TIDMPIRI
RNS Number : 5153S
Pires Investments PLC
12 March 2019
Pires Investments plc ("Pires" or the "Company")
Posting of Shareholder Circular
The Company announced on 25 February 2019 that it had received a
valid request under section 303 of the Companies Act 2006 to
convene a general meeting to consider resolutions to remove Peter
Redmond and John May as directors of the Company and appoint Robert
Jones and Roderick Murray as directors of the Company.
In accordance with the statutory timetable, the Company posted a
circular to shareholders on 11 March 2019. The directors of Pires
unanimously recommend that shareholders vote against the proposed
resolutions. The circular includes a notice of the requisitioned
general meeting, which has been convened for 11.00 am on Thursday 4
April 2019.
The Letter from the Chairman section of the circular is copied
in full below and a copy of the shareholder circular containing the
notice of general meeting will shortly be available on the
Company's website http://www.piresinvestments.com/.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
For more information please contact:
Pires Investments plc: +44 20 7917 1817
Peter Redmond, Chairman
Nominated Advisor:
Cairn Financial Advisers LLP +44 20 7213 0880
Liam Murray
Tony Rawlinson
Ludovico Lazzaretti
Broker:
Peterhouse Corporate Finance +44 20 7469 0935
Duncan Vasey/Lucy Williams
LETTER FROM THE CHAIRMAN
PIRES INVESTMENTS PLC
(Incorporated and registered in England and Wales under the
Companies Act 2006 with registered number 02929801)
Directors:
Peter Redmond (Chairman) c/o Cooley Services Limited
John May (Independent Non-executive Director)
Nicholas Lee (Non-executive Director)
Registered Office: Dashwood, 69 Old Broad Street, London EC2M
1QS
Dear Pires Shareholder
1. INTRODUCTION
On 20 February 2019, the Board announced that it had received a
requisition notice from Resource Early Stage Opportunities Company
("RESOC"), who has notified the Company that it holds 15.3 per
cent. of Pires Shares on the date of the requisition through a
nominee, Global Prime Partners Limited. RESOC is requisitioning a
general meeting of the Company to remove certain directors of the
Company and to replace them with certain individuals proposed by
RESOC.
The requisition notice (the "Requisition Notice") from RESOC,
required the Board to convene a general meeting of the Company's
shareholders to consider resolutions to remove the Company's
Chairman, Peter Redmond and the Company's Independent Non-executive
Director, John May, and to replace them with the RESOC Nominees,
being Roderick Murray and Robert Jones (the "Requisition
Resolutions"). The full text of the Requisition Notice and the
accompanying explanatory statement provided by RESOC is included in
Appendix I to this document.
The Board is required to convene a general meeting within 21
days of the receipt of the Requisition Notice, with such meeting
being required to be held on a date not more than 28 days after the
date of the notice convening it, and accordingly this document
contains the notice of the General Meeting, which is to be held at
11.00 a.m. on 4 April 2019 at the offices of Cooley (UK) LLP,
Dashwood, 69 Old Broad Street, London EC2M 1QS, at which the
Resolutions will be considered.
The Board unanimously recommends that all Pires Shareholders
vote against the Requisition
Resolutions.
The purpose of this document is to explain the Board's views on
the Requisition in order that shareholders are properly informed
and able to make their voting decision on that basis.
2. BACKGROUND REGARDING THE CURRENT POSITION OF THE COMPANY
Introduction
Pires' Shares are admitted to trading on AIM and the Company is
an investing company pursuant to AIM Rule 8. The Company's
investing policy is to invest principally but not exclusively in
the resources and energy sectors.
Trading update announced on 24 January 2019
The Company notified Pires Shareholders on 24 January 2019 that
the unaudited net asset value of the Company was circa GBP1.2
million (31 October 2018: GBP0.95 million) an increase of
approximately 24 per cent. from 31 October 2018.
The increase was principally as a result of the performance of
its investment in Eco (Atlantic) Oil & Gas Limited ("Eco")
whose share price had increased by around 22 per cent. since 31
October 2018. As at 24 January 2019, the Company's shareholding in
Eco represented approximately 87 per cent. of the Company's
investment portfolio.
