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ACO Acorn Growth

10.125
0.00 (0.00%)
03 May 2024 - Closed
Delayed by 15 minutes
Acorn Growth Investors - ACO

Acorn Growth Investors - ACO

Share Name Share Symbol Market Stock Type
Acorn Growth ACO London Ordinary Share
  Price Change Price Change % Share Price Last Trade
0.00 0.00% 10.125 01:00:00
Open Price Low Price High Price Close Price Previous Close
10.125 10.125
more quote information »

Top Investor Posts

Top Posts
Posted at 04/11/2016 12:54 by nextlink
Patience is the key.
I have some regrets i didn't put more into Highway
Capital, which although currently suspended is
looking very exciting.
Whilst Acorn is looking a bust flush right now, this
is my take.
The new investors put real money in at 15 pence.
They are getting diluted in the event the second
subscription is fully subscribed.
Don't believe they are looking for private investors,
as only those who follow the markets closely would be
aware.
Current situation suggests private investors getting
the jitters and bailing.

So we will know soon.
Either a fully subscribed offer with some institutional investors appearing,
along with a new board.

Or I will be putting these in the bottom draw for better times and trying
to figure out what the angle was for the new investors.
Were they selling into the spike before the announcement.
Which seems unlikely given the modest trading even at the peak a few
months ago.
Posted at 15/10/2016 13:15 by nextlink
Pre Emptive Rights - Rights for existing shareholders to have first refusal on the issue of new shares by a company.
So removal allows the company to issue shares to new investors, existing shareholders
have no advantage, as they have in a rights issue.
Existing investors if they choose to apply and are allocated can avoid dilution.
So I do not believe this relates to any target company.
Posted at 05/10/2016 18:24 by hedgehog 100
Nextlink,

And expenses of only about £60K. to raise about £12.5M., which is under half of one per cent, supports your thesis.

As does the expected imminent replacement of the directors ... are they waiting until the offer closes?

Because the placing completed on Monday (3rd. October), and at that point the directors were supposed to resign:
"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."

And then there's the September rise and volume.

ACO figures for number of trades per month:

August 2015: 13
September 2015: 5
October 2015: 3
November 2015: 16
December 2015: 6
January 2016: 2
February 2016: 3
March 2016: 5
April 2016: 3
May 2016: 5
June 2016: 281
July 2016: 84
August 2016: 126
September 2016: 298



The big increase in volume in June was a precursor to good news, so the similar story in September should be sending a similar signal.

Retail investors might be able to participate in the offer, if they're quick, but probably not via their ISAs or SIPPs as this isn't an open offer or rights issue.
Posted at 05/10/2016 17:26 by nextlink
No Underwriters, no financial intermediaries.
Strikes me that this is a done deal, with institutional
investors in the wings.
May let a few private investors their full allotment.
Rather than risk it I just added to my holding at
the small premium to offer price.
Suspect offer will close very soon.
Posted at 05/10/2016 12:31 by yogaboy
Now that the Initial Issue has been completed, 66,666,667 Offer shares await a response from investors willing to subscribe £10,000,000 @15p. Investors, on the other hand, await news from the company that might entice them to subscribe.

Meanwhile the market has squeezed the offer down to 15.25 and the bid remains steady at 15.00.

This £10,000,000 Offer has to be all-or-nothing. Who would subscribe for a part when the market price is capped by the remaining overhang?
Posted at 01/10/2016 16:37 by yogaboy
I share your optimism Hedgehog, I really do, notwithstanding my annoyance at being unable to fathom the reasoning behind the sequence. The 15p placing of the Subscription Shares was a clear indication that the investors (i.e. the new effective owners for the time being, Heartwell, Tahir, Walters and DPFI, holding 53.62%) have a definite purpose in mind.

The current directors will resign by close of play on Monday, but of course they will retain their shareholdings and participate in whatever gains are on the way. Decisions will be made by the new BOD, nominated by the investors.

The new BOD will disclose the deal and the Offer shares will be subscribed to the full, releasing the share price from its ceiling. Assuming the investors don't participate in the Offer, their combined shareholdings will be diluted to 16.17%.

It does make some sense when looked at in those terms, to calm the share price for the Offer shares, if only for the time it takes to put the deal on the table. I think it will happen very quickly - maybe all by close of play Monday.
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 09/9/2016 16:17 by hedgehog 100
yogaboy 9 Sep '16 - 10:21 - 334 of 335 0 0
" ... RE conditional agreement - I think we're on the same wavelength here, I'm just trying to keep it real. That conditional agreement can still be scuppered by any one of the participants. To paraphrase my FD, "it's not a deal until ALL the conditions have been satisfied". ... "


YB,

I don't believe that the conditional placing agreement can be scuppered by the placees (even if they wanted to, which is unlikely), because they shouldn't be the ones in control of fulfilling the conditions.
And if the conditions are met, they have a contractual obligation to proceed.

But if the condition are met, why should they not wish to proceed? If they were keen to subscribe at 15p per share when the ACO market price was about 9p, then they should be even keener now that it is above 15p.

And remember that there are only three conditions, i.e.:

"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)."


The passing of the AGM resolutions (in just over a fortnight), which is a formality, takes care of the first condition.
The third condition is just a procedural element.
Which just leaves the approval of the prospectus by the FCA.

There will be apparently be a shareholder circular to accompany the prospectus:
"Further details will be provided in due course in a shareholder circular and in the prospectus."

This is indicative of a deal linked to the subscription.

And in my opinion this is in effect a done deal (i.e. terms in principle agreed, and due diligence done), in view of recent news, or we wouldn't have got to this stage.
I.e. the £2.5M. subscription, and imminent resignation of all the existing directors.
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 03/8/2016 15:02 by cufes2
3 August 2016

Acorn Minerals Plc (the "Company")

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.

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