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Result of General Meeting

14 Jan 2013 15:40

RNS Number : 5118V
Ipso Ventures PLC
14 January 2013
 



14 January 2013

 

IPSO Ventures plc

(to be re-named Plutus Resources plc)

(the "Company")

 

Result of General Meeting

 

The Board of the Company is pleased to announce that at the General Meeting of the Company held earlier today the resolutions put to the meeting were duly passed by the Company's shareholders.

 

The resolutions approved, inter alia, the demerger of IPSO Management (including the IPSO Investment Portfolio) from the Company, to be implemented pursuant to the Reduction of Capital, the adoption of a new Investing Policy by the Company, a Subscription for new Ordinary Shares and Convertible Loan Notes and a change in the Company's name to Plutus Resources plc.

 

Following the conclusion of 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 30 January 2013 and the Reduction of Capital is expected to become effective on 31 January 2013. It is expected that new ordinary shares in IPSO Management will be issued to IPSO Management shareholders, pro rata to their holdings in the Company as at the Record Date, shortly thereafter.

 

The Company also confirms that, following receipt of written tax advice, the £5 million Debt (as defined in the announcement made by Company on 8th January 2013) has been waived by the Board, thereby eliminating the possibility of a tax liability arising for IPSO Management shareholders.

 

Pursuant to the Proposals, the Company has raised £360,000 (before expenses) through a subscription for 104,000,000 new Ordinary Shares at 0.25p per Ordinary Share and the issue of £100,000 of Convertible Loan Notes convertible into 40,000,000 new Ordinary Shares. Application will be made to the London Stock Exchange for the 104,000,000 new Ordinary Shares to be admitted to trading on AIM and dealings are expected to commence at 8:00 a.m. on 1 February 2013. The Subscription remains conditional on the Reduction of Capital becoming effective and Admission.

 

Following the passing of the resolutions at the General Meeting, Nick Rodgers has decided to step down from the Board with immediate effect. The Board wishes to thank Nick for his considerable contribution and efforts on the Company's behalf during his tenure as Chief Executive and wish him all the best for the future. Upon Admission, Nicholas Lee will join the Board in the role of Non-Executive Director and John Kelly will step down from the Board. Craig Rochford (currently Chairman) will remain on the board as a Non-Executive Director. Accordingly the Board on Admission will comprise Nicholas Lee (Non-Executive Director) and Craig Rochford (Non-Executive Director). In addition, upon Admission, Charles Tatnall and James Longley, both of whom are Subscribers, will join the Company in non-Board capacities with James Longley acting as Chief Financial Officer and Company Secretary and Charles Tatnall acting as a consultant to the Company.

 

On completion of the Proposals, the Company will apply to the Registrar of Companies to change its name to Plutus Resources plc. A further announcement will be made by the Company with regards to the timing for the Company's change of name and the change of the Company's ticker from "IPS" to "PLR" becoming effective. The ISIN and SEDOL numbers of the Company will not change.

 

Conditional on the Reduction of Capital becoming effective, the Company will become an Investing Company and, in accordance with Rule 15 of the AIM Rules, the Company must implement its new Investing Policy within 12 months of Admission otherwise trading in the Company's shares on AIM will be suspended in accordance with AIM Rule 40. If following such a suspension the Company's shares have not been re-admitted to trading on AIM within a further six months, the admission of the Company's shares to trading on AIM will be cancelled.

 

Craig Rochford, Chairman, commented: "The Directors are delighted that Shareholders have overwhelmingly passed all resolutions. The new management team are now looking forward to implementing the investment objectives of Plutus Resources plc, upon approval by the High Court of the Reduction of Capital."

 

The timetable of future principal events with regards to the Demerger is set out below

 

Record Date

Close of business on 28 January 2013

 

Bonus Issue

29 January 2013

 

Court hearing to confirm Reduction of Capital

30 January 2013

 

Reduction of Capital becomes effective

31 January 2013

 

Expected date of the Demerger

1 February 2013

 

Admission of the Subscription Shares to trading on AIM

8.00 a.m. on 1 February 2013

 

CREST stock accounts to be credited for the Subscription Shares in uncertificated form

1 February 2013

 

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 28 December 2012, a copy of which is available on the investor section of the Company's current website (http://www.ipsoventures.com).

 

For further information, please contact:

 

 

IPSO Ventures plc

Craig Rochford, ChairmanNick Rodgers, Chief Executive

Tel: 020 7462 0093

 

 

Allenby Capital Limited(Nominated Adviser and Broker)

Mark ConnellyNick Athanas

Tel: 020 3328 5656

 

Appendix - The Company's newly adopted Investing Policy

The Directors intend initially to seek to acquire a direct and/or an indirect interest in projects and assets in the oil and gas sector and within the wider natural resources sector. The Company will focus on opportunities in Europe, North America and Africa but will consider possible opportunities anywhere in the world.

The Company may invest by way of purchasing equity, debt, convertible or other instruments in listed or unlisted companies, outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, or by entering into partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company or project (which, in the case of an investment in a company, may be private or listed on a stock exchange, and which may be pre-revenue) and such investments may constitute a minority stake in the company or project in question. The Company will not have a separate investment manager.

The Company may be both an active and a passive investor depending on the nature of the individual investments. Although the Company intends to be a medium to long-term investor, the Directors will place no minimum or maximum limit on the length of time that any investment may be held and therefore shorter term disposal of any investments cannot be ruled out.

There will be no limit on the number of projects into which the Company may invest, and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules. The Company will carry out an appropriate due diligence exercise on all potential investments and, where appropriate, with professional advisers assisting as required. The Board's principal focus will be on achieving capital growth for Shareholders.

Investments may be in all types of assets and there will be no investment restrictions.

The Company may require additional funding as investments are made and new opportunities arise. The Directors may offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash resources for working capital. The Company may, in appropriate circumstances, issue debt securities or otherwise borrow money to complete an investment. The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares.

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