04 July 2024
Active Energy Group
plc
("Active Energy", the
"Company" or the
"Group")
Proposed cancellation,
members' voluntary liquidation and notice of GM
Active Energy (AIM: AEG, OTCQB: ATGVF)
announces that, further to its announcement
on 20 June 2024, the Board has formally
resolved to place the Company into a members' voluntary liquidation
("MVL") and a circular (the
"Circular"), setting out
the details of the proposed MVL and cancellation of admission to
trading on AIM of the Company's ordinary shares (together the
"Proposals"), will be
posted to shareholders shortly and made available on the
Company's website at www.aegplc.com.
The Proposals are subject to
shareholder approval at a General Meeting of the Company to be held
on 22 July 2024 at 10:30 a.m. at the offices of Allenby Capital, 5
St. Helen's Place, London, EC3A 6AB. Notice of the General Meeting
and further information regarding voting and attendance is provided
within the Circular.
Extracts from the Circular have been
included, without material amendment, in Appendix I below. Unless
otherwise defined, terms used in this announcement
have the defined meaning given to them in Appendix II at
the end of this announcement.
Expected timetable of principal events
Publication and posting of the
Circular and Form of Proxy to Shareholders
|
4 July 2024
|
Last time and date for receipt of
Forms of Proxy for the General Meeting
|
10.30 a.m. on 18 July
2024
|
Close of the Register and Record
Date for participation in the MVL1
|
22 July
2024
|
General Meeting
|
10:30 a.m. on 22 July
2024
|
Appointment of the
Liquidator
|
22 July
2024
|
Announcement of the results of the
General Meeting
|
22 July
2024
|
Cancellation becomes effective
|
7.00 a.m. on 23 July
2024
|
Expected date for final distribution
to Shareholders
|
To be
determined
|
1 The actual time and date on which the Register is closed and
the Record Date is set for participation in the MVL will ultimately
be determined by the Liquidator and is therefore subject to
change.
2The actual date on which any distribution will be complete will ultimately be determined by
the Liquidator and is therefore subject to change.
Enquiries:
Active Energy Group Plc
|
Michael Rowan (Chief
Executive Officer)
James Leahy (Non-Executive
Chairman)
|
info@aegplc.com
|
Allenby Capital Limited
Nominated Adviser and Broker
|
Nick
Naylor/James Reeve/Daniel
Dearden-Williams (Corporate
Finance)
Amrit Nahal (Sales/Corporate Broking)
|
Office: +44 (0)20 3328
5656
|
Camarco
Financial PR Adviser
|
Tom
Huddart / Emily Hall / Lily Pettifar
|
aeg@camarco.co.uk
Office: +44 (0)20 3757
4980
|
APPENDIX I - EXTRACTS FROM
THE CIRCULAR
1. Introduction
On 9 April 2024, Active Energy
announced that the Board had concluded that it would not be
possible to raise sufficient working capital for the Company to
continue the commercialisation of the CoalSwitch® Assets and, as a
result, the Board was seeking a buyer for those assets. On 13
May 2024, the Company announced that, should the Company fail to
receive an acceptable offer for its CoalSwitch® Assets, the Board
would have no option but to consider a members' voluntary
liquidation of the Company.
The Company has evaluated a number
of potential offers for the CoalSwitch® Assets, alongside other
routes to raise equity financing for the Company. However, whilst
discussions regarding some of these opportunities continue, the
Board are of the view that, should these discussions terminate,
then the most appropriate course of action is for the Company to
seek shareholder approval to:
(i) cancel the admission of the Ordinary Shares to trading on AIM;
and
(ii)
place the Company into a members' voluntary
liquidation.
The Resolutions to approve the
Proposals are to be proposed at the General Meeting, which has been
convened for 10:30 a.m. on 22 July 2024 at the offices of Allenby
Capital, 5 St. Helen's Place, London, EC3A 6AB. Notice of the
General Meeting is set out at the end of the Circular.
The purpose of the Circular is to
seek Shareholders' approval for the Proposals, to provide you with
information on the background to and reasons for the Proposals,
explain the consequences of the Cancellation becoming effective and
why the Directors unanimously consider that the Proposals are in
the best interests of the Company and its Shareholders as a
whole.
2. Cancellation Process
Under the AIM Rules, it is a
requirement that the Cancellation must be approved by not less than
75 per cent. of votes cast by Shareholders at a general meeting.
