clients to feel like themselves again.”
Since the opening of its first clinic in Brisbane in 2005, Microskin has assisted people from all over the world with skin-related conditions, including vitiligo, birthmarks, burns, eczema, lupus, and keloid scarring. Vitiligo is a condition where the skin loses color in blotches. Different than heavy foundations or makeup, Microskin’s second skin does not rub off, allows skin to breathe, and lasts several days.
“Microskin’s superior color correction system is individually formulated to each person’s skin, so our clients feel confident in their appearance and are pleased with how it feels and how long it lasts.” continued Mr. Amor. “We are especially pleased to have a licensed clinic opening in India, which has the largest population of people per capita with vitiligo.”
The first clinic in India is expected to open in Coimbatore by the end of the summer, with multiple clinics opening across the subcontinent in the next three years. The first licensed Microskin clinic in Canada will be located in Toronto and is expected to open in June. In the Middle East, Microskin has completed training with the National Center for Vitiligo and Psoriasis, and the first clinic is expected to open in Riyadh, Saudi Arabia in June.
About Microskin plc
Founded in 2005, Microskin plc is a public company that develops simulated second skin for a variety of cosmetic and medical uses. Microskin’s simulated second skin is the world-leading product that combines years of cosmetic chemistry research with a proprietary color-matching software. Because Microskin’s second skin does not rub off, it is water-resistant and lasts for several days. Each client receives an individualized product kit that can easily be applied at home. The company has licensed clinics in Australia, Canada, Estonia, India, the Middle East, New Zealand, India, Turkey, and the United States. For more information, please visit http://www.microskin.com.au/.
MEDIA CONTACT: Jessica Yingling, Ph.D., Little Dog Communications Inc., jessica@litldog.com, +1.858.344.8091
SOURCE: Microskin, plc
[JY1]If the company is HQ’d in the UK, you may consider adding London – if that is the city where the HQs are located. London is one of the handful of cities that does not require a country. http://writingexplained.org/ap-style/ap-style-datelines
Microskin plc: Change to Effective Date of Share Sub-Division
15 March 2016
Share Sub-Division to Take Effect from 6pm (GMT) on 17 March 2016
Microskin plc (the “Company”) wishes to inform the market that the sub-division of its ordinary shares will now take effect from 6pm (GMT) on Thursday, 17 March 2016. The change is necessary to accommodate the operational requirements of relevant market parties and systems.
Following the sub-division, the Company’s €0.12 ordinary shares will begin trading on the Marché Libre market of Paris Euronext on 18 March 2016. The crediting, as applicable, of the B shares to CREST stock accounts is expected to occur on 18 March 2016, and their recognition within Euroclear France is expected to occur on 22 March 2016.
The Company thanks its shareholders for their patience and looks forward to having all market arrangements for its shares in place early next week.
Issued by
Barry Amor
Executive Chairman
Microskin plc
Contact
271a Rode Road
Wavell Heights Qld 4012
p: +61732606125 f +61732606295
w: www.microskin.com.au
e: bamor@microskin.com.au
The issuers of this announcement warrant that they are solely responsible for the content, accuracy and originality of the information contained therein.
Microskin plc : All resolutions [unanimously] passed at adjourned GM on 10 March 2016
10 March 2016
Adjourned General Meeting 10 March 2016
Microskin plc (the “Company”) wishes to inform the market that the Company held its adjourned general meeting of shareholders at 6.00pm (Brisbane Time) at 217A Rode Road, Wavell Heights, Brisbane, 4012 QLD, Australia on 10 March 2016 (the “General Meeting”).
All resolutions set out in the notice of meeting dated 12 February 2016 and put to the General Meeting were passed unanimously by the shareholders present in person or by proxy and represented at the meeting. The Company is pleased to confirm that a total of 12,299,900 votes were cast in favour of all resolutions, making up over 85% of all votes that could have been cast.
