TIDMAVP
RNS Number : 4179T
Armstrong Ventures PLC
17 July 2015
Armstrong Ventures plc
("Armstrong" or the "Company")
Result of General Meeting, Board Changes and Change of
Registered Office
The Company is pleased to announce that all the proposals put to
Shareholders at the general meeting held at 11.00 a.m. on 17 July
2015 concerning the proposed Placing by Peterhouse Corporate
Finance Limited ("Peterhouse") to raise approximately GBP2 million
net of expenses and the change of Investing Policy were duly
passed.
Application will be made for the 16,891,666,659 New Shares
issued to the Placees and the 2,511,250,001 Adviser Shares issued
to Peterhouse and other advisers pursuant to the Placing to be
admitted to trading on AIM. Admission and dealing is expected to
occur at 8.00 a.m. on 23 July 2014. The new Ordinary Shares will
rank pari passu with the existing Ordinary Shares in issue.
Following the issue of the new Ordinary Shares, the Company's total
issued share capital will be 23,075,451,022 Ordinary Shares. This
figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure and Transparency Rules.
The Company has created and issued a total of 4,222,916,655
Warrants. One Warrant has been issued for every four New Shares
subscribed for by Placees pursuant to the Placing.
The Warrants may be exercised at any time on or before 31 July
2018 and shall entitle the Warrant holder to subscribe for one
Ordinary Share for each Warrant held at 0.014p.
The registered office of the Company has been changed to 18
Buckingham Gate, London, SW1E 6LB.
Investing Policy
In addition, the Company has now adopted the following Investing
Policy:
"The Company will invest in businesses in the media, technology
and healthcare sectors which have some or all of the following
characteristics:
-- strong management with a proven track record;
-- ready for investment without the need for material re-structuring by the Company;
-- generating positive cash flows or imminently likely to do so;
-- an injection of new finances or specialist management will
enhance the prospects and therefore the future value of the
investment;
-- the potential to deliver significant returns for the Company.
"Whilst the Company will be principally focused on making
investments in private businesses, it would not rule out investment
in listed businesses if this presents, in its judgment, the best
opportunity for Shareholders.
"The Company intends to be an active investor in situations
where the Company can make a clear contribution to the progress and
development of the investment. In respect of other, more
substantial investment opportunities, it is expected that the
Company will be more of a passive investor.
"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. Where the Company builds a portfolio of related
assets it is possible that there may be cross-holdings between such
assets. The Company does not currently intend to fund any
investments with debt or other borrowings but may do so if
appropriate.
"The Company's primary objective is that of securing for the
Shareholders the best possible value consistent with achieving,
over time, both capital growth and income for Shareholders through
developing profitability coupled with dividend payments on a
sustainable basis."
Board Changes
Sean Nicolson and Peter Read have now both joined the Board and
Manish Kotecha and Peter Redmond have both resigned as Directors of
the Company. Haresh Kanabar has resigned as Chairman of the
Company, but will continue as a Director until 30 November 2015. Mr
Kanabar now holds 109,341,135 Ordinary Shares (0.47% of the total
voting rights of the Company), 20,833,333 Warrants and options to
acquire 147,077,405 Ordinary Shares at an exercise price of 0.025p
per Ordinary Share.
Sean Nicolson has an interest in 570,520,833 Ordinary Shares
(2.47% of the total voting rights of the Company) and 41,666,666
Warrants of which he beneficially owns 4,487,187,500 Ordinary
Shares (2.11% of the total voting rights of the Company) and
20,833,333 Warrants and his wife owns 83,333,333 Ordinary Shares
(0.36% of the total voting rights of the Company) and 20,833,333
Warrants.
Peter Read has an interest in 166,666,666 Ordinary Shares (0.72%
of the total voting rights of the Company) and 41,666,666
Warrants.
Sean Nicolson (aged 49)
Sean is Executive Director of e-Therapeutics plc, an AIM listed
drug discovery and development company. He has over 20 years'
experience as a corporate finance lawyer and was previously an
equity partner in the corporate team of Bond Dickinson LLP. Sean
has many years' experience of advising companies in the media,
technology and healthcare sectors on flotations, venture capital
and private equity fundraisings, mergers and acquisitions,
takeovers, joint ventures and corporate governance matters.
Sean is currently also a director of Northern Canon (a
registered charity) and a partner of Monograph LLP.
Previously Sean has been a director of Bizdocs Limited, Bond
Dickinson Financial Services Limited, Bond Dickinson Service
Company Limited, Bond Dickinson Wealth Limited, Designed and Made,
Dickinson Dees Financial Services Limited, mima friends (a
registered charity), Monograph Publishing Limited, Prima Director
Limited and Prima Secretary Limited.
