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NEV Neville Porter

0.10
0.00 (0.00%)
31 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Neville Porter LSE:NEV London Ordinary Share GB00B1KKFP62 ORD 0.0444P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.10 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Capital Reorganisation , Issue of Equity and Company Voluntary Agreements

11/08/2008 2:55pm

UK Regulatory


    Neville Porter plc
                       ("Neville Porter" or the "Company")
                                        
                      Proposed Company Voluntary Agreements

11 August 2008

Further to the announcement made on 12 May 2008, the Board of the Company (the
"Board")is proposing Company Voluntary Agreements (the "CVA Agreements") for the
Company and its two subsidiaries (the "Group"), which will be put to an
extraordinary general meeting (the "EGM") of shareholders of the Company (the
"Shareholders") on 26 August 2008.

A CVA Agreement is a legally binding contract between an insolvent company and
its creditors.  The Company Voluntary Arrangement (the "CVA") is supervised by a
Licensed Insolvency Practitioner ("IP"); Antony Batty & Co. LLP will act as
supervisor.  The IP will inform all creditors of the Company (the "Creditors")
in advance of a Creditors' meeting, at which the Creditors will vote on a
repayment proposal, drafted by the IP (the "repayment proposal"). The repayment
proposal needs a 75 per cent majority (based on the value of the debts owed) to
be passed. Once it is passed, the Creditors will not be able to pursue debts in
the normal way. They must abide by the repayment plan in the repayment proposal.
The CVA procedure was established by the Insolvency Act 1986 to provide means
for the turnaround of financially troubled but viable small firms; it a very
flexible approach to an insolvent situation and can be tailor made to a
company's needs.

Proposals

The Board has considered the position of the Company and of its Creditors and
Shareholders.

The Board has been approached by Coran Investments Limited ("Coran"), a company
controlled by Leo Knifton and Nigel Weller (the "Proposed Directors"), with
proposals under which the Company is to be used as an investing company quoted
on AIM and the Creditors are to be offered new Ordinary Shares of 0.1p each in
the capital of the Company ("Ordinary Shares") in satisfaction of amounts owed
to them by the Company in order to eliminate the Company's indebtedness and
liabilities and provide it with the requisite solvency to conduct a CVA, to seek
a return to trading on AIM and to fund the associated working capital
requirements. The objective would be to enable Creditors and Shareholders to
recover some value by holding shares in an AIM quoted investment company.

Under the CVA, the Creditors will, in aggregate, be offered a total of 100,000
new Ordinary Shares, which will be divided among Creditors who make a claim
within three months of the date of the CVA being approved. The new Ordinary
Shares to be held by Creditors will represent approximately 13 per cent of the
enlarged ordinary share capital of the Company.

The Board believes that the restructuring of the capital of the Company (as
described below), combined with the implementation of the various proposals
outlined in the announcement (the "Proposals") would enable the Company to be
returned to trading on AIM with the prospect of being able to realise value for
Creditors and Shareholders as a result.  By implementing the Proposals, there is
a prospect that the Ordinary Shares, once returned to trading on AIM, may
achieve a value that could provide a better return than would otherwise be
available to Creditors and Shareholders.

Subscription for New Ordinary Shares

The Company has entered into an agreement with Coran and other new investors
(collectively the "New Investors") under which, subject to implementation of the
Proposals, 400,000 new Ordinary Shares will be issued to the New Investors at 1p
per share for a total subscription price of £4,000. Coran will hold 200,000 of
the new Ordinary Shares issued to the New Investors. The Company will,
conditional on the implementation of the Proposals, issue 50,000 new Ordinary
Shares to the IP and 50,000 New Ordinary Shares to Blomfield Corporate Finance
Limited ("Blomfield"), the Nominated Adviser of the Company at an issue price of
1p per share.

Convertible Loan

The Company would also require funding to be made available to enable it to meet
its working capital obligations. Accordingly, subject to the implementation of
the Proposals, Coran has agreed that it will subscribe £50,000 for convertible
unsecured loan notes 2013 of the Company ("Convertible Notes" or the "Loan")).
The Convertible Notes are to be interest free, unsecured and repayable on 31
July 2013. A redemption premium of 20 per cent of the principal amount is to be
paid by the Company on any balance of the Loan not converted into Ordinary
Shares within two years of the issue of the Convertible Notes shall have the
right to convert any amount of the Convertible principal amount of the
Convertible Notes at any time within two years from the date of issue of the
Convertible Notes into an aggregate amount of 5,000,000 new Ordinary Shares at
the exercise price of 1p per share.

