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Further re: Licence Discussions

6 Jun 2011 07:00

RNS Number : 8866H
Bidtimes PLC
06 June 2011
 

6 June 2011

 

Bidtimes PLC

("Bidtimes" or "the Company")

 

Further re: licence discussions and Notice of General Meeting

 

 

Resolution of licence discussions

 

On 20 April 2011, the Company announced that it had received notice that a third party had also been granted exclusive rights by Pyromex Holding AG ("Pyromex") to use, own, assemble and install and operate Pyromex UHTG systems in Australia and also in certain other territories, contrary to information previously supplied by Pyromex to PowerHouse Energy, Inc. ("PowerHouse") and inconsistent with the disclosure contained in the Admission Document published by the Company on 31 March 2011. In order to reach a resolution to this matter, the Directors of Bidtimes adjourned the General Meeting of the Company from 26 April 2011 to 12 May 2011.

 

On 12 May 2011, the Company announced that it had been advised that PowerHouse, Pyromex and the third party had entered into a non-binding memorandum of understanding and that in order to allow the parties to finalise the necessary documentation, the Company had decided to adjourn the General Meeting to be held later that day until further notice.

 

The Company is now pleased to announce that it has today entered into a settlement agreement with Pyromex and RenewMe Limited, a corporation incorporated in Cyprus ("RenewMe"), pursuant to which PowerHouse will continue to hold the exclusive rights to Australia and in addition has gained the exclusive rights to New Zealand

 

As a result of these arrangements, PowerHouse now has a sole and exclusive licence in North America, Central America, the Surrounding Islands, Nigeria, Australia and New Zealand and a non-exclusive licence in the Middle East and North Africa (but excluding Nigeria), the Gulf Co-operation Council (made up of Kuwait, Bahrain, Saudi Arabia, Qatar, United Arab Emirates and Oman), French Polynesia, South Pacific, Asia (but excluding India) and United States Territories.

 

Furthermore, Pyromex has granted to PowerHouse an exclusive perpetual and irrevocable licence to use various patents and licensed technology insofar as they relate to syngas production using above ground coal as feedstock (with the right to sub-license) and including the rights to fabricate, manufacture, have manufactured and sell, operate or otherwise supply coal to syngas units worldwide excluding Italy.

 

Under the terms of the settlement agreement, Pyromex has agreed with PowerHouse to waive PowerHouse's obligation to make the next five annual $200,000 payments under the Pyromex Licence on the basis that PowerHouse will pay such payments to RenewMe on the terms of the agreement with RenewMe. The net effect on the Company is cash neutral.

 

In addition, conditional upon the acquisition of PowerHouse being completed, the Company has guaranteed the performance of all of PowerHouse's obligations under the agreements with RenewMe.

 

Notice of General Meeting

 

Due to the lapse of time since the date of publication of the Admission Document and the notice of the General Meeting included in it, the Company is now reconvening the adjourned General Meeting which will now be held on 27 June 2011.

 

The Company posted a circular on 4 June 2011 containing a notice reconvening the adjourned General Meeting, which has been reconvened for 10.00 a.m. on 27 June 2011 at the offices of Merchant Securities, 51-55 Gresham Street, London EC2V 7HQ for the purpose of considering and, if thought fit, passing the following resolutions:

Ordinary resolutions to:

1. approve, for the purposes of Rule 14 of the AIM Rules, the Acquisition;

2. approve the Waiver;

3. authorise the Directors to allot relevant equity securities under Section 551 of the Act;

4. approve and adopt the Share Option Scheme;

5. approve the arrangements with Delta Capital Pty Ltd for the purposes of Rule 16.2 of the Takeover Code; and

 

Special resolutions to:

6. approve the Capital Reorganisation;

7. disapply statutory pre-emption rights;

8. adopt the New Articles to reflect certain provisions of the Act as set out in paragraph 5 of Part VI of the Admission Document;

9. permit a general meeting other than an annual meeting to be called on not less than 14 clear days' notice; and

10. change of the Company's name to PowerHouse Energy Group plc.

 

Capital Reorganisation

In view of the delay in holding the General Meeting, the record date of the Capital Reorganisation will now be 28 June 2011. It is therefore expected that the New Ordinary Shares arising as a result of the Capital Reorganisation in respect of Existing Ordinary Shares held in uncertified form, i.e. in CREST, will be credited to the relevant CREST accounts on 29 June 2011 and that definitive share certificates in respect of the New Ordinary Shares arising as a result of the Capital Reorganisation from Existing Ordinary Shares held in certified form will be despatched to relevant Shareholders by 13 July 2011. No temporary documents of title will be issued. Share certificates in respect of Existing Ordinary Shares will cease to be valid on 27 June 2011 and, pending delivery of share certificates in respect of New Ordinary Shares will be certified against the register.

Admission and dealings

Application has been made to the London Stock Exchange for the Enlarged Issued Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Enlarged Issued Share Capital will commence on 29 June 2011.

 

Revised expected timetable of principal events

 

Latest time and date for receipt of the completed

Forms of Proxy to be valid at the General Meeting 10.00 a.m. on 23 June 2011

General Meeting 10.00 a.m. on 27 June 2011

Capital Reorganisation Record Date 6.00 p.m. on 28 June 2011

Completion of the Acquisition,

Capital Reorganisation becomes effective,

Admission and commencement of dealings

on AIM in the Enlarged Issued Share Capital 29 June 2011

CREST accounts credited with New Ordinary Shares

and the Consideration Shares in uncertificated form 29 June 2011

 

Despatch of definitive share certificates

for the New Ordinary Shares and the Consideration Shares by 13 July 2011

 

ISIN on Admission GB00B4WQVY43

EPIC PHE

 

Definitions

 

Terms defined within the announcement by the Company dated 1 April 2011 have the same meaning in this announcement unless otherwise stated.

 

Availability of the circular

 

The circular will be available later today for inspection at the offices of Merchant Securities Limited and for download from the Company's website www.bidtimes.com.

 

Contact:

 

Bidtimes plc

Julian Moore, Non-Executive Director

 

 

T: +44 (0) 20 7887 1362

Merchant Securities Limited (Nomad/Broker)

David Worlidge / Simon Clements

T: +44 (0) 20 7628 2200

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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