TIDMBION
RNS Number : 6839G
Bion PLC
31 March 2022
31 March 2022
BiON plc
("BiON" or the "Company")
Proposed Disposal, Conditional Placing, Posting of Circular and
Notice of General Meeting
BiON (AIM: BION) announces that it has entered into an agreement
(the "Disposal Agreement") to sell BiON Ventures Sdn Bhd ("BVSB"),
its main operational subsidiary, to Minnos Ventures Inc (the
"Proposed Disposal"), following completion of which the Company
would become an AIM Rule 15 cash shell. The Company also announces
that its broker, Optiva Securities Ltd ("Optiva"), has
conditionally raised GBP1 million before expenses via the placing
of new ordinary shares (the "Proposed Placing" and, together with
the Proposed Disposal, the "Proposals"). The Company has today
published a circular for shareholders (the "Circular") containing
details of the Proposals and giving notice of a general meeting of
shareholders (the "General Meeting").
Summary of the Disposal Agreement
The Disposal Agreement is to be entered into between the Company
(as vendor), Minnos Ventures Inc (as purchaser), and Syed Nazim Bin
Syed Faisal ( solely as guarantor). The key terms of the Disposal
Agreement are as follows:
-- The consideration for the Proposed Disposal is GBP1.00.
-- Completion of the Disposal Agreement is conditional upon the
receipt of the approval of shareholders at a duly convened general
meeting of the Company.
-- The Company is giving title and capacity warranties pursuant
to the terms of the Disposal Agreement and has agreed to procure
that BVSB is run in the ordinary course between signing and
completion.
-- Minnos Ventures Inc has certain termination rights prior to
completion if, inter alia, BVSB is deemed unable to pay its debts
or is insolvent.
-- The Disposal Agreement is governed by Malaysian law.
AIM Rule 15
In accordance with AIM Rule 15, the Proposed Disposal
constitutes a fundamental change of business of the Company. On
completion of the Proposed Disposal, the Company will cease to own,
control or conduct all or substantially all, of its existing
trading business, activities or assets.
The Company will therefore become an AIM Rule 15 cash shell and,
as such, will be required to make an acquisition or acquisitions
which constitutes a reverse takeover under AIM Rule 14 (including
seeking re-admission as an investing company (as defined under the
AIM Rules)) on or before the date falling six months from
completion of the Proposed Disposal 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 on AIM would be
cancelled six months from the date of suspension should the reason
for the suspension not be rectified during that period.
Background to and reasons for the Proposed Disposal
Since the Company's Ordinary Shares were suspended from trading
on AIM on 1 October 2021, some six months ago, pending the
publication of its audited accounts for the period ended 31
December 2020 and the unaudited interim results for the period
ended 30 June 2021 (the "Accounts"), the Company has been looking
for a solution which provides a stable financial operating basis
that supports its listing and therefore enables those accounts to
be published.
This is against the backdrop of operating issues, financial
requirements and the continuing impact of the COVID restrictions
imposed in Malaysia which have been far more severe than those
experienced say in the UK.
As regards the Group's operations, the four existing biogas
power plants have for various reasons been producing only 1MW out
of the 7MW capacity to the National Grid and a new 3MW plant in
Indonesia remains under construction. To upgrade and repair the
existing plants would require some RM12 million and completion of
the Indonesian plant another RM10 million. The Company does not
have access to such funding.
In addition, the Group's indebtedness of some RM80 million has
hitherto been guaranteed by the major shareholder, Serba Dinamik
which is no longer in a position to do so and that has required a
long-term refinancing of the debt, again necessary to complete the
Accounts.
The general financial difficulties have not only impacted on the
Company's ability to conduct its own business but have also
affected its customers. In particular, the historic debtors remain
unpaid as do a majority of the debtors for the more recent contract
work the Group has undertaken, in aggregate some RM84.8
million.
Nevertheless, throughout the period from suspension, the Company
has engaged with various parties with a view to injecting new
resources into the existing business and has been close to securing
an outcome. However, this has not been achieved and the Board has
concluded that in the light of the various matters summarised above
it is not going to be able to do so in sufficient time for the
Accounts to be issued and the shares to recommence trading on AIM.