Sean was also a director of BDK Investments Limited ("BDK") from
its incorporation on 8 March 2011 until 17 March 2011 and
Badekabiner Limited ("Badekabiner") from its incorporation on 11
March 2011 until his resignation on 7 April 2011. BDK and
Badekabiner were Bond Dickinson shelf companies created for the
benefit of clients of the firm. BDK and its subsidiary,
Badekabiner, were subsequently placed into administration on 30
January 2012. BDK and Badekabiner were dormant companies throughout
the periods in which Mr. Nicolson was a director. He was not
involved in BDK's or Badekabiner's subsequent activities or their
administration proceedings.
As a partner in a law firm, Mr Nicolson has been a director
during the past five years, of many of Bond Dickinson's other shelf
companies created for the use of the firm's clients, amounting to
175 appointments in total. A full list of these appointments as a
director is provided below.
There are no other matters required to be disclosed in respect
of Sean Nicolson's appointment under paragraph (g) of Schedule Two
of the Aim Rules or AIM Rule17.
Peter Read (aged 59)
Peter began his career with KPMG in 1976, becoming a partner in
1990 and Head of Transaction Services for the telecoms, media,
technology (TMT) practice in 1998 and Head of the TMT practice in
2003. In 2008, Mr Read was appointed Chairman of KPMG's TMT
practice and Chairman (EMA) of the global Japanese practice. He
held these positions until retiring from KPMG in 2013. Over this
six year period he was also the lead partner for key TMT clients
including WPP, IBM, Informa and DMGT and European sub-groups of
Japanese clients, including Sony, Sumitomo, Mazda and Hitachi.
Peter's current non-executive roles include Quayle Munro
Holdings, the Professional Cricketers' Association, The Royal
Automobile Club (where he is also Chairman of the Audit Committee),
the Motor Sports Association and Concha plc.
Peter is currently a director of the following companies:
The Royal Automobile Club Limited
PCA Management Limited
Quayle Munro Holdings Limited
Motor Sports Association Limited
Concha plc
Norfolk House Residents Limited
Peter has been a partner in the following partnerships in the
past five years:
KPMG LLP
KPMG Europe LLP
There are no other matters required to be disclosed in respect
of Peter Read's appointment under paragraph (g) of Schedule Two of
the Aim Rules or AIM Rule17.
-ENDS--
FOR FURTHER INFORMATION, PLEASE CONTACT:
Armstrong Ventures plc
Sean Nicolson Tel: +44 (0) 1993 880 000
Cairn Financial Advisers LLP
Sandy Jamieson Tel: +44 (0) 207 148 7900
Peterhouse Corporate Finance Limited
Lucy Williams / Eran Zucker Tel: +44 (0) 207 469 0935
Sean Nicolson: Additional Past Directorships
Agma Holdings Limited
Ai-Oare Investments Limited
Aptus Group Limited
ASG Power Systems Limited
Aspen Hivedown Limited
Beacon Bingo Online Limited
Brierley Green Management Company Limited
Bull Schmidt Limited
Caast Limited
Can Vives Limited
Care And Support Sunderland Limited
Carru Consulting Limited
Centrihealth UK Limited
Charge Your Car Limited
Choice Cuts Media Limited
Citipark Limited
Citipark UK Limited
Cleveland Biotech (EBT) Limited
Cleveland Biotech (Holdings) Limited
Club M (Barrow) Limited
Copenhagen 1801 Limited
Coverbox Limited
Cripps Healey Limited
Cross Solar PV Limited
Crossco (1212) Limited
Crossco (1213) Limited
Crossco (1217) Limited
Crossco (1219) Limited
Crossco (1222) Limited
Crossco (1243) Limited
Crossco (1253) Limited
Crossco (1255) Limited
Crossco (1256) Limited
Crossco (1267) Limited
Crossco (1294) Limited
Crossco (1310) Limited
Crossco (1317) Limited
Crossco (1318) Limited
Crossco (1324) Limited
Crossco (1332) Limited
Crossco (1333) Limited
Crossco (1334) Limited
Crossco (1337) plc
Crossco (1341) Limited
Crossco (1348) Limited
Crossco (1352) Limited
Crossco (1359) Limited
Crossco (1370) Limited
Crossco (1371) Limited
Crossco (1373) Limited
Crossco (1374) Limited
Crossco (1375) Limited
Crossco (1379) Limited
Crossco (1380) Limited
Crystec (EBT) Limited
Danesmoor Holdings Limited
Desco (2011) Limited
Digital Mortgages Limited
Dormant Company 8585516 Limited
Drivestyle Insure Limited
Dunham Caravans Limited
Durham Hotel Investment (No.2) Limited
Efficient Warm Energy Limited
Ellergreen Hydro Projects Limited
