TIDMENGI
RNS Number : 8313O
Energiser Investments PLC
03 June 2020
3 June 2020
Energiser Investments plc
("Energiser" or the "Company")
Proposed Amendment to Investing Policy, Appointment of New
Directors, Proposed Placing, Change of Company Name and Notice of
Annual General Meeting
Energiser Investments plc ("Energiser" or the "Company") is
pleased to announce that a Notice of Annual General Meeting
("AGM"), including details of the proposed amendment to its
investing policy, appointment of new directors and change of
company name and accompanying proxy form for use by shareholders,
is expected to be dispatched by post to shareholders on 5 June and
will be available thereafter on the Company's website.
Background to and reasons for the proposed changes to investing
policy
The Directors have over the past 18 months reduced the number of
investments such that it only holds one investment, a significant
shareholding in KCR REIT plc ("KCR"), comprising 2,435,710 ordinary
shares (representing 8.83% of the issued share capital of KCR) and
which are traded on AIM. The Directors believe that following the
COVID-19 worldwide pandemic the short term prospects for real
estate in the UK may be affected by adverse market sentiment.
Therefore they consider that it would be appropriate to change the
strategic direction of the Company and to bring in new management
with the relevant expertise to implement a new investing
policy.
It is proposed the Company's new investing policy will be to
invest principally but not exclusively in the technology sector
within Europe. The Directors consider the technology sector offers
considerable growth potential for the foreseeable future.
In order to implement the new investing policy it is proposed
that Stephen Wicks and John Depasquale will resign as directors and
that Simon Bennett, Angus Forrest and John Wakefield will be
appointed as directors and join Nish Malde on the Board. Further
details regarding the new appointees are set out in the section
Proposed New Directors below.
The Directors believe there are opportunities to invest in and
acquire established businesses which own good technology and have
quality customers but which could better exploit their assets and
accelerate their growth with the injection of experienced
management and new funds. The Proposed Directors have already
identified a number of prospective target investments.
In order to facilitate the implementation of the New Investing
Policy the Company has undertaken a placing, conditional on the
change in investing policy being approved, to raise approximately
GBP650,000 before expenses. Further details of the Placing are set
out below.
Proposed New Investing Policy
It is proposed that the Company's New Investing Policy will be
to invest principally, but not exclusively, in the technology
sector within Europe. Although the Company intends the main focus
of the investing policy to be on technology businesses, this will
not preclude the Company from considering investment in suitable
projects in other sectors or geographies where the Directors
believe that there are high-growth opportunities.
The Directors believe that the Company can invest in and acquire
technology businesses, improve them by a combination of new
management and investment and realise the value created, part of
which will be used for distributing returns to shareholders. The
Company may be either an active investor and acquire a controlling
interest in companies or it may acquire non-controlling
shareholdings.
The Company will seek investment opportunities which can be
developed through the introduction of skills and investment of
capital, possibly where part of or all of the consideration might
be satisfied by the issue of new ordinary shares or other
securities in the Company. The opportunities would generally have
some or all of the following characteristics, namely:
-- a majority of their revenue derived from technology or the
use of technology which the Directors believe is strongly
positioned to benefit from market growth;
-- a trading history which reflects past profitability and
potential for significant capital growth; and
-- where all or part of the consideration might be satisfied by
the issue of n ew ordinary shares or other securities in the
Company.
The Company will identify and assess potential investment
targets. Where further investigation is merited, the Company
intends to carry out a comprehensive review process in which all
material aspects of any potential investment will be subject to due
diligence and will appoint appropriately qualified advisers to
assist where necessary.
The Company's financial resources may be invested in a small
number of projects or investments or potentially in just one
investment, which may be deemed to be a reverse takeover of the
Company under the AIM Rules. Any transaction constituting a reverse
takeover under the AIM Rules would require Shareholders'
approval.
The Company's investments may take the form of equity, debt or
convertible instruments. Investments may be made in all types of
assets falling within the remit of the New Investing Policy and
there will be no investment restrictions. Proposed investments may
be made in either quoted or unquoted companies and structured as a
direct acquisition, joint venture or as an interest in a project.
The Directors may consider it appropriate to take an equity
interest in any proposed investment, which may range from a
minority position to 100 per cent ownership. The Company may be
either an active investor or passive investor.
