TIDMIPS
RNS Number : 4116U
Ipso Ventures PLC
28 December 2012
28 December 2012
IPSO VENTURES PLC ("IPSO" or "the Company")
Proposed Demerger and Subscription
INTRODUCTION
On 10 October 2012, the Board announced that trading in the
Company's Ordinary Shares was being suspended and that they were
looking at all the options including a de-listing of the Company's
Ordinary Shares from trading on AIM to save significant costs and
allow the sale of its asset portfolio on a more measured basis.
Since that date the Board has received a number of proposals and
looked at other alternatives that might help to deliver value to
Shareholders.
On 12 November 2012, having investigated all the options
available to it, the Board announced a series of proposals which,
if implemented, would result in the Company becoming an Investing
Company. The Board also announced that they had granted one party a
period of exclusivity to enable this party to finalise its due
diligence process on IPSO.
Following on from the announcement on 12 November 2012, the
Company has now entered into a conditional agreement with the
Subscribers to raise GBP360,000 for the Company and also to demerge
the Company and IPSO Management, including the IPSO Investment
Portfolio. The effect of this will be that each holder of one
Ordinary Share will, post the approval of the Proposals, hold:
-- one ordinary share in IPSO Management - this will own the IPSO Investment Portfolio; and
-- one Ordinary Share in IPSO Ventures plc - this will be an
Investment Company managed by the Proposed Director and Proposed
Senior Management.
As part of the Proposals, the Company and IPSO Management have
entered into a demerger run-off agreement whereby (i) they have
agreed how to apportion their creditors between themselves, (ii)
the Company will apply up to GBP60,000 of the proceeds of the
Subscription to pay up 38,245,412 IPSO Management Shares to be
issued and allotted following the date of this announcement, and
therefore there will be the same number of IPSO Management Shares
and Existing Ordinary Shares in issue, and (iii) in consideration
for the Demerger and the subscription for the 38,245,412 IPSO
Management Shares, IPSO Management has agreed to hold the Company
harmless from all claims relating to the Company and the IPSO
Investment Portfolio. The Demerger will allow Shareholders to hold
shares in two distinct entities with separate strategic, capital
and economic characteristics and management teams.
Under Rule 15 of the AIM Rules, the Demerger will constitute a
fundamental change in the business of the Company which requires
the approval of the Shareholders. Following the Demerger, it is
intended that the Company will become an Investing Company and
Shareholders' approval of its proposed Investing Policy will be
sought at the GM. Further details of the Investing Policy are set
out in the section entitled "Proposed Investing Policy" below.
Following approval of the Investing Policy by Shareholders, the
Company will be under an obligation to make an acquisition or
acquisitions which constitute a reverse takeover under the AIM
Rules or otherwise to implement its Investing Policy, in each case
within twelve months of becoming an Investing Company, failing
which trading in the Company's Ordinary Shares on AIM will be
suspended. If the Company's investing policy has not been
implemented within 18 months of it becoming an Investing Company
then admission of the Company's Ordinary Shares to trading on AIM
would be cancelled.
Pursuant to the Subscription, the Subscribers could increase
their stake, in the event of full conversion of the Convertible
Loan Notes, to 78.5 per cent. of the voting rights of the Company
which, without a waiver of the obligations under Rule 9 of the
Code, would require the Subscribers to make a Rule 9 Offer to
acquire all of the Ordinary Shares not already owned by it. The
Panel has approved a waiver of the obligations of the Subscribers
to make a Rule 9 Offer without the requirement for the waiver to be
approved by the Independent Shareholders at a general meeting
following receipt of written confirmations agreeing to such waiver
given by the Majority Shareholders, as Shareholders holding, in
aggregate, in excess of 50 per cent. of the shares of the Company
capable of being voted at a general meeting of the Independent
Shareholders.
It is expected, following the publication today of the Company's
Report & Accounts for the financial year ended 30 April 2012,
that the Company's Ordinary Shares will be restored to trading on
AIM with effect from 8.00 a.m. on 31 December 2012.
BACKGROUND TO THE IPSO INVESTMENT PORTFOLIO
IPSO was set up to commercialise the IP of universities and
other research institutes through the establishment of spin-out
companies and/or licencing agreements with the intention of
capitalising on the high quality research and IP that is generated
by UK universities and other research institutes, particularly in
the areas of life sciences, environmental sciences and technology.
The Company's Ordinary Shares were admitted to trading on AIM on 7
March 2007.
