TXO Plc Share Discussion Threads

[billyf3] 11/3/2016 23:53

5. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
It is proposed that the Company does not need to continue as a public limited company and should be re-registered as a private company. The Company has been a public company because it has been listed on AIM and its status has been dictated by the need to remain as a public company to accommodate the requirements of AIM and the need to maintain public company status for further issues of shares and other technical considerations.

AND THE LAST LINE COMPLETE MESSAGE.

[billyf3] 11/3/2016 23:51

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take you should consult a person who specialises in advising on the acquisition of shares and other securities and who is authorised under the Financial Services and Markets Act 2000 (as amended) (“FSMA”).
CLEAN TECH ASSETS PLC (Incorporated in England and Wales under the Companies Act 1985 with registered number 02398784)
Proposals for Re-Registration as a Private Company Notice of General Meeting
The notice convening the General Meeting (“GM”) of the Company to be held at Red Squirrel Brewing Co., Unit 24 Boxted Farm, Berkhamstead Road, Potten End, Hertfordshire HP1 2SG on 30th March 2016 at 12 noon is set out at the end of this document. A Form of Proxy for use at the meeting is enclosed, and should be completed and returned to the Company’s registered office at 37 Billing Road, Northampton NN29 7SJ as soon as possible and, in any event, so as to arrive not later than 9am Tuesday 29th March 2016.
If you have sold or transferred part of your holding of Ordinary Shares in Clean Tech Assets Plc, you should retain this document. If you have sold or otherwise transferred all your Ordinary Shares, please send this document and the accompanying Form of Proxy at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
LETTER FROM THE CHAIRMAN (Registered in England and Wales with number 02398784)
Directors: Registered Office: Tim Baldwin (Executive Chairman) 37 Billing Road, Christopher Foster (Non-Executive Director) Northampton NN1 5DQ
9th March 2016
Dear Shareholder,
Proposals for: Re-registration as a Private Company and Notice of General Meeting
Introduction
A General Meeting of the shareholders of the Company (the “GM”) has been convened to be held at Red Squirrel Brewing Co., Unit 24 Boxted Farm, Berkhamstead Road, Potten End, Hertfordshire HP1 2SG on 30th March 2016 at 12 noon for the purpose described in this letter. A Notice of Meeting is also included with this Letter
The Company continues to operate as an investment company with a portfolio of shares in unlisted companies with the prospect of participation in projects that have been under development for some time.
The Company’s shares were originally listed on AIM (formerly the Alternative Investment Market, a sub market of the London Stock Exchange) but delisted in March 2015. JP Jenkins were then engaged to provide a matched bargain market for the Company’s shares.
Your directors have considered the various securities markets on which the Company’s shares might be listed. In the past the Company’s strategy has included the issue of its shares in exchange for the acquisition of investments in companies in which the Company was to participate as an investor. The continued availability of a listing for the Company’s shares has been a significant factor in the implementation of the Company’s investing strategy. The directors have accordingly considered applying for the Company’s shares to be listed on other comparable securities markets in order to maintain a market value that can be attributed to its shares.
Your directors have determined that there is no realistic prospect at present that the Company will be able to join a securities market that has the scale and the measure of liquidity that would enable the Company to continue its investment strategy on the same footing as in the past. The Company does not at present have the capacity to seek admission to these markets, either by satisfying the relevant criteria or in terms of the costs to be incurred in seeking admission to these markets.
These practical considerations have combined with the perception that the particular projects and opportunities that the Company has been engaged in developing are not dependent on the continued listing of the Company’s shares. Your directors have reason to believe that quite apart from the absence of a viable listing of its shares, the Company’s role as an investing company may no longer be limited to the use of the securities markets. At present the directors are considering the development of the Company’s investing strategy to include sources of funding other than the capital markets.
