TIDMVRE
RNS Number : 0802U
VR Education Holdings PLC
27 July 2020
For immediate release 27 July 2020
VR Education Holdings plc
('VR Education' or the 'Company')
Notice of Annual General Meeting
Approval of Whitewash Resolution under Rule 9 of the
Irish Takeover Rules
VR Education (AIM: VRE; Euronext Growth: 6VR), a leading virtual
reality ('VR') technology company focused on the education and
enterprise training space, announces that the Company's Annual
General Meeting will be held at 11:00 a.m. on Friday, 21 August
2020 at Unit 9, Cleaboy Business Park, Old Kilmeaden Road,
Waterford, X91 AX83, Ireland .
The Company's Annual Report and Accounts for the year ended 31
December 2019 ('2019 Annual Report') was posted to shareholders on
30 June 2020, and copies of the 2019 Annual Report, together with
the Notice of Annual General Meeting and Form of Proxy, are
available from the Company's investor relations website at
www.vreducationholdings.com .
In addition to the other resolutions, a resolution is being
proposed at the Annual General Meeting to seek a waiver from the
independent shareholders of the requirements of Rule 9 of the Irish
Takeover Code to allow certain options to be exercised in light of
the recent investment by HTC as announced on 20 May 2020. Further
details are contained in the extract of the Chairman's Letter set
out below this announcement.
In light of the public health advice in response to the COVID-19
pandemic, including to limit travel and public gatherings, and the
importance of the health and safety of Shareholders, staff and
others, the Company strongly encourages all Shareholders to submit
their Form of Proxy or CREST Proxy Instruction, appointing the
chairman of the Annual General Meeting as proxy, rather than attend
the Annual General Meeting in person which, given the COVID-19
pandemic, cannot be facilitated. Only the formal business of the
Resolutions will be carried out at the Annual General Meeting and
no update will be provided.
- Ends -
For further information, please contact:
VR Education Holdings plc Tel: +353 87 665 6708
Richard Cooper, Chairman contact@vreducationholdings.com
David Whelan, CEO
Séamus Larrissey, CFO
Cairn Financial Advisers LLP (Nominated Tel: +44 (0) 20 7213
Adviser) 0880
James Caithie / Liam Murray / Ludovico
Lazzaretti
Shard Capital Partners LLP (Joint Tel: +44 (0) 20 7186
Broker) 9952
Damon Heath / Erik Woolgar
Davy (Joint Broker & Euronext Growth Tel: +353 1 679 6363
Advisor)
Fergal Meegan / Ronan Veale / Barry
Murphy
Buchanan (Financial PR) Tel: +44 (0)20 7466 5000
Henry Harrison-Topham / Chris Lane VRE@buchanan.uk.com
/ Tilly Abraham
Notes to Editors
VR Education, together with its wholly owned subsidiary, is an
early stage VR software and technology group based in Waterford,
Ireland, dedicated to transforming the delivery methods of
education and corporate training by utilising VR technologies to
deliver fully immersive virtual learning experiences. The Group's
core focus is the development and commercialisation of its online
virtual social learning and presentation platform called ENGAGE,
which provides a platform for creating, sharing and delivering
proprietary and third-party VR content for educational and
corporate training purposes.
In addition to the ongoing development of the ENGAGE platform,
the Group has also built two downloadable showcase VR experiences,
being the award-winning Apollo 11 VR experience and the Titanic VR
experience.
On 12 March 2018, VR Education listed on the AIM market of the
London Stock Exchange and on the Enterprise Securities Market, a
market regulated by Euronext Dublin. For further information,
please visit www.vreducationholdings.com .
The following information has been extracted without material
adjustment from the Notice of Annual General Meeting sent to VR
Education's shareholders (the 'Circular') dated 27 July 2020.
Copies of the Circular will be available free of charge to the
public at https://immersivevreducation.com
NOTICE OF ANNUAL GENERAL MEETING AND APPROVAL OF WHITEWASH UNDER
RULE 9 OF THE IRISH TAKEOVER RULES
In light of the public health advice in response to the COVID-19
pandemic, including to limit travel and public gatherings, and the
importance of the health and safety of Shareholders, staff and
others, the Company strongly encourages all Shareholders to submit
their Form of Proxy or CREST Proxy Instruction, appointing the
chairman of the Annual General Meeting as proxy, rather than attend
the Annual General Meeting in person which, given the COVID-19
pandemic, cannot be facilitated. Only the formal business of the
Resolutions will be carried out at the Annual General Meeting and
no update will be provided.
