AGM25 Nov 2022 18:10
Just read the AGM notice and here is the CFO comment, progress made in the deal and due to FCA delay expected to be finalized probably in January or in any case early 2023. See full commentary below:
‘Acquisition of Recyclus Group Limited – Report from James Cable, Chief Financial Officer
On 19 October 2022 we announced that the Company had signed binding heads of terms to acquire the remaining issued share capital of Recyclus Group Limited for new shares in the Company. The Company currently holds 48.35% of the issued share capital of Recyclus. The announcement sets out in detail the rationales for the proposed acquisition which have not changed.
Robin Brundle, Executive Chairman, and Alexander Stanbury, Chief Executive Officer, each hold shares in Recyclus and Lester Kemp, Chief Operating Officer holds share options in Recyclus; therefore, the Proposed Transaction is a related party transaction under Disclosure and Transparency Rule 7 ('RTP'). As stated in the announcement of 19 October, the Board established procedures to ensure that the proposed transaction is approved by independent board members.
The directors of the Company, other than Robin Brundle, Alexander Stanbury and Lester Kemp (the "Independent Directors") have approved the Proposed Transaction and have appointed a committee comprising three Independent Directors to oversee the Proposed Transaction.
The proposed acquisition is subject to completion of due diligence, documentation and compliance with all regulatory requirements and approval by the Company’s shareholders in General Meeting.
The Independent Directors hoped to be in a position to ask shareholders to approve the transaction at the Annual General Meeting, but this has not been possible as we await a final ruling from the FCA as to the required contents of a circular to be sent to shareholders to seek their approval for the Transaction.
However, I am pleased to report that the legal due diligence on Recyclus has now been completed and we expect the terms of the proposed share purchase agreement to be agreed shortly.
When the circular to shareholders has been considered and approved by the Independent Directors we intend to publish the circular and convene a general meeting of shareholders to consider the proposed transaction, and if the transaction is approved, to authorise the Board to issue sufficient new shares in the Company to acquire the remaining shares in Recyclus. We hope to hold the general meeting early in 2023‘