Plutus PowerGen PLC Reduction of Capital approved by the Court (3873G)

TIDMPPG

RNS Number : 3873G

Plutus PowerGen PLC

24 November 2020

24 November 2020

PLUTUS POWERGEN PLC

("Plutus", the "Group" or the "Company")

Reduction of Capital approved by the Court

Plutus today announces that the Reduction of Capital required to effect the demerger of Plutus Energy Limited was sanctioned by the Court on 24 November 2020.

The Company expects to file the Court Order with Companies House once it has received the stamped version of the Court Order. The Reduction of Capital will become effective following Companies House completing the registration of the documentation relating to the Reduction Capital and this is expected to occur within approximately two weeks as Companies House is not offering a same day service due to the COVID-19 pandemic. The Reduction of Capital is expected to become effective between 25 November 2020 and 9 December 2020.

Completion of the Proposals remains subject only to the Demerger becoming effective and admission of the Placing Shares and Debt Capitalisation to trading on AIM.

Pursuant to the previously announced 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.

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. 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.

An updated timetable of events is set out below:

 
 
 
   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 
  Shares to trading on AIM*                                  8.00 a.m. on 
                                                             between and 1 
                                                             December and 
                                                             11 December 2020 
 CREST stock accounts to be credited for the Placing 
  Shares in uncertificated form*                             Between 1 December 
                                                             and 11 December 
                                                             2020 
 
   Dispatch of share certificates in certificated 
   form by no later than                                   18 December 2020 
 

Shareholders are reminded that unless the counterparties specifically agree otherwise, a buyer of the Company's Ordinary Shares ahead of the Ex-Dividend date will assume the benefit to the Plutus Energy Limited shares subject to the Demerger and a seller, ahead of the Ex-Dividend date, would need to pass the benefit to the buyer, even if the seller is the recorded owner at the Demerger Record Date.

Further announcements will be made in due course.

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                                 6562 
  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 24, 2020 12:42 ET (17:42 GMT)