It is anticipated that the main driver of success for the
Company will be the expertise that can be provided by the Directors
to the management of the potential investee companies and the value
creation that an appropriately experienced new team is capable of
realising. Where the Company is an active investor, it may seek
representation on the board of investee companies.
In the first instance, the new capital available to the Company
will be used to locate, evaluate and select investment
opportunities that offer satisfactory potential capital returns for
Shareholders. Once the Directors have identified the most
attractive investments additional funds may need to be raised by
the Company to complete a transaction.
The Proposed Directors believe that their broad collective
experience together with their extensive network of contacts will
assist them in the identification, evaluation and funding of
suitable investment opportunities. The Directors will also consider
appointing additional directors with relevant experience if
appropriate.
The objective of the Directors is to generate investment returns
principally through capital appreciation. Any income generated by
the Company will be applied to cover costs or will be added to the
funds available to further implement the New Investment Policy. In
view of this, it is unlikely that the Directors will recommend a
dividend in the early years. However, they may recommend or declare
dividends at some future date depending on the financial position
of the Company. Given the nature of the Company's New Investing
Policy the Company does not intend to make regular periodic
disclosures or calculations of net asset value.
The Directors confirm that, as required by the AIM Rules, they
will at each annual general meeting of the Company seek shareholder
approval of the New Investing Policy it is now proposing.
Directorate changes
On the basis that the proposed New Investing Policy is approved
and, subject to the approval by the Company's Nomad, the Company
intends to make changes to the board as described below:
Nish Malde, currently the executive director, will remain as a
non-executive director. Stephen Wicks and John Depasquale will
resign as directors and, subject to Shareholders' approval, the
following proposed directors will be appointed:
Simon Bennett - Proposed Non-Executive Chairman
Simon has over 30 years of investment banking and capital
markets experience, having held senior positions with a number of
leading international investment banks including Citibank, Credit
Agricole and Sanlam. He has a wealth of experience in advising
growing companies and in assisting executive management teams to
deliver their corporate objectives.
A chartered accountant, he is currently the senior independent
non-executive director at Inland Homes Plc, where he is Chairman of
the Remuneration Committee and a member of the Audit Committee.
Simon is a partner at Incremental Capital LLP and Glenmill
Partners, which provide objective advice to growth companies and
entrepreneurs considering strategic transactions. Previously, he
was a non-executive director of Live Company Group, where he was
Chairman of the Audit Committee and was chairman of the Grown Up
Chocolate Company.
Simon Charles Bennett, 62, is a current or past director of the
following companies:
Current directorships Past directorships held within
the last five years
Inland Homes Plc Live Company Group Plc
-------------------------------
Grown Up Chocolate Company Citicourt & Co Limited
Limited
-------------------------------
Incremental Capital LLP (Partner) Saba Capital Partners LLP
(Partner)
-------------------------------
Hygga LLP (Partner)
-------------------------------
Glenmill Partners (Partner)
-------------------------------
Simon Bennett held directorships in the following companies
which became insolvent whilst he was or within 12 months of ceasing
to be a director.
Kamstar Limited 2011
Grown Up Chocolate Company
Limited 2019
There are no other matters under paragraph (g) of Schedule 2 of
the AIM Rules to be disclosed.
Angus Forrest - Proposed Chief Executive
Angus has been an investor in the technology sector for more
than 25 years, specialising in business-to-business sales driven
companies. Angus was the chief executive of Billam Plc ("Billam"),
an AIM quoted investment company, which he co-founded in 2000.
Billam, which changed its name to Energiser Investments in 2008,
was the lead investor in Cybit plc which was grown from pre-revenue
status to become the leading vehicle telematics business in Europe
through both organic and acquisitive growth. Angus founded another
AIM quoted investment company, Tern Plc, in 2013 and was Chief
Executive until 2016. In 2018, he became Chief Executive of
Imaginatik plc where he was responsible for its turnaround and
subsequent trade sale.
