Last checked at 12 Sep 2014 13:04
Evocutis Plc
("Evocutis" or the "Company")
Result of General Meeting
Evocutis Plc announces that, at the General Meeting held earlier today, all resolutions were duly passed.
Accordingly, the Capital Reorganisation, resulting in each of the Company's Existing Ordinary Shares being subdivided into one New Ordinary Share of 0.01p and one Deferred Share of 0.99p, will take place at 5pm on 12 September 2014. The remainder of the Proposals, being the Subscription to raise £210,000 before expenses by means of a subscription for 175,000,000 New Ordinary Shares at 0.12p per share and the adoption of a New Investing Policy under AIM Rule 15, become unconditional in all respects upon Admission of the New Ordinary Share Capital to trading on AIM, for which application has been made and is expected to occur at 8am 15 September 2014.
The Subscription Shares, when issued and fully paid, will rank equally in all respects with the New Ordinary Shares.
On and subject to Admission, Gwyn Humphreys, Darren Bamforth and Mike Townend will resign from the Board and David Lenigas and Donald Strang will be appointed to the Board. Following Admission, the New Board will consist of: David Lenigas as Executive Chairman, Donald Strang as an executive director and Tom Bannatyne as a non-executive director. Further information on David Lenigas and Donald Strang is set out below.
All of the defined terms in this announcement have the same meaning as in the circular published by the Company and sent to shareholders on 28 August 2014, a copy of which is available at the Company's website, www.evocutis.com.
Change of Registered Office
The Company has, with immediate effect, changed its registered office address to Suite 3B, 38 Jermyn Street, London, SW1Y 6DN.
Total Voting Rights
For the purposes of the Disclosure and Transparency Rules, the total number of voting rights in the Company with effect from 15 September 2014 will be 349,675,828. This figure may be used by shareholders 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 Company, under the FCA's Disclosure and Transparency Rules.
For further information, please contact:
Evocutis plc |
|
Tom Bannatyne, Chairman | +44 (0)20 7064 0330 |
| www.evocutis.com |
Cairn Financial Advisers LLP |
|
James Caithie/Carolyn Sansom | +44(0) 20 7148 7900 |
| www.cairnfin.com |
The following information is disclosed pursuant to Rule 17 and schedule 2(g) of the AIM Rules for Companies:
David Anthony Lenigas (Executive Chairman), aged 53
Mr. Lenigas has extensive experience operating in global public markets having served in a senior executive capacity on many public company boards. He is currently the Chairman of Rare Earth Minerals Plc, Solo Oil Plc, UK Oil & Gas Investments Plc and on the board of various other AIM companies. He has also served as Executive Chairman of London listed Lonrho plc for six years up to September 2012 and was responsible for Lonrho plc's expansion into over 20 countries in Africa in sectors covering agriculture, infrastructure, hotels, IT and aviation.
Mr. Lenigas has an interest in 67.5 million shares in the Company, which represents 19.3% of the issued share capital.
David Lenigas holds or has held the following directorships and/or partnerships in the last 5 years:
Current |
| Past |
Solo Oil plc (formerly Immersion Technologies International plc) |
| Galleon Resources Limited (formerly AfriAg Limited/ Buchanist Limited) |
Active Resource Realisation Fund |
| Solo Oil (Argentina) Limited |
Rare Earth Minerals Plc (formerly Zest Group Plc) |
| Swissta Holdings Limited |
Rare Earth Resources Limited |
| Templar Minerals Limited |
Solo Oil International Limited |
| River Diamonds UK Limited |
Stellar Resources Plc |
| Vatukoula Gold Mines plc (formerly River Diamonds plc) |
Central African Investments Plc |
| Leni Gas & Oil Plc |
Horse Hill Developments Limited |
| Our Forgotten Children Limited |
AfriAg Plc (formerly 3D Resources Plc) |
| 670 Plc |
REM Mexico Limited |
| Lonrho Limited (Formerly Lonrho Plc) |
Inspirit Energy Holdings Plc |
| Lonrho Africa (Holdings) Limited |
Leni Trinidad Ltd |
