Plutus PowerGen PLC Result of General Meeting & Further re Demerger (1170E)

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: [phone] 
  Charles Tatnall, Executive Chairman 
  James Longley, Interim CEO and Finance 
  Director 
               Allenby Capital ( Nominated Adviser and               Tel: [phone] 
                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: [phone] 
                PR) 
                Cosima Akerman 
 

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November 03, 2020 06:59 ET (11:59 GMT)