10 Dec 2018 07:00
LB-Shell plc
("LB-Shell" or the "Company")
Update
The Board of LB-Shell announces that it intends to delist the company from the standard segment of the Official List of the London Stock Exchange and commence a voluntary winding up of the Company.
Background to Winding Up
On 3 May 2018, Melissa Sturgess, Charles Morgan and Michael Langoulant were appointed to the board of the Company (the "Board") to attempt to recapitalise the company, rather than wind it up, in order to try to provide value for shareholders. There were no available shareholder funds at the time of these board appointments. The Company has been financed from this date through the issuance of convertible loan notes.
On 24 July 2018, the Company announced that it received a Letter of Claim (the "Letter") from lawyers representing certain shareholders of the Company, in relation to activities of the Company in the period before the appointment of the current Board. Specifically, the matters referred to in the Letter related to the conduct of the IPO of Intelligent Energy Holdings ("IEH plc"), the former name of LB-Shell plc, in July 2014 and the subsequent sale of substantially all of the business and assets of IEH plc to Meditor Energy Limited in October 2017.
The Letter did not directly threaten the Company with any action but asked for specific information which the Board of LB Shell was not able to provide due to the existence of confidentiality agreements which had been signed before the appointment of the current Board. Despite an exchange of correspondence with the claimants, they refused to say that the Company would not be joined in any action in the future. At present there has been nothing further heard with regard to the Letter.
The Board has concluded that, with the level of litigation risk, it is not viable to further capitalise the Company and seek a new business for it as this threat will remain and any escalation of the threats contained in the Letter will be costly. The Board also believes that a recapitalisation of the company may make it a more lucrative target for the potential litigants. Therefore the Board has resolved to place LB-Shell into administration in order to distribute any value remaining in the Company to its stakeholders. Subject to approval of the Shareholders and Convertible Loan Note Holders the Company will be placed into Voluntary Administration. If Shareholder and Convertible Loan Note Holder approval is not gained the Company will be placed in to Creditor Administration. The Board does not expect that following the winding up of the Company, there will be any funds available to distribute to Shareholders.
The Directors will keep Shareholders informed once Administrators have been appointed to carry out the winding up of the Company.
The Directors accept responsibility for this announcement.
-ENDS-
Enquiries:
LB-Shell plc
Melissa Sturgess
+44 7787 942 777