Pursuant to the first resolution as amended by ordinary resolution at the General Meeting, each of the Company’s ordinary shares of €1.20 will be sub-divided on a ten-to-one basis into one new ordinary share of €0.12 (“New Ordinary Share”) and nine B ordinary shares of €0.12 each (“B Shares”) with effect from 6pm (GMT) on 15 March 2016 unless the directors reasonably determine a later date in the interests of an orderly market. As of that time, the Company’s share capital will be made up of 14,362,965 New Ordinary Shares and 129,266,685 B Shares.
The New Ordinary Shares and the B Shares will have the same rights as the pre-division ordinary shares, except that the B Shares will only be transferable through off-market trades and will have no right to dividends for twenty-four months after issue. At the end of that period, the B Shares will convert automatically into New Ordinary Shares and the directors expect that they will be admitted to trading on the Marché Libre market of Paris Euronext (“Marché Libre”).
The New Ordinary Shares will be tradeable on Marché Libre with the same ISIN as the pre-division ordinary shares, and the validity of existing share certificates will be unaffected. The opening market price of the New Ordinary Shares will be equal to one-tenth of their closing price on the effective date.
B Shares resulting from the sub-division of existing ordinary shares held through the CREST system will be issued in dematerialized form and no share certificates will be issued in respect of them. ISIN number GB00BYZ0C406 has been assigned to the B Shares, which are expected to be credited, as applicable, to CREST stock accounts on 16 March 2016 (assuming the share sub-division is effective the preceding day).
B Shares resulting from the sub-division of certificated ordinary shares will be issued in certificated form, and share certificates will be sent to shareholders by no later than 14 days following the meeting date.
The General Meeting also approved the issue of preference shares of €0.12 each (“Preference Shares”) which are entitled to receive a cumulative preferential dividend in each of the first two years following issue, and authorised the directors to determine the amount of that dividend provided it does not exceed €0.05 in each year. Pursuant to the resolutions, the Preference Shares will be converted into New Ordinary Shares on the later of the date that is 24 months after the first date of issue and the date on which the preferential dividend has been paid in full.
During 2016, the Company expects to undertake a private placement of approximately 10 million Preference Shares for targeted proceeds of approximately €2,000,000.
The General Meeting also confirmed authorities relating to the allotment of shares as given at the Company’s 2015 Annual General Meeting, and approved the adoption of new articles of association for the Company setting out the rights and restrictions applicable to the New Ordinary Shares, the B Shares and the Preference Shares.
Issued by
Barry Amor
Executive Chairman
Microskin plc (“the Company”)
Contact
271a Rode Road
Wavell Heights
Brisbane
Qid Australia 4012
p:+617 3260 6125 | f: +617 3260 6295
w: www.microskin.com.au
e: bamor@microskin.com.au
The issuers of this announcement warrant that they are solely responsible for the content, accuracy and originality of the information contained therein.
Microskin plc : Change Regarding Proposed B Ordinary Shares
10th March 2016
B Ordinary Shares to be Issued in Uncertificated Form
Microskin plc (the “Company”) wishes to inform the market that, as a result of its discussions with Euronext and Euroclear regarding the mechanics of the Company’s proposed share sub-division, the B ordinary shares (“B Shares”) resulting from the sub-division (if approved) of existing ordinary shares held through the CREST system will be issued in dematerialized form and no share certificates will be issued in respect of them.
A new ISIN number has been assigned in respect of the B Shares, which will be announced following the adjourned General Meeting of the Company on 10 March 2016 provided the share sub-division is approved. The crediting, as applicable, of B Shares to CREST stock accounts is expected to occur on 16 March 2016 (assuming the share sub-division is effective the preceding day).
The decision to issue B Shares in uncertificated form is intended to ensure that shareholders who hold their existing ordinary shares through Euroclear France will receive their shares in an orderly fashion.
B Shares resulting from the sub-division of certificated ordinary shares will be issued in certificated form, and share certificates will be sent to shareholders by no later than 14 days following the meeting date, as set out in the Notice of General Meeting dated 12 February 2016.
