TIDMPSL
RNS Number : 6618S
Photonstar LED Group PLC
13 March 2019
13 March 2019
Photonstar LED Group PLC
("Photonstar" or the "Company")
Posting of Circular and Notice of General Meeting
Further to its announcements of 30 January and 6 March 2019
Photonstar LED Group plc (AIM: PSL) confirms that it has posted, or
otherwise made available, a circular to shareholders (containing a
notice convening a General Meeting) in connection with the proposed
close down of the Company's operating business (the
"Circular").
The General Meeting of Photonstar LED Group Plc (the "Company")
will be held at Peterhouse Capital Limited, 3(rd) Floor, New
Liverpool House, 15 Eldon Street, London, EC2M 7LA, at 12:00 midday
on 5(th) April 2019 for the purpose of considering and, if thought
fit, passing the following resolutions of the Company
as set out below:
ORDINARY RESOLUTIONS
By order of the Board of Directors
1. THAT the directors of the Company be generally and
unconditionally authorised, under and in accordance with section
551 of the Companies Act 2006 ('the Act') to exercise all the
powers of the Company to allot shares in the Company or grant
rights to subscribe for or convert any security into shares in the
Company ('relevant securities') up to an aggregate amount of
5,332,221,134 shares, provided that this authority shall expire
(unless previously renewed, varied or revoked by the Company in
general meeting) on the earlier of 5th April 2020 or the conclusion
of the Company's Annual General Meeting in 2020, save that the
Company may before such expiry make an offer or agreement which
would or might require relevant securities to be allotted after
such expiry and the directors of the Company may allot relevant
securities under such offer or agreement as if the authority
conferred by this resolution had not expired and provided further
that this authority shall be in substitution for, and to the
exclusion of, any existing authority conferred upon the
directors.
2. THAT the orderly wind down by the Company of its operating
business be approved with the result that the Company shall become
an AIM Rule 15 cash shell.
SPECIAL RESOLUTIONS
3. THAT the name of the Company be changed to Bould Opportunities plc.
4. THAT, subject to and conditional upon the passing of
Resolution one above, the directors of the Company be empowered
under section 570 of the Companies Act 2006 ('the Act') to allot
equity securities (within the meaning of section 560 of the Act)
for cash and/or to sell or transfer shares held by the Company in
treasury (as the directors shall deem appropriate) under the
authority conferred on them under section 551 of the Act by
Resolution 2 above as if section 561(1) of the Act did not apply to
any such allotment provided that this power shall be limited
to:
(a) the allotment of equity securities in connection with any
rights issue or other pro-rata offer in favour of the holders of
ordinary shares in the Company where the equity securities
respectively attributable to the interests of all such holders of
shares are proportionate (as nearly as may be) to the respective
numbers of shares held by them, provided that the directors of the
Company may make such arrangements in respect of overseas holders
of shares and/or to deal with fractional entitlements as they
consider necessary or convenient; and
(b) the allotment (otherwise than under sub-paragraph (i) above)
of equity securities and/or the sale or transfer of shares held by
the Company in treasury (as the directors shall deem appropriate)
up to an aggregate amount of 5,332,221,134 shares
and this authority shall expire on the earlier of 5th April 2020
or the conclusion of the Company's Annual General Meeting in 2020
provided that the Company may before such expiry make offers or
agreements which would or might require equity securities to be
allotted after such expiry and the directors of the Company may
allot equity securities under such offers or agreements as if the
power conferred by this resolution had not expired and provided
further that this authority shall be in substitution for, and to
the exclusion of, any existing authority conferred on the
directors.
A copy of the Circular for use in connection with the General
Meeting will be made available on the Company's website
shortly.
http://www.photonstarled.com
The key dates are expected to be as follows:
EXPECTED TIMETABLE OF EVENTS
Publication and posting to Shareholders of this document 13
March 2019
Latest time & date for receipt of Forms of 12.00 midday on 3
April 2019
Proxy for the General Meeting
Date and time of General Meeting 12.00 midday on 5 April
2019
Notes:
1. References to times in this document are to London time (unless otherwise stated).
2. The dates set out in the timetable above may be subject to change.
If any of the above times or dates should change, the revised
times and/or dates will be notified by an announcement to a
regulatory information service
Enquiries:
PhotonStar LED Group Plc (www.photonstarled.com) +44 (0)20 3198 2554
Martin Lampshire, Non-executive Director
Allenby Capital Limited (Nominated adviser) +44 (0)20 3328 5656
John Depasquale / Nick Naylor
Peterhouse Capital Limited (Broker) +44 (0)20 7469 0930
Lucy Williams / Duncan Vasey
APPIX
The following information is extracted without material
adjustment from the Circular being sent to Shareholders.
