Welney Plc - Circular re. Capital Reorganisation and Financing PR Newswire

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY WELNEY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Welney plc

(“Welney” or the “Company”)

Explanatory Circular and Notice of General Meeting

Funding to Raise £50,000 before expenses, Capital Reorganisation and Change of Name
 

General Meeting

The Company is pleased to announce that it has today posted a notice convening a General Meeting of the Shareholders to be held on 29 June 2020 at 10:30 a.m. at the offices of Bushwood Accountants, The Barn, Tednambury Farm, Tednambury, Herts, CM23 4BD.

Conditional on passing of the Resolution at the General Meeting, Simon Grant-Rennick and Mark Jackson will join the board of Directors.

Information about Simon Grant-Rennick – Proposed Director

Simon Grant-Rennick (62) has a background in mining and metals trading, and graduated in mining engineering at the Camborne School of Mines, now a faculty of the University of Exeter. He trades base metal concentrates on the world markets on behalf of several mining companies and has extensive knowledge of doing business in sub-Saharan Africa and other emerging markets.
 

Information about Mark Jackson – Proposed Director

Mark Jackson FCA, MBA (57), has been a chartered accountant for 30 years, and now runs his own audit and accountancy practice in Kingston upon Hull, East Yorkshire, advising clients on business and taxation issues.
 

Proposed Share Sub-division and Consolidation

It is proposed to consolidate the Ordinary Shares of GBP0.001 on a one for 100 basis. Each resulting Ordinary Share of GBP0.10 will simultaneously be sub-divided into one Ordinary Share of GBP0.001 each and one Deferred Share of GBP0.099 each, which latter class of share shall have no effective economic value or rights and in respect of which the Company proposes not to issue certificates or other evidence of title other than by means of recording holders’ ownership in a register of holders of the Deferred Shares resulting from the Sub-division described above.

Placing

Subject to the Resolutions being passed at the General Meeting, the Company has conditionally, on a post Sub-division and Share Consolidation basis, placed 5,000,000 new Ordinary Shares at a price of GBP0.003, to raise GBP15,000 before expenses, representing approximately 22.5% of the Company’s Enlarged Share Capital. Subscribers have also been procured for £35,000-worth of 5% unsecured loan stock which shall, under certain circumstances, be convertible - in full or in part – at the loan stock holders’ option (but not at the option of the Company) into new Ordinary Shares of 0.1p at 0.3p per share.

Proposed Name Change

Conditional upon the passing of the other resolutions before shareholders at the General Meeting, a change of the Company’s name from Welney Plc to Quetzal Capital plc shall be proposed.

A copy of the Chairman’s letter, the expected timetable of principal events and definitions’ sections contained in the Circular, are set out in full below in this announcement, without material amendments or adjustments.

The Directors of the Company have issued this announcement after due enquiry and they accept responsibility for its content.

ENQUIRIES:

Welney plc

Darren Edmonston, Director
Telephone: +44 (0)1279 635511
Corporate Adviser

Keith, Bayley, Rogers & Co Limited

Telephone: +44 (0)20 7464 4900 / +44 (0)7506 43 41 07
Graham.Atthill-Beck@kbrl.co.uk / Brinsley.Holman@kbrl.co.uk





LETTER FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS

WELNEY PLC
(Incorporated and registered in England and Wales with the registered 05840813)


Directors:              Registered Office:

Darren Edmonston                Welney plc
Cameron Luck     The Barn, Tednambury Farm
                                Tednambury
                             Hertfordshire
                                  CM23 4BD



Proposed Capital Reorganisation;

Subscription for new Ordinary Shares;

Changes of Directorate;

Change of name;

Notice of General Meeting

Dear Shareholder,
 

Introduction
This Circular sets out the background to and the reasons for matters to be proposed at the General Meeting, the notice of which forms a part of the Document. It also explains why the Directors consider the Proposals to be in the best interests of the Company and Shareholders as a whole and why the recommend that Shareholders should vote in favour of the Resolutions to be proposed at the General Meeting.

In the last month, the Company, following proposals put forward by the Proposed Directors, has worked on an informal creditors’ voluntary arrangement, whereby they would receive cash and New Ordinary Shares in the company in settlement of the amounts due to them, the cash being provided by the Subscribers. Over 90% of the creditors have agreed to this proposal and I would like to thank these creditors for their support.

