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Following a vote of all Bondholders, on 31 March 2022 Astute Capital Plc passed a Special Resolution to extend maturity and to convert all issued bonds into shares following the receipt of 775 votes with 93% of voting in favour of the resolution.
As a result, the special resolution was binding on all bondholders (whether or not they voted in favour) and new Ordinary A Shares were issued based on a conversion ratio of bonds to shares of 1:1.26 with standard rounding to the nearest whole number of shares. The amount issued took into account the original sum invested, plus any unpaid interest coupons, not just to the point of conversion, but for the full period of maturity. Since that date, bondholders automatically became shareholders in the Company, and references to shareholders are interchangeable with previous references to bondholders.
The ISIN for shares is GB00BKPQVM18 and are being uploaded to CREST to allow nominee holdings in the same manner as bonds were previously held.
Astute Capital Plc has applied for the listing of its shares, designed to ensure continued liquidity for shareholders, and will update shareholders as this progresses on this webpage.
The Company held a general meeting on 19 April 2023, in accordance with the Circular issued to all shareholders. The following two resolutions were passed unanimously:
Resolution 1: is proposed to grant the Directors the authority under section 551 of the Act to issue equity securities with an aggregate nominal value of up to £5,000,000 in Astute Capital. The authority sought in Resolution 1 at the General Meeting will expire on 30 September 2023 and will be in addition to any prior authority given to the Directors.
Resolution 2: Disapplication of statutory pre-emption rights in relation to the equity securities.
When will shares be listed and what is the reason for delay?
We are aiming to complete our listing by the end of the year. There have been multiple delays for several reasons, however, these were outside of the control of Astute. We have done everything possible to list as quickly as possible, despite difficult economic times.
Do Ordinary A Shareholders have voting rights?
No. As per the proposal sent out in March 2022, Ordinary A Shareholders do not have voting rights, however, they do benefit from a right to dividends and a liquidation priority ahead of the voting shares. If you previously held bonds in Astute, then you will now hold Ordinary A Shares.
What has happened to my ISA status?
All queries regarding ISA accounts must go to your current ISA manager. If you held bonds through a nominee, then the nominee account will be credited with the shares once enabled in CREST.
Why am I not getting a call back?
Astute has closed its customer service department that previously dealt with bondholders. The reason for this is to enable the company to focus its resources on the new business model and day to day management of the business. Astute has been advised that it should now take steps to adopt new corporate governance in line with stock exchange rules and regulations ahead of its imminent listing and this includes how it communicates directly with its shareholders. Communications will be kept up to date on this webpage, and through regulatory news service announcements.
How much are my shares worth?
As of March 2023, shares are valued at £0.83 per share pursuant to an independent valuation from a top 10 UK&I Accountancy Firm.
What if I do not want shares?
All bondholders agreed when first investing to be bound by the terms and conditions of the bond issuance. Part of this was that any proposed changes would be voted upon by bondholders and would require a special majority vote. The debt-to-equity conversion was passed by way of a special majority vote which required 75% or over of bondholders to vote in favour and is binding on all investors that held bonds as at 31 March 2022. Astute continues to explore options to assist to exit shareholders that wish to sell their shares, and this includes through private equity and through the stock exchange listing to provide liquidity and a market within which to sell shares. Although Astute is exploring these options, it must stay focused on the new business model as efforts to take the business forward will only increase share value and individual investor chances of exiting their shares as early as possible.
If the Hardship form is completed, what is the likely result, and will it impact our return?
The Company is looking to raise capital and hopes that it will then be able to provide an exit for shareholders that qualify for hardship. Should The Company not be able to raise enough through the proposed entitlement offer, we will then look at raising capital from new investors and will most likely propose a similar hardship structure. We are conscious of the effect the cost-of-living crisis may be having on some investors, however, should we not be able to find a solution to assist those wishing to sell their shares, then the Company must focus on the new business model which will in turn be in the interest of shareholders and the value of their shares.
What if I just want to sell shares?
Currently we are not able to advise on any options to sell your shares in Astute Capital Plc. We will continue to work towards listing the shares and launching the new brand and business model in due course.
Will and when will dividends be paid?
Subject to board approval and the company reaching certain milestones, we aim to pay dividends in 2026.
Registered in England and Wales. Registered Address: Salisbury House, London Wall, London, EC2M 5PS. Company Number: 10407229. Astute Capital is a trading name of Astute Capital PLC.