Vipera Regulatory News (VIP)

9 Mar 2006 15:44

Ricmore PLC09 March 2006 Ricmore Plc ("Ricmore" or "Company") Result of EGM 9 March 2006 The Board of Ricmore Plc is pleased to announce that at the extraordinarygeneral meeting held at 3.00 pm today (the 'EGM'), all of the resolutionsproposed for consideration were unanimously passed. The Company announced on 13 February 2006 that it had entered into an agreementto acquire the entire issued share capital of Energy Assets Limited ('EAL') andthat it was raising GBP1.25 million (before expenses) through the issue of83,333,333 new ordinary shares (the 'Placing Shares') at 1.5p per share. The netproceeds of the Placing will be applied as to working capital for the enlargedgroup to build its executive and management team and to implement its businessplan. EAL's specific target areas of business are industrial and commercialmetering, datalogging (remote meter reading) and the supply of electricitymeters. The consideration for the acquisition is being satisfied by the issue of141,500,000 new Ordinary Shares in the Company (the 'Consideration Shares'). The resolutions which have been passed today included an ordinary resolution toapprove a waiver by the Panel on Takeovers and Mergers of the obligation of theConcert Party (which comprises the vendors of EAL and Chatsford CorporateFinance Limited) to make a general offer for the issued share capital of RicmorePlc under Rule 9 of the City Code on Takeovers and Mergers that would otherwisearise as a result of the Consideration Shares being issued to the Concert Party,the issue of ordinary shares to Alan McKeating, Philip Bellamy-Lee, RobertHatton and John Butler (members of the Concert Party) pursuant to the Placing,or on the exercise of certain unapproved options and EMI options to be grantedon re-admission ("Admission") of the Company's share capital to AIM. FollowingAdmission the Concert Party will be interested in 147,716,266 ordinary shares inthe capital of the Company representing 59.9 per cent of the enlarged sharecapital. If all the unapproved options and EMI options were exercised by membersof the Concert Party (and assuming that none of the existing warrants overOrdinary Shares (including those granted to ICON EAM LLC, Ruegg & Co Limited andHichens, Harrison & Co. plc) or the EMI Options held by parties other than theConcert Party are exercised and that there have been no intervening issue issuesof Ordinary Shares prior to exercise) then the Concert Party would hold amaximum of 176,773,766 Ordinary Shares representing a maximum of 64.1 per centof the issued ordinary share capital of the Company. Further details of theConcert Party and the waiver are set out in the admission document dated 13February 2006. Alan McKeating, John Butler and Philip Bellamy-Lee have been appointed to theboard with effect from admission. Application has been made for the enlarged issued share capital of the Companyincluding the Placing Shares and Consideration Shares, to be re-admitted totrading on AIM. It is expected that Admission will become effective and dealingswill commence in the enlarged issued share capital on 13 March 2006. The numberof ordinary shares in issue following admission will be 246,768,383. The Company's shareholders have today also approved a resolution to change theCompany's name to Energy Asset Management Plc. The change of the Company's namewill become effective on 10 March 2006. The Company's EPIC code will change, with effect from Admission, to EAM. Further details of the acquisition, the Placing, the Concert Party and the othermatters approved at the EGM are set out in the admission document published bythe Company on 13 February 2006. Information required by Schedule 2(g) of the AIM Rules. The information on the newly appointed directors required to be disclosed by theAIM Rules was set out in the Company's admission document dated 13 February 2006and there have been no changes to this information subsequent to this date. For further information please contact: Stephen Barclay, non-executive ChairmanRicmore Plc 020 7743 6370 Alan McKeating, Managing DirectorEnergy Assets Limited 01506 602674 Brett Miller / Gavin BurnellRuegg & Co Limited 020 7584 3663 Ben SimonsHansard Communications 020 7245 1100 Daniel BriggsHichens Harrison & Co plc 020 7588 5171 This information is provided by RNS The company news service from the London Stock Exchange