8 Jan 2013 10:35
8 January 2013
IPSO VENTURES PLC ("IPSO" or "the Company")
Further re Proposed Demerger and Subscription
On 28 December 2012, the Board announced that the Company had entered into a conditional agreement and posted a circular to Shareholders ("the Circular"), in connection with the proposed subscription by an Investor Group for £360,000 of new Ordinary Shares and also to demerge the Company and IPSO Management (including the IPSO Investment Portfolio).
The Board has recently become aware that Buckton Homes Limited ("Buckton Homes"), a shareholder owning approximately 4.3 per cent. of the Ordinary Shares, yesterday posted a letter to Shareholders raising certain concerns about the Proposals put to Shareholders.
The Board has recently obtained a copy of this letter and is in the process of reviewing it in order to seek to answer or clarify the concerns raised by Buckton Homes in its letter. The Company will issue a further announcement once this review process is complete.
The Board considers the Proposed Demerger and Subscription to be in the best interests of the Company and of the Shareholders as a whole for the reasons set out in the Circular and continue to unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting to be held at the offices of DMH Stallard LLP, 6 New Street Square, New Fetter Lane, London EC4A 3BF at 11.00 a.m. on 14 January 2013. The Company has received irrevocable undertakings from Shareholders (including the Board) totalling 50.9 per cent. of the Company's issued share capital, to vote in favour of the Resolutions.
The Board would also draw Shareholders attention to the following paragraph that is contained in the Circular: "Should the Resolutions not be passed at the General Meeting and/or the Court Order and the Proposals not be implemented, the Company would have insufficient working capital available to it to continue to trade and would need to be refinanced immediately to enable it to continue trading. There can be no assurance that such refinancing would be forthcoming and in these circumstances the Board will be forced to take steps to protect the interests of creditors which may include placing the Company into administration or receivership."
Shareholders are advised to take no action regarding the letter from Buckton Homes pending a further announcement which is expected to be issued later today.
All definitions used in this announcement have the same meaning as the Company's announcement of 28 December 2012, unless otherwise defined herein.
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