3 May 2018 07:00
Lb-shell plc (formerly Intelligent Energy Holdings plc)
(LSE: LBP)
3 May 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
LB-shell plc (formerly named Intelligent Energy Holdings plc) (the "Company")
Update on Continuation Option and Directorate Changes
On 29 March 2018, as part of the Company's period end results announcement, the Directors noted that a viable continuation option had been identified for the Company, which could potentially provide more value for shareholders than the previously identified course of action of a wind down, orderly or otherwise, of the Company (which would be expected to provide no return for shareholders).
The Company has now decided that it is in the best interests of shareholders to look to implement this continuation option. The continuation option is expected to involve the Company , under the leadership of a new board of directors (who are being advised by Peterhouse Corporate Finance Limited ("Peterhouse")) and subject to the requisite shareholder approvals, acquiring or investing in a business which is at this point unidentified, using the proceeds of an initial £300,000 in convertible loan funds and potential future additional funding.
Following discussions with that new leadership team and Peterhouse:
· the current Board of Directors, comprising Paul Heiden (Chairman), Martin Bloom, Caroline Brown, Zarir Cama, Flavio Guidotti, John Maguire and Mike Muller, are standing down as Directors with immediate effect; and
· a new board has been appointed to pursue the continuation option, comprising Melissa Sturgess (Executive Chairman), Charles Morgan (Non-executive Director) and Michael Langoulant (Non-executive Director) (the "New Board").
The New Board will be subject to reappointment at the next AGM. John Maguire is also replaced by Michael Langoulant as Company Secretary.
As noted in previous announcements, the sale of the Company's business and assets to Meditor Energy Limited (MEL), which completed on 25 October 2017, envisaged that the Company would proceed to an orderly wind down or dissolution following that sale. With the approval of the New Board and MEL, the post completion aspects of the sale agreement entered into on 25 October 2017 have been amended to enable the continuation option to proceed, with any limited residual cash remaining in the Company ahead of the commencement of any refinancing being paid to MEL, to reflect the original commercial terms of that earlier sale agreement. MEL has also committed to voting in favour of certain of the shareholder approvals necessary for the continuation option to proceed.
The person responsible for the release of this announcement on behalf of the Company is John Maguire.
Enquiries:
Melissa Sturgess
3 May 2018
For enquiries telephone: 07787 942777
Forward-looking statements
Certain statements made in this announcement are, or may be, forward-looking statements. These represent expectations for the Company's business, and involve risks and uncertainties. The Company has based these forward-looking statements on current expectations and projections about future events. However, because they involve known and unknown risks, uncertainties and other factors, which in some cases are beyond the Company's control, actual results or performance may differ materially from those expressed or implied by such statements. No reliance should be placed on such forward-looking statements. Without limitation to the foregoing, nothing in this announcement is intended to constitute (or should be construed as) a profit forecast.
Peterhouse, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for the Company and no-one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peterhouse nor for providing advice in relation to any of the matters referred to in this announcement.