Since the trading update on 24 January 2019, the share price of
Eco has increased by a further circa 60 per cent., increasing the
current value of the Company's holding to circa GBP1.65 million
with a similar positive impact on the previously announced
unaudited net asset value of the Company.
SalvaRx Group plc ("SalvaRx"), another portfolio investment, has
also now completed its sale of 94.2 per cent. of SalvaRx Limited to
Portage Biotech Inc. ("Portage") in exchange for new shares in
Portage. The Company has achieved a significant return on this
investment. The Company originally invested GBP80,000 and has since
realised GBP84,000 from the sales of SalvaRx shares whilst still
retaining a holding worth circa GBP152,000 (including the value of
the Portage shares received).
As explained more fully below, since 31 October 2016, the
Company's year-end prior to the investment in Eco, the net asset
value of the Company, whilst also taking into account two equity
fundraisings, has increased by circa 800 per cent.
Placing
Prior to the requisition notice being received, the Company had
undertaken an equity placing, raising
GBP781,720 before expenses, through the issue of 32,571,660 new
ordinary shares at a price of 2.4 pence per share, representing a
small discount of around 9 per cent. to the Company's share price
prior to announcement. The purpose of the fund raising was to
ensure that the Company was well-positioned to enhance its
attractiveness as an investment partner, better able to take
advantage of opportunities as they arise. This will enable the
Company to make more significant investments than the Company has
been able to make previously whilst diversifying its investment
portfolio. Certain existing Pires Shareholders, including RESOC,
and new investors took part in the fund raising.
The Board of Directors
The Board comprises three directors, all with significant public
company and AIM experience.
Peter Redmond, Chairman
Peter is a corporate financier with over 30 years' experience in
corporate finance and venture capital. He has acted on and assisted
a wide range of companies over many years to obtain listings on the
Unlisted Securities Market, the Main Market of the London Stock
Exchange and AIM, whether by IPO or in many cases via reverse
takeovers, across a wide range of sectors, ranging from technology
through financial services to natural resources and, in recent
years has done so as a director of the companies concerned. He was
a founder director of Cleeve Capital plc (now Satellite Solutions
Worldwide Group plc) and Mithril Capital plc (now Be Heard Group
plc), both listed on AIM, and took a leading role in the
reconstruction and refinancing of AIM-quoted 3Legs Resources plc
(now SalvaRx). Peter was also primarily responsible for the
decision to invest in both SalvaRx and Eco. He is also a director
of Hemogenyx plc (where he was involved in creating the precursor
listed vehicle) and URA Holdings plc.
Nicholas Lee, Non-executive Director
Nicholas has extensive capital markets experience and is
actively involved in AIM. Having read Engineering at St. John's
College, Cambridge, he commenced his career at Coopers &
Lybrand where he qualified as a chartered accountant. He joined
Dresdner Kleinwort, where he worked in the corporate finance
department advising a range of companies across a number of
different sectors. When he left in 2009, he was a Managing Director
and Head of Banking for Dresdner Kleinwort's hedge fund/alternative
asset manager clients. Nicholas is also a director of Riverfort
Global Opportunities PLC which has an interest over 16,149,993
shares in the Company or 24.3 per cent. of its issued share
capital.
John May, Independent Non-executive Director
John is a chartered accountant with extensive expertise in the
smaller quoted sector, both in an advisory capacity and as a senior
director of a number of companies listed on AIM and other markets.
He was a partner in what is now Crowe UK, Chartered Accountants for
17 years. In particular, in September 2017, as Chairman of AIM
listed Hayward Tyler Group Plc, he was instrumental in merging this
company with Avingtrans Plc which was also listed on AIM.
3. REASONS FOR THE BOARD'S RECOMMATION TO VOTE AGAINST THE
REQUISITION
RESOLUTIONS
The performance of the Company to date
The Company previously traded as a leisure business operator and
developer prior to being restructured to become an investing
company. Since then it has made a number of investments. The
current Board has been in place from February 2017 and at around
that time, the Company raised circa GBP675,000 and made an
investment in Eco - it had already invested in the precursor to
SalvaRx.
