Welney Plc - Gen. Meeting Outcome; Directorate Changes; Name-Change 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.

Quetzal Capital Plc

(formerly Welney Plc; renamed Quetzal Capital plc (“Quetzal Capital” or the "Company"))

Outcome of General Meeting, held today (29th June 2020); Changes of Directorate and Company Name

The Company, until today Welney Plc, this morning held its General Meeting, notice of which was issued on 2nd June 2020. The General Meeting was to consider the proposals contained in the notice set out in a circular (the “Circular”) dated 2nd June 2020, including:

    --  a capital reorganisation by means of a consolidation of the existing
        ordinary share capital of the Company and a sub-division of the
        consolidated share capital of the Company into ordinary shares and
        deferred shares;
    --  renewal and increase in the Directors’ share allotment powers under
        Section 551 of the Companies Act 2006 (as amended) (the “Act”) and of
        the Directors’ share allotment powers in disapplication of Section 561
        of the Act;
    --  the election of two new Directors to the board; and
    --  a change of name as indicated above from Welney Plc to Quetzal Capital
        Plc.

Each of the measures outlined above and the reasons for them were described in the Circular. I am pleased to confirm that all the resolutions proposed at the General Meeting were approved without opposition, meaning that the various measures and changes described in the Circular, which had been conditional upon shareholders’ approval, are now unconditional and may therefore be brought into immediate effect.

On 2nd June 2020, when it published its unaudited interim financial statements for the six months ended 31st December 2019, the Company announced that the board had agreed, subject to the shareholders’ sanction today, proposals to settle the monies due to its principal creditors in exchange for a combination of cash and the allotment to certain creditors of new shares in the capital of the Company; at the same time, a modest refinancing was announced in the forms both of new equity share capital and of loan capital (the latter convertible in future, under certain circumstances, into new shares) with one existing and one incoming investor. Details of these were contained in the Circular, as were the intended changes to the directorate of the Company which would occur if shareholders approved the measures laid before them earlier today.

The General Meeting today elected Mr. Simon R De C Grant-Rennick and Mr. Mark Jackson, FCA, MBA, whose biographies are set out in the Circular, as Directors of the Company. I wish to thank Mr. Cameron Luck, who today retired from the board and did not offer himself for re-election, for his past contributions to the Company and his assistance with the measures that the shareholders have today approved.

Thanks to the combined support and goodwill of Company’s creditors, of the incoming Directors who have provided the refinancing package, of my former fellow-Director, Mr. Cameron Luck, and of the shareholders, the re-named Quetzal Capital now has sufficient working capital for its immediate requirements and is able to seek out investment opportunities which the Directors identify as offering the potential to create shareholder value.

Further information in relation to the ordinary share capital of the Company following the capital reorganisation, certain interests in voting rights following the allotments of new shares, and surrounding matters will shortly be announced. The board also looks forward to communicating with shareholders and the market as and when substantive business developments occur.

Darren Edmonston,
Director,
29th June 2020.

This announcement has been issued after due and careful enquiry; the Directors of Quetzal Capital Plc accept responsibility for the content.

Enquiries:
Quetzal Capital Plc
Darren Edmonston:
+44 (0) 1279 635511
Mark Jackson: +44 1482 794654

CORPORATE ADVISER AND CONTACT DETAILS:
Keith, Bayley, Rogers & Co. Limited
Graham Atthill-Beck: +44 7506 43 41 07; Graham.Atthill-Beck@kbrl.co.uk; blackpearladvisers@gmail.com
Brinsley Holman: +44 7776 30 22 28; Brinsley.Holman@kbrl.co.uk