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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 |
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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