In order for an investing company to be regarded as an
attractive partner and thereby ultimately generate attractive
returns for its shareholders, it needs to be able to grow its asset
base. As at 31 October 2016, the Company had net assets of around
GBP131,000. Since then, it has been able to increase its net asset
value to around GBP1.2 million - an increase of over 800 per cent.
before the recent further 60 per cent. increase in the price of Eco
shares. Over the same period, the Board has been able to
significantly reduce the cost base of the Company.
During that period, the Company has looked at a number of
investment opportunities, both for the purpose of portfolio
investment or as part of possible reverse takeover transactions -
this strategy is ongoing.
Particularly in a climate where fund raising for smaller
companies is difficult (as it has been for at least the past year)
the Board must be careful when it comes to either investing
significant funds or even committing the whole company to a
particular course of action. Since becoming an investing company,
the Company has progressed a number of prospective reverse takeover
transactions to an advanced stage which were unable to be completed
due to factors beyond the Company's control.
Going forward, the Company will continue to pursue this strategy
as, to date, it has achieved significant results in terms of
building value. Also, given its increasing attractiveness as an
investment partner, the Board is confident that there will be a
much greater range of attractive acquisition opportunities to
review over the short to medium term. Following the most recent
equity placing which has significantly increased the Company's cash
balance, the Company also now has the resources to make selective
investments of a size to have a significant impact on the Company's
valuation.
The RESOC proposal
RESOC is proposing the appointment of the RESOC Nominees and for
the Company to continue to pursue its activities as an investment
company but with a specific focus on near-term appraisal
opportunities in the energy sector as non-operating partners with a
focus on the UK, Norwegian and Dutch North Sea, on-shore Europe and
North Africa. RESOC has also provided limited biographical details
of the RESOC Nominees and explained their experience and
qualifications.
At RESOC's request, the Board met with RESOC and the RESOC
Nominees in order to understand better its specific investment
proposals and to learn about the expertise of the RESOC Nominees.
Very little information, however, was provided at this meeting on
either matter. RESOC and the RESOC Nominees specifically declined
to provide detailed information on their proposals or their funding
without the protection of a non-disclosure agreement. The Board
indicated that it was willing to progress discussions and to enter
into a non-disclosure agreement, and then immediately to arrange a
review of the proposed investment. However, without any further
communication, RESOC submitted the Requisition Notice.
Based on this limited discussion and research carried out by the
Company, the RESOC Nominees appear to have experience in the oil
and gas sector but did not provide any examples of where they had
identified opportunities or created value in the small listed
company environment nor did they appear to have any experience as
directors of UK public companies.
In particular, with regard to the first potential investment
proposed by RESOC, no clarity was provided concerning a number of
material issues. These included the current and future funding
requirement for the investment and whether it may even be
classified as a reverse takeover transaction. Given the sector,
there was no detail provided regarding possible decommissioning
costs, nor was there any indication provided as to the potential
financial returns from the investment nor the source of the
additional funds required to make the investment.
Such material information has still not been provided to the
Board or to Pires Shareholders as part of
RESOC's submission as set out at Appendix 1. It is therefore
unclear as to how shareholders could reasonably be expected to make
an assessment of the RESOC strategy in order to decide on whether
to cede board control of the Company to RESOC.
The RESOC proposal required the Board to provide the RESOC
Nominees with board control in order to pursue RESOC's investment
strategy and to make investments in opportunities for which no
information had been made available in order for the Board to make
any reasonable assessment of their merits. Clearly, this was not
something that the Board could possibly agree to, and to have done
so would have been irresponsible and a failure of duties as
directors of a public company. Furthermore, the Company's existing
and new investors had subscribed for new shares in the recent
placing on the basis of the current Board and its strategy as
opposed to RESOC's proposal.
Conclusion
In conclusion, the Board firmly believes that the appointment of
the RESOC Nominees and the removal of certain current directors and
the adoption of the RESOC strategy would be detrimental to the
interests of Pires Shareholders in general.