The Company has conditionally placed 5,000,000 new Ordinary Shares at a price of GBP0.003 per share, raising GBP15,000 before expenses, pursuant to the Subscription. The funds raised will be used to recapitalise the Company.

The Company has also conditionally raised £35,000 in unsecured, convertible loan stock. The loan stock shall bear interest at 5% per annum, payable annually in arrears.

The New Ordinary Shares will be issued following the passing of the Resolutions and their allotment is conditional upon the passing of the Resolutions contained in this Notice.

Conditional on the passing of the Resolutions, Cameron Luck will retire as a Director immediately following the conclusion of the General Meeting, and Simon Grant-Rennick and Mark Jackson will be appointed as Directors of the Company to join me on the board.

A notice convening a General Meeting at 10:30 a.m. on 29 June 2020 at the offices of Bushwood Accountants, to consider the Resolutions, is set out at the end of this Circular.

Background to and reasons for the Proposals
With the Company having no material value and approximately GBP380,000 in creditors/debts as at 30 April 2020, the Company has taken the decision to put forward the Proposals to Shareholders. The Proposals will also facilitate the agreement under the informal creditors’ arrangement, outlined in the introduction above. The Proposals are intended to give the Company a future.

The Company was approached by investors and, after review, the Board has decided that the Proposals are in the best interests for Shareholders as a whole. Under the Proposals, the overheads of the Company will be reduced and the proposed Board changes, Subscription and other refinancing described here will give the Company a new direction.

Share Consolidation, Share Sub-division and Subscription
It is proposed that, simultaneously with the other proposed Resolutions, the share capital of the Company be reorganised as follows:

(a)        The Ordinary Shares of GBP0.001 will be consolidated into new ordinary shares of GBP0.10 each on the basis of the one New Ordinary Share for every 100 ordinary shares of GBP0.001 each.

(b)        Each existing Ordinary Share with a par value of GBP0.1 will then be subdivided into:

(i)         One ordinary share of GBP0.001 each; and

(ii)        One deferred share of GBP0.099 each

Where the share capital reorganisation results in any Shareholder being entitled to a fraction of a new Ordinary Share, such fraction shall be aggregated and the Directors intend to sell (or appoint another person to sell) such aggregated fractions in the market and retain the net proceeds for the benefit of the Company.

Existing share certificates will cease to be valid following the Share Consolidation. New share certificates in respect of the new Ordinary Shares will be issued on or around 21 June 2020. No certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to the Deferred Shares. No application will be made for the Deferred Shares to be admitted to trading on the Aquis Exchange Growth Market or any other investment exchange.

The new Ordinary Shares will be freely transferrable, and application will be made for the new Ordinary Shares to be admitted to trading on the Aquis Exchange Growth Market.

The Deferred Shares will be transferable only with the consent of the Company and will not be admitted to trading on the Aquis Exchange Growth Market (or any other investment exchange or facility for the trading of unlisted securities). The holders of the Deferred Shares shall not, by virtue or in respect of their holdings of Deferred Shares, have any right to receive notice of any general meeting of the Company nor the right to attend, speak or vote at any such general meeting. Save as required by law, the Company need not issue share certificates to the holders of the Deferred Shares in respect of their holding thereof. The holders of Deferred Shares shall not be entitled to receive any dividend or distribution and shall only be entitled to any repayment of capital on a winding up once the holders of Ordinary Shares have received GBP1,000,000 in respect of each Ordinary Share held by them.

One consequence of the Share Consolidation is that Shareholders holding fewer than 100 Existing Ordinary Shares will receive no Ordinary Shares. This consequence of the Share Consolidation is illustrated in the table below:


Number of Existing Ordinary Shares currently held Numbe
                                                  r of
                                                  New
                                                  Ordin
                                                  ary
                                                  Share
                                                   s
                                                  held

  100                                                1

  300                                                3

15000                                              150



To effect the Share Consolidation and Share Sub-division, it will be necessary to issue an additional 95 Existing Ordinary Shares so that the Company’s issued ordinary share capital is exactly divisible by 100. These additional existing Ordinary Shares will be issued to the Registrar before the record date for the Share Consolidation and Sub-division. Since these additional shares would only represent a fraction of an Ordinary Share, this fraction will be held in the Company’s treasury and accounted for when the next external audit is conducted, as the Company’s auditors advise the Directors to be appropriate.

