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ACO Acorn Growth

10.125
0.00 (0.00%)
24 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Acorn Growth LSE:ACO London Ordinary Share GB00B6QZLQ32 ORD GBP0.02
  Price Change % Change Share Price Shares Traded Last Trade
  0.00 0.00% 10.125 0.00 01:00:00
Bid Price Offer Price High Price Low Price Open Price
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
  -
Last Trade Time Trade Type Trade Size Trade Price Currency
- O 0 10.125 GBX

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Date Time Title Posts
15/6/201718:45Acorn Growth: A Potential Oak68
27/9/201618:41Acorn Minerals: Mining-Energy Shell367

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Acorn Growth (ACO) Top Chat Posts

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Posted at 29/3/2017 20:28 by cufes2
The Proposals On 28 March 2017, the Company announced that it had entered into letters of intent and is in advanced negotiations to acquire four properties in Germany (the Properties), predominantly for residential development purposes, as the Directors believe there is a significant imbalance between the demand for and supply of housing in Germany. The Properties have an aggregate residual value of €19,190,000 as supported by an independent valuation received by the Company. It is proposed that the Properties are to be acquired in consideration for the issue of Consideration Shares at a price of 17 pence per Consideration Share. The aggregate purchase price for the Properties is €19,190,000, and the number of Consideration Shares to be issued will be calculated on the basis of the exchange rate prevailing on the Business Day immediately prior to completion of the Acquisition. On the basis that it is unknown at present how many Consideration Shares will be issued and allotted pursuant to the Acquisition, the Company is seeking Shareholder authority to allot up to 117,647,059 Consideration Shares.

The Directors also intend to raise further cash through a share offer of up to £9,000,000, and an over allotment facility of up to a further £9,000,000 (Offer) to fund the development of the Properties and the acquisition of additional properties or sites in Germany suitable for residential development with a view to generating value for Shareholders over the long term. These Ordinary Shares will be allotted at a price of 17 pence per Ordinary Share pursuant to the Offer.

Accordingly, the Directors intend to use the proceeds of the Offer (i) to fund certain costs and expenses payable in connection with the Acquisition, (ii) to fund the development of the Properties, (iii) to fund the acquisition and development of additional properties and (iv) for general corporate purposes.

Given the size of the Acquisition, and the relatively modest size of the Company, the purchase of the Properties, both individually and collectively, represents a Reverse Takeover under the Listing Rules and, as a consequence, it was announced that the Company's existing listing on the standard segment of the Official List was suspended on 28 March 2017. The listing is expected to be cancelled on or about the date of the General Meeting and thereafter, an application will be made for that listing to be restored, which is anticipated to take place on or about 25 April 2017.

The Company also intends, subject to regulatory and Court approval, to cancel the share premium account of the Company that currently exists in relation to the Ordinary Shares, as well as the share premium account that will be created on the issue of the Ordinary Shares pursuant to the Offer and the Consideration Shares. This cancellation will increase the reserves of the Company which may be treated as distributable, which can be used, among other things, to fund the Company’s payment of dividends. Accordingly, Resolution 3 set out in the notice of General Meeting deals with this proposed cancellation.

The Company is also taking the opportunity to change its name to "Vordere plc" as set out in Resolution 4.
Posted at 29/3/2017 07:12 by cufes2
29 March 2017

Acorn Growth Plc

("Acorn" or the "Company")

Notice of General Meeting

The Company has today published a circular (the "Circular") convening a shareholder general meeting (the "General Meeting") to be held at No. 1, London Bridge, London SE1 9BG at 10.00am on 24 April 2017 at which resolutions will be put to Shareholders to approve the issue of further shares in the Company, the cancellation of the share premium account of the Company and a change in name of the Company.

Copies of the Circular are available on the Company's website at www.acorngrowth.co.uk and will shortly be submitted to the National Storage Mechanism and available for viewing online at the following website: www.morningstar.co.uk/uk/NSM
Posted at 30/9/2016 16:37 by yogaboy
I'm still trying to unpick the logic and the reasoning behind the sequence of events here. The cart seems to be ahead of the horse for no reason that I can see.

The "norm" is to identify a deal, value it, announce it and issue shares to raise the funds (open offer, subscription, rights, whatever). Note the issue price depends on the prevailing share price at the time.