1. Introduction and background
On 19 May 2020, HTC agreed to invest EUR3,000,000 in the Company
and pursuant to the investment holds 48,284,102 new Ordinary
Shares, being approximately 20% of the enlarged issued share
capital of the Company.
Further to the recent notice of general meeting of the Company
dated 19 May 2020, HTC is an indirect wholly owned subsidiary of,
and is engaged in investment activities on behalf of, HTC
Corporation. HTC Corporation, having a market capitalisation of
NT$24,687,000,000 and over 3,000 employees, is listed on the Taiwan
Stock Exchange. HTC Corporation designs, manufactures, assembles,
processes, and sells smart mobile devices, equipment and has
significant interest in VR and mobile computing with extensive
business reach in the greater Chinese market and globally. With the
global spread of COVID-19, HTC Corporation, a global leader in VR
technology and equipment, and VR Education are working closely
together to help alleviate current commercial and education issues
created by the widespread self-isolation enforced by governments
worldwide.
The Company has in place a share incentive plan (from initial
admission of the Company to the AIM market of the London Stock
Exchange and the Euronext Growth Market as regulated by Euronext
Dublin) as adopted in March 2018 permitting the issue of options in
respect of up to 10% of the Company's Ordinary Shares, in which the
Company's employees, consultants, contractors and directors
(including non-executive directors) are entitled to participate
(the "ESOP").
A list of the current holders of options pursuant to the ESOP
and the relevant number of Ordinary Shares relating to such options
are detailed in the table below. Note that all option holders are
employees of the Company save as indicated.
Name Options in respect of Ordinary
Shares
Employees 2,554,586
-------------------------------
Richard Cooper (Chairman) 1,000,000
-------------------------------
Séamus Larrissey (Director) 910,940
-------------------------------
Total Options Granted 4,465,526
-------------------------------
The Company has an outstanding pool of 14,848,115 Ordinary
Shares over which options pursuant to the ESOP may be granted.
Assuming full issuance and exercise of the outstanding option pool,
the issued share capital of the Company on a fully diluted basis
would be EUR260,734.149 made up of 260,734,149 Ordinary Shares.
2. Dispensation from Rule 9 of the Takeover Rules
Under Rule 9 of the Takeover Rules, any person or persons acting
in concert, whether by a series of transactions over a period of
time or not, who:
a) acquires 30% or more of the Ordinary Shares will be required to make a Mandatory Offer; or
b) holds 30% or more of the Ordinary Shares is prohibited from
acquiring more than 0.05% of the Ordinary Shares during any
12-month period, without making a Mandatory Offer.
HTC and the Company's Directors collectively hold 127,372,444
Ordinary Shares. The aggregate shareholding of the Directors is
79,088,342 Ordinary Shares, as further detailed in the table
below.
Director Number of Percentage of
Ordinary Shares held Ordinary Shares
David Whelan 38,665,000 16.02%
---------------------- -----------------
Sandra Whelan 38,665,000 16.02%
---------------------- -----------------
Richard Cooper (held
by Huntress (CI) Nominees
Limited) 1,070,400 0.44%
---------------------- -----------------
Michael Boyce (held
by HSDL Nominees Limited) 499,942 0.21%
---------------------- -----------------
Tony Hanway (held
by Davycrest Nominees
a/c 0138862) 100,000 0.04%
---------------------- -----------------
Seamus Larrissey 88,000 0.04%
---------------------- -----------------
Total 79,088,342 32.76%
---------------------- -----------------
Under the Takeover Rules, the Company being an associated
company of HTC due to HTC's 20% shareholding in the Company, the
Directors are presumed to be persons acting in concert with, inter
alia, HTC. The aggregate percentage shareholding of HTC and the
Directors is 52.76% of the issued share capital of the Company. As
HTC and the Directors are presumed to be acting in concert, the
Company's directors and HTC are together limited, in aggregate, to
acquiring 0.05% of the Ordinary Shares in any 12-month period to
avoid triggering a Mandatory Offer.
Were the (i) Company to issue further options to the Company's
Directors pursuant to the ESOP which options were subsequently
exercised, or (ii) options previously issued to Directors pursuant
to the ESOP exercised, there is a risk that the 0.05% threshold
would be breached and, as a result, under Rule 9 of the Takeover
Rules, the Concert Party would be required to make a Mandatory
Offer, unless such Mandatory Offer is waived by the Panel. Equity
compensation as part of a Director's remuneration package is market
standard practice and has the benefit of aligning the Director's
interests with Shareholders' interests. Where the Company is unable
to issue equity compensation to its Directors this could:
a) curtail the Company's ability to attract and retain competent independent Directors; and
b) result in Shareholders and / or proxy advisory firms taking a
negative view of the Company's Director compensation
arrangements,
furthermore:
c) any options currently held (or indeed awarded in future) by
the Company's Directors may not be exercisable in accordance with
the terms thereof without triggering a Mandatory Offer.
