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” or the “Company”)
Explanatory Circular and Notice of General Meeting
Funding to Raise £50,000 before expenses, Capital Reorganisation and Change of
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
Conditional on passing of the Resolution at the General Meeting,
Information about
Information about
Mark Jackson FCA, MBA (57), has been a chartered accountant for 30 years, and now runs his own audit and accountancy practice in
Proposed Share Sub-division and Consolidation
It is proposed to consolidate the Ordinary Shares of
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
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
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:
Telephone: +44 (0)1279 635511
Corporate Adviser
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
(Incorporated and registered in
Directors: Registered Office:Darren Edmonston Welney plc Cameron Luck The Barn,Tednambury Farm TednamburyHertfordshire 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
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,
A notice convening a General Meeting at
Background to and reasons for the Proposals
With the Company having no material value and approximately
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
(b) Each existing Ordinary Share with a par value of
(i) One ordinary share of
(ii) One deferred share of
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
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
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,
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
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
Subject to the Shareholders’ approval of the other Proposals, it is proposed that the name of the company be changed to
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
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
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
Resolution 4 – which will be proposed as an ordinary resolution, seeks the election of
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
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
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,
For and behalf of the Board
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this Document2 June 2020 Latest time and date for receipt of Forms of Proxy in10:30 a.m. on25 June 2020 respect of the General Meeting Record Date for the General Meeting6:00 p.m. on25 June 2020 General Meeting10:30 a.m. on29 June 2020 Share Consolidation and Share Sub-division becomes30 June 2020 effective Despatch of definitive certificates for New Ordinary w/c6 July 2020 Shares in certificated form Issue of New Ordinary Shares and Admission of these On or around6 July 2020 to trading on Aquis Exchange Growth Market CREST stock accounts credited with New Ordinary On or around2 July 2020 Shares in uncertificated form Proposals and Subscription become effective29 June 2020
SHARE CAPITAL STATISTICS
Existing Ordinary Shares ofGBP0.001 each in issue as at the date 1,545,511,405 of the Document Ordinary Shares ofGBP0.001 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 Price0.3 pence Gross proceeds of the Subscription and loansGBP50,000 Estimated net proceeds of the Subscription and loansGBP50,000
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
ORDINARY RESOLUTIONS:
1. That the Company be authorised to consolidate the Existing Ordinary Shares of
2. That the Directors be authorised to allot Ordinary Shares in the capital of the Company up to the sum of
3. That
4. That
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
6. That the Company change its name from
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
Director
The Barn,
Tednambury
CM23 4BD