In this case, the company invites investment of £10million in the Offer shares with no deal announced. Until a deal is announced, no-one will buy those Offer shares (unless they already know about it). Given that £10million of shares are for sale at 15p, the share price is now effectively capped at 15p.

Once a deal is announced, it will be funded (up to £10million) by issuing Offer shares at 15p. Perhaps it is just that - a share price calming mechanism. Whose interest does that serve?

There must be a good explanation, but it eludes me.
Posted at 29/9/2016 18:50 by hedgehog 100
Some extracts from ACO's prospectus yesterday:

"… This Document comprises a prospectus relating to Acorn Growth Plc, …

It is expected that the admission of the Ordinary Shares being issued pursuant to the Initial Issue will become effective, and that dealings in those Ordinary Shares will commence at 8.00 a.m. on 3 October 2016, and in respect of the Offer Ordinary Shares within two business days of allotment.

There is no minimum subscription under the Offer and the Offer is not underwritten. Accordingly, Ordinary Shares validly applied for under the Offer will be issued within two business days of receipt thereof and admission of and dealing in such shares is expected to be within two business days of allotment. …

ACORN GROWTH PLC
(registered in England and Wales under the Companies Act 2006 with number 07892904)
Issue of up to 83,184,445 Ordinary Shares at an issue price of £0.15 per Ordinary Share, comprising an Initial Issue of 16,517,778 Ordinary Shares and a further offer of up to 66,666,667 Ordinary Shares …

The Company proposes to raise up to £12,477,666.70 overall, having raised £2,477,666.70 in the Initial Issue and proposes to raise up to £10,000,000 through the Offer. The estimated net proceeds of the Initial Issue and the Offer, post expenses, assuming the Offer is fully subscribed, are approximately £12,417,600.

The total costs of the Initial Issue and the Offer payable by the Company are
estimated to be approximately £60,000 (inclusive of irrecoverable VAT). …

Ordinary Shares are being issued at 15p per Ordinary Share. Completion of the allotment and issue of the Initial Issue Ordinary Shares, is conditional upon the Ordinary Shares being admitted to trading, expected to take place at 8.00am on 3 October 2016.

The Offer will be open for eleven months and two weeks following the date of this document, unless the Directors, at their discretion, determine to close it at an earlier date.

It is expected that admission will become effective and that unconditional dealings will commence on the London Stock Exchange at 8.00 a.m. on 3 October 2016 in the case of the Initial Issue Ordinary Shares and within two business days of allotment in respect of the Offer Ordinary Shares. …

28 September 2016 …"




Assuming full subscription, ACO will have about £13.6M. cash, less spending since 31st. March.

That would be a huge amount for a shell.
Posted at 27/9/2016 18:32 by hedgehog 100
"Acorn Growth plc is a newly-established company incorporated under the laws of England and Wales.

Acorn Growth plc was admitted to the Standard List of the LSE in October 2012, the Directors of the Company intend to pursue investment opportunities in the mining, minerals & energy sectors, with consideration given to both conventional and alternative energy projects as well as mining & energy infrastructure projects.

It is envisaged that the company or project acquired for the acquisition will have an enterprise value up to £50 million.

Following completion of the acquisition, the Company’s business model will be to run the acquired company or project, making any necessary operational or structural changes in order to generate value for shareholders over the medium term.

The Company initially intends to acquire one company or project only but will review on an ongoing basis whether it is in the interests of the company or project acquired to pursue any add-on acquisitions or projects."




03/08/2016 14:30 UKREG Acorn Minerals PLC Subscription

"The Company is pleased to announce that it has entered into conditional agreements with a group of unconnected investors introduced by Peterhouse Corporate Finance, pursuant to which such investors will subscribe in cash for 16,517,778 new ordinary shares in the capital of the Company (Subscription Shares) at 15p per share (Subscription Price) to raise gross proceeds of GBP2,477,666.70 (Subscriptions).

On issue, the Subscription Shares will represent 53.62% of the issued share capital as enlarged by the Subscription Shares.

The Subscription Price stands at a 71.43% premium to the closing middle market price of an ordinary share in the capital of the Company on 2 August 2016, being the latest practical date before the date of this announcement.

Completion is scheduled to take place on or before 30 September 2016 or such later date as the parties may agree. On completion the existing directors will resign and be replaced by directors nominated by the investors.