Therefore, the Company has sought from the Panel a waiver in
respect of Rule 9 of the Takeover Rules.
The table below sets out the Concert Party maximum holding of
Ordinary Shares (subject to the option grant limits as prescribed
by the ESOP) on the assumption that all outstanding options were
granted to and subsequently exercised by the Directors:
Name Number Options Total % of Units
of Ordinary
Shares
held
HTC 48,284,102 48,284,102 18.70%
------------- ------------ ------------ -----------
David Whelan 38,665,000 38,665,000 14.98%
------------- ------------ ------------ -----------
Sandra Whelan 38,665,000 38,665,000 14.98%
------------- ------------ ------------ -----------
Richard Cooper
(held by Huntress 1,000,000
(CI) Nominees (currently
Limited) 1,070,400 held) 2,070,400 0.80%
------------- ------------ ------------ -----------
Michael Boyce
(held by HSDL
Nominees Limited) 499,942 499,942 0.19%
------------- ------------ ------------ -----------
Tony Hanway
(held by Davycrest
Nominees a/c
0138862) 100,000 100,000 0.04%
------------- ------------ ------------ -----------
910,940
Séamus (currently
Larrissey 88,000 held) 998,940 0.39%
------------- ------------ ------------ -----------
Remaining Options
to Directors 14,848,115 14,848,115 5.75%
------------- ------------ ------------ -----------
Total Concert
Party Holding 55.83%
------------- ------------ ------------ -----------
Total Shareholding 241,420,508
------------- ------------ ------------ -----------
Total Option
Pool available
to Directors
(excludes options
issued to staff
members already) 16,759,055
------------- ------------ ------------ -----------
Fully Diluted
Share Capital
(excluding adviser
warrants and
options issued
already to staff
members) 258,179,563
------------- ------------ ------------ -----------
It is not currently the Company's intention to award any
additional options pursuant to the ESOP to the Directors. It is
envisaged that future grants, to the extent approved by the Board,
shall be awarded to attract and retain competent employees and
independent directors (to the extent required).
3. Waiver in respect of Rule 9 of the Takeover Rules
The Panel has agreed to provide a waiver in respect of Rule 9.1
of the Takeover Rules in respect of any mandatory offer obligation
which may be incurred by the Concert Party by reason of an increase
in their aggregate percentage shareholding of up to 55.83% as a
result of the exercise by the Directors of options granted and to
be granted to them, pursuant to the ESOP and on the basis as
outlined in the table above, subject to the following
conditions:
a) the passing of the Whitewash Resolution, on a poll vote, by a
majority of the Independent Shareholders of the Company to approve
the maximum potential shareholding of the Concert Party of 55.83%
of the issued Ordinary Shares in the capital of the Company;
and
b) the approval by the Panel of a circular to Shareholders which
complies with the whitewash guidance note of Rule 9, as
appropriate. This circular has been so approved (in this respect
only) by the Panel.
4. Annual General Meeting and the Whitewash Resolution
A notice convening the Annual General Meeting is set out in the
Appendix to this Circular, at which the Whitewash Resolution will
be proposed.
The Annual General Meeting will take place on 21 August
2020.
The Whitewash Resolution is being proposed as an ordinary
resolution and requires a simple majority of the votes of
Independent Shareholders cast to be cast in favour on a poll in
order for it to be passed.
5. Effect of not approving the Whitewash Resolution
Should Shareholders not vote in favour of the Whitewash
Resolution set out in the Appendix to this Circular, the Company
would be restricted from issuing options to the Company's Directors
pursuant to the ESOP and existing options would not be exercisable
in accordance with the terms thereof. As you will be aware, equity
compensation as part of a Director's remuneration package is market
standard practice and has the benefit of aligning the Director's
interests with Shareholders' interests.
If you are in any doubt about the contents of this document or
as to the action you should take, you are recommended immediately
to seek your own personal financial advice from your stockbroker,
bank manager, solicitor, accountant, or other independent financial
adviser authorised pursuant to FSMA, or, in the case of
Shareholders in a territory outside Ireland and the United Kingdom,
from another appropriately authorised independent financial
adviser.
