03
February 2025
Rogue Baron
plc
(‘Rogue Baron’ or
the ‘Company’)
Notice of
Extraordinary General
Meeting
Change of
Investment Strategy, Board Change and Change of
Name
Rogue Baron plc (AQSE: SHNJ), gives notice
that an extraordinary general meeting (“EGM”) will be held at the
offices of Hill Dickinson LLP, 8th Floor, The Broadgate Tower, 20
Primrose Street, London EC2A 2EW
at 11 a.m. BST on 21 February 2025. A copy of the Notice of EGM,
together with the Form of Proxy are being posted to registered
shareholders and will shortly be available to view on the Company’s
website.
Proposed Investment
Strategy
Following extensive review and deliberation
by the Board regarding Shareholder value and the long-term success
of the Company, it was determined that the Company's continued
investment in the drinks industry is not and will not deliver
sufficient value.
The Company does not believe its current
challenges will change within a timeframe which will make retaining
its current business viable. Conversely, the Directors
believe a change of strategy to the natural resources market will
increase the likelihood of being able to raise funds and generate
returns for Shareholders in the medium and long
term.
Given the expertise of the Board in the
natural resources sector, upon approval of the Investment Strategy,
the Company will look to make acquisitions in the natural resources
sector with a
particular focus on the North American base and/or precious metals
assets and with the intention of entering into a reverse
takeover.
Board
Change
Tomoya Daimon has resigned from the board
with immediate effect to concentrate on his other business
opportunities.
Change of
Name
Subject to shareholder approval Rogue Baron plc
will change its name to Richmond Hill Resources
Plc.
A copy of the Non-Executive Chairman’s
letter and Notice of Extraordinary General Meeting contained in the
Circular are set out in full below of this announcement without
material amendment or
adjustment.
The Directors of the
Company accept responsibility for the contents of this
announcement.
END
For further information, please
contact:
The
Company
rdolder@roguebaron.com
Aquis Corporate
Adviser:
Peterhouse Capital
Limited
+44 (0) 20 7469
0936
Aquis Corporate
Broker:
Peterhouse Capital
Limited
Lucy Williams
+44 (0) 20 7469
0936
Joint
Broker:
Clear Capital
Limited
Bob Roberts
+44 (0) 20 3869 6080
Letter from the Non-Executive
Chairman
Rogue Baron
Plc
(Incorporated in England and Wales with company number
11726624)
|
Directors: |
Registered
Office: |
|
Charlie Wood (Non–Executive
Chairman)Hamish Harris (Executive
Director)Ryan Dolder (Chief Executive
Officer) |
78 Pall
Mall LondonSW1Y
5ES |
03 February
2025
To the holders of Ordinary Shares in the
Company and, for information purposes only, to the holders of
Options to subscribe for Ordinary Shares in the
Company
Proposed change of name of the
Company
and
Proposed change of the Company’s
investment strategy
and
Notice of General
Meeting
-
Introduction
This Circular sets out the background, to
the adoption of the new Investment Strategy and other matters to be
proposed at the General Meeting which is to be held at The
Broadgate Tower, 20 Primrose Street, London, EC2A 2EW on 21 February
2025 at 11am.
At the relevant time, the Company intends to
dispose of its drinks business and drinks business subsidiaries
that may constitute a fundamental change of business of the Company
under the AQSE Rules. On Completion, (i) the Company may
have changed the
strategic direction or nature its business, (ii) the Company’s
business may be part of a different industry sector, and (iii)
Completion may result in the Company dealing with fundamentally
different suppliers and end
users.
If a buyer for the Assets has been
identified, and terms have been agreed, the Disposal will be
subject to Shareholder approval at a future general meeting of the
Company and the purpose of this Document is therefore
to:
-
set out the background to and reasons for the
change of investment policy
-
explain why the Board believes that the Disposals
are in the best interests of the Company and Shareholders as a
whole;
-
explain the Resolutions to be put to Shareholders
at the General Meeting to be held at 11:00
GMT on 21 February 2025 and
why the Directors recommend that Shareholders vote in favour of the
Resolutions.