Since that date, IPSO has made a number of investments and, as
at the date of this announcement, IPSO Management has interests in
the following companies which together make up the IPSO Investment
Portfolio:
-- Axilica provides a unique behavioural synthesis tool in the
ESL (electronic system level) design automation market. The
advanced section of the ESL market has been dominated by small
technology vendors and start-ups offering synthesis tools focused
on translating programming languages (C, C++) into hardware (FPGA,
ASIC). IPSO's shareholding is 45 per cent.
-- Biocroí has designed and developed a range of unique advanced
microplates using gel-based buffering systems surrounding the wells
which leads to better control of the microplate environment, which
in turn improves quality, accuracy and uniformity of results.
Biocroí's advanced microplate designs enable users to reduce costs,
shorten development times and increase data quality. IPSO's
shareholding is some 6 per cent.
-- Cambridge Meditech's novel patented wound infection
technology gives a visual indication of infection. Wound infection
can be detected without unnecessary disruption to a dressing and
appropriate intervention can be made immediately. It is anticipated
that the products will have multiple applications in various
settings. Cambridge Meditech is 100 per cent. owned by IPSO.
-- IPSol Energy is a service business providing testing,
certification and other services to the solar photovoltaic ("PV")
industry. IPSO's shareholding is 23 per cent.
-- Medermica is a technology development company, focused on
diagnostic and sensor technologies for laboratory and healthcare
applications and is 75 per cent. owned by IPSO.
-- Polyfect's novel process enables cost savings and quality
improvements to a range of plastics through the highly efficient
incorporation of functional fillers (which give polymers certain
characteristics and properties). IPSO's shareholding is 22 per
cent.
-- Therakind is a paediatric healthcare company. It takes known
adult drugs and creates a version for children which can be
protected by EU legislation. The revenue model is to generate
royalties on product sales. IPSO's shareholding is 35 per cent.
-- Wildknowledge creates mobile applications that engage
audiences with their heritage (i.e. the environment, wildlife,
archaeology and history). Its offering includes data gathering
applications; location based content and engaging games. IPSO's
shareholding is 9 per cent.
Notwithstanding having built up what the Board believes to be an
attractive investment portfolio, the Company has for some time been
capital constrained. This has prevented the Company from making
further investments in its portfolio, thereby restricting those
companies' growth potential and also in making investments in other
businesses. On 23 January 2012, the Company announced that, whilst
it had no bank debt and that significant cost savings had been
implemented by the IPSO board, there was only sufficient working
capital to take the Company into the third quarter of 2012.
On 10 October 2012, it was announced that the Company had been
unable to raise additional capital or sell any assets and, whilst
the IPSO board believed that the Company continued to be able to
trade solvently, it had insufficient cash to satisfy all of its
creditor obligations. Due to this uncertainty, the IPSO board also
believed that the Company was not going to be in a position to
publish its report and accounts for the financial year ended 30
April 2012, by 31 October 2012 in accordance with AIM Rule 19.
As referred to above, on 12 November 2012 the Board announced
that it had received a number of credible proposals from certain
parties and that it had decided to grant one party a period of
exclusivity to enable this party to finalise its due diligence on
the Company. That party was the current investor consortium and
having finalised their due diligence on the Company and reconfirmed
their willingness to inject capital into the Company as well as
transfer the IPSO Investment Portfolio, the Board have resolved to
pursue the proposals outlined in this announcement.
PROPOSED DEMERGER
As a part of the Proposals, the Board sought to preserve the
IPSO Investment Portfolio and provide Shareholders with an
opportunity to maintain their interest in the IPSO Investment
Portfolio but without the significant burden of the costs of being
traded on AIM. The Demerger will allow this to happen. The Demerger
will be effected by taking the following steps:
-- 38,245,412 IPSO Management Shares will be issued to the
Company;
-- a bonus issue of IPSO B Ordinary Shares to Shareholders on a
one for one basis; and
-- following a reduction in IPSO's share capital (in accordance
with the Act) Shareholders who are on the share register on the
Record Date will receive:
One IPSO Management Share for each IPSO B Ordinary Share
Following the Demerger, each holder of 1 Ordinary Share will
hold:
-- 1 ordinary share in IPSO Management - this will own the IPSO Investment Portfolio; and
-- 1 Ordinary Share in IPSO Ventures plc - this will be an
Investment Company managed by the Proposed Director and Proposed
Senior Management.
