The Proposals On 28 March 2017, the Company announced that it had entered into letters of intent and is in advanced negotiations to acquire four properties in Germany (the Properties), predominantly for residential development purposes, as the Directors believe there is a significant imbalance between the demand for and supply of housing in Germany. The Properties have an aggregate residual value of €19,190,000 as supported by an independent valuation received by the Company. It is proposed that the Properties are to be acquired in consideration for the issue of Consideration Shares at a price of 17 pence per Consideration Share. The aggregate purchase price for the Properties is €19,190,000, and the number of Consideration Shares to be issued will be calculated on the basis of the exchange rate prevailing on the Business Day immediately prior to completion of the Acquisition. On the basis that it is unknown at present how many Consideration Shares will be issued and allotted pursuant to the Acquisition, the Company is seeking Shareholder authority to allot up to 117,647,059 Consideration Shares.
The Directors also intend to raise further cash through a share offer of up to £9,000,000, and an over allotment facility of up to a further £9,000,000 (Offer) to fund the development of the Properties and the acquisition of additional properties or sites in Germany suitable for residential development with a view to generating value for Shareholders over the long term. These Ordinary Shares will be allotted at a price of 17 pence per Ordinary Share pursuant to the Offer.
Accordingly, the Directors intend to use the proceeds of the Offer (i) to fund certain costs and expenses payable in connection with the Acquisition, (ii) to fund the development of the Properties, (iii) to fund the acquisition and development of additional properties and (iv) for general corporate purposes.
Given the size of the Acquisition, and the relatively modest size of the Company, the purchase of the Properties, both individually and collectively, represents a Reverse Takeover under the Listing Rules and, as a consequence, it was announced that the Company's existing listing on the standard segment of the Official List was suspended on 28 March 2017. The listing is expected to be cancelled on or about the date of the General Meeting and thereafter, an application will be made for that listing to be restored, which is anticipated to take place on or about 25 April 2017.
The Company also intends, subject to regulatory and Court approval, to cancel the share premium account of the Company that currently exists in relation to the Ordinary Shares, as well as the share premium account that will be created on the issue of the Ordinary Shares pursuant to the Offer and the Consideration Shares. This cancellation will increase the reserves of the Company which may be treated as distributable, which can be used, among other things, to fund the Company’s payment of dividends. Accordingly, Resolution 3 set out in the notice of General Meeting deals with this proposed cancellation.
The Company is also taking the opportunity to change its name to "Vordere plc" as set out in Resolution 4.|
|29 March 2017
Acorn Growth Plc
("Acorn" or the "Company")
Notice of General Meeting
The Company has today published a circular (the "Circular") convening a shareholder general meeting (the "General Meeting") to be held at No. 1, London Bridge, London SE1 9BG at 10.00am on 24 April 2017 at which resolutions will be put to Shareholders to approve the issue of further shares in the Company, the cancellation of the share premium account of the Company and a change in name of the Company.
Copies of the Circular are available on the Company's website at www.acorngrowth.co.uk and will shortly be submitted to the National Storage Mechanism and available for viewing online at the following website: www.morningstar.co.uk/uk/NSM|
|28 March 2017
Acorn Growth plc ("the "Company")
The Directors of the Company are pleased to announce that the Company has entered into letters of intent to acquire, subject to contract, several properties in Germany in accordance with its published investment strategy (the "Acquisition"). The vendors of those properties are: Dolphin Capital 112 Projekt GmbH & Co. KG; Dolphin Capital 192 Projekt GmbH & Co. KG; Dolphin Capital 126 Projekt GmbH & Co. KG; and Dolphin Capital 214 Projekt GmbH & Co. KG
The Acquisition is subject, inter alia, to the completion of due diligence, documentation and compliance with all regulatory requirements, including the Listing and Prospectus Rules.
The negotiations may or may not lead to a completion of the Acquisition.
Suspension and Application for Listing
Given the size of the Acquisition, if it proceeds, it will constitute a Reverse Takeover under the Listing Rules and, accordingly, at the Company's request the listing of its ordinary shares has now been suspended
The Company is also proposing to make an offer to the public of ordinary shares ("Offer") of up to £9,000,000 with the possibility of an additional £9,000,000 pursuant to an over allotment facility.
If the Acquisition proceeds the Company will publish and send to shareholders a prospectus and circular in relation to the Acquisition and Offer and will, in due course, be making application for the enlarged Company to have its ordinary shares admitted to the standard segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange.
The Company will update shareholders as the matter progresses.|
|Like the hedgehog who started this thread, Acorn has had a long winter hibernation. It's starting to stir now - yesterday and today have seen the first buys of the year! Do they know something....|
|Oh dear, lack of news and the price continues to drift downwards.|
|I have no more idea than anyone here kvt, the four major shareholders have given no clue as to their intentions. However, their recent appointment of two new directors and a broker suggests that they're not sitting still.|
|Lol, very true...