The Company holds shares and securities of a number of companies within its investment portfolio. It is the directors intention that these securities will be realised when suitable opportunities arise or otherwise when a favourable value can be achieved. As the Company’s shares are no longer listed, and there is no market in which the shares can be traded, the earning derived from the proceeds of sale of the Company’s investment portfolio will be distributed to shareholders when the Company is able to do so. The Directors will consider the appropriate measures to allow shareholders to benefit from the realisation of the Company’s present investment portfolio in the light of the changes to the strategy prompted by the cessation of the listing of its shares.
Re-registration as a private company
The Company’s shares are no longer traded, other than by matched bargain at JP Jenkins, and the need to retain its status as a public limited company is no longer a substantive requirement. The status as a public company involves additional administrative obligations and expenses that the Directors consider impose unnecessary burdens on the Company.
The General Meeting is being convened at which shareholders will be asked to approve a special resolution to effect the re-registration of the Company as a private company. A special resolution needs to be passed with the approval of a majority of at least 75 per cent of the votes cast at the meeting.
Application of the Takeover Code
The Takeover Code (“the Code”) applies to the Company and it will continue to do so notwithstanding the delisting from AIM and the re-registration of the Company as a private company. Under the Code, despite re-registration as a private company, which would otherwise cause the Code to be dis-applied, the fact that the Company has been listed on AIM will cause the Code to continue to apply for up to 10 years.
However, there is a further exception in that the Code continues to apply in the circumstances described above provided that the Company is considered by the Panel to have its place of central management and control in the United Kingdom. Should the location of the place of central management and control be considered by the Panel to be outside the United Kingdom, the Code would no longer apply. There are not at present any proposals that would involve moving the location of the Company’s central management and control.
Action to be taken
The Form of Proxy for use at the GM is enclosed with this document. Whether or not you intend to be present at the GM, you are requested to complete the Form of Proxy and return it to the Company’s registered address at 37 Billing Road, Northampton NN1 5DQ as soon as possible and, in any event, so as to arrive no later than 29th March 2016. The return of the Form of Proxy will not prevent you from attending the GM and voting in person should you so wish.
Recommendation
The Directors unanimously recommend that Shareholders vote in favour of all the Resolution to be proposed at the General Meeting, as they intend to do so in respect of their own shareholdings of 314,320 Ordinary Shares, representing 14.39%. of the shares entitled to vote on the Resolution.
Yours faithfully
Tim Baldwin Chairman
CLEAN TECH ASSETS PLC (Registered in England and Wales No. 02398784) NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that a General Meeting (“GM”) of the members of Clean Tech Assets Plc (the “Company”; or “CTA”) will be held at Red Squirrel Brewing Co., Unit 24 Boxted Farm, Berkhamstead Road, Potten End, Hertfordshire HP1 2SG on 30th March 2016 at 12 noon for the purpose of considering and, if thought fit, passing the following resolution as a special resolution.
SPECIAL RESOLUTION
THAT the Company be re-registered as a private limited company under the Companies Act 2006 by the name of Clean Tech Assets Limited.
BY ORDER OF THE BOARD
Tim Baldwin Executive Chairman
Registered Office:
Clean Tech Assets PLC, 37 Billing Road Northampton NN1 5DQ
NOTES:
1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company.
2. A Form of Proxy is enclosed for use at the GM. Please read carefully the instructions on how to complete the form. To be valid it must be received by post or (during normal business hours only) by hand to the Company’s registered address at 37 Billing Road, Northampton NN1 5DQ no later than 24 hours before the time appointed for holding the meeting.
3. The return of a completed proxy form or other such instrument will not prevent a shareholder attending the meeting and voting in person if he/she wishes to do so.
4. To be entitled to attend and vote at the meeting or any adjournment (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company 48 hours before the time appointed for holding the meeting or adjourned meeting. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
5. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
It is proposed that the Company does not need to continue as a public limited company and should be re-registered as a private company. The Company has been a public company because it has been listed on AIM and its status has been dictated by the need to remain as a public company to accommodate the requirements of AIM and the need to maintain public company status for further

[billyf3] 11/3/2016 23:49

Have you all seen the latest what next?

Description
Meeting Announcement - Vote

Notes

The Company has announced Notice of an Extraordinary General Meeting to be held on 30 March 2016.