The Demerger is conditional, inter alia, on:
-- the approval of Shareholders of the Resolutions at the
General Meeting to be held on 14 January 2013; and
-- the confirmation of the Reduction of Capital by the
Court.
The Demerger is not subject to the Code.
Immediately after the Demerger becoming effective the board of
IPSO Management will finalise a strategy for that company which
seeks to minimise costs and realise value over an appropriate
timescale. This strategy will be presented for discussion at a
meeting of the shareholders of IPSO Management not less than 30
days after the effective date of the Demerger.
Bonus Issue
There will be a bonus issue out of the Share Premium Account of
IPSO B Ordinary Shares on the basis of one IPSO B Ordinary Share
for every one Existing Ordinary Share held by a Shareholder on the
register of members on the Record Date.
The Bonus Issue is being effected so that the IPSO Management
Shares may be transferred to Shareholders as a repayment of
capital.
The aggregate nominal value of all the IPSO B Ordinary Shares to
be issued pursuant to the Bonus Issue will be up to
GBP1,379,765.87, being equal to or greater than the approximate
market capitalisation of the Company which represents the value of
IPSO Management, as at the close of business on 27 December 2012,
being the latest practicable date prior to the date of this
announcement.
The IPSO B Ordinary Shares will then be cancelled pursuant to
the Reduction of Capital and the capital thereon repaid to
Shareholders by the transfer of the IPSO Management Shares. The
IPSO B Ordinary Shares will not be listed or admitted to trading on
AIM or any other investment exchange or trading platform and cannot
be held in CREST. No share certificates will be issued in respect
of the IPSO B Ordinary Shares nor will any such shares exist after
the Demerger, as explained below.
Reduction of Capital
In order to effect the Demerger, the Company is proposing to
cancel all of the IPSO B Ordinary Shares issued pursuant to the
Bonus Issue by reducing the Company's share capital in accordance
with the provisions of the Act. This will involve the cancellation
of part of the Company's Share Premium Account.
The cancellation of the part of the Share Premium Account will
only take effect if sanctioned by the Shareholders at the General
Meeting and confirmed by the Court and upon the appropriate
documents being filed and registered with the Registrar of
Companies.
The Hearing Date is expected to be 30 January 2013 and the
Reduction of Capital is expected to become effective on or around
31 January 2013.
The Company has been advised that the Court may require the
Company to give an undertaking or put in place another mechanism
for the protection of the Company's existing creditors. If
required, the Company will provide such undertakings to the Court
for the protection of creditors as it is advised by counsel are
appropriate to be given. Subject to the Company putting in place
satisfactory provision for the protection of creditors, the Company
has been advised that there are good prospects of the proposed
cancellation of part of the Share Premium Account being confirmed
by the Court.
It should be noted that, although it is currently the Company's
intention that the Demerger should be concluded, the Company is
entitled to decide not to proceed with the Demerger at any time
prior to the Reduction of Capital becoming effective if it
determines that it would not be in the best interests of
Shareholders as a whole.
Following completion of the Proposals the Company will no longer
hold any operating assets and will be an Investing Company with the
risks associated therewith.
PROPOSED BOARD CHANGES
Upon Admission, Nicholas Lee will join the Board in the role of
Non-Executive Director and Nick Rodgers and John Kelly will step
down from the Board. Craig Rochford will remain on the board as a
Non-Executive Director. In addition, Nick Rodgers and John Kelly
will cease to be employees of the Company. A summary biography of
Mr Lee, as a new appointee to the Board, is set out below.
Nicholas Lee, Proposed Non-Executive Director
Nicholas Lee read Engineering at St. John's College, Cambridge
and began his career at Coopers & Lybrand where he qualified as
a chartered accountant. He then joined Dresdner Kleinwort where he
worked in their corporate finance department advising a range of
companies across a number of different sectors and most recently
was a Managing Director and Head of Investment Banking for Dresdner
Kleinwort's hedge fund/alternative asset manager clients. Nicholas
is currently Chairman of AIM quoted Paternoster Resources plc and a
director of a number of AIM listed companies.
Nicholas Lee, aged 49, is or has been a director or partner of
the following companies during the previous five years:
Current Directorships Directorships held in past five
years
Paternoster Resources plc Waste Power Generation Limited
Brady Exploration plc Paragon Diamonds plc
Leed Resources plc Sweet China Limited
Astar Minerals plc Gardener Holdings (Kent) Limited
ACL Capital Limited Novus Capital Markets Limited
Centurion Resources plc
Save as set out above there are no other disclosures in respect
of the appointment of Nicholas Lee that fall to be made under Rule
17 or paragraph (g) of Schedule Two of the AIM Rules for
Companies.