Angus George Patrick Forrest, 67, is a current or past director
of the following companies:
Current directorships Past directorships held within
the last five years
Talisman Ventures Limited *Concerto Software ltd
-------------------------------
*Carrara Administration Limited FlexiOPS Limited
-------------------------------
*Carrara (Nominees) Limited Abal Group plc
-------------------------------
* Carrara (No 1 Nominees) Limited Abal (Goswell) Ltd
-------------------------------
* Drumz Limited Larke Investments Limited
-------------------------------
* Dunnet (Nominees) Limited Millais Management Ltd
-------------------------------
* Dunnet (No 1 Nominees) Limited Tern Plc
-------------------------------
* Fearnmore Properties Ltd * Docking Estate Limited
-------------------------------
* Fearnmore Properties No 1 * Imaginatik Limited
Ltd
-------------------------------
* Hurn Investments Ltd Supply@me Capital plc
-------------------------------
* Secured Savings Bond Limited
-------------------------------
* Melvich Investments Limited
-------------------------------
Carrara Investments Limited
-------------------------------
* Dunnett Investments Limited
-------------------------------
* dormant companies which have never traded
Angus Forrest held directorships in the following companies
which became insolvent whilst he was or within 12 months of ceasing
to be a director.
BMI Electronics Limited CVA
1999
Café Poppy plc 1995
Challenger Communications Ltd
1993
Alpha Returns Group plc CVAs
2010 and 2012
DLM Products Ltd 2012
DLM Professional Services Ltd
2012
Kelways Nurseries Limited 1993
Logistix Recruitment Limited
CVA 1990
Medi Info Net Limited 2003
Waterstone Glassware Limited
2000
Concurrently with his appointment, Mr Forrest intends to
purchase 5,000,000 Ordinary Shares at 1 pence per share from Mr
Wicks and subscribe for up to 20,000,000 Placing Shares at the
Placing Price. On this basis, Mr Forrest's aggregate investment in
the Company would be GBP150,000. This intention is not legally
binding.
There are no other matters under paragraph (g) of Schedule 2 of
the AIM Rules to be disclosed.
John Wakefield - Proposed Non-Executive Director
John Nigel Wakefield, 65, qualified as a solicitor with McKenna
& Co (now CMS) before moving into corporate finance, first with
Williams de Broe Limited and then at Rowan Dartington & Co
Limited, where he was a founder director and shareholder and head
of corporate finance until its sale in 2006. He was a corporate
finance director of WH Ireland Limited from 2009 until retirement
in 2016. He was a member of the AIM Advisory Group from 2000 to
2004, chairman of the London Stock Exchange Regional Advisory Group
for the South West and chairman of South West Angel and Investor
Network Limited (SWAIN) from 2008 until 2016. He is currently a
director of Ovation Finance Limited and The Eternal Business
Consultancy Limited.
There are no other matters under paragraph (g) of Schedule 2 of
the AIM Rules to be disclosed.
Change of Name
To reflect the new direction of the Company the new Board is
proposing to change the name of the Company. Therefore, conditional
on the passing of Resolutions 1 to 11, a resolution (number 12)
will be put to the Annual General Meeting to change the Company's
name to Drumz plc.
Under the Companies Act 2006 and the Company's Articles of
Association, a change of name requires the passing of a special
resolution of Shareholders at a general meeting.
If Resolution 12 is approved, the Change of Name will be
effective once Companies House has issued a new certificate on the
Change of Name. This is expected to occur after the passing of all
the resolutions at the AGM. The tradeable instrument display
mnemonic ("TIDM") of the Company is expected to change to "DRUM"
effective from 7.00 a.m. on or around 1 July 2020.
Details of the Placing
Subject to the satisfaction of the conditions under the Placing
including, inter alia, the passing of all the Resolutions, the
Company will place a total of 130,000,000 new Ordinary Shares at a
price of 0.5 pence per Ordinary Share, raising in aggregate
approximately GBP650,000, before expenses. The Placing Shares have
been conditionally placed by Peterhouse, as agent for the Company,
with investors. The Placing Shares will be allotted at the Placing
Price.
The Placing is conditional, inter alia, upon:
i. all the Resolutions to be proposed at the Annual General
Meeting being passed without amendment;
ii. compliance by the Company in all material respects of its
obligations under the Placing Agreement; and
iii. Admission of the Placing Shares becoming effective by not
later than 8 a.m. on 1 July 2020 (or such later date as may be
agreed, being no later than 15 July 2020).
The Placing Price of 0.5 pence per Placing Shares represents a
discount of approximately 26.5 per cent. to the mid-market price of
0.68 pence per share at which the Ordinary Shares were quoted on
AIM as at close of trading on 2 June 2020, the last trading day
prior to announcement of the Placing.