Issued by
Barry Amor
Executive Chairman
Microskin plc (“the Company”)
Contact
271a Rode Road
Wavell Heights
Brisbane Qld Australia 4012
p: +617 3260 6125 | f: +617 3260 6295
w: www.microskin.com.au
e: bamor@microskin.com.au
The issuers of this announcement warrant that they are solely responsible for the content, accuracy and originality of the information contained therein
Microskin plc : Proposed Amendment to Resolution 1
9th March 2016
Proposed Change to Effective Date of Share Sub-Division
Microskin plc (the “Company”) wishes to inform the market that it has received written notice from a shareholder of a proposed amendment to Resolution 1 as set out in the Notice of General Meeting dated 12 February 2016.
Pursuant to the proposed amendment, the effective time of the share sub-division (assuming that it is approved at the Company’s adjourned General Meeting on 10 March 2016) would be changed from 6pm (GMT) on the resolution date to 6pm (GMT) on 15 March 2016 (or such later date as the directors may reasonably determine in the interests of an orderly market). The reason for the proposed amendment is stated to be to ensure that the relevant market parties and systems are fully ready to process the new ordinary shares and B ordinary shares resulting from the share sub-division.
Resolution 1 is proposed as an ordinary resolution and may be amended by ordinary resolution in accordance with the Company’s articles of association.
Issued by
Barry Amor
Executive Chairman
Microskin plc (“the Company”)
Contact
271a Rode Road
Wavell Heights
Brisbane Qld Australia 4012
p: +6173260 6125 f: +6173260 6295
w: www.microskin.com.au
e: bamor@microskin.com.au
The issuers of this announcement warrant that they are solely responsible for the content, accuracy and originality of the information contained therein.
Microskin PLC : Adjournment of GM to 10 March 2016
3 March 2016
General Meeting 3rd March 2016 –Adjournment
Microskin plc (the “Company”) wishes to inform the market that, as announced yesterday, the general meeting (the “General Meeting”) of shareholders held at 6.00pm (Brisbane Time) was adjourned for a period of seven days.
The adjourned General Meeting will now be held at 6.00pm (Brisbane Time) at 217A Rode Road, Wavell Heights, Brisbane, 4012 QLD, Australia on 10 March 2016. The conference details for the General Meeting will remain the same.
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Issued by
Barry Amor
Executive Chairman
Microskin PLC
Contact
271a Rode Road
Wavell Heights
Brisbane
Qld Australia 4012
p: 617 3260 6125 f: 617 3260 6295
w: www.microskin.com.au
e: bamor@microskin.com.au
The issuers of this announcement warrant that they are solely responsible for the content, accuracy and originality of the information contained therein.
Microskin PLC : GM on 3rd March 2016 to be adjourned
2 March 2016
General Meeting 3rd March 2016 – Planned Adjournment
Microskin plc (the “Company”) wishes to inform the market that it is expected that the general meeting of shareholders to be held at 6.00pm (Brisbane Time) at 217A Rode Road, Wavell Heights, Brisbane, 4012 QLD, Australia on 3rd March 2016 (the “General Meeting”) will be adjourned.
It is expected that the General Meeting will be adjourned for a period of seven days and the adjourned meeting will be held at the same time and location on 10 March 2016.
The Company has been in discussions with Euronext and Euroclear regarding the mechanics of the share sub-division and the consequences for those shareholders who hold shares through Euroclear. Unfortunately it has not been possible to resolve these discussions prior to the General Meeting and therefore the board believes that it is in the best interests of the shareholders to adjourn the General Meeting, so that the shareholders will be able to consider the proposed resolutions in light of all relevant information.
The General Meeting will still be opened as planned on 3 March 2016, but as the first item of business, the Chair will propose that the General Meeting is adjourned for a period of seven days. Assuming this adjournment is accepted by the meeting, the General Meeting will then be immediately adjourned.
Any proxies submitted in respect of the General Meeting will remain valid in respect of the adjourned General Meeting.
Issued by
Barry Amor
Executive Chairman
Microskin PLC
Contact
271a Rode Road
Wavell Heights
Brisbane
Qld Australia 4012
p: 617 3260 6125 f: 617 3260 6295
w: www.microskin.com.au
e: bamor@microskin.com.au
The issuers of this announcement warrant that they are solely responsible for the content, accuracy and originality of the information contained therein.