Binary platform provider and operator TechFinancials Inc (LON:TECH) has scheduled a General Meeting of shareholders for November 19, 2015.
The main purpose of the meeting, to be held at 11:00am at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU, will be to get shareholder consent for an amendment to the Company’s current Articles of Association.
In particular, shareholders will vote on whether to allow for the issuance of shares, on a non-preemptive basis, as consideration for the new joint venture TechFinancials has established in Hong Kong.
TechFinancials shares have had a tough time of it lately. The shares sit at less than half their March IPO price of £0.27, with much of the decline occurring around the company’s reporting of disappointing First Half 2015 results back in August.
TechFinancials share price since IPO. Source: Google Finance.
If the shareholders agree to the amendment of the Articles of Association, this will facilitate TechFinancials to complete the establishment of the joint venture with the owners of OptionFortune, as announced on October 21, 2015. Under terms of the current JV agreement, TechFinancials may be required to issue shares to the owners of OptionFortune, depending on the financial results of the JV for the years 2016 and 2017.
If the JV delivers US$2 million of net profit in calendar year 2016, TechFinancials will issue to the Partner’s shareholders a number of TechFinancials Inc. shares held in escrow worth US$1.54 million, at a price equal to the share price at the time of TechFinancials admission to AIM (27p), or the average price over 30 days prior to the closing date of the JV agreement, whichever the higher. If net profit in the JV is below US$2 million, the final number of TechFinancials Inc. consideration shares will be calculated and adjusted proportionally based on the audited profit of 2016.
If the JV’s net profit and revenue in 2016 surpasses US$2 million and US$4 million respectively, and provided profits in 2017 are at least 90% of net profit in 2016, TechFinancials will make an additional payment, at its option, in either shares or cash, worth 171.5% of the excess of net profit over US$2 million in 2016.
In case the net profit for 2016 is less than US$600,000; and/or revenues are less than US$3 million, TechFinancials may elect to transfer to the shareholders of the Partner, effective on 1 January 2017, 38.5% of the shares in the JV, instead of payment in TechFinancials Inc. own shares.
To view the filing with the LSE, click here.