| Strenner Holdings Limited |
Compania Petrolifera de Sedano S.L. |
| Lonrho Springs Limited |
UK Oil & Gas Investments plc |
| Lonrho Air (BVI) Limited |
|
| Lonrho Ports Limited |
|
| Lucapa Diamond Company Ltd (formerly Lonrho Mining Limited) |
|
| Lonzim Management Limited |
| Zimbabwean Investments Ltd | |
|
| Oceanfresh Seafoods (UK) Limited |
| Lonrho Resources Ltd | |
| Lonrho Finance Ltd | |
| Lontel Ltd | |
|
| Lonrho Water Limited |
|
| Five Forty Aviation Limited |
|
| Blueberry International Services Limited |
|
| Wardlaw (1989) Limited |
|
| Le Har (Pvt) Limited |
|
| Rex Mining (Pvt) Limited |
|
| Peak Mines (Pvt) Limited |
|
| Gardoserve (Pvt) Limited |
|
| Celsys Limited |
|
| LonZim plc |
|
| Lonrho Aviation (BVI) Limited |
|
| Lonrho Air (2) (BVI) Limited |
|
| Five Forty Africa (BVI) Limited |
|
| Lonrho Air Africa (BVI) Limited |
|
| Fresh Direct Limited |
|
| ForgetMeNot Africa Limited |
|
| Lonrho Oil (Malawi) Limited |
|
| Lonrho Infrastructure (BVI) Limited |
|
| Complete Enterprise Solutions Limited |
|
| Vatukoula Gold Pty Ltd (formerly Westech Gold Pty Ltd) |
|
| Vatukoula Finance Pty Ltd (formerly Westech Finance Pty Ltd) |
|
| Lonrho Hotels Congo (BVI) Limited |
|
| Vatukoula Gold Mines Ltd |
|
| Jubilee Mining Ltd |
|
| Koula Mining Ltd |
|
| Indit Technology Distribution (Pty) Limited |
|
| Complete Enterprise Solutions (Pty) Limited |
|
| Lonzim Agribusiness (BVI) Limited |
|
| Lonzim Agribusiness (BVI) Limited |
|
| Quickvest 525 (Pty) Limited |
|
| Lonzim Air (BVI) Limited |
|
| Aldeamento Turistico de Macuti, SARL |
|
| Byron Energy Pty Ltd |
|
| Lonrho Hotels Management Services (BVI) Limited |
|
| Vatukoula Australia Pty Ltd (formerly Westech Australia Pty Ltd) |
|
| Lonrho Air Three (BVI) Limited |
|
| Southern African Management Services |
|
| Paynet Limited |
|
| African Solutions Limited |
|
| Lonrho Agriculture Angola Limited |
|
| Rollex (Pvt) Limited |
|
| Rollex (Pty) Limited |
|
| e-Kwikbuild SA (Pty) Limited |
|
| Lonrho Management Services Limited |
|
| Medalspot (Pvt) Limited |
|
| Blueberry Print (Zambia) Limited |
|
| Morningdale Properties (Pvt) Limited |
|
| Lanuarna Enterprises (Pvt) Limited |
|
| LonZim Hotels Limited |
|
| Celsys Zambia Limited |
|
| WS Foods (Pty) Ltd |
|
| Linus Business Options P/L |
|
| Firstfood Enterprises P/L |
|
| Chenyakwaremba Farm P/L |
|
| Leopard Rock Hotel Company (Pvt) Ltd |
|
| Lyons Africa Holdings Limited |
|
| Millchem Holdings Limited (formerly Lonzim Properties Limited) |
|
| Lonzim Holdings Limited |
|
| Micobe Property Development Limited |
|
| Lonrho Zimbabwe Management Services (Pvt) Limited |
|
| Lonrho Africa Management Services (Zimbabwe) Ltd |
|
| Lonrho Africa Motor Sales Limited |
|
| Lonrho Properties Zimbabwe (Pvt) Ltd |
|
| Lonrho Auto Distributors Limited |
|
| Sindu Properties (Private) Limited |
|
| One Hundred & Seventeen Baines Avenue (Private) Ltd |
|
| Textile Investment Company Limited |
|
| Sol Aviation Company Limited |
|
| Lonrho Jersey Limited |
|
| Norse Air Limited |
|
| South African Independent Liners Services (Pty) Limited |
|
| Lonrho Africa Holdings BV |
|
| Lonrho Springs BV |
|
| Lonrho Air BV |
|
| Lonrho Ports BV |
|
| Lonrho Africa Hotels BV |
|
| Lonrho Hotels BV |
|
| Lonrho Hotels Mozambique BV |
| Lonrho Africa Agribusiness BV | |
| Lonrho Africa Distributors BV | |
| Lonrho Africa Food Processing BV | |
| Lonrho Africa Motors BV | |
| Lonrho Distributors BV | |
| Lonrho Motors BV | |
| Lonrho Springs BV | |
| Reef Resources Ltd | |
|
| Lonrho Agribusiness Limited |
|
| Laytons Offshore Limited |
|
| Lonrho Equipment Limited |
|
| Mozambique Machines Limited |
|
| Crop Harvest Limited |
|
| Oceanfresh Seafoods (Pty) Limited |
|
| Cultivate Harvest Limited |
|
| LAH Jersey Limited |
| RET Services Limited | |
| Rare Earth Resources Limited | |
|
| Protea Seafoods |
|
| Zest Songs Limited |
|
| Reggae Tunes Limited |
|
| Zest Music Limited |
|
| Zest Entertainments Limited |
|
| Hotel Accommodation Limited |
|
| Afex Holdings Limited. |
|
| Lonrho Water Limited |
|
| Africa Expeditions Limited |
|
| Africa Expeditions TZ Limited |
|
| Africa Expeditions Uganda Limited |