Given the liabilities within the operating business, the unpaid
debtors and the operational issues and need for future financing to
re-establish its business, the Board have concluded that it is the
best that can be achieved is to sell its operating business (BVSB)
for a nominal sum but without any future recourse or liability to
the BiON plc. On this basis, the Company has also been offered
financing from its broker, Optiva, to cover the BiON plc creditors
and provide future working capital whilst the Company seeks a new
business which is capable of sustaining the ongoing listing which
the existing business clearly is not. The sale of the existing
business rather than placing it into an insolvency process may
better preserve the position of the other stakeholders in the
business for whom the Board bear responsibility, such as the
creditors and employees.
The unaudited management accounts for BVSB for the period ended
31 December 2021 show a net loss of c. RM1 million and net assets
of c. RM13.5 million towards which the investment in the main
subsidiary is c. RM19 million. It should however be noted that BVSB
and its own group has in aggregate outstanding long-term debtors
comprising the historic amounts and those related to more recent
trading activities of some RM84.6 million and finance and other
creditors of some RM107.1 million.
The new money now being raised will after the payment of the
various liabilities, principally related to the maintenance of the
AIM listing, leave around GBP600,000 available for ongoing working
capital. The Company will then represent a "clean shell" and
provide a route to market for a new business which the Board hopes
will be to the advantage and benefit of the existing shareholder
base.
If the Resolutions are not passed, the Proposals will not
proceed, the Accounts will not be published and accordingly the
Company's AIM securities will be cancelled with effect from 7.00
a.m. on 20 April 2022.
Proposed Board Changes
Subject to the completion of the Proposals and the Company
becoming an AIM Rule 15 cash shell as well as the completion of
customary regulatory due diligence, Maurice James Malcolm Groat
(known as Malcolm Groat), aged 61, will be appointed as a
Non-executive Director of the Company.
Malcolm is a Chartered Accountant (FCA) and MBA graduate who has
worked for many years as a consultant to companies in the
technology, natural resources and general commerce sectors.
Following an early career with PwC in London, he held CFO, COO and
CEO roles in international businesses. Since 2005, Malcolm has
served in non-executive director or chairman positions primarily
with growth businesses traded on AIM but also with larger bodies
such as Baronsmead Second Venture Trust plc. He is currently
chairman of TomCo Energy Plc and of Harland & Wolff Group
Holdings plc, both AIM-traded companies.
In addition, upon completion of the Proposals and the Company
becoming an AIM Rule 15 cash shell, Dato' Dr. Is. Ts. Mohd Abdul
Karim Bin Abdullah will resign from his position as Non-executive
Chairman of the Company and Mr. Aditya Chathli, a current
Non-executive Director of the Company, will assume the role of
Interim Chairman.
The matters required to be disclosed in relation to the
appointment of Malcolm Groat pursuant to paragraph (g) of Schedule
Two to the AIM Rules for Companies will follow in due course.
Proposed Placing
Optiva on behalf of the Company has conditionally raised GBP1
million before expenses through the Proposed Placing. The Proposed
Placing is conditional on the passing of the resolutions at the
General Meeting and the resumption of trading in the Company's
Ordinary Shares on AIM following the lifting of the temporary
suspension in trading. The net proceeds of the Placing, following
the settlement of outstanding creditors, are estimated at about
GBP600,000.
Optiva will receive a commission of 6% of the funds raised in
the Placing. In addition, the Company has agreed, subject to
completion of the Placing, to issue Optiva warrants exercisable
over 20,000,000 Ordinary Shares at 0.3 pence for a period of three
years from Re-trading.
The Directors believe that for the reasons described in the
"Background to and reasons for the Proposed Disposal" section
above, the sale of the existing business rather than placing it
into an insolvency process and delisting, as well as the Placing
(including the Placing Price), are in the best interest of the
Shareholders.
