Cogenpower PLC - Result of Meeting
RNS Number : 1651Y
Cogenpower PLC
01 December 2017
 

 

 

 

 

FOR IMMEDIATE RELEASE

 

1 December 2017

 

Cogenpower plc

("Cogenpower" or the "Company" or the "Group")

Result of General Meeting

 

Result of General Meeting

The Board of Cogenpower is pleased to announce that at the General Meeting of the Company held earlier today, all the Resolutions were duly passed, approving the sale by the Company of Cogenpower srl in accordance with the conditional sale and purchase agreement to Re Sipar srl, an Italian company wholly-owned by Francesco Vallone, the founder and current Chief Executive of the Company, and the change of the Company's name to Monreal plc.

 

AIM Rule 15

In accordance with AIM Rule 15, the Disposal constitutes a fundamental change of business. On Completion, which is expected to occur on Monday, 4 December 2017, the Company will cease to own, control or conduct all or substantially all, of its existing trading business, activities or assets.

 

Following completion of the Disposal therefore, the Company will become an AIM Rule 15 cash shell and as such will be required to make an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules) on or before the date falling six months from completion of the Disposal or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6 million) failing which, the Company's Ordinary Shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of suspension should the reason for the suspension not have been rectified.

 

Board changes

As previously announced, Francesco Vallone will resign as a director of the Company with effect from Completion on Monday, 4 December 2017. The Board intends to make additional appointments to assist the Company in its new strategic direction as a cash shell and further announcements will be made in due course.

 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

 

Further enquiries:

 

Cogenpower plc

Martin Groak

 

+44 (0) 20 7469 0930

info@cogenpower.co.uk

 

Beaumont Cornish Limited

(Nominated Adviser)

 

Roland Cornish / Michael Cornish

+44 (0)20 7628 3396

www.beaumontcornish.co.uk

 

Peterhouse Corporate Finance Limited (Broker)

Heena Karani                                  Lucy Williams

+44 (0) 20 7469 0930

 

 

 

APPENDIX

 

The following definitions apply throughout this Announcement unless the context requires otherwise:

 

"AIM Rules"

 

the AIM Rules For Companies, whose securities are admitted to trading on AIM, as published by the from time to time

 

"AIM"

 

the market of that name operated by the

 

"Cogenpower srl"

Cogenpower srl, a company incorporated in Italy and registered with the Turin Chamber of Commerce with number TO-1009761 and having Italian fiscal code 08913490010

 

 

"Completion"

 

completion of the Disposal expected to occur on or about 4 December 2017

 

"General Meeting"

the General Meeting of Shareholders convened for 1 December 2017

 

"Group"

 

the Company, Cogenpower srl and its Subsidiaries

 

"RSS" or the "Purchaser"

Re Sipar srl an Italian company with registered office at Corso Re Umberto, 54 - 10128 Turin, Italy

 

 

"Resolutions"

 

the resolutions set out in the Notice of General Meeting

"SPA"

the conditional quota purchase agreement dated 14 November 2017 between RSS and the Company in respect of the Disposal

 

ENDS


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