-
Background to and Reasons for the change of
investment policy
The Company was admitted to AQSE in 2021 as
a holding company
in the premium spirit and wine sectors. At that time, the Directors considered that
support from the UK market for beverage companies was relatively
strong, and the Directors were confident that they could continue
to grow the Rogue Baron group through strategic acquisitions and
market expansion.
However, more recently the Directors have
noticed a reduction in market support for beverage companies
generally, especially in relation to those companies in the small
and micro cap segment. This sentiment has been evident across many
stock exchanges in multiple jurisdictions, with markets even
witnessing the delisting of beverage giants such as
Britvic PLC (voluntarily
delisted from the London Stock Exchange with a market cap of
~3.3billion) and Diageo PLC (voluntarily delisted from Euronext
Ireland and Euronext Paris). The Directors consider market
conditions to be particularly difficult for listed beverage
companies in the
sub £50m category and note delistings from companies such
as British Honey
Company PLC and East Imperial PLC. The Company does not expect this trend to
change in the foreseeable future and it was therefore a key factor
in the decision to propose the sale of the
Assets.
As with many early stage small drinks
companies, Rogue Baron is not cash flow positive and would be
unlikely to become cash flow positive in the short to medium term.
The Company has fixed overheads that are too large given market
sentiment and the stage that the Company is at in its life cycle,
which overshadow the quality of the Company’s drinks portfolio.
Because of this, the current share price of the Company on AQSE
does not, in the opinion of the Directors, reflect the true value
of the Company’s Assets.
Following extensive review and deliberation
by the Board regarding Shareholder value and the long-term success
of the Company, it was determined that the Company's continued
investment in the drinks industry is not and will not deliver
sufficient value.
The Company does not believe its current
challenges will change within a timeframe which will make retaining
its current investment strategy viable. Conversely, the
Directors believe a change of strategy to the natural resources
market will increase the likelihood of being able to raise funds
and generate returns for Shareholders in the medium and long
term.
Given the expertise of the Board in the
natural resources sector, upon approval of the Investment Strategy,
the Company will look to make acquisitions in the natural resources
sector with a
particular focus on the North American base and/or precious metals
assets and with the intention of entering into a reverse
takeover.
As outlined above, the Board believes that
the natural resources market presents a compelling opportunity for
the Company. Accordingly, the following new investment policy is
proposed for adoption at the General
Meeting:
The proposed investments to be made by the
Company may be either quoted or unquoted; made by direct
acquisition of an equity interest or via a loan or convertible
note; may be in companies, partnerships, joint ventures; or direct
interests in projects in North
America including, but not limited to, investments in
precious and base metal assets. The Company’s equity interest in a
proposed investment may range from a minority position to 100 per
cent. ownership.
The Company will identify and assess
potential investment targets and where it believes further
investigation is required and subject to assessment of potential
risk, intends to appoint appropriately qualified advisers to
assist.
The Company proposes to carry out a project
review process in which all material aspects of any potential
investment will be subject to due diligence, as considered
appropriate by the Board. It is likely that the Company’s financial
resources will be invested in a small number of projects or
potentially in just one investment which may be deemed to be a
reverse takeover under the AQSE
Rules.
Where this is the case, it is intended to
mitigate risk by undertaking an appropriate due diligence process.
Any transaction constituting a reverse takeover under the AQSE
Rules will require Shareholder approval. The possibility of
building a broader portfolio of investment assets has not, however,
been excluded.
The Company intends to deliver shareholder
returns principally through capital growth rather than capital
distribution via dividends. Given the nature of the Company’s
Investment Policy, the Company does not intend to make regular
periodic disclosures.
Completion of the potential Disposals will
not occur unless a buyer for the Assets is identified and
definitive agreements are entered into. Approval by
Shareholders of the Resolutions at the General Meeting does not
guarantee that Completion of the Disposal will occur, and
a Rule 3.7 Approval will be sought from Shareholders at a future
general meeting of the Company prior to any such Completion
occurring. In the meantime, subject to the Company receiving
Shareholder approval for the adoption of the Investment Strategy,
the Company will begin exploring opportunities and investing in the
natural resources market prior to Completion of the
Disposal.
Having considered the Sale against the
challenges of remaining a small public company operating in the
beverages market, the Board believes that the proposals reflect an
attractive opportunity to alter the Company’s strategic direction
and, accordingly, the Board believes the Company’s investment in
the natural resources sector and the future Disposal are in the
best interests of
Shareholders.
