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Notice of AGM
At the AGM, the following resolutions will be proposed:
Resolution 1
Resolution 1 is to receive and adopt the Company's financial statements and the report of the directors and auditors for the year ended
Resolution 2
Resolution 2 is to appoint
Resolution 3
Resolutions 3, 4 and 5 deal with the re-appointment of the directors. In accordance with the Articles of Association ("Articles") one third of the Directors retire in rotation at each AGM. Mr
Resolution 4
Resolution 4 deals with the ratification of the appointment by the
Resolution 5
Resolution 5 deals with the ratification of the appointment by the
Resolution 6
Resolution 6 seeks shareholder approval pursuant to section 190 of the Companies Act 2006 (the "Act"). The Company is proposing to enter into a transaction as described below (the "IWEP Acquisition").
In
FPG is an Italian financial services company that, among other things, takes minority stakes in private companies seeking future listings on public markets. It currently has shareholdings in two such investee companies -
Eight
A shareholders' agreement will be signed between
FPG's investee company TAG has been valued by an international firm of accountants at
Settlement of the IWEP Acquisition would be effected through a combination of the Company's equity (up to a maximum of 29.9% of the issued ordinary share capital), and, a bond that would be offered to a wider group of investors on the same terms. The exact combination of securities will depend on several factors including the Company's ability to issue equity at the time of closing. Should the Company not be able to issue equity it would issue a three-year convertible loan note yielding 5% per annum. The price of conversion shall be the 5-day Volume Weighted Average Price of the Company's shares at settlement.
The Board believes that the advantage of this transaction to
- If the receivable is converted into FPG equity, the investment provides equity exposure to FPG and two of its subsidiaries that are expected to be listed and provide a liquid exit.
- The pricing of the investment is considered attractive compared to the estimated valuation of TAG, WE and FPG.
- The portfolio of assets managed by
- The market capitalisation of the Company will increase which may help to generate more liquidity in the Company's shares over time.
- Through successfully executing transactions such as this and creating scale and more substance in the portfolio, there is the expectation that
Mr Dominic White, a director of the Company, is connected to
Resolution 7
Resolution 7 seeks approval for a future share consolidation.
As at
The Directors consider that it is in the best interests of the Company's long-term development as a public quoted company to have a more manageable number of issued ordinary shares and to have a higher share price.
Accordingly, it is proposed that the Company's share capital be reorganised such that:
every 100 Existing Ordinary Shares be consolidated into
1 new ordinary share of 1 penny ("New Ordinary Shares").
As all of the Existing Ordinary Shares are proposed to be consolidated, the proportion of ordinary share holdings in the Company held by each Shareholder immediately before and immediately after the Consolidation will, save for fractional entitlements which will be dealt with in accordance with the Company's articles, remain unchanged.
The Company will announce a timetable for the proposed consolidation in due course.
Resolution 8
Resolution 8 authorises the Board to allot and issue shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company up to 7,500,000,000 Ordinary Shares on a pre-consolidated basis, such authority to expire at the next AGM or fifteen months after the passing of this resolution, whichever date is the earlier. This represents a renewal of the Company's current authorities. It allows the Company to raise further funds, noting its relatively small market capitalisation, to make further investments.
Subject to the passing of Resolution 8, the Company is also proposing the following Special Resolution at the AGM:
Resolution 9
The Companies Act 2006 (the "Act") requires that any equity securities issued for cash must first be offered to existing shareholders pro rata to their holdings unless approval is obtained by special resolution to dis-apply this requirement. It is proposed that this authority also be renewed for the same period as the authority under Resolution 9. In order to retain flexibility to raise further capital quickly to meet its funding requirements under its current projects as well as to be able to take advantage of prospective new projects, the Company is seeking disapplication of pre-emption rights.
Resolution 10
Resolution 10 seeks authority for the Company to make market purchases of up to 94,988,673 of its own Ordinary Shares (on a pre-consolidated basis), representing approximately 15% of the Existing Share Capital. The resolution specifies the minimum and maximum prices which may be paid under this authority. This power will only be used if the Directors consider that to do so would be in the best interests of Shareholders generally and would increase the earnings per share or Net Asset Value of those Ordinary Shares that are not re-purchased. Any such shares would be cancelled or held in treasury.
Resolutions 1-8 require over 50% voting in favour to be passed. Resolution 9-10 requires 75% to vote in favour to be passed.
Disclosures
Mr Dominic White, a director of the Company, is connected to
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Prior to publication, certain information contained within this Announcement was deemed to constitute inside information for the purposes of Article 7 of MAR.
The directors of the Company take responsibility for this announcement.
Dominic White
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+44 20 3808 0029
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NEX Exchange Corporate Adviser
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+44 20 7213 0880
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Damson PR Financial PR Abigail Stuart-Menteth |
+44 20 7812 0645 |
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