Completion of the Subscriptions is conditional upon:

-- evidence satisfactory to the investors as to the passage of resolutions at a general meeting of the Company to authorise the allotment and issue of the Subscription Shares;

-- evidence satisfactory to the investors of a prospectus relating to the issue of the Subscription Shares having been approved by the FCA; and

-- aggregate subscription monies being received by of not less than GBP2,477,666.70 (such sum having been deposited prior to exchange of the subscription agreements).

Further details will be provided in due course in a shareholder circular and in the prospectus."




"LETTER TO SHAREHOLDERS
AND NOTICE OF ANNUAL GENERAL MEETING"

"... Date: 1 September 2016

To: holders of Ordinary Shares

Dear Shareholder

I am pleased to invite you to this year’s annual general meeting (AGM). The AGM will be held at 1.00p.m. on Monday 26 September 2016 at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG. Full details of the resolutions of the meeting and how to attend are set out in the attached Notice of AGM.

This year, in addition to the resolutions that have been proposed to approve the accounts and the directors’ remuneration report; re-elect a director retiring by rotation; and reappoint the Company’s auditors and authorise the directors to fix their remuneration, the Company proposes a number of additional resolutions designed to allow the Company to broaden its strategy, as follows:

1. Sector focus and change of name

The profile of the proposed target of the Company for its first acquisition has, to date, been a company, business or project in, but not limited to, the mining and minerals sectors. The board now considers it appropriate for the Company to broaden its focus to include targets in energy, infrastructure and real estate in addition to the mining and minerals sectors. Accordingly, pursuant to Resolution 6 as set out in the Notice of AGM, it is proposed that the Company now adopt a wider sector focus, and pursuant to Resolution 7, change its name to a name that more fully and accurately reflects such broader strategy, namely “Acorn Growth plc.”

2. Share authorities

As announced by the Company on 3 August 2016, the Company has entered into subscription agreements with a number of investors pursuant to which it is proposed that 16,517,778 ordinary shares of 2p each in the capital of the Company (Ordinary Shares) be issued to such investors at 15p per share (Subscription Agreements).

The Subscription Agreements contain a number of conditions, including the passing of the necessary authorities for the issue of the Ordinary Shares to the subscribers. Accordingly, the Company proposes to obtain authority from shareholders for the directors to allot and issue the relevant Ordinary Shares pursuant to the Subscription Agreements.

In addition, it is proposed that the directors now be granted greater flexibility to allot and issue Ordinary Shares whether for working capital purposes, as consideration for any acquisition made by the Company, or otherwise.

Accordingly, pursuant to Resolutions 5 and 8 as set out in the Notice of AGM, it is proposed that the directors of the Company be given authority to allot and issue a total of £2,000,000 in nominal value of Ordinary Shares, including the Ordinary Shares to be issued pursuant to the Subscription Agreements, and pre-emption be disapplied in respect of the same amount in nominal value of Ordinary Shares, representing, assuming all such shares are issued, and taking into account the 14,288,005 Ordinary Shares in the capital of the Company currently in issue, 87.5% of the issued share capital of the Company.

Your Directors are of the opinion that all resolutions which are to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and therefore unanimously recommend that you vote in favour of the resolutions, as they intend to do in respect of their own holdings in the Company, representing approximately 11.2% of the existing issued share capital.

Yours faithfully

Anthony Brennan
Executive Chairman ..."




Closing share price 27.9.16: 15.75p
Market: Main Market
Exchange market size 3,000
Posted at 08/9/2016 20:03 by hedgehog 100
The 15p placing price should be seen in the context of the share price of just below 9p at the time, making it a 71% premium.
Because it's an indication of much greater value here than 15p.

It could be that the company wanted to raise funds at 20p, the IPO price, but were advised that a premium of nearly 130% would be challenging.
Resulting in a compromise at 15p.

But it will still give ACO nearly 12p per share of cash, after fundraisings at 20p and 15p.
And you'd expect the share price to trade at a premium to the price paid by large investors, as they're funding the company, and have less liquidity.

With the main market listing (which is worth far more than AIM), the years of work, the financial and dealmaking power of the insiders here, and the indications of a near-term deal, then the current share price of 17.75p looks great value.
Posted at 08/9/2016 16:36 by hedgehog 100
Polly,

That's a very short-term timeframe now: the AGM is just two weeks on Monday.
I think that the AGM and its resolutions are the next thing on the agenda here, and I can't believe that ACO will be suspended in the interim.