Accordingly, the Notice of General Meeting set out at the end of
the Circular contains a special resolution to approve the
Cancellation.
Furthermore, Rule 41 of the AIM
Rules requires any AIM company that wishes the London Stock
Exchange to cancel the admission of its shares to trading on AIM to
inform the London Stock Exchange of its preferred cancellation date
at least 20 Business Days prior to such date and to notify
shareholders. In accordance with AIM Rule 41, the Company has
notified the London Stock Exchange of its intention, subject to the
passing of the special resolution numbered 1 in the notice of
General Meeting set out at the end of the Circular to approve the
Cancellation at the General Meeting, to cancel admission of the
Ordinary Shares to trading on AIM. It is expected that the
Liquidator will be appointed immediately upon the passing of the
appointment resolution at the General Meeting and the Cancellation
will become effective at 7.00 a.m. on 23 July 2024, being the
Business Day following the General Meeting. If the Cancellation
becomes effective, the Company will no longer be required to comply
with the AIM Rules and Allenby Capital Limited will immediately
cease to be the Company's nominated adviser and broker.
Principal effects of the Cancellation
Prior to the Company being dissolved
pursuant to the MVL, the principal effects of the Cancellation will
be that:
-
Shareholders will no longer be afforded the
protections given by the AIM Rules, such as the requirement to be
notified of certain events and the requirement that the Company seek
shareholder approval for certain corporate actions where
applicable, including substantial transactions, financing
transactions, reverse takeovers and fundamental changes in the
Company's business, related party transactions and certain
acquisitions and disposals;
-
the levels of transparency and corporate
governance applicable to the Company will not be as high as for a
company whose shares are admitted to trading on AIM;
-
following approval of the MVL by Shareholders at
the General Meeting, Shareholders will not be able to transfer
Ordinary Shares without the prior consent of the Liquidator. In
addition, there will be no formal market mechanism enabling
Shareholders to trade in Ordinary Shares;
-
as a result of the MVL being approved by
Shareholders at the General Meeting the Company will cease to trade
and in the absence of a formal market in, and quotation of, the
Ordinary Shares, it may be more difficult for Shareholders to
determine the value of their shareholding in the Company at any
given time. Although, in the event that the liquidator is able to
declare and pay a distribution to shareholders, that distribution
will be a capital distribution. Any shareholders seeking to
establish the effects of the liquidation distribution upon their
affairs should pass a copy of their distribution letter to their
tax and financial advisers
-
the regulatory and financial reporting regime
applicable to companies whose shares are admitted to trading on AIM
will no longer apply;
-
the Company will cease to have a nominated adviser
and broker;
-
the Company's CREST facility will be cancelled and
Ordinary Shares will cease to be transferable through CREST. Given
the appointment of the liquidator at the general meeting,
Shareholders who hold Ordinary Shares in CREST would not receive
definitive share certificates; and
-
the Cancellation may have taxation consequences
for Shareholders. Shareholders who
are in any doubt about their tax position should consult their own
professional independent tax adviser.
Subject to, and prior to the
conclusion of the winding-up of, the Company's affairs pursuant to
the MVL, the Company will remain incorporated and registered in
England and Wales under the Companies Acts 1985 to 2006,
notwithstanding the Cancellation becoming effective. Shareholders
should also note that the Takeover Code will continue to apply to
the Company during the period following the Cancellation and prior
to the commencement of the MVL. The Company will also continue to
be bound by its Articles following the Cancellation becoming
effective.
The above considerations are not
exhaustive, and Shareholders should seek their own independent
advice when assessing the likely impact of the Cancellation on
them.
The Directors are not intending to
put in place any mechanism for Shareholders to deal in the Ordinary
Shares post Cancellation, as it is anticipated that the Company
will be placed into the MVL at the General Meeting.
3. Members' Voluntary
Liquidation
The Proposals involve the Company
being placed into a members' voluntary liquidation and the trading
of the Ordinary Shares cancelled from trading on AIM. Should the
resolution to approve the appointment of the Liquidator be passed
at the General Meeting the Company will be wound-up in accordance
with the Insolvency Act 1986. Following his appointment, the
Liquidator will assess the Company's financial position and, when he
is in a position to do so, a distribution will be made to
shareholders. However, at this time the Board anticipate that any
distribution to shareholders would be de minimis, if at all, unless
the Liquidator is able to realise a material cash value for its
remaining assets.
