3 Nov 2020 11:59
3 November 2020
PLUTUS POWERGEN PLC
("Plutus", the "Group" or the "Company")
Result of General Meeting
Further re Demerger
Result of General Meeting
The Board of Plutus (AIM: PPG) announces that at the general meeting held earlier today, the following resolutions were duly passed with the table below summarising proxy votes:
RESOLUTIONS | NO OF VOTES FOR* | % OF VOTES CAST (EXCLUDING VOTES WITHELD) | NO OF VOTES AGAINST | % OF VOTES CAST (EXCLUDING VOTES WITHELD) | TOTAL VOTES CAST (EXCLUDING VOTES WITHHELD) | NO OF VOTES WITHHELD** |
Ordinary Resolutions | ||||||
1. THAT the Demerger be approved in accordance with Rule 15 of the AIM Rules for Companies.
| 308,424,307 | 79.3% | 80,479,932 | 20.7% | 388,904,239 | 980,392 |
2. THAT each existing Ordinary Share will be subdivided into one New Ordinary Share and nine Deferred Shares.
| 308,424,307 | 79.3% | 80,479,932 | 20.7% | 388,904,239 | 980,392 |
3. THAT the Directors be authorised to allot and issue up to an aggregate nominal amount of £1,650,000 of Relevant Securities.
| 308,364,307 | 79.3% | 80,539,932 | 20.7% | 388,904,239 | 980,392 |
Special Resolutions | ||||||
4. THAT the Bonus Issue and the Reduction of Capital be approved.
| 308,424,307 | 79.3% | 80,479,932 | 20.7% | 388,904,239 | 980,392 |
5. THAT the Articles be amended.
| 308,424,307 | 79.3% | 80,479,932 | 20.7% | 388,904,239 | 980,392 |
6. THAT conditional upon the passing of resolution 3 above, the Directors be authorised to issue newOrdinary Shares on a non-pre-emptive basis to cover the allotment of the Debt Capitalisation Shares,the Placing Shares, shares pursuant to exercise of Broker Warrants and equity securities issued for cash representing 20 per cent., of the nominal valueof the issued ordinary share capital of the Company at Admission. | 308,424,307 | 79.3% | 80,479,932 | 20.7% | 388,904,239 | 980,392 |
Notes:
*"Votes For" include votes giving the Chairman discretion.
**Votes withheld are not votes in law and do not count in the number of votes counted for or against a resolution.
The resolutions approved, inter alia, the demerger of Plutus Energy Limited (which holds the Group's shares in Attune Energy Limited and a receivable totalling £656,856 in unpaid management fees owed to the Group) from the Company, the Reduction of Capital (which remains subject to Court approval), a Placing for new Ordinary Shares and Debt Capitalisation for new Ordinary Shares.
Following the passing of the Resolutions at the General Meeting, the Proposals remain conditional on confirmation of the Reduction of Capital by the Court. The Hearing Date to confirm the Reduction of Capital is expected to take place on 24 November 2020 and the Reduction of Capital is expected to become effective between 25 November and 9 December 2020.
Pursuant to the Proposals, the Company has conditionally raised £600,000 (before expenses) through a placing of 3,000,000,000 new Ordinary Shares at a price of 0.02p per Ordinary Share and has undertaken a debt capitalisation which will result in the issue of 1,390,470,000 new Ordinary shares at a conversion price of 0.02p per new Ordinary Shares. The Placing and Debt Capitalisation remain conditional on the Reduction of Capital being confirmed by the Court, the Demerger becoming effective and Admission.
Application will be made to the London Stock Exchange for the 4,390,470,000 new Ordinary Shares pursuant to the Placing and Debt Capitalisation to be admitted to trading on AIM. The Company will be in a position to make the application to the London Stock Exchange once the Reduction of Capital has become effective. Dealings are expected to commence at 8:00 a.m. between 27 November and 11 December 2020. Further announcements will be made at the appropriate time on the timetable for Admission.
Effect of Proposals
Conditional on the Reduction of Capital becoming effective and the demerger of Plutus Energy Limited, the Company will become an AIM Rule 15 Cash Shell and, in accordance with Rule 15 of the AIM Rules, the Company will be required to make an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 (including seeking re-admission under the AIM Rules for Companies) within six months from becoming an AIM Rule 15 Cash Shell. Alternatively, within such time period, the Company can seek to become an investing company pursuant to AIM Rule 8, which requires, inter alia, the raising of at least £6 million and publication of an admission document. In the event that the Company does not complete a reverse takeover under AIM Rule 14 within such six month period or seek re-admission to trading on AIM as an investing company pursuant to AIM Rule 8 (either being, a "Re-admission Transaction"), the Company's ordinary shares would be suspended from trading pursuant to AIM Rule 40. Thereafter, if a Re-admission Transaction has not been completed within a further six month period, admission to trading on AIM of the Company's ordinary shares would be cancelled.
Further re Demerger
Whilst the Record Date for the Demerger is due to occur at 6.00pm on 20 November 2020, the Company's Existing Ordinary Shares will continue to trade with an entitlement to the Demerger until the Ex-Dividend Date of 25 November 2020.
Accordingly, unless the counterparties specifically agree otherwise, a buyer of the Company's Existing Ordinary Shares ahead of the Ex-Dividend Date will assume the benefit to the demerged Plutus Energy Limited shares, and the seller would need to pass the benefit to the buyer, even if the seller is the recorded owner at the Demerger Record Date.
The New Ordinary Shares to be issued in connection with the Placing and the Debt Capitalisation will have no entitlement to the Demerger.
An updated timetable of principal events with regards to the Proposals is set out below:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| |
Record date for Capital Reorganisation | close of business on 6 November 2020
|
Record date for Demerger |
close of business on 20 November 2020
|
Bonus Issue | 23 November 2020
|
Court hearing to confirm Reduction of Capital |
24 November 2020
|
Existing Ordinary Shares marked "ex" entitlement for Demerger | 25 November 2020
|
Reduction of Capital becomes effective* |
Between 25 November and 9 December 2020 |
Expected date of the completion of the Demerger* |
Between 27 November and 11 December 2020 |
Admission of the Placing Shares and Debt Capitalisation Shares to trading on AIM* | 8.00 a.m. on between and 27 November and 11 December 2020 |
CREST stock accounts to be credited for the Placing Shares in uncertificated form* |
Between 27 November and 11 December 2020 |
Dispatch of share certificates in certificated form by no later than | 18 December 2020 |
*Due to the COVID-19 pandemic, Companies House is not offering a same day service for registration of documentation relating to the Reduction of Capital. As such certain of the events in the timetable above are subject to finalisation and change. The Company will make further announcements at the appropriate time to provide further information on definitive times and dates. | |
If any of the above times and/or dates change, the revised times and/or dates will be announced.
Definitions in this announcement are consistent with those set out in the circular issued to Shareholders of the Company on 9 October 2020, a copy of which is available on the investor section of the Company's current website (http://www.plutuspowergenplc.com).
For further information, please contact:
Plutus PowerGen PLC Charles Tatnall, Executive Chairman James Longley, Interim CEO and Finance Director
| Tel: +44 (0) 20 8720 6562
| |
Allenby Capital (Nominated Adviser and Joint Broker) Nick Athanas Nick Naylor James Hornigold
| Tel: +44 (0)20 3328 5656 | |
Turner Pope Investments (TPI) Limited (Joint Broker) Andy Thacker
| Tel: +44 (0) 20 3657 0050 | |
St Brides Partners Limited (Financial PR) Cosima Akerman | Tel: +44 (0)20 7236 1177 |