Disposal
December 01 2009 - 4:39AM
UK Regulatory
TIDMIGD
RNS Number : 3737D
IncaGold Plc
01 December 2009
IncaGold plc (the "Company")
Disposal of IncaGold GmbH
Overview
As reported in the Annual Report and Financial Statements for the year ended 31
December 2008, the Company has agreed to dispose of its 100 per cent. interest
in its subsidiary company IncaGold GmbH for nominal consideration to Richard
Holmes, the sole director of IncaGold GmbH. Under the AIM Rules, the disposal is
deemed to be a fundamental change of business and is therefore conditional on
Shareholder approval. The disposal will also constitute a related party
transaction because the purchaser was a director of the Company within the last
12 months.
A circular was posted to Shareholders yesterday explaining the rationale behind
the Disposal of IncaGold GmbH and why the Directors unanimously consider it to
be in the best interests of the Company and its shareholders as a whole and why
they recommend that Shareholders vote in favour of the Resolutions as they
intend to do in respect of their own beneficial holdings of Ordinary Shares.
Background and Reasons for the Disposal
On 29 June 2009, the Board passed a resolution to transfer the games business of
the Company to its 100 per cent. owned subsidiary, IncaGold GmbH, under the
terms of the Business Transfer Agreement dated 1 February 2008 and subsequently
to sell the subsidiary to the director of IncaGold GmbH, subject to shareholder
approval, for total consideration of CHF 10.00 with a guarantee from the
purchaser for all sums in relation to the liabilities of the subsidiary. Under
the terms of the Business Transfer Agreement the purchaser will also indemnify
the Company against any sums which the Company may be compelled to pay in
connection with the liabilities of the subsidiary.
The trading operations of IncaGold GmbH reported a loss before tax for the year
ended 31 December 2008 of GBP59,385 and a loss before tax for the six months
ended 30 June 2009 of GBP23,507. The Directors believe that the disposal of
IncaGold GmbH is therefore in the best interests of the Company and its
Shareholders as a whole because the Company will be divesting itself of a loss
making business and the associated liabilities of the subsidiary.
Under the AIM Rules, the disposal is deemed to be a fundamental change of
business and must be approved by Shareholders voting (whether in proxy or in
person) at a general meeting.
Related Party Transaction
As noted above, the disposal will also constitute a related party transaction
because the purchaser was a director of the Company within the last 12 months.
The Directors consider, having consulted with Zeus Capital, the Company's
Nominated Adviser, that the terms of the disposal are fair and reasonable
insofar as the shareholders of the Company are concerned.
Effect on the Company
From the date that the sale is completed, the Company will have divested itself
of substantially all of its trading business and will therefore be treated as an
investing company under the AIM Rules.
Following the divestiture, the Directors believe that the Company could be
attractive to a number of potential targets/investments. The Directors intend to
seek to acquire another company or business in exchange for the issue of
Ordinary Shares in a single transaction (a "reverse takeover"). The Directors'
main investment criteria are: -
* businesses in the UK, Europe and North America;
* businesses which require little or no funding in excess of the cash resources
available to the Company following the Disposal; and
* businesses whose growth prospects, if achieved, will be earnings enhancing
for Shareholders.
The Company's investing policy going forward must also be approved by
Shareholders at the EGM.
In the event that the Company is unable to implement its investing policy,
within twelve months of the date of the EGM and has not made an acquisition or
acquisitions in that time which would constitute a reverse takeover under the
AIM Rules then the Company's admission to trading on AIM will be cancelled.
General Meeting
An Extraordinary General Meeting will be held at 11 a.m. on Wednesday
23 December 2009 at the Company's offices at Lorne House, Castletown, Isle of
Man at which the Resolutions will be proposed.
Contact:
IncaGold plc
Justin Martin, Director
Tel: +44(0)1624 820040
Website: www.incagoldplc.com
Zeus Capital Limited
Ross Andrews
Tom Rowley
Tel: +44(0)161 8311512
Website: www.zeuscapital.co.uk
DEFINITIONS
+--------------------------------+----------------------------------------------+
| "Act" | the Companies Act 2006 |
+--------------------------------+----------------------------------------------+
| "AIM" | a market operated by London Stock Exchange |
| | plc |
+--------------------------------+----------------------------------------------+
| "AIM Rules" | the AIM Rules for Companies published by the |
| | London Stock Exchange from time to time |
| | (including, without limitation, any guidance |
| | notes or statements of practice) which |
| | govern the rules and responsibilities of |
| | companies whose shares are admitted to |
| | trading on AIM |
+--------------------------------+----------------------------------------------+
| "Board" | the board of directors of the Company |
+--------------------------------+----------------------------------------------+
| "Company" | Incagold plc |
+--------------------------------+----------------------------------------------+
| "Directors" | the directors of the Company |
| | |
+--------------------------------+----------------------------------------------+
| "Extraordinary General | the general meeting of the Company, convened |
| Meeting" | for 11.00 a.m. on 23 December 2009, and any |
| or "EGM" | adjournment thereof which will consider the |
| | Resolutions |
| | |
+--------------------------------+----------------------------------------------+
| "Form of Proxy" | the form of proxy enclosed with this |
| | document for use by Shareholders in |
| | connection with the EGM |
| | |
+--------------------------------+----------------------------------------------+
| "Ordinary Shares" | ordinary shares of 0.001p each in the |
| | capital of the Company |
+--------------------------------+----------------------------------------------+
| "Resolutions" | the resolutions to be proposed at the EGM |
+--------------------------------+----------------------------------------------+
| "Shareholders" | holders of Ordinary Shares and "Shareholder" |
| | means any one of them |
| | |
+--------------------------------+----------------------------------------------+
| "UK" | the United Kingdom of Great Britain and |
| | Northern Ireland |
| | |
+--------------------------------+----------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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