RE: ORPH & MOGP – Risk & Reward5 Mar 2021 13:08
And Part 2...
leave it free of any debt and for it to become a cash shell. At the same time, the company would effect a fundraise to provide it with the funds required to retain its AIM listing and enable it to seek to acquire an asset or business that has potential for growth and profitability."
The sale constitutes a fundamental change of business and thus requires shareholder approval at a general meeting, which will be held March 2.
Approval for the placing will also be sought at this meeting. The placing will be of 1.57 billion shares at GBP0.001975 per share, raising GBP3.1 million before expenses. Mountfield shares closed at 0.60 pence on Friday and were suspended from trading before the London open on Monday.
Shareholders representing an approximately 55% stake in Mountfield have submitted irrevocable undertakings to vote in favour of the resolutions, the company said.
The sales will mean Mountfield no longer has any trading businesses or activities and will become an AIM Rule 15 cash shell. It will be required to make an acquisition constituting a reverse takeover, or be re-admitted to AIM as an investing company, within six months.
Failing this, its shares would then be suspended from trading. Admission to AIM would then be cancelled six months after suspension if the reason for suspension has not been rectified. Mountfield intends to pursue a reverse takeover transaction, though has not yet identified any potential targets, as this will be the new board's primary responsibility once Collins and Read are gone and new directors replace them.
Following its transition to a cash shell, Mountfield intends to change its name to UK Spac PLC, a special resolution to approve this change will also be proposed as soon as possible after the deal completes. Spac refers to a special-purpose acquisition company, an increasing popular vehicle for new listings, particularly in the US markets.
Mountfield has requested temporary suspension in AIM trading of its shares until the general meeting to approve the decision completes on March 2.
The company also noted it has appointed Peterhouse Capital Ltd as broker with immediate effect.
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