Capitalised terms used in the summary below are defined at the end
of this announcement.
1. Introduction
The General Meeting is being convened for the purpose of asking
Shareholders to consider and, if thought fit, to pass the
Resolutions. The Notice can be found in Part II of this
document.
Full details of the Resolutions are provided within this
document, being the orderly wind down of the Company's existing
operations to become an AIM Rule 15 cash shell, a change of the
Company's name, authority to allot shares and dis-application of
pre-emption rights.
2. Background to the Proposals
As announced on 31 January 2019 the Company currently has one
trading subsidiary, PhotonStar Technology Ltd ("PhotonStar
Technology") which is focused on retrofitting existing buildings
with lighting, environmental monitoring and cloud-based building
management services.
The Board has reviewed PhotonStar Technology's current trading
and believe it is appropriate for this subsidiary to cease trading
and for the business to be closed down.
For the year ended 31 December 2017 Photonstar Technology had
revenue of GBP297,000. Loss before tax of GBP1,562,000 and gross
assets of GBP953,000.
Should the Proposals be voted down, the Directors will be forced
to consider the viability of the Company's future.
3. New strategy
The Company's proposed strategy, following the closing down of
PhotonStar Technology, will be to acquire a substantial business
that is seeking an AIM quoted platform. The Directors will be
agnostic in relation to sector but will focus on an acquisition
that can create significant value for shareholders in the form of
capital growth and/or dividends. The Company has already met with a
number of promising potential acquisition targets and whilst no
guarantee can ever be made to the execution of a successful reverse
takeover, it is the Board's intent to identify and execute a
reverse takeover in prudent haste.
Following Completion, the Company will be classified as an AIM
Rule 15 cash shell and as such will be required to make an
acquisition or acquisitions which constitutes a reverse takeover
under AIM Rule 14 (including seeking re-admission as an investing
company (as defined under the AIM Rules)) on or before the date
falling six months from completion of the Disposal or be
re-admitted to trading on AIM as an investing company under the AIM
Rules (which requires the raising of at least GBP6 million of new
equity funding) failing which, the Company's New Ordinary Shares
would then be suspended from trading on AIM pursuant to AIM Rule
40. Admission to trading on AIM of the Company's shares would be
cancelled six months from the date of suspension should the reason
for the suspension not have been rectified.
4. Current trading
The Company has received some expressions of interest in
purchasing PhotonStar Technology Limited's brand and associated
intellectual property, but these are of complicated structure and
for a minimal amount. It is the Board's estimation that, whilst
there may be some value in PhotonStar Technology Limited's
offering, given the businesses' ongoing cash consumptive status and
the lengthy client decision making processes that the Company has
encountered between initial trial and commercial order, it would
take a larger amount of investment to deliver a turnaround than is
currently feasible to raise at the Company's current size.
Consequently, the Board believes an orderly closing down of
PhotonStar Technology Limited's business and an attempt to source a
reverse takeover as a Rule 15 Cash Shell is in the best interests
of shareholders.
The Board has undertaken a cost cutting strategy in anticipation
of an orderly wind down. Current operational costs have been
reduced to a modest amount. The Company's current cash position is
GBP215,000 following the placing announced on 6 March 2019.
5. Change of name
To reflect this new strategy, the Company proposes to change its
name to Bould Opportunities plc. Subject to the passing of the
resolution to change the Company's name, the Company's corporate
website address will be changed and Shareholders will be informed
of the new website and TIDM in due course.
6. Broker warrants
Additionally, conditional on the Proposals being approved by
Shareholders at the General Meeting, the Company has agreed to
issue Peterhouse warrants to subscribe for new Ordinary Shares
equal to 3 per cent. of the Enlarged Share Capital of the Company
from time to time, exercisable at GBP0.0001 for up to 3 years. This
issue of warrants is in consideration of fees owed relating to
advisory and fund-raising services rendered to the Company during
the last quarter of 2018 and the first quarter of 2019 and which
have been largely not paid for in an effort to conserve the cash
available to the Company.