Following completion of the Placing, the existing Shareholders
will, in aggregate, hold approximately 56.43% of the Enlarged
Issued Share Capital. The Placing Price of 0.3 pence per Placing
Share represents a discount of approximately 81.82% to the closing
mid-market price of 1.65 pence per Ordinary Share on 1 October
2021, being the date on which trading in the Company's Ordinary
Shares on AIM was suspended.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Application will be made for the Placing Shares to be admitted
to trading on the AIM and, subject to Shareholders' approval of the
Proposals and Re-trading, admission is expected to take place on or
around 20 April 2022.
Shareholders should be aware that the Placing is conditional
upon the passing of the Resolutions and Re-trading. If these
conditions are not met, then the Placing will not proceed.
Use of Proceeds
The proceeds of the Placing will be used to settle outstanding
creditors of the Company and the remainder, about GBP600,000, will
be used to enable the Directors to search for acquisition
opportunities, which if successful would constitute a reverse
takeover under the AIM Rules for Companies and fund the Company's
general working capital.
Posting of Circular and Notice of General Meeting
The Proposed Disposal will constitute a fundamental change of
business of the Company under Rule 15 of the AIM Rules and is
therefore conditional on, inter alia, the passing of an ordinary
resolution at a general meeting of shareholders. Accordingly,
shareholder approval to the Proposed Disposal is being sought at a
general meeting of the Company to be held on 19 April 2022 at 10.00
a.m. at the offices of Charles Russell Speechlys LLP, 5 Fleet
Place, London, EC4M 7RD.
Further details of the Proposed Disposal and the Disposal
Agreement giving effect to the Proposed Disposal are set out in the
Circular (Notice of General Meeting) that is available on the
Company's website ( www.bionplc.com ) and is being posted today to
shareholders.
The text of the Letter from the Non-Executive Chairman of the
Company and Expected Timetable of Principal Events is set out in
the Appendix to this announcement.
Unless the context otherwise requires, capitalised terms in this
announcement shall have the same meaning ascribed to them in the
Circular.
This announcement contains inside information for the purposes
of Article 7 of Regulation 2014/596/EU which is part of domestic UK
law pursuant to the Market Abuse (Amendment) (EU Exit) regulations
(SI 2019/310).
Enquiries:
BiON plc
Datuk Syed Nazim bin Syed Faisal, CEO +603 6413 1085
Beaumont Cornish Limited (Nominated Adviser)
+44 20 7628
Roland Cornish, Felicity Geidt 3396
Optiva Securities Limited (Joint Broker)
+44 20 3137
Vishal Balasingham 1903
VSA Capital Limited (Joint Broker)
Andrew Raca, Maciek Szymanski, Vivian Papasotiriou +44 20 3005
(Corporate Finance) 5000
Andrew Monk (Corporate Broking)
Luther Pendragon (Financial PR Adviser)
+44 20 7618
Claire Norbury 9100
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the General Meeting 31 March 2022
Date of publication of this document 31 March 2022
Last date and time for receipt of Forms 10.00 a.m. on 13 April
of Proxy 2022
General Meeting 10.00 a.m. on 19 April
2022
Completion of the Disposal 19 April 2022
If any of the details contained in the timetable above should
change, the revised times and dates will be notified to
Shareholders by means of a Regulatory Information Service
announcement. All events listed in the above timetable following
the General Meeting are conditional on the passing of the
resolutions at the General Meeting.
References to time in this document and the Notice of General
Meeting are to London times, unless otherwise stated.
LETTER FROM THE CHAIRMAN
Dear Shareholder,
DISPOSAL OF BION VENTURES SDN BHD
PLACING
AND
NOTICE OF GENERAL MEETING
Introduction
This Circular sets out details of the proposed Disposal of BVSB,
following completion of which the Company will become an AIM Rule
15 cash shell.
The purpose of this Circular is to provide you with the
background to and to explain why the Directors consider the
Disposal is in the best interests of the Company and its
Shareholders as a whole and why they recommend that Shareholders
should vote in favour of the Resolutions to be proposed at the
General Meeting.
A notice convening a General Meeting to be held at the offices
of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD,
at 10.00 a.m. on 19 April 2022 is set out at pages 15 - 17 of this
Document.
