TIDMAAA
RNS Number : 1071C
All Active Asset Capital Limited
05 February 2020
THIS ANNOUNCEMENT (INCLUDING ANY APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, RUSSIA, CANADA, AUSTRALIA, REPUBLIC
OF IRELAND, REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014
("MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
5 February 2020
All Active Asset Capital Limited
("AAAC" or "the Company")
Proposed conditional placing to raise GBP200,000
and
Notice of Extraordinary General Meeting
The Board of AAAC is pleased to announce that the Company has
conditionally raised a total of GBP200,000 (before expenses) via a
proposed placing ("Placing") of a total of 200,000,000 new ordinary
shares of no par value ("Ordinary Shares") at an issue price of 0.1
pence (the "Placing Price") per new Ordinary Share ("Placing
Shares"), to be undertaken in two tranches. The Placing has been
arranged by Peterhouse Capital, the Company's joint broker.
Approximately GBP74,785 has been raised using the authority
granted to the Board at the general meeting held on 10 October 2019
to allot and issue up to 74,785,322 Ordinary Shares on a
non-pre-emptive basis, through the proposed issue of 74,785,322 new
Ordinary Shares (the "First Placing Shares") at the Placing Price
(the "First Placing"). A further approximately GBP125,215 has been
raised through the proposed issue of 125,214,678 new Ordinary
Shares (the "Second Placing Shares") at the Placing Price (the
"Second Placing"), which is conditional, inter alia, on the
approval by the Company's Shareholders of the necessary resolutions
at an Extraordinary General Meeting of the Company ("Extraordinary
General Meeting") to grant the directors a general authority to
allot relevant securities and a waiver of the pre-emption rights of
Shareholders in order to issue the Second Placing Shares.
It is intended that the net proceeds of the Placing will be used
to make the Company's first investment following the change made to
its investing policy in 2019 and to provide additional working
capital. On 10 October 2019, the Company widened the geographic
focus of its investing policy so that it includes investing in the
European Region.
The Placing has been undertaken with both existing shareholders
and new investors. The Placing has been arranged by Peterhouse
Capital Limited, the Company's joint broker.
When issued and fully paid, the First Placing Shares and the
Second Placing Shares will rank pari passu with the Company's
existing Ordinary Shares.
The Company expects to publish shortly a circular to
Shareholders which will contain notice of the Extraordinary General
Meeting which is to be held at the offices of Peterhouse Capital
Limited, 80 Cheapside, London, EC2V 6EE at 10.00 a.m. (UK time) on
24 February 2020.
Application will be made for the 74,785,322 First Placing Shares
to be issued pursuant to the First Placing to be admitted to
trading on AIM ("First Admission") and the date on which First
Admission is expected to become effective is on or around 11
February 2020.
Upon First Admission, the Company's issued ordinary share
capital will consist of 318,861,394 Ordinary Shares with one voting
right each. The Company does not hold any Ordinary Shares in
treasury. Therefore, the total number of Ordinary Shares and voting
rights in the Company will be 318,861,394. With effect from First
Admission, this figure may be used by Shareholders in the Company
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 share capital of the Company.
Application will also be made to the London Stock Exchange for
the 125,214,678 Second Placing Shares to be issued pursuant to the
Second Placing to be admitted to trading on AIM ("Second
Admission") and, conditional, inter alia, on the approval of
Shareholders at the Extraordinary General Meeting, the date on
which Second Admission is expected to become effective is on or
around 25 February 2020.
Upon Second Admission, the Company's issued ordinary share
capital will consist of 444,076,072 Ordinary Shares with one voting
right each. The Company does not hold any Ordinary Shares in
treasury. Therefore, the total number of Ordinary Shares and voting
rights in the Company will be 444,076,072. With effect from Second
Admission, this figure may be used by Shareholders in the Company
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 share capital of the Company.
The above summary should be read in conjunction with the full
text of this announcement and the circular, extracts from which are
set out below. All capitalised terms used throughout this
announcement shall have the meanings given to such terms in the
Definitions section of this announcement and as defined in the
circular.
Extracts from the Circular
(References to pages or paragraphs below refer to the relevant
pages or paragraphs of the circular. References to 'this document'
refer to the circular.)
Introduction
As announced on 5 February 2020, the Company has conditionally
raised a total of GBP200,000 (before expenses) via the Placing at
the Placing Price, which is to be undertaken in two tranches. The
Placing has been arranged by Peterhouse Capital, the Company's
joint broker.