Directors’ Ordinary Shares and Options in the Company
Conditional on approval of the Proposals, the Directors’ interests in Ordinary Shares and rights to acquire Ordinary Shares in the Company will be as follows:


     Director       Ordinary Shares Ordinary Shares as a percentage of the
                                            Enlarged Share Capital

Darren Edmonston        431,309                     1.95%

Mark Jackson           4,060,000                    18.3%

Simon Grant-Rennick    2,500,000                    11.3%




Use of Proceeds
The proceeds of the Subscription will be used for general working capital purposes.

Dis-application of pre-emption rights and authority to allot shares
In order to facilitate the proposed Subscription, allot New Ordinary Shares to certain creditors as described above and to enable the Company to raise further funds to implement its intended Investment Strategy with minimal limitations, it is necessary for the Directors to seek authority from Shareholders at the General Meeting pursuant to the Companies Act 2006, inter alia, to issue the Subscription Shares and to issue further Ordinary Shares for cash. The Directors may look to raise additional funds for the Company following the General Meeting, subject to any necessary resolutions being approved by the Shareholders.

Full details of the authorities the Directors are seeking at the General Meeting are set out in the attached notice of General Meeting.

Proposed Directors
Subject to the Resolutions being passed, it is proposed that immediately following the General Meeting, Simon Grant-Rennick will join the Board as a non-executive director and Mark Jackson will join the board as an executive director. Cameron Luck shall retire with immediate effect and without compensation for loss of office, and shall waive all claims against the Company.

In addition to the proposed directorships of the Company, the Proposed Directors hold or have held the following directorships (including directorships of companies registered in jurisdictions other than England and Wales), or have been a partner in the following partnerships, within the five years prior to the date of this Document:


     Director           Current Directorships/          Past Directorships/
                             Partnerships                  Partnerships

Mark Jackson        Sport Capital Group plc         Lombard Capital plc

                    Ventura Finance Limited

                    Quetzal Securities Limited

                    Quetzal Capital Limited

                    Small Company Reporting Limited

                    Humberside Accountancy Courses
                    Limited

Simon Grant-Rennick Selection Mines Limited         Global Recovery Limited

                    IMFH Limited                    Standfast Press Limited

                    IM Performance Minerals Limited Kardav Limited

                    Gunmakers Hall Limited          Glyncastle Resource Limited

                    Elk Investments Limited         Assertis Limited

                    Langleycourt Properties Limited Langleycourt Limited

                    Sport Capital Group Plc         Philippine Gold Limited

                    Jacoma Estates Limited          Glyncastle Plc

                    Anglo African Conservation      Glyncastle Mining Limited
                    Limited

                    Force Commodities Limited       HIPO Resources Limited

                    All Active Asset Capital
                    Limited



There is no further information that is required to be disclosed pursuant to Appendix 1, Table A, paragraph 5.1.2 of the Aquis Exchange Growth Market – Rules for Issuers.

Change of Name
Subject to the Shareholders’ approval of the other Proposals, it is proposed that the name of the company be changed to Quetzal Capital plc.

Share certificates
New share certificates will be issued in respect of the Ordinary Shares (following the Share Consolidation and Share Sub-division) held in certificated form if, as and when transfers of Ordinary Shares evidenced by certificates for Existing Ordinary Shares are presented to the registrar for certifying against the Company’s share register and either a) the transferee specifies that he/she requires the Ordinary Shares being transferred to be in certificated form; and/or b) the transferor is due to receive a balance certificate, not having disposed of his/her entire holding of Ordinary Shares. Such new share certificates will be issued in the name of Quetzal Capital plc, and in post-Share Consolidation and Share Sub-division form.

General Meeting
There is attached to this Document and forming a part of it the notice convening a General Meeting of the Company to be held at the offices of Bushwood Accountants, at 10:30 a.m. on 29 June 2020 at which the Resolutions will be proposed, inter alia, to elect the Proposed Directors, to give the Directors authority to issue the New Ordinary Shares and to change the name of the Company. A summary of the Resolutions is set out below. Please note that unless all of the Resolutions are passed the Proposals outlined in this Document will not proceed.

