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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Aspen Energy | LSE:ACEP | London | Ordinary Share | GB00B17M5331 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.65 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:6106E Aspen Clean Energy PLC 15 June 2006 Embargoed: not to be released until 7.00am on 15 June, 2006 Aspen Clean Energy plc ("Aspen" or the "Company") Return of Capital Further to the annoucement on the 24 April 2006 the Company announces that the Directors are proposing to make a return of capital to Shareholders of #9,997,550. In order to effect this return of capital, the Directors propose to reduce the Company's share premium account by #8,997,795 and to reorganise and reduce the Company's share capital. A circular explaining the background to the proposals and how the return of capital is to be effected has been sent to shareholders. As part of the proposals the Directors are recommending that: (i) With effect from the Record Date, each existing Ordinary Share of 1p ("Existing Ordinary Shares") will be subdivided into 59 "A" Shares of 0.01p each and 41 "B" Shares of 0.01p each. The proposal is that this should take place after close of business on the day before the Court Hearing and that trading in the Company's shares will be temporarily suspended until after the Consolidation (referred to below) has taken place upon which new Ordinary Shares will be readmitted to AIM. Neither the "A" Shares nor the "B" Shares will be admitted to AIM and no share certificates will be issued in respect thereof. (ii) Subject to the approval of the Court, the capital of the Company will be reduced by the cancelling of the "A" Shares in consideration of the payment to Shareholders of 0.1p per "A" Share being 0.01p of nominal capital per "A" Share and 0.09p per "A" Share arising from a reduction of the Company's Share Premium Account ("Reduction of Capital"). (iii)Subject to the confirmation of the Court, the Company proposes to reduce its share premium account by #8,997,795 and to apply the reserve thus arising in payment of the 0.09p per "A" share to the holders of "A" shares in consideration of the cancellation thereof. (iv) Following the cancellation of the "A" Shares, every 100 "B" Shares created by the subdivision of the Existing Ordinary Shares in accordance with paragraph (i) above will be consolidated into one New Ordinary Share of 1p each. Fractional entitlements will not be allotted but will be aggregated and sold in the market and the net sale proceeds will be distributed amongst the members entitled to them provided that entitlements to less than #5 per holding may be retained and applied for the benefit of the Company. The effect of the Reduction of Capital and the reduction of the Share Premium Account will be as follows: For every Existing A Shareholder will receive 5.9p in cash and 0.41 of a New Ordinary Share: Ordinary Share (before ignoring fractional entitlements) Following the Reduction of Capital and the reduction of the Share Premium Account, there will be 69,474,500 New Ordinary Shares in issue. BENEFITS OF THE DIRECTORS' PROPOSALS Following the disposal of its sole trading subsidiary earlier this month, the Company has cash reserves of approximately #13.9 million, of which #1.1 million has been placed in an escrow account to cover any warranty claims that may arise from the disposal. The Company also has approximately #13,254,000 standing to the credit of its share premium account. The Directors believe it appropriate that a significant proportion of the Company's cash reserves should be returned to Shareholders. EXTRAORDINARY GENERAL MEETING The proposals require the approval of the Shareholders. Accordingly, an extraordinary general meeting ("EGM") has been convened to be held at 10.05am on 7 July 2006 (or such later time as the annual general meeting convened for the same day shall have concluded or been adjourned), notice of which is set out in the circular which has been sent to Shareholders. At this meeting special resolutions ("Resolutions") will be proposed to: (i) subdivide each Existing Ordinary Share into 59 "A" Shares and 41 "B" Shares; (ii) cancel the "A" Shares and repay the nominal value to Shareholders; (iii) reduce the Company's share premium account by the sum of #8,997,795 and pay holders of "A" Shares 0.09p per share; and (v) consolidate every 100 "B" Shares into one New Ordinary Share of 1p. Suspension of dealings, dealings, share certificates and settlement It is expected that trading in the Existing Ordinary Shares will be suspended at the close of business on 25 July 2006, depending on the final Court timetable. Application will be made for the New Ordinary Shares to be admitted to trading on AIM. Subject to the approval of the Court to the Reduction of Capital and the Reduction of the Share Premium Account, it is expected that dealings in the New Ordinary Shares will commence on AIM on 27 July 2006. CREST is a paperless settlement system enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument. The Directors will apply for the New Ordinary Shares to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in New Ordinary Shares following Admission may take place within the CREST system. For those holding their Existing Ordinary Shares in a CREST account at the Record Date, New Ordinary Shares are expected to be credited to the relevant CREST members' accounts on 27 July 2006, the Admission date. For those holding shares in certificated form at the Record Date, definitive share certificates for the New Ordinary Shares are expected to be despatched by 3 August 2006. Temporary documents of title will not be issued in respect of the New Ordinary Shares. Existing Ordinary Shares held in uncertificated form will be disabled in CREST on the Record Date. Aspen reserves the right to issue New Ordinary Shares to any or all Shareholders in certificated form if, for any reason, it wishes to do so. Cheques in respect of the return of capital to Shareholders are expected to be despatched on 3 August 2006 to all Shareholders, whether the Existing Ordinary Shares are held in certificated or uncertificated form. RECOMMENDATION The Directors consider that the above proposals are in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the EGM. The Directors and persons connected with them intend to vote in favour of the Resolutions in respect of their holdings, in aggregate, of 91,355,000 Ordinary Shares (representing 53.91 per cent. of the issued ordinary share capital of the Company. Proposed Timetable of Principal Events 7 July 10.00 am: Annual General Meeting 2006 10.05 am: Extraordinary General Meeting (or such later date as the Annual General Meeting shall have concluded or been adjourned) *25 July Last day of dealings in Existing Ordinary Shares 2006 *25 July 6.00 pm: Record Date 2006 *26 July 8.00 am: Dealings in Existing Ordinary Shares on AIM temporarily 2006 suspended *26 July Court Hearing to confirm Capital Reorganisation 2006 *27 July Delisting of Existing Ordinary Shares, Admission of New Ordinary 2006 Shares to AIM Crediting of CREST accounts with New Ordinary Shares *3 August Despatch of cheques to shareholders in respect of Capital Reduction 2006 and despatch of certificates in respect of New Ordinary Shares * these dates are provisional only and are subject to alteration in the Court timetable Enquiries: Aspen Clean Energy plc 07802 443910 Keith Smith John East & Partners Limited 020 7628 2200 David Worlidge/Simon Clements This information is provided by RNS The company news service from the London Stock Exchange END CARVZLFFQQBLBBV
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