The latest Investing Matters Podcast episode featuring financial educator and author Jared Dillian has been released. Listen here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksPPG.L Regulatory News (PPG)

  • There is currently no data for PPG

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Further re General Meeting

27 Jun 2011 07:00

RNS Number : 1260J
Ipso Ventures PLC
27 June 2011
 



 

Embargoed for release at 07.00 hours 27 June 2011

 

 

IPSO VENTURES PLC

("IPSO" or the "Company")

Additional information regarding the Company's General Meeting, convened for 29th June 2011

On Friday 24th June 2011 the Company announced that Cedar Assets Group Limited ("Cedar") had acquired 4,158,233 ordinary shares in the Company, representing 25.29% of the existing issued ordinary shares of the Company. The Board have been informed by Cedar's advisers that the owner of Cedar is Mr Michael Shemesian, an investor and mineral prospector.On Friday 24th June 2011 Cedar's advisers contacted the Board of IPSO (the "Board") to notify them that Cedar have lodged a proxy voting against all the resolutions being proposed at the Company's forthcoming general meeting, convened for 10.00 am on 29th June 2011 at Elizabeth House, 39 York Road, London, SE1 7NQ (the "General Meeting"). The General Meeting has been convened to seek shareholders approval of the placing of 19,500,000 new ordinary shares in the Company (the "Placing Shares") at 1 pence per Placing Share (the "Placing Price"), raising gross proceeds of £195,000 for the Company (the "Placing"). The Placing was announced on 13 June 2011. Further details of the Placing are set out in the circular dated 13 June 2011 (the "Circular").

 

The Placing is conditional, inter alia, upon resolutions being passed at the General Meeting. One of the resolutions being proposed at the General Meeting will be the approval of a waiver of Rule 9 of the City Code on Takeovers and Mergers arising as a result of the Placing. In addition since the Placing Price is less than the current nominal value of the Company's existing ordinary shares a resolution is being proposed at the General Meeting to approve a sub-division of the Company's ordinary shares. Two of the resolutions being proposed at the General Meeting are special resolutions which require the approval of 75% of shareholders voting, either in person or by proxy.

 

Cedar's advisers have informed the Board that they do not consider that the Placing is fair to all members. In addition Cedar have written to the Board to demand that all the resolutions proposed at the General Meeting be taken on a poll vote.

 

The Board notes that Cedar have only recently become shareholders in the Company.If Cedar does not alter their proxy vote and votes against the special resolutions required to effect the Placing then the Placing will not proceed as these resolutions require a majority of 75% of the votes cast to be passed. Consequently the Company will not receive the proceeds of the Placing. Shareholders in IPSO should note the comment relating to IPSO's capital requirements made by the Chairman in the Circular which was as follows: "If the Resolutions are not passed by Shareholders at the General Meeting, the Placing will not be able to proceed. In that event, the value inherent in the Company's existing investments may not be realised fully, or at all, and the Company would need to make alternative arrangements to meet its day to day working capital requirements. The Directors consider that such alternative arrangements are unlikely to be in the best interests of Shareholders and, in the event that the Company is unable to put in place such arrangements in the short term there is a risk that the Company will be forced into receivership or administration. In the event that the Resolutions are not passed by the Shareholders, any monies subscribed pursuant to the Placing will be returned to the Placees." Based on IPSO's current cash position the Board will have no alternative other than to appoint a receiver if the Placing does not proceed or no alternative funding is made available to the Company in the near future.

Cedar's advisers have informed the Board that Cedar is considering offering the Company some short term debt financing which, Cedar believes, would enable the Company to continue to trade until alternative funding arrangements proposed by Cedar, such as a rights issue, could be put to shareholders for their approval. To date the Board have not received any details of this possible short term debt financing proposal from Cedar.The Board continues to believe that the Placing is in the best interests of the Company and its shareholders. As highlighted in the Circular, in the event that the Placing does not complete the Board will have to seek alternative sources of funds very shortly thereafter or take immediate steps to protect the interests of creditors.

 

The Board have offered to meet with Cedar and its advisers before the General Meeting to understand Cedar's intentions, find out more about Cedar's alternative funding proposals and to seek to change Cedar's voting intentions in relation to the Placing. However, such offer has not yet been taken up by Cedar. In addition the Board are exploring alternative sources of funding for the Company, although there can be no guarantee that any such funding will be forthcoming.Further announcements will be made as required.

