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RNS Number : 5809P
Ridgecrest PLC
18 February 2021
18 February 2021
Ridgecrest plc
("Ridgecrest" or the "Company")
Result of AGM
and update regarding suspension of trading
Ridgecrest, an AIM Rule 15 cash shell, announces that at its
annual general meeting ("AGM") held earlier today, all resolutions
were duly passed. The resolutions passed at the AGM included, inter
alia, resolutions to approve the issue of the 333,333,337 new
ordinary shares pursuant to a placing, details of which were
announced on 20 January 2021 (the "Placing"). Accordingly, the
333,333,337 new ordinary shares are expected to be admitted to
trading on AIM tomorrow, 19 February 2021 ("Admission"), to
complete the Placing.
Following completion of the Placing the Company will have
approximately GBP2.0 million of cash (before any adjustment
pursuant to the completion accounts mechanism in connection with
the disposal of the Company's trading businesses, details of which
were announced on 9 December 2020). Such cash equates to 0.44 pence
per ordinary share (based on the enlarged share capital following
completion of the Placing).
Update regarding restoration of trading
On 28 January 2021, London Stock Exchange plc (the "Exchange")
suspended trading in the Company's ordinary shares due to a
deterioration in settlement performance. The Exchange has informed
the Company that it will continue to monitor the settlement
performance of the Company's ordinary shares and, when this
improves, trading in the Company's ordinary shares will be
restored. Such restoration will be effected by way of a Stock
Exchange Notice and the Company will make further announcements as
appropriate. The Directors believe that Admission will result in
the settlement issues in the Company's ordinary shares being
quickly resolved.
Update regarding potential reverse takeover candidates
As an AIM Rule 15 cash shell the Company has been evaluating
various potential reverse takeover candidates. Discussions with
potential reverse candidates held to date have been very
preliminary and, whilst the Directors are committed to pursuing a
successful reverse takeover, there can be no certainty that a
reverse takeover will be completed by the Company. As an AIM Rule
15 cash shell the Company is required to make an acquisition or
acquisitions constituting a reverse takeover under AIM Rule 14 on
or before the date falling six months from becoming an AIM Rule 15
cash shell (as announced on 5 January 2021) or be re-admitted to
trading on AIM as an investing company under the AIM Rules (which
requires the raising of at least GBP6 million), failing which the
Company's ordinary shares would then be suspended from trading on
AIM pursuant to AIM Rule 40. Admission to trading of the Company's
ordinary shares on AIM would be cancelled six months from the date
of any suspension should the suspension not have been lifted
beforehand.
AIM Rule 14 requires that any negotiations in respect of a
reverse takeover be kept confidential until such time as a company
can announce that a binding agreement has been entered into; and
that, as far as is possible, this should be accompanied by the
publication of the requisite admission document.
The Directors have noted that prior to the suspension of trading
in the Company's ordinary shares, those shares were trading at
levels materially above the Company's net asset value per share.
Whilst the Directors cannot, at this time, predict what value any
reverse takeover candidate would ascribe to the Company, they will
seek to achieve a premium to the Company's net asset value in line
with recent reverse takeover transactions. However, there can be no
guarantee that the Company will be able to undertake a reverse
takeover transaction nor what valuation will be ascribed to the
Company in a reverse takeover transaction.
Total Voting Rights
Upon Admission, the Company's enlarged issued share capital will
comprise 451,124,778 ordinary shares. The Company does not hold any
ordinary shares in treasury. Therefore, the total number of
ordinary shares in the Company with voting rights will be
451,124,778. The aforementioned 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 in their interest in, the share capital of the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
Details of proxy votes received from shareholders in respect of
the AGM
Resolutions Votes for* % Votes % Votes total Votes withheld**
against
Resolution
1 19,164,355 99.68 60,765 0.32 19,225,120 22,646
Resolution
2 19,164,355 99.68 60,765 0.32 19,225,120 22,646
Resolution
3 19,031,555 98.99 193,565 1.01 19,225,120 22,646
Resolution
4 19,164,355 99.68 60,765 0.32 19,225,120 22,646
Resolution
5 19,164,355 99.68 60,765 0.32 19,225,120 22,646
Resolution
6 19,164,355 99.68 60,765 0.32 19,225,120 22,646
Resolution
7 19,021,555 98.99 193,565 1.01 19,215,120 32,646
Resolution
8 19,021,555 98.99 193,565 1.01 19,215,120 32,646
Resolution
9 19,021,555 98.99 193,565 1.01 19,215,120 32,646
*Includes discretionary votes.
**A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes "For" or "Against" any of
the resolutions.
Enquiries:
Ridgecrest plc www.ridgecrestplc.com
Robert Thesiger, Chairman 07714 502807
Allenby Capital Limited (Nominated Adviser
and Joint Broker) 020 3328 5656
Nick Naylor / Liz Kirchner
Peterhouse Capital Limited (Joint Broker) 020 7469 0930
Lucy Williams / Duncan Vasey
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