Background to and reasons for the Disposal
Since the Company's Ordinary Shares were suspended from trading
on AIM on 1 October 2021, some six months ago, pending the
publication of its audited accounts for the period ended 31
December 2020 and the unaudited interim results for the period
ended 30 June 2021 (the "Accounts"), the Company has been looking
for a solution which provides a stable financial operating basis
that supports its listing and therefore enables those accounts to
be published.
This is against the backdrop of operating issues, financial
requirements and the continuing impact of the COVID restrictions
imposed in Malaysia which have been far more severe than those
experienced say in the UK.
As regards the Group's operations, the four existing biogas
power plants have for various reasons been producing only 1MW out
of the 7MW capacity to the National Grid and the new 3MW plant in
Indonesia remains under construction. To upgrade and repair the
existing plants would require some RM12 million and completion of
the Indonesian plant another RM10 million. The Company does not
have access to such funding.
In addition, the Group's indebtedness of some RM80 million has
hitherto been guaranteed by the major shareholder, Serba Dinamik
which is no longer in a position to do so and that has required a
long-term refinancing of the debt, again necessary to complete the
Accounts.
The general financial difficulties have not only impacted on the
Company's ability to conduct its own business but have also
affected its customers. In particular, the historic debtors remain
unpaid as do a majority of the debtors for the more recent contract
work the Group has undertaken, in aggregate some RM84.8
million.
Nevertheless, throughout the period from suspension, the Company
has engaged with various parties with a view to injecting new
resources into the existing business and has been close to securing
an outcome. However, this has not been achieved and the Board has
concluded that in the light of the various matters summarised above
it is not going to be able to do so in sufficient time for the
Accounts to be issued and the shares to recommence trading on AIM.
Given the liabilities within the operating business, the unpaid
debtors and the operational issues and need for future financing to
re-establish its business, the Board have concluded that it is the
best that can be achieved is to sell its operating business (BVSB)
for a nominal sum but without any future recourse or liability to
BiON Plc. On this basis, the Company has also been offered
financing from its Broker to cover BiON Plc creditors and provide
future working capital whilst the Company seeks a new business
which is capable of sustaining the ongoing listing which the
existing business clearly is not. The sale of the existing business
rather than placing it into an insolvency process may better
preserve the position of the other stakeholders in the business for
whom the Board bear responsibility, such as the creditors and
employees.
The unaudited management accounts for BVSB for the period ended
31 December 2021 show a net loss of c. RM1 million and net assets
of c. RM13.5 million towards which the investment in the main
subsidiary is c. RM19 million. It should however be noted that BVSB
and its own group has in aggregate outstanding long-term debtors
comprising the historic amounts and those related to more recent
trading activities of some RM84.6 million and finance and other
creditors of some RM107.1 million.
The new money now being raised will after the payment of the
various liabilities, principally related to the maintenance of the
AIM listing, leave around GBP600,000 available for ongoing working
capital. The Company will then represent a "clean shell" and
provide a route to market for a new business which the Board hopes
will be to the advantage and benefit of the existing shareholder
base.
Details of the Disposal
The Company is proposing to dispose of its main operational
subsidiary BVSB. Therefore, the Company has entered into the
Disposal Agreement.
Under the terms of the Disposal Agreement, Minnos Ventures Inc,
subject to shareholder approval at the GM, will acquire the entire
issued capital of BVSB for a total consideration of GBP 1.00.
The Disposal will represent a fundamental change of business for
the Company . This is because, should the Disposal proceed, the
Company will become an AIM Rule 15 cash shell.
Summary of the Disposal Agreement
The Disposal Agreement is to be entered into between the Company
(as vendor), Minnos Ventures Inc (as purchaser), and Syed Nazim Bin
Syed Faisal (solely as guarantor). The key terms of the Disposal
Agreement are as follows:
-- The consideration for the Disposal is GBP1.00.
-- Completion of the Disposal Agreement is conditional upon the
passing, at a duly convened general meeting of the Company, of
Resolution 1 as set out in the Notice (the "Condition").
-- The Company is giving title and capacity warranties pursuant
to the terms of the Disposal Agreement and has agreed to procure
that BVSB is run in the ordinary course between signing and
completion. Such limited warranties are uncapped in time and
amount.
