OCT.L Regulatory News (OCT)

Octagonal plc ("Octagonal" or the "Company") Proposed Amendment to the Investing Policy Notice of General Meeting Octagonal announces that it has today posted a circular ("Circular") toShareholders containing a notice convening a general meeting of the Company("General Meeting") to be held at 11 a.m. on 18 September 2014, at 200 Strand,London WC2R 1DJ. The Circular is available on the Company's website, atwww.octagonalplc.com. The Circular contains a proposal (the "Proposal") for the proposed amendment tothe Existing Investing Policy. Enquiries: Octagonal plc +44 (0) 20 7440 0640Donald StrangHamish Harris Cairn Financial Advisers LLP +44 (0) 20 7148 7900Nominated Adviser and BrokerJames Caithie / Jo Turner / CarolynSansom Square Consulting +44 (0) 20 7929 5599Public RelationsDavid Bick/ Mark Longson * Background to the Proposals The strategy of the Directors at the time of the adoption of the ExistingInvesting Policy was to pursue investments in companies and/or projects in thenatural resources and/or agriculture sectors, however, opportunities in othersectors formed part of this investing policy. The Existing Investing Policy wasapproved by Shareholders in a general meeting on 2 October 2013 at which timethe Company was also re-classified as an Investing Company (as defined in theAIM Rules). Despite considering a number of investment opportunities and acquisitions inthe natural resources and agriculture sectors, the Board has been unable toidentify suitable investments in those areas which, in the Directors' opinion,could potentially add value to the Company. Therefore the Board began to lookat other sectors for investment opportunities and on 27 March 2014, the Companyannounced its acquisition of a 9.97 per cent. stake in Global InvestmentStrategy UK Limited, a London headquartered financial services company tradingin the global markets, including equities, fixed income, commodities, currencyand futures, using its proprietary online trading platforms and clearing andsafe custody systems. Whilst the investment in in Global Investment Strategy UKLimited and the potential investments that the Directors are now consideringcould be covered by the Existing Investing Policy, the Board considers itappropriate to seek Shareholder approval to adopt a more specific investingpolicy as detailed below. The consequence of this is that the natural resourcesand/or agriculture sectors will no longer be a focus of the New InvestingPolicy. The Board will continue to provide regular updates to Shareholders onthe investments made. The Directors are, as set out in the Resolution, proposing to amend theExisting Investing Policy to focus on investments in the financial servicessector. * Proposed amendments to the investing policy The New Investing Policy, which is subject to Shareholder approval, representsan amendment of the Company's Existing Investing Policy and is set out in fullbelow: The Company's proposed New Investing Policy is to invest in and/or acquirecompanies and/or projects within financial services sector with potential forgrowth and/or if the Board considers there is an opportunity to generate anattractive return for Shareholders. In general, in selecting investment opportunities, the Board will focus onbusinesses, assets and/or projects that are available at attractive valuationsand hold opportunities to unlock embedded value. The Directors intend tomitigate risk by appropriate due diligence and transaction analysis. Whereappropriate, which will typically be in relation to unquoted investments, theBoard may seek to invest in businesses where it may influence the business at aboard level, add their expertise to the management of the business, and utilisetheir significant industry relationships and access to finance. The ability towork alongside a strong management team to maximise returns through revenuegrowth will be something the Board will focus upon initially. The Company's interests in a proposed investment and/or acquisition may rangefrom a minority position to full ownership. The proposed investments may be ineither quoted or unquoted companies; be made by direct acquisitions; and may bein companies, partnerships, equity, debt or other loan structures, jointventures or direct or indirect interests in assets or projects. There is no limit on the number of investments which the Company may make andthe Company's financial resources may be invested in a number of propositionsor in just one investment, which may be deemed to be a reverse takeover underthe AIM Rules. Any transaction constituting a reverse takeover under the AIMRules will also require Shareholder approval. The Board expects that investments will typically be held for the medium tolong term, although short term disposal of assets cannot be ruled out if thereis an opportunity to generate an attractive return for Shareholders. The Boardwill place no minimum or maximum limit on the length of time that anyinvestment may be held and in most circumstances, it will be dependent onmarket conditions. The Company may be both an active and a passive investordepending on the nature of the individual investment. Where the Company builds a portfolio of related investments it is possible thatthere may be cross holdings between such assets. The Board considers that asinvestments are made, and new promising investment opportunities arise, furtherfunding of the Company may also be required. The Company does not currentlyintend to fund any investments with debt or other borrowings but may do so infuture, if appropriate. The Board may also offer new Ordinary Shares by way ofconsideration as well as cash, thereby helping to preserve the Company's cashfor working capital and as a reserve against unforeseen contingenciesincluding, for example, delays in collecting accounts receivable, unexpectedchanges in the economic environment and operational problems. The Company will not have a separate investment manager. The Company proposesto carry out a comprehensive and thorough project review process in which allmaterial aspects of a potential project or business will be subject to rigorousdue diligence, as appropriate. As an Investing Company, the Company will be required to make an acquisition oracquisitions which constitutes a reverse takeover under the AIM Rules orotherwise implement its proposed New Investing Policy on or before the datefalling twelve months from the adoption of the Existing Investing Policyfailing which, the Company's Ordinary Shares would then be suspended fromtrading on AIM. In the event that the Company's Ordinary Shares are sosuspended and the Company fails to obtain Shareholders' consent to renew suchpolicy, the admission to trading on AIM would be cancelled six months from thedate of suspension. * General Meeting Under the AIM Rules, the Company is required to seek the approval ofShareholders for any material change to its investing policy and therefore anordinary resolution to approve the changes to the Company's Existing InvestingPolicy will be proposed at the General Meeting. The full text of the Resolution is set out in the Notice of General Meeting atthe end of the Circular. The General Meeting is proposed to be convened at 11 a.m. on 18 September 2014at 200 Strand, London WC2R 1DJ. The following definitions apply throughout this announcement, unless thecontext otherwise requires. AIM a market of that name operated and regulated by the London Stock Exchange AIM Rules the rules of the London Stock Exchange governing admission to, and operation of, AIM and comprising the AIM Rules for Companies and the AIM Rules for Nominated Advisers, as amended from time to time Board or Directors the board of directors of the Company whose names are set out in the Circular Circular The circular posted to Shareholders today Company Octagonal PLC, incorporated in England and Wales with registered number 06214926 Existing Investing the investing policy of the Company in force as at thePolicy date of the Circular Form of Proxy the form of proxy enclosed with the Circular General Meeting the general meeting of the Company convened for 11 a.m. on 18 September 2014 (or any adjournment thereof), notice of which is set out at the end of the Circular London Stock Exchange the London Stock Exchange PLC New Investing Policy the proposed investment policy that will be adopted by the Company if the Resolution is passed, as set out on page 5 of the Circular Ordinary Shares ordinary shares of 0.05p each in the capital of the Company Proposals the proposed change of the investing policy set out in the Circular Resolution the resolution to be proposed at the General Meeting and contained in the Notice of General Meeting set out at the end of this Circular Shareholder a registered holder of Ordinary Shares