TIDMCRO
RNS Number : 1039T
Creon Corporation PLC
30 November 2011
For immediate release: 30 November 2011
Creon Corporation plc
("Creon", the "Company" or the "Group")
Placing and Notice of GM
The Company released an announcement on 22 September 2011,
informing Shareholders of a temporary suspension in trading of the
Existing Ordinary Shares on AIM due to the financial uncertainty of
the Company.
Since the release of that announcement, the Board has been in
discussions with Rivington Street Corporate Finance Limited
("RSCF") and Daniel Stewart & Company Plc with a view to
raising additional funds for the Company to remove this uncertainty
and allow the Company to restore trading on AIM. The Company is
pleased to announce that it has raised GBP278,000 before expenses
(approximately GBP25,000), through the subscription of 278,000,000
New Ordinary Shares. The proceeds of the Placing will allow the
Company to satisfy existing creditors (including directors' fees)
and enable the Group to explore opportunities to create shareholder
value. The Placing is conditional on approval of the resolutions
set out in the Notice of General Meeting contained in a Circular
that has today been sent to Shareholders ("Circular").
The resolutions set out in the Circular include the approval of
a new Investment Policy, a share capital reorganisation, a proposed
change of name to Creon Resources plc, the appointment of a new
Director and the issue of the Placing Shares. A full copy of the
Circular is available on the Company's website at
www.creoncorporation.com.
The General Meeting of Shareholders of the Company will be held
at the office of RSCF, 3 London Wall Buildings, London, EC2M 5SY on
16 December 2011 at 11.00 a.m. (London Time).
It is proposed that, should all of the Resolutions be passed,
Robert Eijkelhof will resign with effect from the conclusion of the
General Meeting. It is also anticipated that trading in the
Company's shares is expected to be restored shortly after the
General Meeting.
Defined terms are set out at the end of this announcement.
Shareholders should be aware that the Proposals are conditional
upon the passing of all of the Resolutions. If any of the
Resolutions is not passed then the Placing will not proceed and the
Company may need to consider commencing liquidation
proceedings.
Placing
The Company has raised GBP278,000 before expenses, through the
subscription for 278,000,000 New Ordinary Shares at an issue price
of GBP0.001 per New Ordinary Share. These shares have been placed
with persons whose individual holdings will not exceed 29.9% of the
Enlarged Share Capital. RSCF have confirmed to the Company that, to
the best of their knowledge based on information provided by the
Placees, the Placees are independent from, and unconnected with,
each other and further that, as between the Placees, there are no
concert parties within the meaning of the City Code on Takeovers
and Mergers. The Placing, which has been arranged by RSCF, is
subject to the approval of the Resolutions at the General
Meeting.
Following completion of the Placing and the Share Capital
Reorganisation, the Placees will, in aggregate, hold approximately
86.28% of the Enlarged Share Capital. There are currently
44,190,545 Existing Ordinary Shares in issue.
This funding will enable the Company to satisfy existing
creditors, which includes the Directors in respect of unpaid fees,
and provide the Company with general working capital to enable it
to take initial steps to implement the new Investing Policy as set
out below.
Proposals
Share Capital Reorganisation and New Articles
The Act prohibits the Company from issuing ordinary shares at a
price below their nominal value. The price at which the Company has
been able to raise additional capital in the Placing is less than
the current nominal value of its Existing Ordinary Shares.
Accordingly, it will be necessary to undertake the Share Capital
Reorganisation to enable the Placing to proceed.
The Company currently has 44,190,545 Existing Ordinary Shares in
issue. Resolution 1 to be proposed at the General Meeting proposes
that all of the Existing Ordinary Shares of the Company be split
into one New Ordinary Share and one Deferred Share, such Deferred
Shares having the rights attached to them as set out in the New
Articles to be adopted pursuant to the approval of Resolution
6.
The New Ordinary Shares will continue to carry the same rights
as attached to the Existing Ordinary Shares (save for the reduction
in nominal value).
The Deferred Shares will not entitle the holder thereof to
receive notice of or attend and vote at any general meeting of the
Company or to receive a dividend or other distribution or to
participate in any return on capital on a winding up other than the
nominal amount paid on such shares. Subject to the passing of the
Resolutions, the Company will have the right to purchase the
Deferred Shares from any Shareholder for a consideration of one
penny in aggregate for all that Shareholder's Deferred Shares. As
such, the Deferred Shares effectively have no value. Share
certificates will not be issued in respect of the Deferred
Shares.
It is proposed that the Company will adopt the New Articles. The
New Articles will reflect the rights attaching to the New Ordinary
Shares and the Deferred Shares. A copy of the New Articles will be
available for inspection at the General Meeting and will be made
available on the Company's website at www.creoncorporation.com. The
practical effect of this change, if implemented, will be that each
Shareholder will receive the same number of New Ordinary Shares as
they hold in Existing Ordinary Shares, without diminution in
rights.