Pursuant to the terms of the Placing Agreement, Peterhouse, as
agent for the Company, has agreed to use its reasonable endeavours
to procure subscribers or purchasers (as appropriate) for the
Placing Shares at the Placing Price. The Placing has not been
underwritten by Peterhouse.
Settlement and dealings
In due course application will be made for the Placing Shares to
be admitted to trading on AIM and, on the assumption that all the
Resolutions are passed, dealings are expected to commence on 1 July
2020.
The Placing Shares will rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared on or after the date on
which they are issued. It is expected that CREST accounts will be
credited with entitlements to the Placing Shares as soon as
practicable after 8.00 a.m. on the day of Admission and that share
certificates (where applicable) will be despatched as soon as
practicable after Admission.
In accordance with the provisions of the Disclosure and
Transparency Rules of the FCA, the Company confirms that, following
the Placing, its issued share capital will comprise 253,912,957
Ordinary Shares of 0.10 pence each. All Ordinary Shares shall have
equal voting rights and, following the Placing, none of the
Ordinary Shares will be held in treasury. The total number of
voting rights in the Company immediately following Admission will
therefore be 253,912,957.
Angus Forrest, a new proposed director, intends to participate
in the Placing investing GBP100,000 to acquire 20,000,000 new
Ordinary Shares at the Placing Price.
Use of proceeds
The net proceeds of the Placing will be used principally to
provide the Company with working capital to source, evaluate and
select investment opportunities.
Irrevocable undertakings to vote in favour of the resolutions at
the forthcoming AGM
The Company has received irrevocable undertakings from Stephen
Wicks and Nishith Malde to vote in favour of all the resolutions to
be put to shareholders at the forthcoming AGM, in respect of their
direct holdings of 28,558,855 and 11,230,957 Ordinary Shares
respectively, representing in aggregate 32.1 per cent of the
Company's existing issued share capital.
ANNUAL GENERAL MEETING
The AGM will be held at Burnham Yard, London Road, Beaconsfield,
HP9 2JH on Tuesday 30 June 2020 at 10.00 a.m.
The following resolutions are being put at the AGM:
Ordinary Resolutions
1 That the audited accounts of the Company for the financial
year ended 31 December 2019 and the Directors Report and Auditor's
report on those accounts and the Strategic Report and Remuneration
report be received and adopted.
2 That UHY Hacker Young be appointed auditor of the Company to
hold office from the conclusion of this Meeting until the
conclusion of the next general meeting at which audited accounts
are laid and to authorise the Directors to fix its
remuneration.
3 That Nishith Malde be reappointed a Director of the Company in
accordance with the Articles of Association of the Company.
4 That, subject to and conditional on the passing of all other
Resolutions, the New Investing Policy, be and is hereby approved
for the purposes of Rule 15 of the AIM Rules and that the Directors
be and are hereby authorised to take all such steps as they may
consider necessary or desirable to implement the same;
5 To appoint Simon Bennett as a Director of the Company in
accordance with the Articles of Association of the Company.
6 To appoint Angus Forrest as a Director of the Company in
accordance with the Articles of Association of the Company.
7 To appoint John Wakefield as a Director of the Company in
accordance with the Articles of Association of the Company.
8 That the Company may send or supply documents or information
to members by making them available on a website or other
electronic means.
9 THAT in substitution for all existing authorities under that
Section, the Directors be and they are hereby generally and
unconditionally authorised pursuant to Section 551 of the Companies
Act 2006 (the Act) to exercise all the powers of the Company to
allot, grant options over, offer or otherwise deal with or dispose
of any relevant securities (as defined in Section 560 of the Act)
of the Company up to a maximum aggregate nominal amount of
GBP500,000 to such persons, at such times and generally on such
terms and conditions as the Directors (subject to the Articles of
Association of the Company from time to time) in their absolute
discretion may determine during the period commencing on the date
of the passing of this resolution and expiring (unless previously
renewed, varied or revoked by the Company in general meeting) 15
months from the date of the passing of this resolution or, if
earlier, on the conclusion of the next Annual General Meeting of
the Company save that the Company may make an offer or agreement
which would or might require relevant securities to be allotted
after the expiry of this authority and the Directors may allot
relevant securities pursuant to such an offer or agreement as if
the authorities hereby conferred had not expired.