The new Ordinary Shares to be issued on conversion of the Convertible Notes
(assuming full conversion) would amount to approximately 82 per cent of the
enlarged ordinary share capital of the Company, as increased by the issue
thereof. The Convertible Notes are freely transferable and may be transferred by
Coran to new noteholders who will then be able to exercise the conversion rights
attaching to the Convertible Notes.

Warrants

The Company has granted to Coran, conditional on the implementation of the
Proposals, 100,000 warrants for new Ordinary Shares to Coran. These warrants
carry the right to subscribe for new Ordinary Shares at an exercise price of
0.1p for each new Ordinary Share exercisable at any time within five years.

The Company has also granted to the IP, conditional on the implementation of the
Proposals, 320,000 warrants for new Ordinary Shares, each of which carries the
right to subscribe for Ordinary Shares at an exercise price of 0.1p for each
Ordinary Share exercisable at any time within five years.

The Company has also granted to Blomfield, conditional on the implementation of
the Proposals, 10,000 warrants for new Ordinary Shares, each of which carries
the right to subscribe for Ordinary Shares at an exercise price of 0.1p for each
Ordinary Share exercisable at any time within five years.

Business strategy of the Company following the Proposals

Assuming the Proposals are implemented, the strategy of the Proposed Directors
will be to seek suitable acquisition opportunities in the business services
sector in the United Kingdom. The Board believes that the Proposed Directors
have relevant experience in identifying and conducting such acquisitions. The
Proposed Directors believe that their broad collective experience in the
proposed sector, in acquisitions, accounting, corporate and financial management
together with their wide industry contracts will enable the Company to achieve
its objectives. Investment propositions will be considered when the Proposed
Directors consider that enhanced values may be achieved.

A particular consideration will be to identify investments where the Proposed
Directors believe that their expertise and experience can be deployed to
facilitate growth or unlock value. There is no limit in the number of projects
in which the Company may invest. The Proposed Directors will conduct initial due
diligence appraisals of potential projects and where they believe further
investigation is warranted they will appoint suitably qualified, and where
appropriate, independent persons.

The Proposed Directors intend to be involved and active. Accordingly, the
Company is likely to seek participation in the management of the board of
directors of a company in which the Company invests with a view to improving its
performance and use of its assets in such ways as should result in an increase
in the value of such a company. The Proposed Directors hope that the resulting
benefit would provide a satisfactory return to the Shareholders.

In the event no substantial acquisition is made within 12 months of the date on
which the trading assets of the Group were sold, namely 6 May 2008, in
accordance with the AIM Rules for Companies, trading in the Company's shares
will be suspended and if no reverse transaction is achieved in the following 6
months, cancelled.

Directors

David John Soley, David Neville Porter, Simon Walters, Brian Morton and Arthur
Sidney Baker (the "Directors") are to resign from office immediately following
the EGM. It is proposed that Leo Knifton and Nigel Weller are to be appointed as
new directors of the Company and resolutions to appoint each of them as
directors are to be passed at the EGM.

Each of the Directors who are to resign has agreed that they will have no claim
for compensation or otherwise against the Company.


Leo Ernest Vaughan Knifton, Non-Executive Director (Age: 54)

Leo started his career in the City in 1970 as a Stock Jobber and Market Maker
with Pinchin Denny. He became a Member of the London Stock Exchange in 1982 and
is a Fellow of the Securities Institute. In 1990 he formed Fort Knox Property
Services and later Proshore Financial Services Limited, developing the Proshore
business into a significant provider of mortgages and related financial
products. Leo became an Appointed Representative of Alfred Henry Corporate
Finance Limited in 2003 to develop a broad range of services to smaller listed
businesses specialising in restructuring and reverse acquisitions.

William Nigel Valentine Weller (Age: 59)

Nigel Weller began his City career in 1967, gaining a broad range of experience
in stockbroking and investment. He has held senior positions in Bisgood Bishop,
Morgan Stanley and James Capel and was a founder shareholder and managing
director of a brokerage, Javelin Securities. He is a member of the Securities
Institute and the Institute of Directors. He is an appointed representative of
Alfred Henry Corporate Finance Limited and a director of Alltrue Investments
Plc, which is traded on AIM, and its subsidiary Falcon Securities (UK) Limited,
a stockbroker. He has been instrumental in conducting a number of transactions
in which companies have been readmitted to AIM by means of a CVA, and have
subsequently made acquisitions of substantive businesses.

The Proposed Directors have specific experience of the sectors in which the
Company is proposing to seek acquisitions. They also have experience of making
acquisitions and they will use this experience to identify appropriate targets,
carry out due diligence and negotiate acquisitions. They will be able to call on
independent expertise in those sectors. They will not be drawing any
remuneration until the Company makes an acquisition.