|
| Best In Tents Limited |
|
| Global Horizons Limited |
|
| Lonrho Hotels Limited |
|
| LAH Mozambique Hotels Limited |
|
| DRC Hotels Limited |
|
| Lonrho Ports & Infrastructure Limited |
|
| Lonrho Infrastructure Limited |
|
| Lonrho Ports Limited |
|
| LAH Jersey 2 Limited |
|
| Fish On Line (Pty) Limited |
|
| Lonrho Support Services Limited (formerly Lonrho Holdings Limited) |
|
| Lonrho Integrated Support Services Limited |
|
| Lonrho Hotels (Holdings) Limited |
|
| Lonrho Budget Hotels Limited |
|
| Lonrho IT Limited |
|
| LAH Jersey 3 Limited |
|
| Lonrho Transport Limited |
|
| Lonrho Logistics (Pty) Limited |
|
| Luba Freeport Limited |
|
| Lonrho South Africa (Pty) Limited |
|
| Lonrho Management South Africa (Pty) Limited |
|
| Lonrho Projects South Africa (Pty) Limited |
|
| Lonrho Projects Consulting (Pty) Limited |
|
| Lonrho Projects Agri (Pty) Limited |
|
| Lonrho Energy (Pty) Limited |
|
| Lonrho Securitec (Pty) Limited |
|
| Lonrho Amathonga Hotels (Pty) Limited |
|
| Swissta Mozambique Lda |
|
| Sociedade Comercial Bytes & Pieces Limitada |
|
| FastJet Plc |
|
| Cambria Africa plc |
|
| Tanzania Machines Limited |
|
| Tanzania Harvest Limited |
|
| Lonrho Ports Ghana Limited |
|
| Lonrho Ghana Ports Limited |
|
| LonAgro (SS) Limited |
|
| Benson Global Trading Limited |
|
| Lon Agro Tanzania Limited |
|
| Yuagong (Pty) Limited |
|
| Lonrho Hotels Nigeria Limited |
|
| Lonrho Hotels DRC Limited |
|
| Lonrho Hotels SA Limited |
|
| Lonrho Hotels Ghana Limited |
|
| Lonrho Hotels Kenya Limited |
|
| Lanitrim (Pty) Limited |
|
| Caropix (Pty) Limited |
|
| Lonrho Investments Limited (formerly Lonrho African (investments) Ltd) |
|
| Lonrho Fresh Ltd |
|
| Lonrho Food Supply Chain Management Ltd |
|
| Lonrho Infra One UK Ltd |
|
| Lonrho Market Expansion Services Ltd |
|
| Polemos Plc |
David Lenigas was a director of SA Independent Liner Services Pty Ltd ("SAILS") when it was placed into liquidation on 15 October 2008. SAILS was a subsidiary within the Lonrho Plc group of companies ("Lonrho Group"). A unanimous board resolution placed SAILS into Liquidation, the Lonrho Group being the major creditor, with the liquidated business being shown as a discontinued activity in the historic financial statements of the Lonrho Group.
David Lenigas was a director of Norse Air Limited ("Norse") which was placed into liquidation on 20 December 2010. At the point of liquidation Norse was a wholly-owned subsidiary within the Lonrho Group and was placed into liquidation by a unanimous board resolution of Norse, with this business being shown as a discontinued activity in the historic financial statements of Lonrho Group.
There is no further information on David Lenigas which is required to be disclosed under Schedule Two, paragraph (g) of the AIM Rules for Companies.
Donald Ian George Layman Strang (Executive Director), aged 46
Mr. Strang is a member of the Australian Institute of Chartered Accountants and has been in business over 20 years, holding senior financial and management positions in both publicly listed and private enterprises in Australia, Europe and Africa. Mr. Strang has considerable corporate and international expertise and over the past decade has focused on mining and exploration activities in the oil and gas and natural resources sectors. He is currently a director of a number of AIM listed companies including Rare Earth Minerals Plc, Polemos Plc, UK Oil & Gas Investments Plc and Doriemus Plc.
Mr. Strang has an interest in 10 million shares in the Company, representing 2.86% of the issued share capital.
Donald Strang holds or has held the following directorships and/or partnerships in the last 5 years:
Current |
| Past |
Stellar Resources Plc |
| Leni Gas & Oil plc |
Polemos Plc |
| Compania de Sedano Ltd |
AfriAg Plc (formerly 3D Resources Plc) |
| Leni Trinidad Ltd |
Doreimus plc |
| Lonhro plc |
Rare Earth Minerals plc |
| CSS Stellar plc |
Octagonal plc |
|
|
UK Oil & Gas Investments plc |
|
|
There is no further information on Donald Strang which is required to be disclosed under Schedule Two, paragraph (g) of the AIM Rules for Companies.