TIDMCMH
RNS Number : 5245R
Chamberlin PLC
08 March 2021
8 March 2021
Chamberlin plc
(the "Company" or the "Group")
Result of General Meeting, Issue of Equity, Directorate Change
and Corporate Update
Chamberlin plc (AIM: CMH.L), the specialist castings and
engineering group , is pleased to announce the following
updates:
Result of General Meeting, Issue of Equity and Total Voting
Rights
All resolutions put to shareholders at the Company's General
Meeting held earlier today, were duly passed on a poll. The poll
results were as follows:
Resolution For % Against % Withheld
1 3,769,484 99.34 25,005 0.66 542
---------- ------ -------- ----- ---------
2 3,769,484 99.34 25,005 0.66 542
---------- ------ -------- ----- ---------
3 3,769,174 99.33 25,315 0.67 542
---------- ------ -------- ----- ---------
4 3,769,484 99.34 25,005 0.66 542
---------- ------ -------- ----- ---------
Note: A vote "Withheld" is not a vote in law and is not counted
in the calculation of the proportion of the votes "For" and
"Against" shown.
As detailed in the circular issued by the Company on 19 February
2021 (the "Circular"), following completion of the Share Capital
Reorganisation, each Existing Ordinary Share of 25p has been
sub-divided into one Ordinary Share of 0.1 pence and one Deferred
Share of 24.9 pence.
In addition, the Company announced that it had received on 19
February 2021, new funding of GBP200,000 from Mr Trevor Brown by
way of an unsecured convertible loan note instrument to help
support the short-term working capital requirements of the Company,
resulting in Trevor Brown being issued with GBP200,000 Notes.
Following the passing of the Resolutions, the Notes have
automatically converted into 3,333,333 New Ordinary Shares (at a
Conversion Price of 6.0 pence per New Ordinary Share) and following
Admission, Trevor Brown will hold 3,333,333 Ordinary Shares
representing 29.52 per cent. of the Company's issued share
capital.
Application has been made for the New Ordinary Shares of 0.1p
each to be admitted to trading on AIM. It is expected that
Admission will become effective and that dealings in the New
Ordinary Shares will commence on 9 March 2021. For the avoidance of
doubt, the current suspension of trading of the Existing Ordinary
Shares on AIM will not be lifted by the London Stock Exchange as a
result of Admission.
Following Admission, the total number of Ordinary Shares of 0.1p
each in the capital of the Company in issue will be 11,291,459 with
each Ordinary Share carrying the right to one vote. There are no
ordinary shares held in treasury and therefore the total number of
voting rights in the Company is 11,291,459. The above figure may be
used by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
share capital of the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Directorate Change
Further to the announcement dated 19 February 2021, the Board is
pleased to announce the appointment of Trevor Brown as a
non-executive director with immediate effect.
Trevor Brown has been a strategic investor in real estate and
equities for more than 30 years. Trevor Brown has worked as a
director in a number of businesses over many years and is currently
CEO of IQ-AI Limited, CEO of Braveheart Investment Group plc and a
non-executive director of Remote Monitored Systems plc. He was
previously a director of Feedback plc, Management Resource
Solutions plc and Advanced Oncotherapy plc.
Trevor Edward Brown, aged 74, currently holds or has held the
following directorships and partnerships in the last five
years:
Current directorships/partnerships Past directorships/partnerships
Braveheart Investment Group Braveheart Nominees Ltd
plc
Braveheart Academic Seed Funding Caledonia LP Ltd
GP Ltd
Caledonia Portfolio Realisations Feedback plc
Ltd
Free Association Books Limited Management Resource Solutions plc
(in liquidation)
Free Publishing Ltd Peterhouse Capital Limited
IQ-AI Ltd Prostate Checker Ltd
Kirkstall Ltd Remote Monitored Systems plc
Paraytec Ltd Strat Aero International Limited
Ridings Holdings Ltd Strathclyde Innovation Fund GP Ltd
Stone Checker Software Ltd
The Ridings Early Growth Investment
Company Ltd
There are no further disclosures to be made pursuant to Schedule
2 paragraph (g) of the AIM Rules.
Corporate Update
As previously reported, the Board has been rigorously
investigating the possibility of new equity capital and alternative
measures to ensure the Company's future. After evaluating all
current options with its advisers, the Board was of the opinion
that the initial funding by Trevor Brown under the Notes
represented the best short-term opportunity. Given Trevor Brown's
experience, the Board believe his appointment as a non-executive
director will be significantly beneficial and help maximise the
ability to exploit all other avenues of funding which might be
available to the Group.
The Board continues to explore all other funding possibilities,
which if secured, the Board believes will demonstrate to the
Company's auditor (and creditors, including HSBC), that the Company
is able to continue to trade on a going concern basis in order to
be able to publish and file its annual audited accounts for the
year end 31 March 2020, publish its interim results for the six
months ended 30 September 2020 and apply for the suspension of
trading of the Existing Ordinary Shares on AIM to be lifted by the
London Stock Exchange.
Further announcements will be made, as appropriate.
Terms defined in the Circular dated 19 February 2021 apply
throughout this announcement, unless the context requires
otherwise.
Enquiries:
Chamberlin plc T: 01922 707100
Kevin Nolan, Chief Executive
Neil Davies, Finance Director
Cenkos Securities plc (Nominated Adviser T: 020 7397 8900
and Broker)
Russell Cook
Katy Birkin
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END
MSCFLFFVVRITIIL
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March 08, 2021 08:30 ET (13:30 GMT)
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