A number of creditors have agreed to either
waive their monies owed or to convert them to equity pending a
reverse takeover and readmission. The net effect of the
Disposals would be to (i) substantially decrease the Company’s
liabilities, and (ii) provide the Directors with the time needed to
focus on the Company’s new Investment
Strategy.
Pursuant to the Disposal, if a buyer has
been identified and terms have been agreed, the Company is
proposing to dispose of all of its existing assets including all
tangible and intangible assets of the Company, but excluding: any
cash, cash equivalents or
receivables.
The Company is proposing, subject to Rule
3.7 Approval being obtained from Shareholders at a future general
meeting of the Company, to dispose of all of its existing
Assets.
At the date of this Document, the Company
has not identified a buyer for the Assets, and the Company will
therefore be seeking a Rule 3.7 Approval from
Shareholders at a future general
meeting for the future sale of the Assets for a nominal
consideration in order to allow the Company to focus on its new
Investment Strategy.
Approval by Shareholders of the Resolutions
at the General Meeting does not guarantee that Completion of the
Disposal will occur, even if the Company proposes to dispose of the
Assets for a nominal
sum.
Upon Completion of the future Disposal, the
Company may become an Enterprise Company. As an Enterprise Company,
the Company intends to continue investing in the natural resources
sector pursuant to its proposed new Investment Strategy, details of
which are set out below. Pursuant to the AQSE Access Rulebook, if
the Company has not implemented its Investment Strategy within two
years of becoming an Enterprise Company, the Aquis Stock Exchange
may suspend trading in the Company’s Ordinary
Shares.
-
Investment Committee and Investment
Identification
On adoption of the Investment Strategy, the
Company would establish the Investment Committee which would be
comprised of Hamish Harris
and Charlie
Wood. The
Investment Committee’s primary function would be to consider and
critically analyse potential investment opportunities and,
ultimately, allocate and invest capital in line with the Company’s
proposed new Investment Strategy. The committee would be
responsible for commissioning appropriate technical, financial and
legal due diligence to assist its members with their consideration
of prospective investments, and their ongoing duty to monitor the
investment(s) that the Company has made. The Investment Committee
would be required to report to the Board on a regular basis. The
Investment Committee would consult with professional advisers, as
required, on relevant technical and geological
matters.
-
General
Meeting
Set out at the end of this
Document is a Notice convening the General Meeting at The Broadgate
Tower, 20 Primrose Street, London,
EC2A 2EW on 21 February 2025 at
11 am at which the following
resolutions will be
proposed:
Ordinary business at the
General
Meeting
Resolution
1 – Adoption of the
Investment
Strategy
This is an ordinary
resolution seeking Shareholder approval to adopt the new Investment
Strategy.
Resolution
2 – Directors’ authority to
allot
shares
This is an ordinary
resolution to grant the Directors the authority to allot and issue
shares and grant rights to subscribe for shares in the Company for
the purposes of Section 551 of the Act up to the maximum aggregate
nominal amount of
£1,800,000.
Special business at the General
Meeting
Resolution
3 – Change of Company
name
This is a special
resolution seeking Shareholder approval for the change of the
Company’s name to Richmond Hill Resources
PLC.
Resolution
4 – Disapplication of
Pre-emption
Rights
Resolution 4 proposes to
dis-apply the statutory rights of pre-emption in respect of the
allotment of equity securities for cash under Section 561(1) of the
Act. This is a special resolution authorising the Directors to
issue equity securities as continuing authority up to an aggregate
nominal amount of £1,800,000 for cash on a
non-pre-emptive basis pursuant to the authority conferred by
Resolution 3
above.
-
Action to be
taken
A Form of Proxy for use at the General
Meeting is enclosed. Please register your vote (via Online Portal,
Post or CREST), as stated in the General Meeting Notes under
Section 3, no later than 48 hours
(excluding non-working days) before the time fixed
for the General Meeting which is at 21
February 2025 at 11
am
-
Irrevocable
undertakings
The Company has received
signed irrevocable undertakings from certain Shareholders holding,
in aggregate, 5,149,541 Ordinary Shares as at the date of this
Document and which together represent approximately 21.53 per cent.
of the current issued ordinary share capital of the Company,
confirming that they shall vote in favour of the Resolutions being
proposed at the General
Meeting.