6. Action to be taken in respect of the Annual General Meeting
For Shareholders who hold their Ordinary Shares in certificated
form, you will find enclosed with this document a Form of Proxy for
use by such Shareholders at the Annual General Meeting. In light of
the COVID-19 pandemic, you are requested to complete and sign the
Form of Proxy and return it to the Company's Registrars -
Computershare, 3100 Lake Drive, Citywest Business Campus, Dublin
24, Ireland - so as to arrive no later than 48 hours before the
time appointed for the Annual General Meeting. The return of the
Form of Proxy will not prevent you from attending the Annual
General Meeting and voting in person should you wish to do so.
Alternatively, for those who hold Ordinary Shares in CREST, a
Shareholder may appoint a proxy by completing and transmitting a
CREST Proxy Instruction to Computershare. In each case the proxy
appointment must be received by no later than 48 hours before the
time appointed for the Annual General Meeting. The completion and
return of either an electronic proxy appointment notification or a
CREST Proxy Instruction (as the case may be) will not prevent a
Shareholder from attending and voting in person at the Annual
General Meeting or any adjournment thereof, should such Shareholder
wish to do so.
The Company strongly encourages all Shareholders to submit their
Form of Proxy or CREST Proxy Instruction, appointing the chairman
of the Annual General Meeting as proxy, rather than attend the
Annual General Meeting in person.
7. Recommendation
The Board is proposing the Whitewash Resolution - a waiver of
Rule 9 of the Takeover Rules by the Panel - for consideration by
the Independent Shareholders. As this waiver is in respect of
general offer obligations under the Takeover Rules which HTC and
the Directors collectively may incur, the Directors are not
permitted to give any recommendation to the Independent
Shareholders in respect of this resolution.
Instead, the Board confirms that Davy Corporate Finance has
advised the Company that it (i) considers the authorities, which
are being proposed in the Whitewash Resolution, to be in the best
interests of the Company and the Independent Shareholders as a
whole; and (ii) recommends that the Independent Shareholders vote
in favour of the Whitewash Resolution. In providing this advice
Davy Corporate Finance has taken into account the Board's
commercial assessment of the transactions which could be undertaken
if this resolution were approved.
Subject to the Independent Shareholders approving the
transactions provided for in the Whitewash Resolution, the Irish
Takeover Panel has agreed to waive any obligation of the Concert
Party to make an offer under Rule 9 of the Takeover Rules that
might result from the transactions.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication and Posting of this Circular 27 July 2020
and Form of Proxy
Latest time and date for receipt of 11 a.m. on 19 August
Forms of Proxy 2020
Annual General Meeting 11 a.m. on 21 August
2020
Notes:
1. Each of the above times and/or dates is subject to change at
the absolute discretion of the Company, Cairn and Davy. If any of
the above times and/or dates should change, the revised times
and/or dates will be announced through a Regulatory Information
Service.
2. All of the above times refer to London time unless otherwise stated.
Definitions
"Act" the Companies Act 2014
"Board" the board of directors of the Company
"Cairn" Cairn Financial Advisers LLP
"Concert Party" Directors and HTC
"Davy" J&E Davy, trading as Davy, including its associate
Davy Corporate Finance
"Directors" the directors of the Company
"ESOP" has the meaning ascribed thereto in the letter from
the Chairman of the Company
"HTC" H.T.C. (B.V.I.) Corporation having its registered
address at No. 88, Sec. 3, Zhongxing Rd., Xindian
District, New Taipei City 231, Taiwan, a wholly-owned
subsidiary of HTC Corporation
"HTC Corporation" HTC Corporation having its registered address at
23 Xinghua Road, Taoyuan 330, Taiwan, R.O.C., listed
on the Taiwan Stock Exchange
"Independent all the holders of Ordinary Shares other than HTC
Shareholders" and the Directors
"Ordinary Shares" ordinary shares of EUR0.001 each in the capital
of the Company
"Mandatory a general offer to all the holders of any class
Offer" of equity share capital or other class of transferable
securities carrying voting rights in the C ompany
in accordance with Rule 9 of the Takeover Rules
"Panel" the Irish Takeover Panel, established pursuant to
the Irish Takeover Panel Act 1997
"Shareholders" holders of Ordinary Shares
"Takeover Rules" the Irish Takeover Panel Act 1997, Takeover Rules
2013
"Waiver" the waiver from the Panel in respect of Rule 9 of
the Takeover Rules, as further discussed in section
3 of the letter from the Chairman of the Company
"Whitewash the ordinary resolution to be passed by the Independent
Resolution" Shareholders' in respect of Rule 9 of the Takeover
Rules
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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