Cogenpower PLC CVA approval, placing of £0.55m, suspension lifted (6297U)
October 25 2017 - 10:20AM
UK Regulatory
TIDMCGP
RNS Number : 6297U
Cogenpower PLC
25 October 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN COGENPOWER PLC OR ANY OTHER ENTITY
IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF COGENPOWER
PLC. MEMBERS OF THE PUBLIC SHALL NOT BE ELIGIBLE TO TAKE PART IN
THE PROPOSED PLACING, WHICH IS TO BE LIMITED TO PERSONS SELECTED BY
PETERHOUSE CORPORATE FINANCE LIMITED AND WHO CONFIRM THEIR
PARTICIPATION BY ENTERING INTO A PLACING CONFIRMATION LETTER WITH
PETERHOUSE CORPORATE FINANCE LIMITED AS AGENT OF THE COMPANY IN A
PRESCRIBED FORM.
FOR IMMEDIATE RELEASE
25 October 2017
Cogenpower plc
("Cogenpower" or the "Company" or the "Group")
Results of Creditors Meeting to approve Company Voluntary
Arrangement ("CVA") and General Meeting ("GM") (and together the
"Meetings")
Completion of placing to raise GBP0.55 million ("Placing") and
Total Voting Rights
Lifting of suspension in trading on AIM
Results of Meetings and Completion of Proposals
The Company announces that at the meeting of Creditors held on
24 October 2017, the Company's Voluntary Arrangement proposed by
the Joint Nominees was approved.
In addition, at the General Meeting of the Company held
following the Creditors' meeting, all Resolutions put to
Shareholders were duly passed. Details of the resolutions were set
out in the Circular to Shareholders dated 6 October 2017 and are
summarised as follows: -
-- Approval of the 2016 Accounts;
-- Appointment of Welbeck Associates as auditors;
-- Approval for the CVA;
-- To authorise the Directors to issue shares pursuant to
section 551 of the Companies Act 2006; and
-- To disapply the statutory pre-emption rights under section 561 of the Companies Act 2006.
Accordingly, the CVA has become effective and the Placing has
been completed subject only to the re-commencement of trading in
the Company's shares, which is expected to occur tomorrow, 26(th)
October 2017, pursuant to which the Company will be able to meet
its obligations in full under the terms of the CVA.
Completion of the Placing and Total Voting Rights
Following the passing of the Resolutions 4 and 5, the Company
confirms that Peterhouse Corporate Finance Limited has, as Broker
to the Company, raised GBP550,000 before expenses by way of placing
220,000,000 new Ordinary Shares at GBP0.0025 per Placing Share. The
Placing is now conditional only on Re-trading. Application for the
Placing Shares, which when issued will be fully paid and will rank
pari passu in all respects with the existing Ordinary Shares, has
been made and it is expected that the admission of the Placing
Shares to trading on AIM will take place tomorrow, 26(th) October
2017. Accordingly, following completion of the Placing, the
Company's issued share capital will comprise 270,166,760 Ordinary
Shares with voting rights. This figure may be used by Shareholders
in the Company as the denominator for the calculation 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.
Operating Business
The Board is progressing arrangements for the disposal of the
Company's current business comprising all of the Group's remaining
operating subsidiaries to Francesco Vallone and/or other members of
the operating management team. Any such disposal would be required
to be dealt with in accordance with the AIM Rules, including
seeking Shareholder approval. There is no guarantee that any such
disposal will result in any net cash inflow to the Company. Pending
such disposal, the Company will provide no working capital to these
businesses.
Following such disposal, the Company would then become an AIM
Rule 15 cash shell. As such a cash shell the Company would have no
operating cash flow and would be dependent on the net proceeds of
the placing for its working capital requirements. Furthermore,
should the Company become an AIM Rule 15 cash shell, it must make
an acquisition or acquisitions which constitute a reverse takeover
under AIM Rule 14 within six months, failing which the Exchange
will suspend trading in the Company's shares pursuant to AIM Rule
40.
Lifting of suspension
It is expected that the suspension from trading on AIM will be
lifted with effect from 7.30 a.m. tomorrow, 26 October 2017.
Note: Capitalised terms in this announcement are as defined in
the Circular dated 6 October 2017 unless the context otherwise
requires.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
Further enquiries:
Cogenpower plc Martin Groak +44 7949 209
301
info@cogenpower.co.uk
Beaumont Cornish Limited Roland Cornish +44 (0)20 7628
(Nominated Adviser) / Michael 3396
Cornish www.beaumontcornish.co.uk
Peterhouse Corporate Heena Karani
Finance Limited (Broker) Lucy Williams +44 (0) 20 7469 0930
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLLFLEIDLEFID
(END) Dow Jones Newswires
October 25, 2017 11:20 ET (15:20 GMT)
Hostmore (LSE:MORE)
Historical Stock Chart
From Apr 2024 to May 2024
Hostmore (LSE:MORE)
Historical Stock Chart
From May 2023 to May 2024