PROPOSED NEW SENIOR MANAGEMENT
Upon Admission, Charles Tatnall and James Longley, both of whom
are Subscribers, will join the Company in non-Board capacities with
James Longley acting as Chief Financial Officer and Company
Secretary and Charles Tatnall acting as a consultant to the
Company.
James Longley, Chief Financial Officer and Company Secretary
James Longley read accountancy before being articled with Finnie
& Co, in Leeds, UK. Post qualification he joined Andersen's in
London. Subsequently, James worked in the Merchant Banking/Venture
Capital Division of Creditanstalt-Bankverein before joining Touche
Ross Corporate Finance as a Senior Manager. In 1989 he co-led the
GBP10.5 million MBI of The Wilcox Group Ltd, a leading UK trailer
manufacturer. In 1991 James founded Dearden Chapman, Chartered
Accountants and Consultants where he has acted and continues to act
for many small to medium clients with consultancy and non-executive
director roles.
He was also co-founder and chief financial officer of
BioProgress Technology International, Inc., a VMS and drug delivery
system developer using proprietary films, processes and
formulations. The company was a NASDAQ quoted and regulated company
from 1997 to 2002 and was subsequently listed on AIM. James was a
director, Chief Financial Officer and co-founder of PhotoBox
Limited from 2000 to 2006, a company which merged with its French
counterparts, Photoways to create Europe's Number 1 online
photo-finishing business. Private equity investors include Highland
Capital Partners and Index Ventures. It acquired Moonpig.com in
2011 for circa GBP120 million.
Charles Tatnall, Consultant
Charles Tatnall is primarily involved in advising and raising
funds for SMEs with varying business activities ranging from
advising investment and family wealth companies to reviewing
investments and business opportunities together with the management
of personal investments. Until 2005 he was consultant to Bolton
Group PLC, a UK listed investment company, identifying and
conducting due diligence on potential investment and acquisition
opportunities from a broad range of industry sectors. These
included natural resources, both exploration and production,
electronic hardware and software, and biotechnology.
Previously he held a number of positions with public companies
in North America and Canada, he was a director and founder of
several micro-cap North American listed companies being responsible
for general corporate governance and all finance areas in a variety
of resource and non resource businesses. Charles was a co-founder
and principal of BioProgress Technology Ltd which listed on NASDAQ
OTC and later migrated to AIM. Charles held the licence for the
North American business of BioProgress though a listed vehicle in
North America. Earlier, Charles founded Maceworth Ltd in 1985, one
of the largest corporate entertainment companies in the UK in the
areas of running sporting event tented corporate villages, marquee
hire, corporate sponsorship and conferences.
PROPOSED INVESTING POLICY
On completion of the Proposals, the Company will have disposed
of all of its trading businesses and therefore under Rule 15 of the
AIM Rules it will be re-classified as an Investing Company and will
be required to adopt an Investing Policy, which must be approved by
Shareholders.
The Company's proposed Investing Policy is as follows:
The Directors intend initially to seek to acquire a direct
and/or an indirect interest in projects and assets in the oil and
gas sector and within the wider natural resources sector. The
Company will focus on opportunities in Europe, North America and
Africa but will consider possible opportunities anywhere in the
world.
The Company may invest by way of purchasing equity, debt,
convertible or other instruments in listed or unlisted companies,
outright acquisition or by the acquisition of assets, including the
intellectual property, of a relevant business, or by entering into
partnerships or joint venture arrangements. Such investments may
result in the Company acquiring the whole or part of a company or
project (which, in the case of an investment in a company, may be
private or listed on a stock exchange, and which may be
pre-revenue) and such investments may constitute a minority stake
in the company or project in question. The Company will not have a
separate investment manager.
The Company may be both an active and a passive investor
depending on the nature of the individual investments. Although the
Company intends to be a medium to long-term investor, the Directors
will place no minimum or maximum limit on the length of time that
any investment may be held and therefore shorter term disposal of
any investments cannot be ruled out.
There will be no limit on the number of projects into which the
Company may invest, and the Company's financial resources may be
invested in a number of propositions or in just one investment,
which may be deemed to be a reverse takeover pursuant to Rule 14 of
the AIM Rules. The Company will carry out an appropriate due
diligence exercise on all potential investments and, where
appropriate, with professional advisers assisting as required. The
Board's principal focus will be on achieving capital growth for
Shareholders.
