TIDMPPG
RNS Number : 1170E
Plutus PowerGen PLC
03 November 2020
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 % OF VOTES NO OF % OF VOTES TOTAL VOTES NO OF
VOTES CAST (EXCLUDING VOTES CAST (EXCLUDING CAST (EXCLUDING VOTES
FOR* VOTES AGAINST VOTES WITHELD) VOTES WITHHELD) WITHHELD**
WITHELD)
Ordinary Resolutions
----------------------------------------------------------------------------------------------------------------------
1. THAT the
Demerger
be approved in
accordance
with Rule 15 of
the
AIM Rules for 79. 3
Companies. 308,424,307 % 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
GBP1,650,000
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 new
Ordinary 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 value
of 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 GBP656,856 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
GBP600,000 (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 GBP6 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 8.00 a.m. on between
Shares to trading on AIM* 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 Tel: +44 (0) 20 8720 6562
Charles Tatnall, Executive Chairman
James Longley, Interim CEO and Finance
Director
Allenby Capital ( Nominated Adviser and Tel: +44 (0)20 3328 5656
Joint Broker)
Nick Athanas
Nick Naylor
James Hornigold
Turner Pope Investments (TPI) Limited Tel: +44 ( 0) 20 3657
(Joint Broker) 0050
Andy Thacker
St Brides Partners Limited (Financial Tel: +44 (0)20 7236 1177
PR)
Cosima Akerman
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END
MSCBBBDBRUGDGGX
(END) Dow Jones Newswires
November 03, 2020 06:59 ET (11:59 GMT)
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