N4 Pharma Plc Regulatory News (N4P)

14 October 2015

Ultima Networks PLC

("Ultima" or the "Company")

Result of General Meeting, Placing and Board Changes

The Company is pleased to announce that all the proposals put to Shareholders at the General Meeting held at 11.00 a.m. on 14 October 2015 concerning the proposed Disposal, the Placing, the Share Capital Reorganisation, the adoption of a new Investing Policy and change of the name to Onzima Ventures plc were duly passed. 

Application has been made for the 27,917,654 New Ordinary Shares issued to Existing Shareholders, the 107,142,854 New Ordinary Shares issued pursuant to the Placing and 3,571,428 New Ordinary Shares issued to advisers in lieu of fees at the Placing Price, to be admitted to trading on AIM. Admission and dealing is expected to occur at 8.00 a.m. on 15 October 2015. Following the issue of the New Ordinary Shares, the Company's total issued share capital will be 138,631,936 New Ordinary Shares. 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.

The Company has created and issued a total of 4,051,815 Broker Warrants to Peterhouse, the Company's broker. The Broker Warrants entitle the holder to subscribe for up to 3 per cent. of the Enlarged Share Capital of the Company at a price of 0.7 pence per New Ordinary Share on or before 22 August 2019.

The definitions used in this announcement have the same meaning as they have in the Circular.

Investing Policy

Accordingly the Company has adopted the following Investing Policy:

The Company will seek to invest a minimum of 75 per cent. of its deployable capital in, and/or acquire companies or interests within, the natural resources sector - in which the new Directors have substantial experience as founders, investors and advisers.

The Company will participate as investors in fundraisings for entities being admitted to trading on AIM, in secondary fundraisings, or where such entities plan to be admitted to trading on an Exchange within 18 months of investment by the Company.

Investments are likely to be held for the short to medium term in the case of publicly-traded holdings and for the longer term in respect of private holdings until there is a liquidity event when the Company may seek to reduce its exposure. There will be no minimum or maximum limit on the length of time an investment is held.

Initially the geographical focus will be Africa and North America but investments may be considered in other regions to the extent that the Board considers that an opportunity exists where significant returns can be made.

The Company may also invest in assets, projects or joint ventures using equity or debt structures, gaining direct exposure. Investments will generally be made on a passive basis unless there is a requirement to provide management or other expertise to the investee entity in seeking to generate positive returns for the Company.

In selecting investment opportunities, the Board will focus on companies, assets and/or projects that it believes are available at attractive valuations and where there is an opportunity to benefit from value uplift. The Company's equity holdings or interests may range from a minority position to 100 per cent. ownership.

The Directors will conduct due diligence appraisals of potential investments, businesses or projects and, where they believe further diligence is required or warranted, intend to utilise appropriately qualified persons to assist. The Directors believe they have a network which is likely to provide various opportunities which may prove suitable.

The Company does not plan to have cross-holdings in entities save where there is a portfolio of related assets outside of the Company's control.

The Board considers that as investments are made, and new investment opportunities arise, further funding of the Company may also be required which is likely to be in the form of equity, until such time as the Company is self-funding.

It is intended that returns for Shareholders will initially be in the form of capital growth, subject to appreciation in the value of the investments made by the Company. In the longer term, if the Company becomes cash generative, then the plan will be to put in place an appropriate dividend policy as appropriate for a Company with its activities at that time.

The Company plans to have a maximum of fifteen investments / interests at any one time. Though there will be no maximum exposure to any one investment, it will generally seek to diversify its portfolio holdings. The Company's financial resources may ultimately be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules requiring shareholder approval.

The Company also intends to acquire over a period of time a diversified portfolio of royalties. These will consist, in varying proportions, of royalties over:

- producing properties purchased at a discount to perceived value; 16 - producing properties with enhanced production possibilities; and

- non-producing properties where advanced exploration is likely.

It is intended that over the longer term the royalty investments will provide cashflow to finance further investment opportunities, minimising dilution to Shareholders through reduced equity financing requirements.

The Company does not currently intend to fund any investments with debt or other borrowings but may do so if appropriate. The Board may also offer New Ordinary Shares in the capital of the Company by way of consideration as well as utilising cash, preserving the Company's cash for additional opportunities and working capital.