Investments may be in all types of assets and there will be no
investment restrictions.
The Company may require additional funding as investments are
made and new opportunities arise. The Directors may offer new
Ordinary Shares by way of consideration as well as cash, thereby
helping to preserve the Company's cash resources for working
capital. The Company may, in appropriate circumstances, issue debt
securities or otherwise borrow money to complete an investment. The
Directors do not intend to acquire any cross-holdings in other
corporate entities that have an interest in the Ordinary
Shares.
DISAPPLICATION OF PRE-EMPTION RIGHTS
Shareholders' approval is being sought for the authority of the
Directors to allot new equity securities, and to grant rights to
subscribe for new equity securities for cash, such authority to
expire at the conclusion of the next annual general meeting of the
Company or 15 months from the date of passing of the Resolutions,
whichever is the earlier.
The authority of the Directors to allot new equity securities on
a non-pre-emptive basis covers:
-- the Subscription Shares;
-- new Ordinary Shares issued upon the conversion of the
Convertible Loan Notes;
-- equity securities issued upon the exercise of share options
granted to management and employees of the Company, representing 10
per cent. of the nominal value of the issued ordinary share capital
of the Company at Admission; and
-- equity securities issued for cash representing 50 per cent.
of the nominal value of the issued ordinary share capital of the
Company at Admission.
Assuming the allotment of the equity securities referred to
above and the 'B' Ordinary Shares takes place, the Directors will
have authority to issue Relevant Securities up to an aggregate
nominal amount of GBP143,421.88 on a pre-emptive basis to
Shareholders or on a non-pre-emptive basis if Relevant Securities
are, or are to be, wholly or partly paid up otherwise than in cash.
This represents 100 per cent. of the nominal value of the issued
ordinary share capital of the Company at Admission.
THE SUBSCRIPTION
The Board is pleased to advise that, subject to Shareholders'
approval of the Proposals at the forthcoming GM, the Company has
conditionally raised GBP360,000 (before expenses) through a
subscription for 104,000,000 new Ordinary Shares at a subscription
price of 0.25p per Ordinary Share and the issue of GBP100,000 of
Convertible Loan Notes convertible into 40,000,000 new Ordinary
Shares. The Subscription Price represents a discount of
approximately 83.8 per cent. to the closing mid-market price of
1.55 pence per Ordinary Share on 10 October 2012, being the day on
which the Company's Ordinary Shares were suspended from trading on
AIM.
The Subscription Shares will represent approximately 72.5 per
cent. of the enlarged share capital of the Company on Admission. If
the Convertible Loan Notes are converted then, together with the
Subscription Shares, they would represent approximately 78.5 per
cent. of the enlarged issued share capital of the Company.
Pursuant to the Subscription, Paternoster Resources plc, an AIM
quoted natural resources investing company, has subscribed for
40,000,000 Subscription Shares at the Subscription Price and on
Admission will be interested in 40,000,000 new Ordinary Shares
representing 27.9 per cent. of the enlarged issued share capital of
the Company on Admission.
Pursuant to the instrument creating the Convertible Loan Notes,
the Company created unsecured loan notes for the principal sum of
GBP100,000. The loan note instrument sets out the terms and
conditions upon which the Convertible Loan Notes are to be issued
pursuant to such instrument. Interest is to accrue at the rate of
10 per cent. per annum.
Paternoster Resources plc has conditionally subscribed for
GBP100,000 of the Convertible Loan Notes which are convertible into
40,000,000 new Ordinary Shares at a price of 0.25p per Ordinary
Share at the election of Paternoster Resources plc. The
subscription is conditional, inter alia, upon the Resolutions being
passed at the General Meeting, the Reduction of Capital becoming
effective and Admission.
The cumulative interest is repayable with the principal sum of
GBP100,000 on the second anniversary of the date of the instrument
unless the Convertible Loan Notes, together with accrued interest,
have been converted.
Nicholas Lee (Proposed Director) is Chairman of Paternoster
Resources plc.
The Subscription is conditional, inter alia, upon the
Resolutions being passed at the General Meeting, the Reduction of
Capital becoming effective and Admission occurring on or before
8.00 a.m. on 28 February 2013 (or such later date as the Company
and the Subscribers may agree in writing).
Application will be made to the London Stock Exchange for the
Subscription Shares to be admitted to trading on AIM and dealings
are expected to commence at 8.00 a.m. on 1 February 2013.