The Board believes that RESOC's actions constitute an attempt to
gain control of the Company on the basis of almost no detail being
provided as to their proposed strategy and, as such, should be
rejected. The Company has clearly become increasingly attractive
given the growth in its net assets as a result of the Board's
successful investment strategy. It clearly remains open for RESOC,
if it wishes to control the Company, to make a formal offer for the
Company, which may be regarded as a more appropriate way for a
minority shareholder to gain control of a public company.
4. RECOMMENDATION
For the reasons set out above, the Board considers that the
Requisition Resolutions:
-- to remove Peter Redmond, the Company's Chairman and John May,
the Company's Independent Non-Executive Director; and
-- to replace them with the two RESOC Nominees, being Roderick Murray and Robert Jones;
are, in each case, not in the best interests of the Company or
Pires Shareholders, as a whole.
The Board therefore unanimously recommends that all Pires
Shareholders vote AGAINST the
Requisition Resolutions which are set out as resolutions 1 to 4
in the Form of Proxy.
5. ACTION TO BE TAKEN
You will find, set out at the end of this document, a Notice
convening the General Meeting, to be held at 11.00 a.m. on 4 April
2019 at the offices of Cooley (UK) LLP, Dashwood, 69 Old Broad
Street, London EC2M 1QS at which the Resolutions will be
considered. The full text of the Resolutions is set out in the
attached Notice. Voting at the General Meeting will be by poll and
not on a show of hands and each Pires Shareholder entitled to
attend and who is present in person or by proxy will be entitled to
one vote for each Pires Share held.
You will find enclosed with this document a Form of Proxy for
use at the General Meeting or any adjournment thereof. Whether or
not you intend to be present at the General Meeting, you are
requested to complete and sign the Form of Proxy in accordance with
the instructions printed on it so as to be received by the
Company's registrars, Computershare Investor Services, The
Pavilions, Bridgwater Road, Bristol BS99 6ZZ as soon as possible,
and in any event, no later than 11.00 a.m. on 2 April 2019 (or, in
the case of an adjournment, not later than 48 hours (excluding
non-working days) before the time fixed for the holding of the
adjourned meeting).
If you hold Pires Shares in CREST and you wish to appoint a
proxy or proxies for the General Meeting or any adjournment(s)
thereof by using the CREST electronic proxy appointment service,
you may do so by using the CREST proxy voting service in accordance
with the procedures set out in the CREST manual. CREST personal
members or other CREST sponsored members, and those CREST members
who have appointed a voting service provider, should refer to that
CREST sponsor or voting service provider(s), who will be able to
take the appropriate action on their behalf. Proxies submitted via
CREST (under CREST ID 3RA50) must be sent as soon as possible and,
in any event, so as to be received by the Company's registrars,
Computershare Investor Services, by no later than 11.00 a.m. on 2
April 2019 (or, in the case of an adjournment, not later than 48
hours (excluding non-working days) before the time fixed for the
holding of the adjourned meeting).
Shareholders wishing to complete their paper Form of Proxy in
line with the Board's recommendations should place an "X" in the
boxes under the heading "Against" alongside resolutions 1 to 4.
If you have any questions relating to this document, the General
Meeting and/or the completion and return of the Form of Proxy,
please telephone Computershare Investor Services, on 0370 889 3207.
If you are outside the United Kingdom, please call +44 370 889
3207. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 8.30
a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in
England and Wales). Please note that Computershare Investor
Services cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes.
The completion and return of a Form of Proxy (or the electronic
appointment of a proxy) will not preclude you from attending and
voting in person at the General Meeting or any adjournment thereof,
if you wish to do so and are so entitled.
Yours faithfully,
Peter Redmond
Chairman
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
CIRGGUPAWUPBGMG
(END) Dow Jones Newswires
March 12, 2019 03:02 ET (07:02 GMT)
Grafico Azioni Mindflair (LSE:MFAI)
Storico
Da Feb 2024 a Mar 2024
Grafico Azioni Mindflair (LSE:MFAI)
Storico
Da Mar 2023 a Mar 2024