On the basis of the signed
irrevocable undertakings from Shareholders, it is likely that the
Resolutions put to the General Meeting will be
approved.
-
Board
Recommendation
The Board considers that each of the
Resolutions are in the best interests of the Company and its
Shareholders as a whole, and it unanimously recommends to
Shareholders that they should vote in favour of each Resolution, as
the Directors intend to do in respect of their own Ordinary Shares,
amounting to in aggregate 1,659,083 Ordinary
Shares.
Yours
faithfully
Charlie
Wood
Chairman
ROGUE BARON PLC
(a company
incorporated and registered in England and Wales with company no.
11726624)
NOTICE OF GENERAL
MEETING
NOTICE IS HEREBY
GIVEN that the General Meeting (the
“Meeting”) of Rogue Baron Plc (the
“Company”) will be held on21
February 2025 at 11 am
at The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW for the purpose of
considering and, if thought fit, passing the following
resolutions:
ORDINARY
BUSINESS
|
Resolution
1: |
THAT, the
new Investment Strategy (as described in the Circular) be and is
hereby approved and adopted as the investment strategy of the
Company. |
|
Resolution
2: |
THAT, in
substitution for all existing authorities for the allotment of
shares by the Directors, which are hereby revoked, but without
prejudice to any allotment, offer or agreement already made
pursuant thereto, the Directors be and they are hereby generally
and unconditionally authorised, pursuant to section 551 of the
Companies Act 2006 (the “Act”) to exercise all the
powers of the Company to allot shares in the Company and to grant
rights to subscribe for or to convert any security into such shares
(all of which transactions are hereafter referred to as an
allotment of “relevant securities”) up to an aggregate nominal
amount of £1,800,000 provided such authority expires (unless
previously renewed, varied or revoked by the Company in annual
general meeting) at the conclusion of the next annual general
meeting of the Company following the passing of this resolution
save that the Company may before such expiry, variation or
revocation make an offer or agreement which would or might require
such relevant securities to be allotted after such expiry,
variation or revocation and the Directors may allot relevant
securities pursuant to such an offer or agreement as if the
authority conferred hereby had not expired or been varied or
revoked. |
SPECIAL
BUSINESS
|
Resolution
3: |
THAT the
registered name of the Company be changed to Richmond Hill Resources
PLC. |
|
Resolution
4: |
THAT,
conditional on the passing of Resolution 2 above, and in accordance
with section 570 of the Act, the Directors be generally empowered
to allot equity securities (as defined in section 560 of the
Act) for cash pursuant to the authority conferred by the
previous resolution or by way of a sale of treasury shares, as if
section 561(1) of the Act did not apply to any such allotment,
provided that this power shall be limited to:
-
-
the allotment of equity
securities in connection with an offer of equity securities to the
holders of ordinary shares in proportion (as nearly as may be
practicable) to their respective holdings; and to holders of other
equity securities as required by the rights of those securities or
as the Directors otherwise consider necessary, but subject to such
exclusions or arrangements as the Directors may deem necessary or
expedient in relation to the treasury shares, fractional
entitlements, record dates, arising out of any legal or practical
problems under the laws of any overseas territory or the
requirements of any regulatory body or stock exchange;
and
-
the allotment of equity
securities (otherwise than pursuant to sub-paragraph (a) above) up
to an aggregate nominal amount of £1,800,000; and provided that
this power shall (unless previously renewed, varied or revoked by
the Company) expire on the earlier of (i) the conclusion of the
next Annual General Meeting of the Company and (ii) the date
falling 12 months from the date of the passing of this resolution,
save that the Company may, before such expiry, make offer(s) or
enter into agreement(s) which would or might require shares to be
allotted or Rights to be granted after such expiry and the
Directors may allot shares or grant Rights in pursuance of such
offers or agreements, notwithstanding that the authority conferred
by this resolution has expired.
|
By Order of the
Board
Westend Corporate
LLP
Company
Secretary
Dated: 03
February 2025
Registered
office:
78 Pall
Mall
London
SW1Y
5ES