To view the Notice in full, please copy and paste the below link into your web browser:


Submitting a vote:

If you wish to submit the same vote for all resolutions, you can elect using the options below by the deadline date, 18 March 2016 (e.g. Vote FOR - ALL Resolutions, Vote AGAINST - ALL Resolutions etc.)

IMPORTANT NOTE - if responding to this message, to enable us to identify and deal with your message in a more effective and timely manner, please ensure you use the following within the Subject field of your Secure Message: CORPORATE ACTION - 9305704 - Clean Tech Assets

Updated: 11-03-2016




Allocated holdings 0

Total cost of allocation 0.00




Please complete your allocations before 18/03/2016


Option

Allocation

Allocate all?


Do Not Vote
Vote FOR - ALL Resolutions
Vote AGAINST - ALL Resolutions
Vote ABSTAIN - ALL Resolutions

[sweet karolina] 10/3/2016 13:51

Glen,

I have replied to your e-mail. Keep in touch

[glenalmond] 10/3/2016 13:37

He's long been filtered, SK.

I only let him out of the box from time to time to see what his latest drivel is.

I haven't let him out my pocket since my 7877 post this morning.

[glenalmond] 10/3/2016 09:36

Strewth, what a load of balls you copy and paste lofuw. Can you not condense it down and make a valid point?

[sweet karolina] 08/3/2016 17:46

It seems the other business interests Tim is pursuing is spamming this thread.

Billy did you get a letter or something asking you to buy more shares? Could you scan it and send it to me: [e-mail]

The 1000 you see are the bonus warrants. They should have disappeared as past exercise date, but may be they have extended the exercise date again as no one exercised them.

[glenalmond] 08/3/2016 17:14

Ffs, I unlocked you to see if you had anything interesting to say ... same ol' pish so, back in the box you go.


lofuw
8 Mar'16 - 15:34 - 7870 of 7872 0 0 (Filtered)

[glenalmond] 08/3/2016 16:52

Yup, that CGNR stuff is all old hat. They were presenting in Toronto yesterday ... apparently.

Cheers and keep up the good work - I'll be in touch through the week.

G

[billyf3] 08/3/2016 16:08

Hi Sweet, Looks like i got 1000 free oh goody goody, this is what shows in my account anyway and yes they wanted you to buy more do they think we are totally stupid?

TXO PLC

4,000

0.00 GBP

0.00

3,892.79

-3,892.79

-100.00

0.00

TXO PLC WTS 30/06/15 (TO SUB FOR OR

1,000

0.00 GBP

0.00

0.00

0.00

0.00

0.00

[sweet karolina] 08/3/2016 15:11

Still on the case Glen. If you want to drop me a line I will update you on a few things.

I have never looked at CGNR, but there are a few bits here:

[glenalmond] 08/3/2016 14:49

Tim's exploits continue, I notice. WAC he is.

It's been a while SK - good to see you're still on Baldwin's case.

I wonder, do you know anything of this mob ...

hxxp://www.conroygoldandnaturalresources.com/

It has a similar boiler room reek to it.



Rgds.

BTW, the Florida guy never got back to me re Barge Martha ... quell surprise.

[sweet karolina] 08/3/2016 14:07

I note CTA have extended their accounting period so they do not have to get accounts out for another 6 months.

Could it be the ICAEW investigation into the last work of complete fiction is giving them a few headaches?



Alpha Prospects Plc, the investment management company focussed on companies with fast growth and/or recovery prospects, announces that Mr Tim Baldwin has stepped down from the Board with immediate effect, in order to concentrate on his other business interests.

Clearly those other business interests do not include getting the CTA annual report out. Or may be those business interests are actually about dealing with all the chickens coming home to roost after so many years of lining his pockets with shareholders' cash - I certainly hope so. Normally there is a load of BS along the lines of we would like to thank... Blah Blah. But clearly Alpha are glad to see the back of him.

Still no sign of an SH01 from exercise of bonus warrants on 31 Jan. Was there absolutely nobody stupid enough to pay £1 a share to exercise them?

What about SH01s for the free gift shares, we know billy applied for his. Did you get the shares Billy? Did they come with an exciting opportunity to put real money in to these exciting prospects?