-- Minnos Ventures Inc has certain termination rights prior to
completion if, inter alia, BVSB is deemed unable to pay its debts
or is insolvent.
-- The Disposal Agreement is governed by Malaysian law.
Proposed Board Changes
Subject to the completion of the Proposals and the Company
becoming an AIM Rule 15 cash shell as well as the completion of
customary regulatory due diligence, Maurice James Malcolm Groat
(known as Malcolm Groat), aged 61, will be appointed as a
Non-executive Director of the Company.
Malcolm is a Chartered Accountant (FCA) and MBA graduate who has
worked for many years as a consultant to companies in the
technology, natural resources and general commerce sectors.
Following an early career with PwC in London, he held CFO, COO and
CEO roles in international businesses. Since 2005, Malcolm has
served in non-executive director or chairman positions primarily
with growth businesses traded on AIM but also with larger bodies
such as Baronsmead Second Venture Trust plc. He is currently
chairman of TomCo Energy Plc and of Harland & Wolff Group
Holdings Plc, both AIM traded companies.
In addition, upon completion of the Proposals and the Company
becoming an AIM Rule 15 cash shell, Dato' Dr. Is. Ts. Mohd Abdul
Karim Bin Abdullah will resign from his position as Non-executive
Chairman of the Company and Mr. Aditya Chathli, a current
Non-executive Director of the Company, will assume the role of
Interim Chairman.
AIM Rule 15
In accordance with AIM Rule 15, the Disposal constitutes a
fundamental change of business of the Company. On completion of the
Disposal, the Company will cease to own, control or conduct all or
substantially all, of its existing trading business, activities or
assets.
The Company will therefore become an AIM Rule 15 cash shell and,
as such, will be required to make an acquisition or acquisitions
which constitutes a reverse takeover under AIM Rule 14 (including
seeking re-admission as an investing company (as defined under the
AIM Rules)) on or before the date falling six months from
completion of the Disposal 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 on AIM would be
cancelled six months from the date of suspension should the reason
for the suspension not be rectified during that period.
AIM Rule Deadlines - Reverse Takeover
Any failure in completing an acquisition or acquisitions which
constitute(s) a reverse takeover under AIM Rule 14 (including
seeking re-admission as an investing company (as defined under the
AIM Rules)) will result in the cancellation of the Company's
Ordinary Shares from trading on AIM.
Following the completion of the Disposal, the Company will be
dependent upon the ability of the Board to identify suitable
acquisition targets. As at the date hereof, the Directors have not
identified any opportunities which they have resolved to pursue.
There is therefore no guarantee that the Company will be able to
acquire an identified opportunity at an appropriate price, or at
all, as a consequence of which cash resources and management time
might be expended on investigative work and due diligence.
Market conditions may also have a negative impact on the
Company's ability to make an acquisition or acquisitions which
constitutes a reverse takeover under AIM Rule 14. There is
therefore no guarantee that the Company will be successful meeting
the AIM Rule 15 deadline as described above.
The Company expects to incur certain third-party costs
associated with the sourcing of suitable acquisition or
acquisitions. The Company can give no assurance as to the level of
such costs, and given that there can be no guarantee that
negotiations to acquire any given target business will be
successful, the greater the number of deals that do not reach
completion, the greater the likely impact of such costs on the
Company's performance, financial condition and business
prospects.
Placing
Optiva on behalf of the Company has conditionally raised GBP1
million before expenses through the Placing. The Placing is
conditional on the passing of the Resolutions and Re-trading. The
net proceeds of the Placing, following the settlement of
outstanding creditors, are estimated at about GBP600,000.
Optiva will receive a commission of 6% of the funds raised in
the Placing. In addition, the Company has agreed, subject to
completion of the Placing, to issue Optiva warrants exercisable
over 20,000,000 Ordinary Shares at 0.3 pence for a period of three
years from Re-trading.
The Directors believe that for the reasons described in the
"Background to and reasons for the Disposal" section above, the
sale of the existing business rather than placing it into an
insolvency process and delisting, as well as the Placing (including
the Placing Price), are in the best interest of the
Shareholders.