Application for the Placing Shares issued in connection with the
Proposals will be made to AIM. Admission is expected to occur on or
around 19 December 2011 ("Admission"). On Admission, trading of the
Company's shares will be restored on AIM.
Share capital
Pursuant to the adoption of the New Articles under Resolution 6
to be proposed at the General Meeting, the limit on the Company's
share capital authority will be removed such that there are no
limits. In addition, the Company is seeking authorisation to allot
additional equity securities on a non pre-emptive basis up to the
nominal amount of GBP380,000. Further details are set out in the
Circular.
Investing Policy AIM Rules
Resolution 2 to be proposed at the General Meeting proposes the
adoption of the new Investing Policy.
It is proposed that the Company's Investment Policy will be to
invest principally, but not exclusively in the resources and/or
resources infrastructure sectors, with no specific national or
regional focus. The Company may be either an active investor and
acquire control of a single company or it may acquire
non-controlling shareholdings.
The proposed investments to be made by the Company may be either
quoted or unquoted; made by direct acquisition or through farm-ins;
may be in companies, partnerships, joint ventures; or direct
interests in resources projects. Target investments will generally
be involved in projects in the exploration and/or development
stage. The Company's equity interest in a proposed investment may
range from a minority position to 100 per cent. ownership.
The Company will initially focus on projects located in the
Middle East and Asia but will also consider investments in other
geographical regions.
The Company will identify and assess potential investment
targets and where it believes further investigation is required,
intends to appoint appropriately qualified advisers to assist.
The Company proposes to carry out a comprehensive and thorough
project review process in which all material aspects of any
potential investment will be subject to rigorous due diligence, as
appropriate. 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 AIM 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 AIM 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 Investing Policy, the
Company does not intend to make regular periodic disclosures or
calculations of net asset value.
The proceeds of the Placing will enable the Company to take
initial steps to implement this new strategy and it is likely that
the Company will undertake a further fundraising in the future to
provide additional capital for the Company.
Change of Name
Subject to Shareholder approval, it is proposed that the name of
the Company be changed to Creon Resources plc, to reflect the new
Investing Policy. Resolution 5 is proposed for the purposes of
obtaining Shareholder approval for the proposed name change.
Proposed Director
In accordance with the proposed Investing Policy of the Company,
it is proposed that Mr Aamir Ali Quraishi (age 41) will join the
Board as a non-executive director following the General
Meeting.
Aamir has over 15 years of investment banking experience in
London and the Middle East and has worked at Dresdner Kleinwort
Benson and Libertas Capital Group Plc. Aamir is currently a member
of the senior investment banking team of MAC Capital Limited, a
fully regulated investment bank registered with the Dubai Financial
Services Authority and located in the Dubai International Financial
Centre in Dubai, UAE.
Aamir qualified as a chartered accountant with Price Waterhouse
and is a member of the ICAEW and the Securities Institute. Aamir
holds an M.A. (Hons) in Economics from Cambridge University.
During his career, Aamir has advised on and raised capital for a
number of resources companies in the oil & gas and mining
sectors. These have included companies from across Africa, Europe,
the Asia-Pacific, the Americas and more recently from South
Asia.
Aamir is also a director of Montpelier Holdings Limited and
Benedict Investments Limited, both of which are registered as
International Business Companies in the Republic of Seychelles.
Aamir has no interest in any securities of the Company.
Anticipated Directors
It is anticipated that, following the General Meeting and
subject to completion of satisfactory due diligence, Mr Jeswant
Natarajan (age 60) will join the board of directors of the Company
as Chief Executive Officer with the remit to lead the Company in
executing the new Investing Policy.
Jeswant graduated from the University of Malaya in 1974 with a
BA in Economics (Business Administration). Since then, he has
enjoyed a varied career in business with over 30 years' experience
in a variety of sectors and roles in industry both as director and
in a corporate advisory capacity. Having started his career as a
merchant banker, Jeswant moved into industry in corporate advisory,
management and board roles during which time he oversaw the
execution of various acquisition, divestment and restructuring
strategies. Between 1983 and 2002, amongst others, he served on the
board of Kuala Lumpur Stock Exchange-listed YTL Corp Bhd and
Sunrise Bhd. Most recently, from 2003 to 2010, Jeswant served as an
advisor to Kuala Lumpur-based UOA Bhd, and oversaw the listing of
their Malaysian-based REIT on the Kuala Lumpur Stock Exchange. He
served on the board of the REIT until late 2010. Currently, Jeswant
advises a few select listed and private family groups on corporate
strategy and manages his own portfolio of investments and
assets.
Share Option Scheme
The Directors anticipate that the Company will establish a share
option scheme to incentivise management and directors of the
Company following Completion. The scheme will be limited to a
maximum of 15 per cent. of the issued share capital of the Company
from time to time.
Ordinary Resolutions
Resolution 1, which will be proposed as an ordinary resolution,
seeks approval for the subdivision of each Existing Ordinary Share
into 1 New Ordinary Share and 1 Deferred Share.
