4 Oct 2021 12:26
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018
Notice of intention to appoint administrators
nmcn plc ("nmcn" or "the Company" and, together with its subsidiaries, "the Group")
nmcn today announces that the Board of the Company, having taken advice, has concluded that the Company is no longer able to continue trading as a going concern. Consequently, the directors of the Company and its subsidiary, nmcn Sustainable Solutions Limited, have today resolved to file with the court notice of intention to appoint Helen Dale, Nigel Morrison and Jonathan Roden of Grant Thornton UK LLP as administrators. The remaining companies in the Group are currently unaffected.
In June 2021 the Company and certain other members of the Group entered into conditional agreements to recapitalise nmcn by way of a £24.0 million fundraising with Svella plc ("Svella") and certain other investors, together with a renegotiation of its facilities with Lloyds Bank plc with up to a further £5.0 million proposed to be raised through an open offer to existing shareholders (the "Proposed Transaction").
Completion of the Proposed Transaction was conditional upon, inter alia, the publication of a prospectus and circular (the "Prospectus and Circular") to seek the approval by shareholders of the resolutions to be proposed at a general meeting to provide the directors with the authorities to issue and allot new shares, and to dis-apply statutory pre-emption rights.
In order to publish the Prospectus and Circular to convene the general meeting the Company needed to finalise its annual report for the financial year ended 31 December 2020 and publish its audited financial statements for inclusion within the Prospectus and Circular.
The Board, its advisers and Svella have worked tirelessly in the intervening period. However, as previously notified, completing the preparation of the Group's accounts has revealed further underlying contractual issues with expected losses rising to £43 million. It has now become apparent that the Company will be unable to approve the audited financial statements in a timely manner to allow the Proposed Transaction to complete within the required timeframe. This in turn has led to significant liquidity issues for the Group and particularly the Company, which unfortunately is now considered to no longer be able to continue trading as a going concern.
Indicative offers have been received from certain parties for the acquisition of certain of the trading operations and/or subsidiaries of the Company on a going concern basis, and discussions are ongoing with further parties which may lead to indicative offers on a similar basis.
Following discussions with its advisers, it is expected that this process will be conducted out of administration, to safeguard the continuity of operations and employment, and consequently the consideration receivable by the Company is unlikely to result in any value for equity shareholders.
The Board of nmcn wishes to thank all of its shareholders, customers and suppliers for their support over the years and particularly Svella and those who had intended to participate in the equity subscription that formed part of the Proposed Transaction, which has had to be cancelled.
The suspension from listing of the Company's ordinary shares from the premium listing segment of the Official List, which has been in effect since 29 June 2021, will remain in place.
Further announcements will be made by the Company as appropriate.
Enquiries:
nmcn Plc - +44 (0) 1623 515 008
Ian Elliott, Chairman
Lee Marks, Chief Executive
Alan Foster, Chief Financial Officer
LEI Number: 213800ANYQVA5OS51A68
www.nmcn.com