Shareholders should note that the
Company is solvent and the MVL is not an insolvent
liquidation.
The Company's assets are made up
primarily of its cash balances, in addition to any value that the
Liquidator is able to realise from the CoalSwitch® Assets and the
shares held in Alpha Prospects Limited. The liabilities of the
Company are expected to be less than the cash balances held and the
Directors anticipate that the Liquidator will undertake a
distribution of any surplus funds in accordance with the Insolvency
Act 1986 as amended, the Companies Act 2006 and the Company's
Articles. The MVL will allow the orderly winding-up of its affairs,
and upon the conclusion of the MVL, the Company will be
dissolved.
As set out in the Company's
announcement on 13 May 2024, the Company's CoalSwitch® Assets
comprise:
i) the
Company's original patent and trademark portfolio on the steam
explosion process to produce the fuel;
ii) all
production and test data knowhow acquired from the initial
production activities at Player Design Inc's facility at Ashland in
Maine that may be applicable for the future production analysis for
additional biomass products; and
iii) all the
relevant customer and internal test data.
The Group's other assets currently
comprise:
i) cash
and cash equivalents of approximately £256,650; and
ii) a
4.1% shareholding in Alpha Prospects Limited ("Alpha Prospects")
which has a book value of approximately £0.68m. Alpha
Prospects is an unquoted investment company that focuses on green
technology investments, and it has incubated several new
technologies in recent years. Within its portfolio, Alpha
Prospects' latest focus is upon plasmoid related technologies and
the commercial development of this technology for application in
the United States, Asia, India and the United
Kingdom.
The Board estimates that the costs
and expenses of the Proposals will amount to approximately £61,182,
which includes the fees of the Liquidator, the costs of terminating
the Director's contracts and estimated costs for concluding the
winding up of the group of companies for which the Company is the
ultimate parent company. A summary of the estimated costs is
provided within Appendix A.
It is currently expected, based upon
the estimated costs, that a de minimis distribution of 0.001p per
Ordinary share is expected to be made.
The distribution will not be made
until the Liquidator has completed statutory duties to adjudicate
and pay creditors' claims and is satisfied that all tax returns due
to HMRC have been dealt with and all amounts owing have been
paid.
The precise timing of the
distribution is uncertain (although it is expected to be at least
12 months from the commencement of the MVL before a final
distribution can take place, due to the need to deal with the
Company's remaining outstanding affairs.
The Liquidator will subsequently
prepare a final account which will be sent to Shareholders giving
eight weeks' notice of the date upon which the Liquidator intends
to deliver the final account to the Registrar of Companies. The
Company will be dissolved on the expiry of three months following
the filing of the final account with the Registrar of
Companies.
4. General Meeting
Set out at the end of the Circular
is a notice convening the General Meeting to be held at 10:30 a.m.
on 22 July 2024 at the offices of Allenby Capital, 5 St. Helen's
Place, London, EC3A 6AB at which the Resolutions will be
proposed.
The purpose of the General Meeting
is to consider and, if thought fit, pass the Resolutions, as set
out in full in the Notice of General Meeting. To be passed,
Resolution 1 (the "Cancellation Resolution") requires, pursuant to
AIM Rule 41 of the AIM Rules, the consent of not less than 75 per
cent. of votes cast by the Company's shareholders at the General
Meeting.
The winding up resolutions proposed
in relation to the appointment of the Liquidator and the
Liquidator's fees, are proposed as Special and Ordinary Resolutions
(in accordance with the Insolvency Act 1986 (as amended) and the
Companies Act 2006).
5. Action to be taken
Enclosed with this Circular is a
Form of Proxy for use by Shareholders. Information on the
completion and return of Forms of Proxy is set out below and in the
notes to the Notice of General Meeting.
Your proxy may be submitted online
by visiting www.shareregistrars.uk.com,
clicking on the "Proxy Vote" button and then following the
on-screen instructions (you can locate your user name and access
code on the top of the proxy form), or by post by completing the
enclosed Form of Proxy and returning it to the Company's Registrar,
Share Registrars Limited at 3 The Millennium Centre, Crosby Way,
Farnham, Surrey GU9 7XX not less than 48 hours (ignoring any part
of the day that is not a working day) before the time appointed for
the meeting, being 10:30 a.m. on 22 July 2024, or any
adjournment thereof together with, if appropriate, the power of
attorney or other authority (if any) under which it is signed or a
certified copy of such power of attorney. CREST members who wish to
appoint a proxy or proxies via the CREST electronic proxy
appointment service should refer to the Notes of the Notice of
General Meeting and Form of Proxy.