Further information, please contact:

 

IPSO Ventures plc

Simon Hunt, Executive Chairman

Nick Rodgers, Chief Executive Officer

 

 

 

Allenby Capital Limited

(nominated adviser and broker)

Nick Naylor

Nick Athanas

 

 

 

Tel: 020 7921 2990

simon@ipsoventures.com

nick@ipsoventures.com

www.ipsoventures.com

 

 

Tel: 020 3328 5656

 

Company description

 

IPSO Ventures plc is a business creator and active investor in new technologies, principally in the renewable energy and healthcare sector. Its experienced management team focuses on adding commercial value to enable young companies to move forward rapidly.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCSESEFMFFSEIM
Date   Source Headline
17th Nov 20147:00 amRNSFirst UK 20MW Flexible Power Project
3rd Nov 20141:20 pmRNSResult of AGM
7th Oct 20147:00 amRNSNotice of AGM
30th Sep 20147:00 amRNSDirector's Shareholding
22nd Aug 20148:00 amRNSAdmission and First Day of Dealings
21st Aug 20144:16 pmRNSResult of General Meeting
7th Aug 20144:00 pmRNSSchedule 1 - Plutus Resources Plc
5th Aug 20147:00 amRNSAcquisition, Placing and Admission Document
1st Aug 20142:00 pmRNSAppointment of Non-Executive Director
1st Aug 20149:41 amRNSUpdate re Proposed Acquisition
29th Jul 20147:00 amRNSAnnual Financial Report
21st Jul 20147:00 amRNSFinal Results
15th Jul 20147:00 amRNSChange of Adviser
31st Jan 20141:18 pmRNSTotal Voting Rights
31st Jan 20147:30 amRNSSuspension - Plutus Resources Plc
31st Jan 20147:00 amRNSHalf Yearly Report and Suspension of Shares
16th Jan 20149:26 amRNSInvestment in Attune Energy Ltd.
29th Nov 201310:36 amRNSResult of AGM
31st Oct 201312:32 pmRNSDirector Shareholding & Completion of Fundraising
29th Oct 20134:28 pmRNSPosting of Accounts and Notice of AGM
28th Oct 20135:27 pmRNSFinal Results
25th Oct 201311:24 amRNSSubscription of Convertible Loan Notes
19th Sep 20135:21 pmRNSDirector/PDMR Shareholding
16th Aug 20131:47 pmRNSDirectorate Change
12th Aug 20134:15 pmRNSChange of Website Address
26th Mar 201311:49 amRNSDirector/PDMR Shareholding
25th Mar 20137:00 amRNSStmnt re Share Price Movement
11th Mar 201312:00 pmRNSGrant of Options
28th Feb 20132:18 pmRNSTotal Voting Rights
26th Feb 201311:30 amRNSDirector Shareholding
19th Feb 20137:00 amRNSDirectorate Change
13th Feb 20138:00 amRNSDirector/PDMR Shareholding
8th Feb 201310:03 amRNSDirectorate Change
4th Feb 20137:45 amRNSChange of Name
1st Feb 20132:59 pmRNSCompletion of Demerger and Subscription
31st Jan 20131:10 pmRNSReduction of Capital effective
31st Jan 20137:00 amRNSReplacement - Half Yearly Report
30th Jan 20132:30 pmRNSHalf Yearly Report
21st Jan 201312:35 pmRNSResult of AGM
17th Jan 20131:09 pmRNSStmnt re Share Price Movement
14th Jan 20133:40 pmRNSResult of General Meeting
9th Jan 20135:14 pmRNSPosting of Announcement
8th Jan 20135:47 pmRNSRe: Proposed Demerger and Subscription
8th Jan 201310:35 amRNSFurther re Proposed Demerger and Subscription
31st Dec 20127:30 amRNSRestoration - IPSO Ventures Plc
28th Dec 20122:30 pmRNSAnnual Report and Accounts
28th Dec 201211:00 amRNSFinal Results
28th Dec 20127:00 amRNSProposed Demerger and Subscription
28th Dec 20127:00 amRNSInvestment in IPSO Ventures plc
12th Nov 20124:00 pmRNSUpdate

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.