Resolution 2, which will be proposed as an ordinary resolution,
seeks approval for the proposed Investing Policy.
Resolution 3, which will be proposed as an ordinary resolution,
seeks to grant the directors of the Company authority to allot New
Ordinary Shares in the capital of the Company up to the nominal
amount of GBP380,000.
Resolution 4, which will be proposed as an ordinary resolution,
seeks to approve the appointment of Aamir Ali Quraishi as a
Director of the Company.
Special Resolutions
Resolution 5, which will be proposed as a special resolution,
seeks approval to change the name of the Company to Creon Resources
plc.
Resolution 6, which will be proposed as a special resolution,
seeks approval for the adoption of the New Articles.
Resolution 7, which will be proposed as a special resolution,
seeks to disapply the statutory pre-emption rights over New
Ordinary Shares authorised for allotment pursuant to Resolution 3.
This will enable the Placing Shares to be issued and additionally
disapply statutory pre-emption rights over approximately 31.7 per
cent. of the Enlarged Issued Share Capital.
Each of the Resolutions is conditional on each of the other
Resolutions being passed.
Recommendation
The Directors consider the Proposals to be in the best interests
of the Company and the Shareholders as a whole as the only
alternative may be an insolvency process which the Directors
believe would deliver very little or no value to Shareholders. The
Directors therefore recommend that Shareholders vote in favour of
the Resolutions.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Circular 30 November 2011
Latest time and date for receipt of 11.00 a.m. on 14 December
Forms of Proxy 2011
General Meeting 11.00 a.m. on 16 December
2011
Commencement of dealings in the New 7.30 a.m. on 19 December
Ordinary Shares and the Placing Shares 2011
Crediting of New Ordinary Shares and 19 December 2011
Placing Shares to Crest Accounts
Despatch of New Ordinary Shares and by 31 December 2011
Placing Shares in certificated form
For further information please contact:
Creon Corporation plc
Guus Berting + 31 (6) 2061 8295
Daniel Stewart & Company Plc
Oliver Rigby/James Felix +44 (0)20 7776 6550
GTH Media Relations
Toby Hall/ Suzanne Johnson-Walsh +44 (0)20 3103 3900
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Act" the Companies Act 2006, as
amended from time to time;
"AIM" a market operated by the
London Stock Exchange;
"AIM Rules" AIM Rules for Companies February
2010, as amended from time
to time;
"Circular" The circular sent to shareholders
today, to inter alia, approve
the Resolutions;
"Completion" the completion of the Proposals
which is subject to approval
of the Resolutions by Shareholders;
"Creon" or the "Company" Creon Corporation plc, incorporated
and registered in England
and Wales with company number
05216336;
"Daniel Stewart" Daniel Stewart & Company
Plc, the Company's Nominated
Advisor and Broker;
"Deferred Shares" deferred shares of 0.9 pence
each in the capital of the
Company to be created as
part of the Share Capital
Reorganisation;
"Directors" the directors of the Company;
"Enlarged Share Capital" the issued share capital
of Creon following the Share
Capital Reorganisation and
the Placing;
"Existing Ordinary Shares" the existing ordinary shares
of 1 pence each in the capital
of the Company;
"General Meeting" the general meeting of the
Company to be held on 16
December 2011 at 11.00 a.m.
as convened by the Notice;
"Investing Policy" the proposed new investing
policy of the Company as
described on page 7 of the
Circular;
"New Articles" the proposed new articles
of association of the Company
to be adopted at the General
Meeting;
"New Ordinary Shares" new ordinary shares of 0.1
pence each in the share capital
of the Company to be created
as part of the Share Capital
Reorganisation;
"Notice" the notice of General Meeting
set out in the Circular sent
to shareholders today;
"Placees" the placees subscribing for
the Placing Shares pursuant
to the Placing;
"Placing" the placing by RCSF to institutional
and other investors of 278,000,000New
Ordinary Shares at the Placing
Price;
"Placing Shares" the 278,000,000New Ordinary
Shares subject to the Placing;
"Placing Price" means 0.1 pence per Placing
Share;
"Proposals" the proposals set out in
the Circular including adoption
of the Investing Policy,
the Share Capital Reorganisation
and other matters to be considered
at the General Meeting;
"Proposed Director" Mr Aamir Ali Quraishi;
"Resolutions" the resolutions contained
in the Notice;
"Rivington Street Corporate Rivington Street Corporate
Finance" or "RSCF" Finance Limited, which is
authorised and regulated
in the UK by the FSA and
is incorporated in England
and Wales with company number
02075091 with its registered
office address at 3rd Floor,
3 London Wall Buildings,
London, EC2M 5SY;
"Share Capital Reorganisation" the reorganisation of the
Company's share capital resulting
in the splitting of each
Existing Ordinary Share into
one New Ordinary Share and
one Deferred Share; and
"Shareholders" the shareholders of the Company
at the date of the Circular.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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