Elster Solutions Limited
Elster Solutions Treasury Limited
Feversham First Steps Limited
Fine Equinity Limited
Fitton & Co Ltd
5am Music Limited
Ford & Etal (Trustees) Limited
Fortitude Environmental Holdings Limited
Foster Findlay Associates (EBT) Limited
4am Music Limited
Gaia Heat Limited
Garden Kitchen Newcastle Limited
Gelt House Holdings Limited
Gilkes Hydro Projects Limited
Gosforth 22 Limited
Grainger (Aldershot) Limited
Grainger Enfranchisement No. 1 (2012) Limited
Grainger Enfranchisement No. 2 (2012) Limited
Grainger Enfranchisement No. 3 (2012) Limited
Grainger Invest (No.1 Holdco) Limited
Grainger Kensington & Chelsea Limited
Grainger Occc Limited
Grainger Ramp Limited
Grainger Southwark Limited
Greenergy Flexigrid Drivers Trustees Limited
GSC Grays Limited
H&P Properties Limited
Hampshire Cosmetics Limited
Hicalife Retirement Developments (No. 2) Limited
Highways North Yorkshire Limited
Holf Inc Limited
Homegrown Entertainment Limited
HS Butyl Limited
Insure Telematic Solutions Limited
J & B Bio Limited
Jamtastic Ltd
Kiln Flame Systems Enterprises Limited
L D H (2010) Limited
L.E.T. Nominees 1 Limited
L.E.T. Nominees 2 Limited
Laing Enterprises Limited
Lambton Share Property Company Limited
Lapicida Stone Group Limited
Lilliesleaf Limited
Livbeth Investco Limited
Macklin Property Limited
Matfen Energy Limited
Mike Pulman Holdings Limited
Mizaru Media Limited
NCFE Trading Limited
North East Finance Limited
Oare (Devon One) Limited
Oare (Pembrokeshire One) Limited
Oare (Yorkshire One) Limited
Orego-Stim Limited
Orla Protein Technologies (EBT) Limited
Oxford Vaughan Limited
Parabola Edinburgh Park Centre Limited
Parabola Edinburgh Park Hermiston Limited
PD & MS (Dundee) Limited
Petersen Future Options Limited
Playground Television UK Limited
Plessey Checks Farming Limited
Pope Funeral Services Limited
PPF GRP Limited
PRC (UK) Limited
Precision Hydraulic Cylinders Global Limited
Project Revive Limited
Pulman Skoda Limited
QE Facilities Limited
Reece Group Limited
Reece Innovation Centre Limited
Reece Property Limited
Robinson & Birdsell (Recycling) Limited
Rubix Leisure Limited
Rydal Hydro Limited
SB (North Shields) Limited
Scandale Hydro Limited
6am Music Limited
Skelton & Gilling Estates Properties Limited
So Homegrown Limited
Sone Products Ltd
Spark Ecommerce Group Limited
Speers London Limited
St Peter's Investments Limited
Staunton's Properties Limited
Stonegarth Management Company (Whitby) Limited
Sun Concept Oakapple Renewable Energy Limited
Sylatech Limited
TCS (Merrion House JVCo1) Limited
TCS (Merrion House JVCo2) Limited
TCS Development Management (Merrion) Limited
Telidevice Company Limited
The Beehive Bakery Limited
The Hamilton Portfolio (Fox And Hounds) Limited
The Hepple Spirits Company Limited
3am Music Limited
Trina Solar (UK) Limited
Unconfused Limited
Vitalise Limited
Vivimed Labs UK Limited
Walworth Investment Properties Limited
Westcountry Solar Solutions Limited
Westoe Crown Village Centre Management Company Limited
Whitewell Interiors Limited
Wicked Genes Limited
Wilbees Solar Farm Limited
Willows Farm Day Nursery Limited
Witherington Solar Farm Limited
Yuill Homes Limited
DEFINITIONS
"Admission" the admission of the New Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
"Adviser Shares" the 2,511,250,001 Ordinary Shares
to be subscribed for by SRG and
Peterhouse from the fees due
to them pursuant to the Placing
"AIM" AIM, a market operated by the
London Stock Exchange
"AIM Rules" the AIM Rules for Companies as
published by the London Stock
Exchange from time to time
"London Stock Exchange" London Stock Exchange plc
"New Shares" the 16,891,666,659 new Ordinary
Shares to be issued pursuant
to the Placing
"Ordinary Shares" ordinary shares of 0.01 pence
each in the capital of the Company
"Peterhouse" Peterhouse Corporate Finance
Limited
"Placee" a subscriber for New Shares
"Placing" the conditional placing of the
New Shares
"Investing Policy" the Company's new investing policy
as required by the AIM Rules
details of which are set out
in this announcement
"SRG" Sports Resource Group Limited
"Shareholders" holders of Ordinary Shares
This information is provided by RNS
The company news service from the London Stock Exchange
END
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