The proceeds of the Subscription receivable by the Company are
GBP360,000. Of the sum raised, up to GBP60,000 will be paid in cash
to IPSO Management in payment of IPSO Management Shares issued to
the Company. As a part of the Proposals, the Directors are also
seeking the ability to issue further new Ordinary Shares in the
future to enable them to raise sufficient funds, if required, to
provide additional working capital for the Company and to implement
its proposed Investing Policy. The Company may require additional
working capital following Admission to enable the Company to
implement its proposed Investing Policy.
THE TAKEOVER CODE
The Subscription gives rise to certain considerations under the
Code. Brief details of the Panel, the Code and the protections they
afford are described below.
The Code is issued and administered by the Panel. The Code
applies to all takeover and merger transactions, however effected,
where the offeree company is, amongst other things, a listed or
unlisted public company resident in the United Kingdom (and to
certain categories of private limited companies). The Company is a
listed public company and its Shareholders are entitled to the
protections afforded by the Code.
Under Rule 9 of the Code, where any person acquires, whether by
a series of transactions over a period of time or not, an interest
in shares which (taken together with shares already held by him and
an interest in shares held or acquired by persons acting in concert
with him) carry 30 per cent. or more of the voting rights of a
company which is subject to the Code, that person is normally
required to make a general offer to all the holders of any class of
equity share capital or other class of transferable securities
carrying voting rights in that company to acquire the balance of
their interests in the company.
Rule 9 of the Code also provides that, among other things, where
any person who, together with persons acting in concert with him,
is interested in shares which in aggregate carry not less than 30
per cent., but not more than 50 per cent. of the voting rights of a
company which is subject to the Code, and such person, or any
person acting in concert with him, acquires an additional interest
in shares which increases the percentage of shares carrying voting
rights in which he is interested, then such person is normally
required to make a general offer to all the holders of any class of
equity share capital or other class of transferable securities
carrying voting rights of that company to acquire the balance of
their interests in the company.
An offer under Rule 9 of the Code must be in cash (or with a
cash alternative) and at the highest price paid within the
preceding 12 months for any shares in the company by the person
required to make the offer or any person acting in concert with
him.
Under the Code, a concert party arises when persons who,
pursuant to an agreement or understanding (whether formal or
informal), co-operate through the acquisition by any of them of
shares in a company in order to obtain or consolidate control of
that company. Under the Code, control means an interest or interest
in shares carrying in aggregate 30 per cent. or more of the voting
rights of a company, irrespective of whether such interest or
interests give de facto control.
Rule 9 of the Code further provides, amongst other things, that
where any person who, together with persons acting in concert with
him holds over 50 per cent. of the voting rights of a company,
acquires an interest in shares which carry additional voting
rights, then they will not generally be required to make a general
offer to the other shareholders to acquire the balance of their
shares.
Pursuant to the Subscription, the Subscribers could increase
their stake, in the event of conversion of the Convertible Loan
Notes, to 78.5 per cent. of the voting rights of the Company.
Without a waiver of the obligations under Rule 9 of the Code, this
would oblige the Subscribers to make a general offer to
Shareholders under Rule 9 of the Code.
Dispensation from General Offer
Under Note 1 on the Notes on the Dispensations from Rule 9 of
the Code, the Panel will normally waive the requirement for a Rule
9 Offer if, amongst other things, the shareholders of a company who
are independent of the person who would otherwise be required to
make an offer and any person acting in concert with him pass an
ordinary resolution on a poll at a general meeting approving such a
waiver. The Panel may waive the requirement for a resolution to be
considered at a general meeting (and for a circular to be prepared
in accordance with Section 4 of Appendix 1 to the Code) if
independent shareholders holding more than 50 per cent. of the
company's shares capable of being voted on such a resolution
confirm in writing that they would vote in favour of the waiver
were such a resolution to be put to the shareholders of the company
at a general meeting.
The Company has obtained such written confirmation from the
Majority Shareholders who are Independent Shareholders and the
Panel has accordingly waived the requirement for a resolution to be
put to a meeting of Independent Shareholders. Accordingly, the
Subscription may be effected without the requirement for the
Subscribers to make a Rule 9 Offer.
CHANGE OF NAME
It is proposed that the Company shall change its name to Plutus
Resources plc to reflect the Company's Investing Policy and the
proposed change in the Company's business to one of investment in
the natural resources sector.