Approximately GBP74,785 has been raised using the authority
granted to the Board at the general meeting held on 10 October 2019
to allot and issue up to 74,785,322 Ordinary Shares on a
non-pre-emptive basis, through the proposed issue of the First
Placing Shares at the Placing Price. A further approximately
GBP125,215 has been raised through the proposed issue of the Second
Placing Shares at the Placing Price, which is conditional, inter
alia, on the approval by the Company's Shareholders of the
Resolutions at the Extraordinary General Meeting to grant the
directors a general authority to allot relevant securities and a
waiver of the pre-emption rights of Shareholders in order to issue
the Second Placing Shares.
The Placing has been undertaken with both existing shareholders
and new investors. When issued and fully paid, the First Placing
Shares and the Second Placing Shares will rank pari passu with the
Company's existing Ordinary Shares.
The purpose of this document is to explain the reasons for the
Proposals, why the Board considers the Placing to be in the best
interests of the Company and its Shareholders and why the Directors
unanimously recommend that you vote in favour of the Resolutions to
be proposed at the Extraordinary General Meeting, as they intend to
do in respect of their beneficial interests amounting, in
aggregate, to 14,914,575 Ordinary Shares representing 6.11 per
cent. of the existing issued ordinary share capital of the Company
at the date of this document.
Admission and Total Voting Rights
Application will be made for the 74,785,322 Ordinary Shares to
be issued pursuant to the First Placing to be admitted to trading
on AIM and the date on which First Admission is expected to become
effective is on or around 11 February 2020.
Upon First Admission, the Company's issued ordinary share
capital will consist of 318,861,394 Ordinary Shares with one voting
right each. The Company does not hold any Ordinary Shares in
treasury. Therefore, the total number of Ordinary Shares and voting
rights in the Company will be 318,861,394. With effect from First
Admission, this figure may be used by Shareholders in the Company
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 share capital of the Company.
Application will also be made to the London Stock Exchange for
the 125,214,678 Ordinary Shares to be issued pursuant to the Second
Placing to be admitted to trading on AIM and, conditional, inter
alia, on the approval of Shareholders at the Extraordinary General
Meeting, the date on which Second Admission is expected to become
effective is on or around 25 February 2020.
Upon Second Admission, the Company's issued ordinary share
capital will consist of 444,076,072 Ordinary Shares with one voting
right each. The Company does not hold any Ordinary Shares in
treasury. Therefore, the total number of Ordinary Shares and voting
rights in the Company will be 444,076,072. With effect from Second
Admission, this figure may be used by Shareholders in the Company
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 share capital of the Company.
Use of Proceeds of the Placing
It is intended that the net proceeds of the Placing will be used
to make the Company's first investment following the change made to
its investing policy in 2019 and to provide additional working
capital. On 10 October 2019, the Company widened the geographic
focus of its investing policy so that it includes investing in the
European region.
Extraordinary General Meeting
A notice convening the Extraordinary General Meeting to be held
at the offices of Peterhouse Capital Limited, 80 Cheapside, London,
EC2V 6EE at 10.00 a.m. (UK time) on 24 February 2020 is set out at
the end of this document.
At the Extraordinary General Meeting, the following Resolutions
will be proposed:
Resolutions relating to the authority to allot relevant
securities and waiver of pre-emption rights (Resolution 1 and
Resolution 2)
The Directors appreciate that it would be ideal when a company
issues a material number of new shares for cash for that issue to
be fully pre-emptive (i.e. to incorporate an offer to all
Shareholders). However, the Directors believe that it would not be
in Shareholders' best interests to incur the significant additional
expense that would be required for such an offer to Shareholders to
be implemented. The Directors have therefore concluded that seeking
general authority from Shareholders to issue Ordinary Shares other
than on a pre-emptive basis is the most flexible, simple and cost
effective method available to the Company.
Resolution 1 will be proposed to enable the Directors to allot
relevant securities (including Ordinary Shares). The maximum
nominal amount of securities which the Directors will have
authority to allot pursuant to this Resolution will equate to 100
per cent. of the aggregate nominal value of the enlarged issued
share capital following Second Admission.
Resolution 2 will authorise the Directors to allot equity
securities for cash and to disapply statutory pre-emption rights on
the allotment of a limited number of equity securities (including
Ordinary Shares). This authority will permit the directors to allot
the Second Placing Shares and a further up to 444,076,072 new
Ordinary Shares, being 100 per cent. of the issued Ordinary Shares
following the Second Admission, without first offering the
securities to existing shareholders.
The Directors consider that it is prudent to seek the above
level of authority to allot equity securities, in order to maintain
the flexibility that this provides to raise further funds for
prospective future investment opportunities.
The authority sought under Resolution 1 and Resolution 2 will
expire at the next annual general meeting of the Company.