7. Increase in authorised share capital
Reflective of the matters set out above, the directors believe
that more flexibility to issue shares would be beneficial. The
Directors are therefore seeking authority to allot Ordinary Shares
for cash free of pre-emption rights, such authorities being limited
to the allotment of 5,332,221,134 Ordinary Shares (being 100 per
cent. of the Company's current issued share capital).
8. Dis-application of pre-emption rights and authority to allot shares
In order to enable the Company to implement its intended
strategy with minimal limitations, it is necessary for the
Directors to seek authority from Shareholders at the General
Meeting pursuant to the Companies Act to, inter alia, issue the
Subscription Shares and to issue further shares for cash. The
Directors may seek further funding for the Company following the
General Meeting, subject to any necessary resolutions being
approved by Shareholders.
Full details of the authorities the Directors are seeking at the
General Meeting are set out in the attached notice of General
Meeting.
9. Action to be taken
The Form of Proxy for use in connection with the General Meeting
is enclosed with this document. Whether or not you intend to be
present at the General Meeting and/or adjourned AGM, you are
requested to complete, sign and return the Form of Proxy in
accordance with the instructions printed thereon to the Company's
Registrars, Link Asset Services, PXS1, 34 Beckenham Road, Beckenham
BR3 4ZF, as soon as possible and, in any event, not later than
12.00 midday on 3 April 2019, being 48 hours before the time of the
General Meeting. The completion and return of a Form of Proxy will
not preclude you from attending the General Meeting and voting in
person should you subsequently wish to do so.
10. Recommendation
The Directors consider that the Proposals are in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that Shareholders
vote in favour of the Resolutions to be proposed at the GM.
The Board intend to vote in favour of the Resolutions. This
represents a total 73,659,661 Ordinary Shares, equivalent to 1.38
per cent. of the issued Ordinary Shares.
DEFINITIONS
The following definitions apply throughout this document unless
the context otherwise requires:
"Act" the Companies Act 2006;
"AGM Form of Proxy" the form of proxy for use by the
Shareholders in connection with the AGM which accompanies this
document;
"AGM Notice" the notice of the AGM, which is set out at Part II
of this document;
"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, AIM,
consisting of the AIM Rules for Companies (including the guidance
notes thereto) and the AIM Rules for Nominated Advisers, as
published by the London Stock Exchange from time-to-time;
"Articles" the articles of association of the Company for the
time being;
"Board" the collective body of the Directors of the Company from
time to time;
"Circular" or "this document" this document, including the
Notice in Part II and the Form of Proxy;
"Company" or "Photonstar" Photonstar LED Group PLC, incorporated
and registered in England & Wales under the Companies Act 1985,
registered number 06133765 and having its registered office at 3rd
Floor, New Liverpool House, 15 Eldon Street, London, EC2M 7LA,
United Kingdom;
"CREST" the relevant system for paperless settlement of share
transfers and the holding of shares in uncertificated form, which
is administered by Euroclear UK & Ireland Limited;
"Directors" the directors of the Company as at the date of this
document whose names are set out on in Part II of this
document;
"Form of Proxy" the form of proxy for use by the Shareholders in
connection with the General Meeting which accompanies this
document;
"General Meeting" or "GM" the General Meeting of the Ordinary
Shareholders of the Company to be held at 12.00 midday on 5 April
2019 at Peterhouse Capital Limited, 3rd Floor, New Liverpool House,
15 Eldon Street, London, EC2M 7LA, United Kingdom;
"Group" the Company together with its subsidiaries, both
directly and indirectly owned;
"London Stock Exchange" London Stock Exchange plc;
"Memorandum" the memorandum of association of the Company for
the time being;
"Notice" the notice of the General Meeting, which is set out at
Part II of this document;
"Ordinary Shares" ordinary shares of GBP0.0001 each in the
capital of the Company;
"Proposals" the closing down of the Company's existing business,
the Company becoming an AIM Rule 15 cash shell and a change in the
Company's name;
"Registrars" Link Asset Services;
"Resolutions" the resolutions to approve the Proposals, which
are set out in the Notice in Part II of this document;
"Shareholder(s)" holder(s) of the Ordinary Shares;
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland; and
"Uncertificated" or recorded on the register of Ordinary Shares
as being held in
"in Uncertificated Form" uncertificated form in CREST,
entitlement to which by virtue of the CREST Regulations, may be
transferred by means of CREST.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCEAPDAFDSNEFF
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March 13, 2019 03:00 ET (07:00 GMT)
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