I'm struggling to see a common denominator with Hofgren and Johnson that may offer a suggestion as to their plans? Any thoughts yogaboy|
|More ducks getting in line...|
|AUR is valued at three times ACO with less liquid assets . . .|
|Okay, so now we know who they are. Looking forward to seeing the plans.|
|This is a clean shell valued around cash with some serious new directors who have a wealth of experience and contacts in finance and business around the world . . .|
|15 November 2016
Acorn Growth Plc (the "Company")
The board of the Company is pleased to announce the appointment of Nicholas Walton Hofgren and Graeme Scott Johnson as directors of the Company with immediate effect. Graeme Johnson is a director of The Mint Corporation, a corporation listed on the TSX Venture Exchange, and has been a director of such corporation since 31 July 2014. There are no additional matters requiring disclosure under Rule 9.6.13 of the UK Listing Rules in respect of these appointments.
The Company also announces the resignation of Anthony Brennan and Charles Goodfellow as directors of the Company with immediate effect. The board thanks Charles and Anthony for their considerable contribution to the Company during their time as directors
Hofgren has worked in international finance since 1989, working in North America, Latin America, Russia and the UK. He has dealt primarily in private equity partnerships, capital raising, investment and fundraising campaigns in the European Middle Eastern and African territories for various financial organisations including: JP Morgan Chase, Bank of America, Brunswick Capital Partners and ALTA International.
He is currently co-founder of Westly House Partnership, a privately held partnership providing capital raising support to private equity and real estate firms, a company he formed with Christopher Jackson in 2008.
Mr. Graeme Scott Johnson serves as the President of Granite & Pine Investments. Mr. Johnson is employed at Kensington Investment Management, Inc. He is also Founder of Abu Dhabi Earth Observation Systems Limited. He served as Managing Director of Cordiant Capital Inc. He served as Managing Director at Kensington Capital Partners Limited, Deutsche Asset Management Inc. and Deutsche Bank AG, Investment Arm. He served as the Managing Director and Head of Europe in the Private Equity Funds Group at Deutsche Bank Group in London, U.K. While at Deutsche Bank, Mr. Johnson was responsible for private equity fundraising, structuring, and investment activities in Europe and the Middle East. He served as Head of Business Development and Member of LGT Private Equity Investment Team at Castle Private Equity AG. Prior to being at Deutsche, he worked in similar capacities at Adveq Management AG and LGT Capital Partners and as a Director in the Private Equity Funds Group at AXA Investment Managers. Mr. Johnson served as a Director of Investment Banking at CIBC Wood Gundy Inc. and CIBC World Markets, Inc. He began his career as an Auditor with KPMG in Germany. For more than 15 years since graduation, he has lived, worked and invested on four continents as a private equity fund investor, co-investor, and corporate executive. He serves as a Director of Abu Dhabi Earth Observation Systems Limited. He has been an Independent Director of The Mint Corporation since July 05, 2014. Mr. Johnson is also a pro-bono Member of the Board of Directors of the Quebec City Conference as well as Co-President of its Global Investment Forum. He is a C.F.A. Mr. Johnson received an M.B.A. from the Harvard Business School in 1995 and a B.A. from the University of Western Ontario in 1991.|
|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
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
|So, three months after the announcement that got us all excited, convinced there must be a deal on a table somewhere, the continuing lack of news sees the share price sliding back to where it was.
Yes, I'm in at 10p, so still showing a profit, but also yes, I'm kicking myself for not selling up and walking away at 20p+. The old adage "it's never wrong to take profit" was never more clearly illustrated than here.
What was it all about then?|
|If the offer is fully subscribed this will have about 14p per share cash, up from about 12p per share cash at the moment.
But what's more interesting is what they're going to do with it.
When will we find out? No way of knowing. It could be on Monday, or it could be weeks.
But when this moves it can move very quickly, so it could be risky to be out.
At 13.125p this looks like a great buying opportunity.
'A watched pot never boils' though, so I think I will take a break from watching for a while!|
|CuFeS2....I mean why else would investors come along when the share is trading at 8p and pay a 70% premium to acquire the company...its obviously because they knew it would trade at 1p.|
|It has a main market listing and is sat on a pile of cash roughly equivalent to it's current market cap . . . But apart from that there's no reason why this AIM share won't go to 1p . . .|
|it is really.theyre all pinksheets.|
|This isn't AIM though|
AIM always sells off.
usually eventually to around 1p.sometimes takes a few yrs though.|
|Any ideas why all this selling off?|
|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.|
|Has anybody any inclinations or ideas at to why its been so quiet this week? Is it a matter of going through the bureaucratic motions before anything is announced? Correct me if I'm wrong here somebody, but does the removal of pre emptive rights elude to the possibility of the shares already being exchanged for a target?|
|Come on, ACO Directors, tell us your plans. At least identify yourselves!|
|Good find Hh100, I notice that Jason Peterson, also CPS Capital Pty, has a rather chunky 20m shares (about 8.4% iirc) in NHO. Wheels within wheels...|