Action to be taken
Shareholders
Shareholders will find enclosed with this document a Form of
Proxy for use by Shareholders at the Extraordinary General Meeting.
Whether or not a Shareholder intends to attend the Extraordinary
General Meeting, he is requested to complete and return the Form of
Proxy in accordance with the instructions printed thereon. To be
valid, Forms of Proxy, together with any power of attorney or other
authority under which the forms are executed, must be deposited at
the office of the Company's registrar, Computershare Investor
Services (BVI) Limited, c/o The Pavilions, Bridgwater Road, Bristol
BS99 6ZY, United Kingdom not later than 10.00 (UK time) on 20
February 2020 (or 48 hours before any adjourned Extraordinary
General Meeting). Completion of the Form of Proxy will not prevent
a Shareholder from attending and voting at the Extraordinary
General Meeting if he chooses to do so.
Depositary Interest Holders
Depositary Interest Holders will find enclosed with this
document a Form of Instruction. Depositary Interest Holders are
requested to complete and return the Form of Instruction in
accordance with the instructions printed thereon. To be valid,
Forms of Instruction, together with any power of attorney or other
authority under which the forms are executed, must be deposited
with Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS99 6ZY, United Kingdom not later than 10.00 (UK
time) on 19 February 2020 (or 72 hours before any adjourned
Extraordinary General Meeting). By returning the Form of
Instruction, the Depositary Interest Holder is directing the
custodian Computershare Company Nominees Limited to vote on the
Ordinary Shares underlying the Depositary Interests in accordance
with their instructions.
Recommendation
The Directors consider the Resolutions to be proposed at the
Extraordinary General Meeting to be in the best interests of the
Company and of the Shareholders as a whole. Consequently, the
Directors unanimously recommend that Shareholders and Depositary
Interest Holders vote in favour of the Resolutions to be proposed
at the Extraordinary General Meeting as they intend to do
themselves in respect of their beneficial interests amounting, in
aggregate, to 14,914,575 Ordinary Shares, representing
approximately 6.11 per cent. of the existing issued share capital
of the Company at the date of this document.
STATISTICS
Placing Price 0.1 pence
Number of Ordinary Shares in issue on the
date of this document 244,076,072
----------------
Number of First Placing Shares 74,785,322
----------------
Number of Ordinary Shares in issue at First
Admission 318,861,394
----------------
Number of Second Placing Shares 125,214,678
----------------
Number of Ordinary Shares in issue at Second
Admission 444,076,072
----------------
Total number of Placing Shares expressed as 45.04 per cent.
a percentage of the enlarged issued share
capital of the Company at Second Admission
----------------
EXPECTED TIMETABLE
Publication of this document 5 February 2020
First Admission 11 February 2020
Expected date for CREST accounts to 11 February 2020
be credited in respect of the First
Placing Shares
Despatch of definitive share certificates 17 February 2020
(where applicable) in respect of the
First Placing Shares on or around
Second Admission 25 February 2020
Expected date for CREST accounts to 25 February 2020
be credited in respect of the Second
Placing Shares
Despatch of definitive share certificates 2 March 2020
(where applicable) in respect of the
Second Placing Shares on or around
Latest time and date for receipt of 10.00 a.m. on 20 February
Forms of Proxy 2020
Latest time and date for receipt of 10.00 a.m. on 19 February
Forms of Instruction 2020
Extraordinary General Meeting 10.00 a.m. (UK time) on
24 February 2020
Notes:
1. All of the above timings refer to London time.
2. The events, times and dates above assume the passing of the
Resolutions at the Extraordinary General Meeting and completion of
the First Placing and the Second Placing.
3. Some of the times and dates above are an indication only and
if any of the details contained in the timetable above should
change, the revised times and dates will be notified to
Shareholders by means of an announcement through a Regulatory
Information Service (as defined in the AIM Rules for
Companies).
DEFINITIONS
The following definitions apply throughout this document, unless
the context requires otherwise:
"AIM" the market of that name operated by
the London Stock Exchange
"AIM Rules" the AIM Rules for Companies, published
by the London Stock Exchange from time
to time, including the AIM Note for
Investing Companies
"Allenby Capital" Allenby Capital Limited, the Company's
AIM nominated adviser and joint broker
"Articles of Association" the articles of association of the
Company
"Board" or "Directors" the board of directors of the Company
as at the date of this document whose
names are set out on page 6 of this
document
"Company" All Active Asset Capital Limited
"Depositary Interests" depositary interests issued by the
depositary Computershare Investor Services
PLC, each representing one Ordinary
Share
"Depositary Interest Holders" holders of Depositary Interests
"Extraordinary General the extraordinary general meeting of
Meeting" the Company convened for 10.00 a.m.