Special Resolutions
10 THAT in substitution for all existing authorities, the
Directors be and they are hereby empowered, pursuant to Section 571
of the Act, to allot equity securities (within the meaning of
Section 560 of the Act) for cash pursuant to the authority
conferred by resolution 9 above as if Section 561 of the Act did
not apply to any such allotment provided that this power shall be
limited to the allotment of equity securities for cash up to an
aggregate nominal amount of GBP500,000, and shall expire on the
conclusion of the next Annual General Meeting of the Company or 15
months after the passing of this resolution, whichever is earlier,
save that the Company may before such expiry make an offer or
agreement which would or might require equity securities to be
allotted after such expiry and the Directors may allot equity
securities in pursuance of such offer or agreement after such
expiry as if the power conferred hereby had not expired.
For the purposes of this resolution:
(a) references to an allotment of equity securities shall
include a sale of treasury shares; and
(b) the nominal amount of any securities shall be taken to be,
in the case of rights to subscribe for or convert any securities
into shares of the Company, the nominal amount of such shares which
may be allotted pursuant to such rights.
11 THAT the Company is generally and unconditionally authorised
to make purchases (within the meaning of section 693(4) of the Act)
of ordinary shares of GBP0.001 each in the capital of the Company
("Ordinary Shares") provided that:
(a) the maximum aggregate number of Ordinary Shares that may be
purchased is up to a maximum aggregate nominal amount of
GBP12,391.29;
(b) the minimum price (excluding expenses) which may be paid for
each Ordinary Share is GBP0.001; and
(c) the maximum price (excluding expenses) which may be paid for
each Ordinary Share is 105 per cent. of the average market value of
an Ordinary Share for the five business days prior to the day the
purchase is made.
The authority conferred by this resolution shall expire 15
months after the date of passing of this resolution or, if earlier,
at the conclusion of the Company's next Annual General Meeting save
that the Company may, before the expiry of the authority granted by
this resolution, enter into a contract to purchase Ordinary Shares
which will or may be executed wholly or partly after the expiry of
such authority.
12 That, subject to and conditional on the passing of
Resolutions 1 to 11 inclusive, the name of the Company be changed
to Drumz plc.
POSTING OF ANNUAL REPORT AND ANNUAL GENERAL MEETING (AGM)
The annual report for the year ended 31 December 2019 will
shortly be available from the company's website:
(www.energiserinvestments.co.uk/investors/reports_and_presentations.php)
and will be posted to shareholders shortly. The annual report
contains a notice of the AGM which will be held at Burnham Yard,
London End, Beaconsfield, Buckinghamshire HP9 2JH on Tuesday 30
June 2020.
In light of the evolving Coronavirus (COVID-19) pandemic, the
Board has been monitoring closely the rapidly changing situation.
The health of our shareholders, employees and stakeholders remains
extremely important to us and accordingly, the Board has taken into
consideration the compulsory 'Stay at Home' measures published by
the UK Government. These measures currently provide that public
gatherings of more than two people are not permitted unless the
gathering is 'essential for work purposes'. Attendance at an annual
general meeting by a shareholder, other than one specifically
required to form the quorum for that meeting, is not 'essential for
work purposes' under those measures. Regrettably therefore,
shareholders are requested not to attend the AGM to be held on
Tuesday 30 June 2020 as the Company will be unable to allow entry
to anyone seeking to attend the AGM in person.
The Company will convene the AGM with the minimum necessary
quorum of two shareholders (which the Company will facilitate). The
Company will include all valid proxy votes (whether submitted
electronically or in hard copy form) in its polls at the AGM and
the Chair of the meeting will call for a poll on each resolution.
The Company accordingly requests that shareholders submit their
proxy votes by post in advance of the AGM.
The current situation is evolving and the Company will make any
further announcements that may be required by way of a Regulatory
News Service and on the Company's website. If the Stay at Home
measures are not in force at the date of the AGM and there are no
other restrictions on attendance in place, you may be able to
attend the meeting in person, subject to any public health guidance
issued at the time.
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no. 596/2014 ("MAR").
For more information please contact:
Energiser Investments plc: +44 01494 762450
Nish Malde, Director
Nominated Advisor and Joint
Broker:
W H Ireland +44 0117 945 3472
Mike Coe
Chris Savidge
Joint Broker:
Peterhouse Capital Limited +44 20 7469 0935
Duncan Vasey/Lucy Williams
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCZZGGVGFMGGZM
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June 03, 2020 06:32 ET (10:32 GMT)
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