At the General Meeting, the following Resolutions will be proposed, of which Resolutions 1 to 4 will be proposed as ordinary resolutions and Resolutions 5 and 6 will be proposed as special resolutions:

Resolution 1 – which will be proposed as an ordinary resolution, seeks approval for the Share Consolidation and Share Sub-division

Resolution 2 – which will be proposed as an ordinary resolution, seeks approval to authorise the Directors to issue shares pursuant to section 551 of the Act

Resolution 3 – which will be proposed as an ordinary resolution, seeks the election of Simon Grant-Rennick to the Board of the Company

Resolution 4 – which will be proposed as an ordinary resolution, seeks the election of Mark Jackson to the Board of the Company

Resolution 5 – which will be proposed as a special resolution, seeks approval to disapply the statutory pre-emption rights under section 561 of the Act

Resolution 6 - which will be proposed as a special resolution, seeks approval to change the name of the company to Quetzal Capital plc

Action to be taken
Shareholders will find enclosed a Form of Proxy enclosed for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by Registrars, not later than 10:30 a.m. on 16 June 2020, being 2 business days before the time appointed for holding the General Meeting. You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote and speak at the General Meeting instead of you. Completion of the Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you wish. Your attention is drawn to the notes to the Form of Proxy.

Recommendation
The Directors considers the Proposals to be in the best interests of the Company and the Shareholders as a whole and therefore recommend that you vote in favour of the Resolutions, as the Directors intend to do in respect of their beneficial shareholdings.

Yours faithfully,

Darren Edmonston

For and behalf of the Board

Welney Plc





EXPECTED TIMETABLE OF PRINCIPAL EVENTS


Publication of this Document                                         2 June 2020

Latest time and date for receipt of Forms of Proxy in 10:30 a.m. on 25 June 2020
respect of the General Meeting

Record Date for the General Meeting                    6:00 p.m. on 25 June 2020

General Meeting                                       10:30 a.m. on 29 June 2020

Share Consolidation and Share Sub-division becomes                  30 June 2020
effective

Despatch of definitive certificates for New Ordinary             w/c 6 July 2020
Shares in certificated form

Issue of New Ordinary Shares and Admission of these     On or around 6 July 2020
to trading on Aquis Exchange Growth Market

CREST stock accounts credited with New Ordinary         On or around 2 July 2020
Shares in uncertificated form

Proposals and Subscription become effective                         29 June 2020







SHARE CAPITAL STATISTICS


Existing Ordinary Shares of GBP0.001 each in issue as at the date 1,545,511,405
of the Document

Ordinary Shares of GBP0.001 each in issue after the Share            15,455,115
Consolidation and Share Sub-division

New Ordinary Shares to be issued pursuant to the Subscription         5,000,000

New Ordinary Shares to be issued to certain creditors                 1,690,620

Enlarged Share Capital                                               22,145,735

Subscription Shares as a percentage of the Enlarged Share Capital         22.6%

Subscription Price                                                    0.3 pence

Gross proceeds of the Subscription and loans                          GBP50,000

Estimated net proceeds of the Subscription and loans                  GBP50,000







DEFINITIONS

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


“Act”
                                        the Companies Act 2006, as amended;

“Admission”                             admission of the New Ordinary Shares to
                                        trading on the Aquis Exchange Growth
                                        Market, which is expected to become
                                        effective on or shortly after 6 July
                                        2020;

“Aquis Exchange”                        Aquis Exchange Limited, a recognised
                                        investment exchange under section 290 of
                                        FSMA, operated by Aquis Exchange plc;

“Aquis Exchange Growth Market”          the primary market for unlisted
                                        securities, operated by Aquis Exchange;

“Aquis Exchange Rules”                  the Aquis Exchange Growth Market Rules
                                        for Issuers, which set out the admission
                                        requirements and continuing obligations
                                        of companies seeking admission to and
                                        whose shares are admitted to trading on
                                        the Aquis Exchange Growth Market;

“Articles” of “Articles of Association” the articles of association of the
                                        Company from time to time;

“Board” or “Directors”                  the directors of the Company at the date
                                        of this Document: Darren Edmonston and
                                        Cameron Luck.