Further out it's less clear cut, but I still don't have the impression that there will be a suspension here in the short-term, so if there is one, it will probably be very brief.

But a RTO suspension is usually a very positive event if the RTO goes through, as it generally adds significant value.

A recent example is VLOX, which returned to the market as VLTY at the end of June after a RTO priced at five times the suspension price: which was a real gain, not just down to a share price consolidation.

In fact buying in just ahead of a suspension can be a good strategy if you expect a positive outcome, as the share price can be depressed beforehand by investors who don't want to be locked in, and/or are unsure of the outcome, creating a buying opportunity.

Only yesterday for example the biggest riser was OPP (Origo Partners), up over 800% on its first day back from suspension.

And just the potential of a suspension can create such an opportunity, even if the suspension doesn't actually happen.

E.g. in May 2014 ONE was suspended for a RTO, and returned a month later as BOOM at double the price.
Posted at 03/9/2016 15:51 by hedgehog 100
57 ACO trades yesterday, volume of 836,765 shares traded, and fifth on the top risers board (up 22.73% to 16.875p).

ACO's letter and AGM notice has clearly gone done well with investors.

"LETTER TO SHAREHOLDERS
AND NOTICE OF ANNUAL GENERAL MEETING"

"... Date: 1 September 2016

To: holders of Ordinary Shares

Dear Shareholder

I am pleased to invite you to this year’s annual general meeting (AGM). The AGM will be held at 1.00p.m. on Monday 26 September 2016 at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG. Full details of the resolutions of the meeting and how to attend are set out in the attached Notice of AGM.

This year, in addition to the resolutions that have been proposed to approve the accounts and the directors’ remuneration report; re-elect a director retiring by rotation; and reappoint the Company’s auditors and authorise the directors to fix their remuneration, the Company proposes a number of additional resolutions designed to allow the Company to broaden its strategy, as follows:

1. Sector focus and change of name

The profile of the proposed target of the Company for its first acquisition has, to date, been a company, business or project in, but not limited to, the mining and minerals sectors. The board now considers it appropriate for the Company to broaden its focus to include targets in energy, infrastructure and real estate in addition to the mining and minerals sectors. Accordingly, pursuant to Resolution 6 as set out in the Notice of AGM, it is proposed that the Company now adopt a wider sector focus, and pursuant to Resolution 7, change its name to a name that more fully and accurately reflects such broader strategy, namely “Acorn Growth plc.”

2. Share authorities

As announced by the Company on 3 August 2016, the Company has entered into subscription agreements with a number of investors pursuant to which it is proposed that 16,517,778 ordinary shares of 2p each in the capital of the Company (Ordinary Shares) be issued to such investors at 15p per share (Subscription Agreements).

The Subscription Agreements contain a number of conditions, including the passing of the necessary authorities for the issue of the Ordinary Shares to the subscribers. Accordingly, the Company proposes to obtain authority from shareholders for the directors to allot and issue the relevant Ordinary Shares pursuant to the Subscription Agreements.

In addition, it is proposed that the directors now be granted greater flexibility to allot and issue Ordinary Shares whether for working capital purposes, as consideration for any acquisition made by the Company, or otherwise.

Accordingly, pursuant to Resolutions 5 and 8 as set out in the Notice of AGM, it is proposed that the directors of the Company be given authority to allot and issue a total of £2,000,000 in nominal value of Ordinary Shares, including the Ordinary Shares to be issued pursuant to the Subscription Agreements, and pre-emption be disapplied in respect of the same amount in nominal value of Ordinary Shares, representing, assuming all such shares are issued, and taking into account the 14,288,005 Ordinary Shares in the capital of the Company currently in issue, 87.5% of the issued share capital of the Company.

Your Directors are of the opinion that all resolutions which are to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and therefore unanimously recommend that you vote in favour of the resolutions, as they intend to do in respect of their own holdings in the Company, representing approximately 11.2% of the existing issued share capital.

Yours faithfully

Anthony Brennan
Executive Chairman ..."




The passing of the AGM resolutions will fulfil the first of the conditions for the subscription, as per the 3rd. August RNS, but remember that there are also two others:

"Completion is scheduled to take place on or before 30 September 2016 or such later date as the parties may agree. On completion the existing directors will resign and be replaced by directors nominated by the investors.