Following completion of the Placing, the existing Shareholders
will, in aggregate, hold approximately 56.43% of the Enlarged
Issued Share Capital. The Placing Price of 0.3 pence per Placing
Share represents a discount of approximately 81.82% to the closing
mid-market price of 1.65 pence per Ordinary Share on 1 October
2021, being the date on which trading in the Company's Ordinary
Shares on AIM was suspended.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Application will be made for the Placing Shares to be admitted
to trading on the AIM and, subject to Shareholders' approval of the
Proposals and Re-trading, admission is expected to take place on or
around 20 April 2022.
Shareholders should be aware that the Placing is conditional
upon the passing of the Resolutions and Re-trading. If these
conditions are not met, then the Placing will not proceed.
Use of Proceeds
The proceeds of the Placing will be used to settle outstanding
creditors of the Company and the remainder, about GBP600,000 will
be used to enable the Directors to search for acquisition
opportunities, which if successful would constitute a reverse
takeover under the AIM Rules for Companies and fund the Company's
general working capital.
Shareholders' Approval
Set out at the end of this Document is a notice convening the
General Meeting to be held on 19 April 2022 at 10.00 a.m. at the
offices of Charles Russell Speechlys LLP, 5 Fleet Place, London
EC4M 7RD at which the following Resolutions will be proposed:
1. That the sale by the Company of BVSB to Minnos Ventures Inc
be approved for the purposes of Rule 15 of the AIM Rules.
2. That, to the extent unused, all existing authorities granted
to the Directors to allot relevant securities in the Company be
revoked.
3. That the Directors be authorised to allot the Placing Shares.
4. That the pre-emption rights on the allotment of shares set
out in the Articles be disapplied in respect of the Placing
Shares.
5. That, in addition to the authority to allot the Placing
Shares, the Directors be authorised to allot up to a maximum of
229,515,929 additional relevant securities in the Company.
6. That the pre-emption rights set out in the Articles be
disapplied in respect of the allotment of such additional relevant
securities in connection with an offer by way of a rights issue to
holders of shares in the Company in proportion (as nearly as may be
practicable) to their respective holdings, up to a maximum of
229,515,929 shares.
Resolutions 1, 2, 3 and 5 will be proposed as an ordinary
resolution and Resolutions 4 and 6 will be proposed as special
resolutions.
If the Resolutions are not passed, the Proposals will not
proceed, the Accounts will not be published and accordingly the
Company's AIM securities will be cancelled with effect from 7.00
a.m. on 20 April 2022.
Action to be taken by Shareholders
You will find enclosed with this Document a Form of Proxy for
use at the General Meeting. You are requested to complete and
return the Form of Proxy to the Registrar, in accordance with the
instructions printed thereon as soon as possible but, in any event,
to be received no later than 10.00 a.m. on 13 April 2022 (being 48
hours before the time of the General Meeting (excluding non-working
days).
Irrevocable Undertakings
The Company has received irrevocable undertakings from
Shareholders confirming their agreement to vote in favour of the
Resolutions detailed representing, in aggregate 66.49%. of the
Company's Ordinary Share capital as at the date of this
Document.
Recommendations
In respect of all the Resolutions, the Directors, believe it is
in the best interests of Shareholders and the Company as a whole
and accordingly recommend that the Shareholders vote in favour of
all the Resolutions as they intend to do in respect of their own
beneficial shareholdings, which amount in aggregate to 86,343,953
Ordinary Shares, representing approximately 20% of Company's
Ordinary Share capital.
The Directors have considered the alternatives to the Disposal
and have concluded that out of the alternatives, the Company
carrying out the Disposal and becoming a cash shell is most likely
to represent the best value to the Shareholders in the long
term.
Should the Disposal and hence the Placing not proceed, the
Company would not be in a position to publish its outstanding
Accounts, in which case trading in the Ordinary Shares on AIM would
be cancelled with effect from 20 April 2022.
Yours faithfully,
Dato' Dr. Ir. Ts. Mohd Abdul Karim Abdullah
Chairman, Bion Plc
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END
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(END) Dow Jones Newswires
March 31, 2022 02:01 ET (06:01 GMT)
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