“Circular” or “Document”                this document and its contents;

“Company” or “Welney”                   Welney plc, a company registered in
                                        England and Wales with registered number
                                        05840813;

“Deferred Shares”                       the Deferred Shares of GBP0.099 each in
                                        the capital of the Company to be created
                                        by the Share Sub-Division described
                                        herein;

“Directors”                             the directors of the Company as at the
                                        date of this Document;

“Enlarged Share Capital”                the issued ordinary share capital of the
                                        Company as enlarged by the issue of the
                                        Subscription Shares;

“Existing Ordinary Shares”              the ordinary shares of GBP0.001 each in
                                        the capital of the Company currently and
                                        prior to the proposed Share
                                        Consolidation and Share Sub-division;

“FCA”                                   the Financial Conduct Authority of the
                                        UK, a statutory body regulating the
                                        non-banking segment of the financial
                                        services sector under the Financial
                                        Services Act 2012, as amended;

“Form of Proxy”                         the form of proxy accompanying the
                                        Circular for use at the General Meeting;

“General Meeting”                       the General Meeting of Shareholders to
                                        be held at 10:30 a.m. on 29 June 2020,
                                        notice of which forms a part of the
                                        Document and any adjournments thereof;

“Investment Strategy”                   the existing investment strategy of the
                                        Company as required by the Aquis
                                        Exchange Rules;

“New Ordinary Shares”                   the 6,690,620 Ordinary Shares, including
                                        the Subscription Shares, to be issued
                                        if, as and when the Proposals become
                                        effective;

“Ordinary Shares”                       ordinary shares of GBP0.001 each in
                                        capital of the Company, following the
                                        Share Consolidation and Share
                                        Sub-division;

“Proposals”                             the proposals set out in this Circular,
                                        whereby Shareholders are being asked to
                                        consider and, if thought fit, approve
                                        the Resolutions set out in the General
                                        Meeting which forms a part of this
                                        Document;

“Proposed Directors”                    Messrs. Simon Grant-Rennick and Mark
                                        Jackson, whose appointment as directors
                                        of the Company is conditional upon the
                                        passing of the Resolutions;

“Resolutions””                          the resolutions set in the notice of
                                        General Meeting contained within the
                                        Circular;

“Shareholder(s)”                        holder(s) of Existing Ordinary Shares in
                                        the capital of the Company;

“Share Consolidation”                   the consolidation of the Company’s share
                                        capital in accordance with Resolution 1;

“Share Sub-division”                    the sub-division of the Company’s share
                                        capital into Deferred Shares and
                                        Ordinary Shares in accordance with
                                        Resolution 1;

“Sterling” or “GBP”                     the pound Sterling, the lawful currency
                                        of the UK;

“Subscriber”                            the subscribers for the Subscription
                                        Shares;

“Subscription”                          the conditional subscription of the
                                        Subscription Shares at the Subscription
                                        Price;

“Subscription Price”                    GBP0.003 (0.3 pence) per new Ordinary
                                        Share;

“Subscription Shares”                   The 5,000,000 new Ordinary Shares to be
                                        issued by the Company pursuant to the
                                        Subscription;

“UK” or “United Kingdom”                the United Kingdom of Great Britain and
                                        Northern Ireland.







NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting (“Meeting”) of Welney Plc (“Company”) will be held on 29 June 2020 at 10.30 am at the offices of Bushwood Accountants, The Barn, Tednambury Farm, Tednambury, Herts. CM23 4BD for the purposes of considering and, if thought fit, passing the following Resolutions of which Resolutions 1 to 4 will be proposed as Ordinary Resolutions and Resolutions 5 and 6 will be proposed as Special Resolutions.

ORDINARY RESOLUTIONS:

1.   That the Company be authorised to consolidate the Existing Ordinary Shares of GBP0.001 each into shares of GBP0.10 and then to subdivide such shares into Ordinary Shares of GBP0.001 and Deferred Shares of GBP0.099

2.   That the Directors be authorised to allot Ordinary Shares in the capital of the Company up to the sum of GBP28,836 pursuant to Section 551 of the Companies Act 2006

3.   That Simon Grant-Rennick be elected to the board

4.   That Mark Jackson be elected to the board

SPECIAL RESOLUTIONS:

5.   That the Company be authorised to disapply the statutory pre-emption rights under section 561 of the Companies Act 2006 in respect of allotments of Ordinary Shares in the Capital of the Company up to the sum of GBP28,836

6.   That the Company change its name from Welney Plc to Quetzal Capital plc

In connection with Resolutions 1 to 3, Shareholders’ attention is drawn to the Circular of which this Notice of General Meeting forms a part and which has been prepared by the Directors.

The Directors recommend Shareholders vote in favour of all the Resolutions.



By order of the Board


Darren Edmonston
Director

Welney Plc
The Barn, Tednambury Farm
Tednambury
Hertfordshire
CM23 4BD

2 June 2020