Completion of the Subscriptions is conditional upon:

-- evidence satisfactory to the investors as to the passage of resolutions at a general meeting of the Company to authorise the allotment and issue of the Subscription Shares;

-- evidence satisfactory to the investors of a prospectus relating to the issue of the Subscription Shares having been approved by the FCA; and

-- aggregate subscription monies being received by of not less than GBP2,477,666.70 (such sum having been deposited prior to exchange of the subscription agreements).

Further details will be provided in due course in a shareholder circular and in the prospectus."




The prospectus and circular are still awaited, but should be imminent if the 30th. September target date is to be met.
Posted at 09/7/2016 20:40 by hedgehog 100
A couple of months ago ACO had a significant overhang, but for which the recent spate of buying would probably have driven the share price much higher.

This overhang is now gone, although there is intermittent selling which is keeping the share price down for the moment.

Bearing in mind that some holders have been in this shell for nearly four years, it's hardly surprising that some may wish to take advantage of relative decent liquidity here recently to sell a few.

Over the years though I've seen multiple cases where large private investors (who can be very impatient) and institutions have sold at the bottom shortly before a share multibagged.
Buying is usually a better indicator of attractiveness, because people sell for many reasons, whereas buyers usually only buy because they think that it's a good investment ... and they have thousands of alternative shares to choose from.


Here's some extracts from another old post on this thread which is worth revisiting (note that the figures given are now obviously different ... not least the share price - currently 9.375p):

jumbone 19 Apr'15 - 11:04 - 70 of 222 2 0

"... Having said that, from connections arise RTO opportunities

Objectively I would analyse ACO as this...

>> Cash on hand on 30 Sept 2014 with them was = £1,270,381

>> Total Shares in issue being = 14,288,005

>> The Cash on hand per each share = 8.89 Pence

>> Current share price = 15.75 Pence

>> share price Premium = 6.86 Pence

>> share price Premium Percentage = 43.55%

>> I would attribute this premium due to clean management, them not having to dilute ACO for their salary & expenses, because of the management's associations with NHO, PHE, VELA, and several other from whom they are compensated.

>> However, these premiums would become insignificant, if and when they bring in a credible, viable, promising corporate entity into the equation. ...

>> In addition, there seem to be similar happenings both here and in ASX, where, coincidentally significant amount of shares is owned the very same 2 persons

>> The recent history of trading pattern here clearly indicates a penchant for clean shells, where the share price has risen in some to up to nearly 10 time.

>> In view of that recent history and these unusual trading pattern, I would rather be in to reap the astronomical benefits by taking a very tiny risk"
Posted at 08/6/2016 23:43 by phil1969
Hedge, you are right to point out its not as straight forward as Ssinachi makes it look to 25 bag.

But most RTOs do result in the original shareholders of the shell being rewarded for their investment and patience. Directors are normally large holders and in the case of ACO haven't been paid over the last 4 years while they search for a suitable acquisition or RTO

Normally a fundraising is also required which is the whole point in the new coming wanting to reverse into the shell but if it is a main listed company (ACO is main listed), less destructive financing options are available than AIM stocks leaving existing shareholders with a bigger slice.

The company was set up with investors money at 20p they will expect a return on that investment.

A good example is SEN, the last RNS states existing shareholders will get approx 15% of enlarged group.
At closing mcap (£1.15m),this means the new company must be worth £7m just for existing shareholders to break even.
But the business they are looking to reverse in could easily command a £30-£50m valuation. Giving a 5-7 bagger for those in just before suspension.

ACO is of a similarly tiny mcap, main listed, directors and early investors
still in, director buying in November.

ACO share of the enlarged company may be a fraction of the total group but 8 times out of 10, the Mcap and share price of new company means original shareholders will see a good return, normally many bags.

ACO has been as high as 35p on speculation of acquisition alone so plenty of upside.

Shells setup to take advantage of low oil prices in the hope of bagging a distressed producer/explorer have also had better offers from the tech and biotech sectors.
One to watch, suspension normally comes with any announcement made so it is normally a speculative buy and hold because you're locked out until the deal has gone through.

The sudden increase in volume and share price has me thinking we won't need to be holding too long before a deal is announced as has been the case with the last few shells to announce their intentions.
Acorn Growth share price data is direct from the London Stock Exchange

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