The Company will also change its ticker to PLR conditional on
the Proposals being approved by Shareholders.
GENERAL MEETING
A Notice of General Meeting to be held at the offices of DMH
Stallard LLP, 6 New Street Square, New Fetter Lane, London EC4A
3BF at 11.00 a.m. on 14 January 2013 is today being posted to
Shareholders. The following resolutions will be proposed at the
General Meeting:
Ordinary Resolutions
1. That the Investing Policy set out in the circular to be sent
to Shareholders dated 28 December 2012 be approved and the
Directors of the Company be empowered to carry the same into
effect.
2. That the Directors be authorised to allot and issue up to an aggregate nominal amount of GBP1,753,765.87 of Relevant Securities.
Special Resolutions
3. That the Bonus Issue and the Reduction of Capital be approved.
4. That the name of the Company be changed to Plutus Resources plc.
5. That the Articles be amended.
6. That conditional upon the passing of resolution 2 above, the
Directors be authorised to issue up to 229,842,188 new Ordinary
Shares on a non-pre-emptive basis to cover the allotment of:
-- the Subscription Shares;
-- new Ordinary Shares issued upon the conversion of the Convertible Loan Notes;
-- equity securities issued upon the exercise of share options
granted to management and employees of the Company, representing 10
per cent. of the nominal value of the issued ordinary share capital
of the Company at Admission; and
-- equity securities issued for cash representing 50 per cent.
of the nominal value of the issued ordinary share capital of the
Company at Admission.
IRREVOCABLE UNDERTAKINGS
The Company has received irrevocable undertakings from the
holders of Ordinary Shares (including the Board) totalling
20,047,591 Ordinary Shares representing approximately 50.9 per
cent. of the Company's issued share capital, to vote in favour of
the Resolutions.
Should the Resolutions not be passed at the General Meeting
and/or the Court Order and the Proposals not be implemented, the
Company would have insufficient working capital available to it to
continue to trade and would need to be refinanced immediately to
enable it to continue trading. There can be no assurance that such
refinancing would be forthcoming and in these circumstances the
Board will be forced to take steps to protect the interests of
creditors which may include placing the Company into administration
or receivership.
RECOMMENDATION
Having consulted with the Company's advisers, the Directors
consider that the passing of the Resolutions would be in the best
interests of the Company and of the Shareholders and therefore
unanimously recommend Shareholders to vote in favour of the
Resolutions, as they intend to do or procure to be done in respect
of their own legal and beneficial shareholdings, which in aggregate
amount to 9,544,258 Ordinary Shares, representing approximately
24.2 per cent. of the issued share capital of the Company.
Enquiries:
IPSO Ventures plc Tel: 020 7462 0093
Craig Rochford, Chairman
Nick Rodgers, Chief Executive
Allenby Capital Limited Tel: 020 3328 5656
(Nominated Adviser and Broker)
Mark Connelly
Nick Athanas
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise:
"Act" the Companies Act 2006, as amended
"Admission" admission of the Subscription Shares to
trading on AIM becoming effective and announced
as such in accordance with the AIM Rules
"AIM" AIM, a market operated by the London Stock
Exchange
"AIM Rules" together, the rules published by the London
Stock Exchange governing the admission to,
and the operation of, the AIM Rules for
Companies (including the guidance notes
thereto) and the rules published by the
London Stock Exchange from time to time
for Nominated Advisers
"Bonus Issue" the proposed capitalisation of amounts standing
to the credit of the Share Premium Account
into IPSO B Ordinary Shares to be issued
to Shareholders on the basis of one IPSO
B Ordinary Share for each Existing Ordinary
Share held at the Record Date
"Code" or "Takeover the City Code on Takeovers and Mergers
Code"
"Company" or "IPSO" IPSO Ventures plc (registered number 05859612)
"Convertible Loan the GBP100,000 of 10% convertible loan notes
Notes" to be issued by the Company to Paternoster
resources plc at an issue price of 0.25p
per new Ordinary Share as part of the Proposals
"Court" the High Court of Justice of England and
Wales
"Court Order" the order of the Court confirming the Reduction
of Capital
"Demerger" the demerger of IPSO Management from the
Company to be implemented pursuant to the
Reduction of Capital
"Directors" or "Board" the directors of the Company as at the date
of this announcement
"Existing Ordinary each existing ordinary share of 0.1p each
Share" in the capital of the Company
"General Meeting" the General Meeting of the Company to be
or "GM" held at the offices of DMH Stallard LLP,
6 New Street Square, New Fetter Lane, London
EC4A 3BF on 14 January 2013 at 11.00 a.m.