In addition to directorship of the Company the Proposed Directors hold or have
held the following directorships or have been partners in the following
partnerships within the past five years.

Leo Ernest Vaughan Knifton, Non-Executive Director (Age: 54)

Current Directorships:             Previous Directorships:

Adeste Investments Limited         Applied Engineering Products Holdings Plc
Adeste Management Services Plc     Bezant Resources Plc
Adorian Plc                        Coms Plc
Alltrue Investments Plc            Falcon Securities Holdings Limited
Allura Plc                         Futuragene Plc
Aspartus Plc                       Information Exchange Limited
Award International Holdings Plc   Kudos Aviation Limited
Beaufort Europe Limited            Nostra terra Oil and Gas Company Plc
Beaufort International Group Plc   Specs and Lenses Limited
Beaufort Nominees Limited          Timestrip Plc
Bulawayo Limited
Caplay Plc
Corealm Limited
Debts Plc
Hanseatic & Baltic Properties Plc
Ican Nano Limited
I-Can Paint Europe (Nano) Limited
Invest Easy Limited
Laurence Limited
LP Hill Investments Limited
Phone World Com Limited
PNC Telecom Plc
Resurge Limited
Romanov Investments Limited
SBS Group Plc
Scatho Limited
Sim4travel Holdings Plc

William Nigel Valentine Weller (Age: 59)

Current Directorships:             Previous Directorships:

Adorian plc                        Applied Engineering Products Holdings Plc
Alltrue Investments Plc            Bezant Resources Plc
Aspartus Plc                       Futuragene Plc
Beaufort International Group Plc   Timestrip Plc
Beaufort Nominees Limited
Bulawayo Limited
Chalkwell Investments Limited
Corealm Limited
Falcon Securities Holdings Limited
Falcon Securities (UK) Limited
Hanseatic & Baltic Properties Plc
Ican Nano Limited
I-Can Paint Europe (Nano) Limited
Invest Easy Limited
Kleenair Systems International Plc
Laurence Limited
LP Hill Investments Limited
Montague Pitman Stockbrokers Limited
NWD Nominees Limited
Oakgate Limited
Ovidia Investments Plc
Phone World Com Limited
SBS Group Plc
Scatho Limited

Proposed Capital Reorganisation

It is proposed that, as a first step, the authorised share capital of the
Company is to be increased from £111,000 to £1,000,000 by the creation of
2,002,251,538 ordinary shares of 0.0444p each. Each of the 172,780,000 issued
ordinary shares of 0.0444p each in the capital of the Company are then to be sub-
divided into one ordinary share of 0.0001p and one deferred share of 0.0443p
each (the "Deferred Shares") credited as fully paid up. The ordinary shares are
then to be consolidated into 172,780 new Ordinary Shares of 0.1p each. The
2,079,471,538 unissued ordinary shares of 0.0444p each in the capital of the
Company are to be sub-divided into ordinary shares of 0.0001p before being
consolidated into 923,285,362 new Ordinary Shares of 0.1p each.

The Deferred Shares shall have the special rights, and shall be subject to the
restrictions, set out in the new articles of association of the Company (the
"New Articles of Association") which, it is proposed, will be amended pursuant
to the resolutions to be proposed at the EGM (the "Resolutions"). The Deferred
Shares will carry negligible value and will not be admitted to trading.

The Resolutions to carry out the proposed capital reorganisation (the Capital
Reorganisation") are to be put to Shareholders at the EGM. If the Proposals are
not approved by Shareholders it is likely that the Company will be subject to
insolvent liquidation as there are insufficient assets to repay the Creditors.
In this situation it is likely that there will be no return to Shareholders.

Adoption of New Articles of Association and Change of Name

It is proposed that New Articles of Association are adopted to replace the
existing articles of association in order to reflect the provisions of the
Companies Act 2006 and the Capital Reorganisation.  It is further proposed that
the name of the Company is to be changed to `LP Hill Investments Plc'.

A  circular  detailing the Board's proposals for the future of the  Company  and
convening an EGM has been sent to Shareholders.


For further information, contact:

Company

Neville Porter plc

Simon Walters                                 07714 237 523
Neville Porter                                07920 100 400

Broker

SVS Securities plc

Richard Morrison
Peter Manfield                                020 7638 5600

Nominated Adviser

Blomfield Corporate Finance Ltd

Nick Harriss                                  020 7489 4500


Antony Batty & Company LLP                    020 7831 1234

Michelle Barthel



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