6. Recommendation
The Board considers that the
Resolutions set out in the Circular are in the best interests of
the Company and of its shareholders as a whole and unanimously
recommend shareholders to vote in favour of them, as each of the
directors intends to do in respect of their own beneficial
holdings.
APPENDIX II -
DEFINITIONS
The following definitions apply
throughout this announcement and in the Form of Proxy, unless the
context requires otherwise:
Term
|
Definition
|
"Act"
|
the UK Companies Act 2006, as
amended;
|
"AIM"
|
the market of that name operated by the London Stock Exchange;
|
"AIM Rules"
|
the rules which set out the obligations and responsibilities
in relation
to companies whose shares are admitted to AIM as
published by the London Stock Exchange from time to
time;
|
"Allenby Capital"
|
Allenby Capital Limited, the
Company's Nominated Adviser in accordance with the AIM Rules;
|
"Articles"
|
the articles of association of the
Company from time to time;
|
"Board"
|
the board of directors of the
Company for the time being;
|
"Business Day"
|
a day other than a Saturday, Sunday
or public holiday on which banks are open for commercial business
in the City of London;
|
"Cancellation"
|
the proposed cancellation of
admission of the Ordinary Shares to trading on AIM;
|
"CoalSwitch® Assets"
|
the Company's CoalSwitch® assets, as
set out herein;
|
"Company"
|
Active Energy Group plc, a company
registered in England and Wales with registered number
03148295;
|
"CREST"
|
the relevant system (as defined in
the CREST Regulations) in respect of which Euroclear is the
Operator (as also defined in the CREST Regulations);
|
"CREST Manual"
|
the rules governing the operation of
CREST as published by Euroclear;
|
"CREST Member"
|
a person who has been admitted to
CREST as a system-member, (as defined in the CREST Manual);
|
"CREST Participant"
|
a person who is, in relation to
CREST, a system-participant (as
defined in
the CREST
Regulations);
|
"Directors"
|
the directors of the Company at the
date of the Circular;
|
"Euroclear"
|
Euroclear UK & Ireland Limited;
|
"FCA"
|
the United Kingdom Financial Conduct Authority;
|
"Form of Proxy"
|
the form of proxy accompanying this
circular for use by Shareholders in relation to the General
Meeting;
|
"FSMA"
|
the Financial Services and Markets
Act 2000 of the United Kingdom, as amended;
|
"General Meeting"
|
the general meeting of the Company
to be held at the offices of Allenby Capital at 5 St. Helen's
Place, London, EC3A 6AB at 10.30 a.m. on 22 July 2024;
|
"Group"
|
the Company and its subsidiary undertakings from time to time
|
"HMRC"
|
HM Revenue & Customs;
|
"Insolvency Act"
|
the Insolvency Act 1986 (as amended);
|
"Liquidator"
|
the proposed liquidator of the Company, being Andrew Dix of AD
Business Recovery Limited;
|
"London Stock Exchange"
|
London Stock Exchange plc;
|
"Market Abuse Regulation"
|
the UK version of the EU Market
Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from
time to time including by the Market Abuse (Amendment) (EU Exit)
Regulations 2019;
|
"MVL"
|
the proposed members' voluntary
liquidation of the Company;
|
"Ordinary Resolution"
|
has the meaning given in section 282
of the Act;
|
"Ordinary Shares"
|
ordinary shares of par value
£0.0035 each in
the capital
of the Company;
|
"Proposals"
|
the proposals for Cancellation, the MVL and the appointment of the Liquidator;
|
"Register"
|
the register of members of the Company;
|
"Registrar"
|
Share Registrars Limited, 3 The
Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX.
|
"Resolutions"
|
the resolutions to be proposed at
the General Meeting to approve the Cancellation and appointment of the Liquidator as set out in the
notice of General Meeting;
|
"Shareholders"
|
the persons who are registered as holders of the Ordinary Shares;
|
"Special Resolution"
|
Has the meaning giving in section
283 of the Act;
|
"Sterling" or "£"
|
the legal currency of the
UK;
|
"Takeover Code"
|
the UK City
Code on Takeovers and Mergers;
|
"UK" or "United Kingdom"
|
the United Kingdom of Great Britain
and Northern Ireland.
|