and including any adjournment thereof
"Hearing Date" the date on which the Court Order confirming
the Reduction of Capital is made
"Independent Shareholders" all existing Shareholders
"IP" intellectual property
"IPSO B Ordinary Shares" the 39,421,882 B Ordinary Shares of 3.5p
each in the capital of the Company to be
issued to Shareholders by way of the Bonus
Issue
"IPSO Investment Portfolio" the interests in Axilica Limited, Biocroí
Limited, Cambridge Meditech Limited, IPSol
Energy Limited, Medermica Limited, Polyfect
Limited, Therakind Limited and Wildknowledge
Limited, all owned by IPSO Management
"IPSO Management" IPSO Management Limited (Company No. 05413008),
a wholly owned subsidiary of the Company
"IPSO Management Shares" the ordinary shares of 0.1p each in the
capital of IPSO Management
"Investing Company" has the meaning ascribed to the definition
of "investing company" set out in the AIM
Rules, that is, any AIM company which has
as its primary business or objective, the
investing of its funds in securities, businesses
or assets of any description
"Investing Policy" the investing policy proposed to be adopted
by the Company at the General Meeting, subject
to Shareholder approval at the GM
"London Stock Exchange" London Stock Exchange PLC
"Majority Shareholders" Craig Rochford, Nick Rodgers, John Kelly,
Andrew Hobbs, Matthew Valentine and Raffles
Estates Inc., who, in aggregate, are interested
in 20,047,591 Ordinary Shares representing
50.9 per cent. of the existing issued ordinary
share capital of the Company
"Ordinary Shares" ordinary shares of 0.1p each in the capital
of the Company
"Panel" the Panel on Takeovers and Mergers
"Proposals" together, the dis-application of pre-emption
rights, the proposals detailed relating
to the Demerger including the Bonus Issue,
Demerger and the Reduction of Capital, the
adoption of the Investing Policy, authority
to allot and issue new Ordinary Shares and
proposed change of name to Plutus Resources
plc
"Proposed Director" Nicholas Lee
"Proposed Senior Management" James Longley and Charles Tatnall
"Record Date" the close of business on 28 January 2013,
being the time and date for the purposes
of determining the Shareholders entitled
to participate in the Demerger
"Reduction of Capital" the proposed reduction of capital of the
Company under Section 641 of the Act, as
described in this announcement
"Relevant Securities" means any shares in the capital of the Company
and the grant of any right to subscribe
for, or to convert any security into, shares
in the capital of the Company
"Rule 9 Offer" a general offer to all holders of any class
of equity share capital or other class of
transferable securities carrying voting
rights of a company to acquire the balance
of their interests in the company as required
to be made in accordance with Rule 9 of
the Code
"Shareholder(s)" holder(s) of Ordinary Shares
"Share Premium Account" the share premium account of the Company
"Subscribers" together, the subscribers for the Subscription
Shares and the Convertible Loan Notes
"Subsidiary" as defined in Section 220 of the Act
"Subscription" together, the conditional subscription for
the Subscription Shares and the Convertible
Loan Notes
"Subscription Price" 0.25p per Subscription Share
"Subscription Shares" the 104,000,000 new Ordinary Shares proposed
to be allotted and issued pursuant to the
Subscription, prior to any conversion of
the Convertible Loan Notes
"United Kingdom" or the United Kingdom of Great Britain and
"UK" Northern Ireland
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this announcement 28 December 2012
Latest time and date for receipt of 11.00 a.m. on 10 January
Forms of Proxy 2013
General Meeting of Shareholders 11.00 a.m. on 14 January
2013
Record Date Close of business on 28 January
2013
Bonus Issue 29 January 2013
Court hearing to confirm Reduction 30 January 2013
of Capital
Reduction of Capital becomes effective 31 January 2013
Expected date of the Demerger 1 February 2013
Admission of the Subscription Shares 8.00 a.m. on 1 February 2013
to trading on AIM
CREST stock accounts to be credited 1 February 2013
for the Subscription Shares in uncertificated
form
Notes:
If any of the above times and/or dates change, the revised times
and/or dates will be notified to Shareholders by announcement
through a regulatory information service.
All times shown in this announcement are UK times unless
otherwise stated.
These times and dates are indicative only and will depend, among
other things, on the date in which the Court sanctions the
Reduction of Capital.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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