(UK time) on 24 February 2020 (or any
adjournment or postponement thereof)
"FCA" the Financial Conduct Authority
"First Admission" the admission of the First Placing
Shares to trading on AIM becoming effective
in accordance with the AIM Rules
"First Placing" The placing to raise approximately
GBP74,785 through the issue of the
First Placing Shares at the Placing
Price using the authority granted to
the Board at the general meeting held
on 10 October 2019 to allot and issue
up to 74,785,322 Ordinary Shares on
a non-pre-emptive basis
"First Placing Shares" the 74,785,322 new Ordinary Shares,
which have been placed with investors
pursuant to the First Placing
"Form of Instruction" the voting instruction form for use
by Depositary Interest Holders in relation
to voting at the Extraordinary General
Meeting
"Form of Proxy" the form of proxy for use by Shareholders
in connection with the Extraordinary
General Meeting
"FSMA" the Financial Services and Markets
Act 2000 (as amended)
"Investing Policy" the investing policy of the Company
"London Stock Exchange" the London Stock Exchange plc
"Notice of Extraordinary the notice of Extraordinary General
General Meeting" Meeting, set out at the end of this
document
"Official List" the official list of the UK Listing
Authority
"Ordinary Shares" ordinary shares of no par value each
in the capital of the Company
"Peterhouse Capital" Peterhouse Capital Limited, the Company's
joint broker
"Placing" the First Placing and the Second Placing
"Placing Price" 0.1 pence per Placing Share
"Placing Shares" the First Placing Shares and the Second
Placing Shares
"Proposals" means: (i) the granting of a general
authority to allot relevant securities
and waiver of pre-emption rights of
Shareholders (via Resolutions 1 and
2)
"Resolution 1" the ordinary resolution to be proposed
at the Extraordinary General Meeting
to authorise the directors, in accordance
with and pursuant to Article 3 of the
articles of association of the Company,
generally and unconditionally to allot
shares in the Company or grant rights
to subscribe for or to convert any
security into shares in the Company
over up to 444,076,072 Ordinary Shares
following completion of the Placing,
as described in the Notice of Extraordinary
General Meeting
"Resolution 2" the special resolution to be proposed
at the Extraordinary General Meeting
to authorise the directors, in accordance
with and pursuant to Article 4.5(d)
of the articles of association of the
Company, generally and unconditionally
to allot shares in the Company or grant
rights to subscribe for or to convert
any security into shares in the Company
over up to 444,076,072 Ordinary Shares
for cash following completion of the
Placing, as described in the Notice
of Extraordinary General Meeting
"Resolutions" Resolution 1 and Resolution 2, as defined
above
"Second Admission" the admission of the Second Placing
Shares to trading on AIM becoming effective
in accordance with the AIM Rules
"Second Placing" the placing to raise approximately
GBP125,215 through the issue of the
Second Placing Shares at the Placing
Price, conditional, inter alia, on
the approval of the Resolutions by
the Company's Shareholders at the Extraordinary
General Meeting
"Second Placing Shares" the 125,214,678 new Ordinary Shares,
which have been conditionally placed
with other investors pursuant to the
Second Placing
"Shareholders" holders of Ordinary Shares
------------------------------ -------------------------------------------------
For further information:
All Active Asset Capital Limited
Robert Berkeley, Executive Chairman and
Finance Director
James Normand, Executive Director
Tel: +44 (0) 7779 799431
www.aaacap.com
Allenby Capital Limited (Nominated Adviser
and Joint Broker)
Nick Athanas / Alex Brearley
Tel: +44 (0) 20 3328 5656
www.allenbycapital.com
Peterhouse Capital Limited (Joint Broker)
Lucy Williams / Duncan Vasey / Eran Zucker
Tel: +44 (0) 20 7469 0930
www.peterhousecap.com
About AAAC
AAAC is an investment company that has been established as a
platform for investors looking to access growing markets in the
Asia-Pacific and European regions. The Company invests in a
portfolio of companies with at least a majority of operations (or
early-stage companies that intend to have at least a majority of
their operations) in the Asia-Pacific or European regions in
industries with high growth potential including, but not limited
to: agriculture, forestry and plantations, mining, natural
resources, property, and/or technology. AAAC is publicly quoted and
its shares are traded on the AIM Market, which is operated by the
London Stock Exchange.
--ENDS--
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END
IOEDZGGZKKVGGZM
(END) Dow Jones Newswires
February 05, 2020 10:49 ET (15:49 GMT)
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