26 Feb 2015 18:28
26 February 2015
Eco City Vehicles PLC
("Eco City", "ECV" or the "Company")
Company Update
Refinancing
The board of directors of the Company (the "Board") is pleased to confirm that the refinancing process relating to the company voluntary agreement ("CVA") that was approved by creditors of the Company and holders of the Company's ordinary shares ("Shareholders") on 22 December 2014 is now effectively completed. The £250,000 of convertible loan notes ("CLN") that were approved for issue by Shareholders at the general meeting of the Company ("GM") held on 20 January 2015 have been issued, and from the proceeds of the CLN issue, the Company has paid £143,000 to Kirstie Jane Provan and Mark Robert Fry of Begbies Traynor (Central) LLP, as joint supervisors of the CVA (the "Supervisors") for the purpose of implementing the CVA. The Supervisors have confirmed that this payment provides full settlement of the Company's obligation under the terms of the CVA.
Capital Restructuring
At the GM, Shareholders approved a three stage capital restructuring (the "Restructuring"). Certain aspects of the Restructuring were also approved at a class meeting of the Company's deferred shareholders ("Deferred Holders") held immediately following the GM (the "Class Meeting").
At stage one, resolved on and effective from 29 January,2015, each existing ordinary share of 0.1 pence each ("Old Ordinary Shares") has been subdivided into one ordinary share of 0.008 pence each ("Stage 1 Ordinary Shares") and one deferred class B share of 0.092 pence each ("B Deferred"). In addition, following the Class Meeting, the existing deferred shares of 0.9 pence each (as announced on 12 September 2014) were reclassified as class B deferred shares and their rights varied ("Deferred"). Following stage one, the Company had the following shares in issue:
• 471,336,521 Stage 1 Ordinary Shares;
• 471,336,521 Deferred; and
• 471,336,521 B Deferred.
At stage two, resolved on and effective from 24 February 2015, all the Deferred and B Deferred were cancelled under s662 of the Companies Act 2006.
At stage 3, resolved on 24 February 2015 but due to take effect from 3 March 2015, every 125 Stage 1 Ordinary Shares will be consolidated into 1 new ordinary share of 1 penny each ("New Ordinary Shares"). On completion of stage 3, the Company will have 28,770,692 New Ordinary Shares. The ISIN of the New Ordinary Shares is GB00BW1YYP78. The Company's TIDM remains "ECV".
The timetable for the above corporate actions is as follows:
• 1.00pm 26 February 2015 - Announcement of details (this announcement);
• 5.00pm, 26 February 2015 - Record Date;
• 8.00am, 3 March 2015 - Admission to trading on AIM of the New Ordinary Shares
• 3 March 2015 - Crediting of CREST accounts; and
• 10 March 2015 - Last date of dispatch of share certificates.
Admission of New Shares & Return from Suspension
The Company's Old Ordinary Shares were suspended from trading on AIM on 19 September 2014 as a result of the trading difficulties that ultimately resulted in the Company entering administration on 17 October 2014. An application has been submitted for the New Ordinary Shares to be admitted to trading on AIM with effect from 3 March 2015, and trading to commence in the New Ordinary Shares with effect from 8.00am on that day ("Admission").
An application has also been made to admit to trading on AIM on 3 March 2015 the 25,000,000 New Ordinary Shares resulting from the conversion of the CLN. The CLN convert into New Ordinary Shares automatically on the Company's New Ordinary Shares being admitted to trading on AIM ("Conversion").
It is therefore anticipated that on the 3 March 2015, following Admission and Conversion, the Company will have a total of 28,770,692 New Ordinary Shares in issue and admitted to trading on AIM. The Significant Shareholders (as defined in the AIM Rules for Companies) Company following Admission and Conversion will be as follows
Shareholder | Number of New Ordinary Shares Held | Percentage of New Ordinary Shares Held |
Euroblue Investments Limited * | 5,697,600 | 19.80% |
Henderson Global Investors | 5,600,000 | 19.46% |
John Swingewood ** | 5,099,493 | 17.72% |
Jeremy Fenn | 5,059,600 | 17.59% |
Percipient Capital *** | 2,761,333 | 9.60% |
Peter da Costa | 1,431,103 | 4.97% |
* Includes shares held by Nigel Wray, who controls Euroblue Investments Limited
** A director of the Company
*** Includes shares held by GKF Nominees One Limited, an associated company GKF Wealth Management Limited, which Percipient Capital is a trading name of.
Change of Registered Office
The Company yesterdayresolved to change it registered office to:
60 Cannon Street
London EC4N 6NP
United Kingdom
Such change will be effective on the acceptance by Companies House.
Change of Auditor
The Board have appointed Crowe Clark Whitehill LLP to be the Company's auditorswith immediate effect.
Enquiries:
Eco City Vehicles plc
John Swingewood, Director +44 1444 440 359
Allenby Capital Limited (Nomad and Broker)
Nick Harris/Nick Naylor +44 20 3328 5656