13 Jul 2015 08:00
8.00am 13 July 2015 | |
Kuala Limited ("the Company")
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NOTICE OF SHAREHOLDER GENERAL MEETING PROPOSED CHANGE OF INVESTING POLICY | |
Kuala Limited, the AIM-traded, investment company announces it has today sent a Circular to Shareholders to convene a General Meeting (the "GM") of the Company to seek Shareholders approval for adoption of a new investing policy in accordance with AIM Rule 8. In connection with the proposed change of investing policy, the Company is also proposing to change its name to Kuala Innovations Limited. The GM will be held at the offices of Elysium Fund Management Limited, 1st Floor, Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey, GY1 3JX at 11.00am on 28 July 2015. The Circular is attached to this announcement and is also available on the Company's website at (www.kualalimited.com).
The Company's proposed investing policy is as follows:
"The Board proposes to invest in and/or acquire companies which have significant intellectual property rights which they are seeking to exploit, principally within the technology sector (including digital and content focused businesses) and the life sciences sectors (including biotech and pharmaceuticals). Initially the geographical focus will be North America and Europe but investments may also be considered in other regions to the extent that the Board considers that valuable opportunities exist and positive returns can be achieved.
In selecting investment opportunities, the Board will focus on businesses, assets and/or projects that are available at attractive valuations and hold opportunities to unlock embedded value. Where appropriate, the Board may seek to invest in businesses where it may influence the business at a board level, add its expertise to the management of the business, and utilise its industry relationships and access to finance; as such investments are likely to be actively managed.
The Company's interests in a proposed investment and/or acquisition may range from a minority position to full ownership and may comprise one investment or multiple investments. The proposed investments may be in either quoted or unquoted companies; are likely to be made by direct acquisitions or investments; and may be in companies, partnerships, earn-in joint ventures, debt or other loan structures, joint ventures or direct or indirect interests in assets or businesses. The Board may focus on investments where intrinsic value can be achieved from the restructuring of investments or merger of complementary businesses.
The Board expects that investments will typically be held for the medium to long term, although short term disposal of assets cannot be ruled out if there is an opportunity to generate an attractive return for Shareholders. The Board will place no minimum or maximum limit on the length of time that any investment may be held.
There is no limit on the number of projects into which the Company may invest, and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover under the AIM Rules. The Directors intend to mitigate risk by appropriate due diligence and transaction analysis. Any transaction constituting a reverse takeover under the AIM Rules will also require Shareholder approval. The Board considers that as investments are made, and new promising investment opportunities arise, further funding of the Company may also be required.
Where the Company builds a portfolio of related assets it is possible that there may be cross holdings between such assets. The Company does not currently intend to fund any investments with debt or other borrowings but may do so if appropriate. Investments are expected to be mainly in the form of equity, with debt potentially being raised later to fund the development of such assets. Investments in later stage assets are more likely to include an element of debt to equity gearing. The Board may also offer new Ordinary Shares by way of consideration as well as or in lieu of cash, thereby helping to preserve the Company's cash for working capital and as a reserve against unforeseen contingencies including, for example, delays in collecting accounts receivable, unexpected changes in the economic environment and operational problems.
The Board will conduct initial due diligence appraisals of potential businesses or projects and, where it believes that further investigation is warranted, it intends to appoint appropriately qualified persons to assist. The Board believes it has a broad range of contacts through which it is likely to identify various opportunities which may prove suitable. The Board believes its expertise will enable it to determine quickly which opportunities could be viable and so progress quickly to formal due diligence. The Company will not have a separate investment manager. The Board proposes to carry out a comprehensive and thorough project review process in which all material aspects of a potential project or business will be subject to rigorous due diligence, as appropriate. Due to the nature of the sector in which the Company is focused it is unlikely that cash returns will be made in the short to medium term; rather the Company expects a focus on capital returns over the medium to long term."
As announced on 6 November 2014, the Company has until 13 November 2015 to have made an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 or otherwise have implemented its investing policy. If it has not done so by this date trading in the Company's Ordinary Shares on AIM will be suspended pending implementation. If the Company remained suspended for a further six months from that date then trading in the Company's Ordinary Shares on AIM would be cancelled. http://www.rns-pdf.londonstockexchange.com/rns/8061S_-2015-7-11.pdf
For further information please visit www.kualalimited.com or contact:
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James Biddle (Nomad) Beaumont Cornish LimitedTel: +44 207 628 3396
Peterhouse Corporate Finance Limited Guy Miller/ Lucy Williams Tel: +44 (0) 207 469 0930 | Elysium Fund Management Limited PO Box 650 1st Floor Royal Chambers St Peter Port Guernsey GY1 3JX
Tel: +44 1481 810 100 Fax: +44 1481 810 120 e-mail: elysium@elysiumfundman.com |