Following on from adopting an Investing Policy, the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its Investing Policy within 12 months of the General Meeting, failing which the ordinary shares would then be suspended from trading on AIM. If the Investing Policy has not been implemented within 18 months of the General Meeting the admission to trading on AIM of the ordinary shares would be cancelled and the Directors will convene a general meeting of the Shareholders to consider whether to continue seeking investment opportunities or to wind up the Company and distribute any surplus cash back to Shareholders.

The Directors believe that their broad collective business experience in the areas of corporate advisory services, investment, corporate and financial management will assist them in the identification and evaluation of suitable opportunities and will enable the Company to achieve its investing objectives.

Under the Company's investing policy the remaining 25 per cent. of the Company's deployable capital can be invested in to non-natural resource based interests that fit the same criteria as above.

In the first instance, the net proceeds of the Placing will be used for working capital purposes and to identify, evaluate and select investment opportunities. Investments may be made in either quoted or unquoted companies and structured as a direct acquisition, joint venture or as a direct interest in a project with equity interests in any proposed investment.

The adoption of the Investing Policy will provide the Directors with the flexibility to actively seek out and acquire new investment opportunities, which the Directors believe has the potential to create significant value for Shareholders.

Board Changes

Accordingly Gavin Burnell has joined the Board as Chief Executive Officer and Luke Cairns as Non-Executive Director of the Company with immediate effect. Professor Mughal with remain on the Board as Non-Executive Director, and Anthony Klein has resigned from the Board with immediate effect.

Gavin John Burnell, Chief Executive Officer (aged 37)

Mr. Burnell has 13 years' experience of advising smaller companies and is a Director of Corporate Finance at Sanlam Securities UK Limited. He is a founder and/or director of several public and private companies in varying sectors including Globo Plc (AIM: GBO), Magnolia Petroleum Plc (AIM: MAGP), Hot Rocks Investments Plc (PLUS: HRIP), Hellenic Capital Plc (PLUS: HECP), Sula Iron & Gold plc (AIM: SULA) and Woodland Capital Limited.

In addition to the proposed directorship of the Company, the Proposed Director holds or has held the following directorships (including directorships of companies registered outside England and Wales), or has been a partner in the following partnerships within the five years prior to the date of this Document:

As a result of the Placing, Gavin Burnell holds 3,571,428 New Ordinary Shares in the Company together with options to acquire 10,804,840 New Ordinary Shares at 0.7p pence per New Ordinary Share.

There are no other matters under paragraph (g) of Schedule 2 of the AIM Rules to be disclosed.

Luke Sebastian Cairns, Non-Executive Director (aged 37)

Mr. Cairns has spent over 14 years working in corporate finance and is a former head of corporate finance and managing director at Northland Capital Partners ("Northland"). Having left Northland, Mr. Cairns founded LSC Advisory Limited to provide advisory and consultancy services to growth companies. Mr. Cairns is a former nominated adviser for the London Stock Exchange's AIM market and has provided financial, regulatory and commercial advice to many growth companies across a number of sectors and regions on a wide range of transactions including: IPOs, secondary fundraisings, mergers and acquisitions, corporate restructuring and takeovers. He is an Associate of the Chartered Institute of Secretaries.

In addition to the proposed directorship of the Company, the Proposed Director holds or has held the following directorships (including directorships of companies registered outside England and Wales), or has been a partner in the following partnerships within the five years prior to the date of this Document:

Luke Cairns holds options to acquire 2,701,210 New Ordinary Shares at 0.7p pence per New Ordinary Share.

There are no other matters under paragraph (g) of Schedule 2 of the AIM Rules to be disclosed.

For further information please contact:

Ultima Networks PLC Tel: +44 1279 821 200

Gavin Burnell, Luke Cairns

Nominated Adviser

Cairn Financial Advisers LLP Tel: +44 (0) 207148 7900

Sandy Jamieson, Liam Murray

Broker

Peterhouse Corporate Finance Limited Tel: +44 (0) 20 7469 0930

Guy Miller, Lucy Williams