TIDMHEGY
RNS Number : 1036I
Helius Energy Plc
20 March 2015
20th March 2015
Helius Energy plc
("Helius" or the "Company")
Proposed Disposal of Helius CoRDe Limited and Proposed
Cancellation of Admission of Ordinary Shares to Trading on AIM
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR
INDIRECTLY) IN WHOLE OR IN PART IN, INTO, WITHIN OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
-- Proposed disposal of CoRDe for GBP12.3m representing a c. 15x
multiple of annualised profits for the plant (based on Q1
performance) and a value significantly in excess of Helius' initial
investment of GBP7.85m
-- Planning consent for the Avonmouth project to expire on 26 March 2015
-- Proposal to cancel admission of Ordinary Shares to trading on
AIM and return available cash to Shareholders as soon as
practicable
Helius today announces that it has signed a conditional sale and
purchase agreement regarding the disposal of its 50% plus one share
interest in Helius CoRDe Limited to Leo Energy Limited, a company
wholly owned by iCON Infrastructure Partners II, L.P. The price
agreed for the acquisition is GBP12.3m payable in cash, which
equates to a multiple of c.15 times annualised profits for the
CoRDe Project plant based performance in the first quarter of the
2014/15 financial year (unaudited). This represents a value
significantly in excess of the Company's initial investment of
GBP7.85m and its market capitalisation of GBP4.15m, based on the
closing share price for the Company of 2.12 pence per Ordinary
Share as at 19th March 2015 (being the latest practicable date
prior to the announcement of the proposed disposal).
Planning consent in respect of the Avonmouth Project will expire
on 26 March 2015. Despite extensive efforts to secure finance over
the past three years, the Company has been unable to obtain the
required equity funding to meet the full construction costs of the
project. Given that it has not been possible to obtain funding for
the Avonmouth Project within the available timescales, the Board
does not consider that the Company will be able to deliver the
Southampton Project.
In light of this, and following the strategic review announced
in September 2014 and the subsequent restructuring and
cost-reduction programme announced in November 2014, the Board has
resolved that the disposal of the Company's interest in Helius
CoRDe Limited is the most appropriate route to securing value for
shareholders and has recommended that the shareholders approve the
sale.
The Directors are recommending the cancellation of admission of
the Ordinary Shares to trading on AIM and the re-registration of
the Company as a private limited company. This will reduce
overheads and simplify the mechanism for returning cash to
Shareholders.
The proposals are also subject to Shareholder approval. The
Directors have received irrevocable undertakings from Directors who
hold Ordinary Shares, together with other shareholders, in respect
of their own beneficial shareholdings which amount to 99,434,436
Ordinary Shares, equivalent to, in aggregate, 50.91 per cent. Of
the Company's current issued share capital. A circular will be
distributed to all shareholders containing a notice of the General
Meeting to be held on 7(th) April 2015.
John Seed, Chairman of Helius, said
"Helius has been focused on pursuing all possible options for
the Avonmouth project's funding while also working to explore the
best means to deliver maximum value for shareholders should funding
not be possible. While it is satisfying to have achieved a very
good return on our investment in the CoRDe plant, it is a matter of
great regret that Helius has been unable to secure all of the
equity funding for our Avonmouth project. This is despite the
project having pre-qualified for a Treasury Guarantee, all
necessary consents having been obtained, support of debt funders
and agreement in principle of all necessary contractual
agreements.
Having considered the trade-off between potential future returns
and current value available for Shareholders we consider that the
disposal of our interest in Helius CoRDe and the subsequent return
of all available cash provides the best value for our shareholders
as a whole. The Board expects to approve a return of cash as soon
as reasonably practicable after the General Meeting to approve the
sale to Leo Energy Limited."
For more information please contact:
Helius Energy plc
John Seed, Executive Chairman
Alan Lyons, Chief Financial Officer
William Ingram Hill, Chief Operating Officer
Numis Securities Ltd Tel: +44 (0) 20 7260 1000
Jamie Lillywhite (as Nominated Adviser)
James Black (as Corporate Broker)
Citigate Dewe Rogerson Tel: +44 (0) 20 7282 2867
Chris Gardner
Malcolm Robertson
Important information
Words and expressions defined in the circular sent to
shareholders of the Company dated today's date have the same
meanings when used in this announcement unless the context requires
otherwise.
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect" and words of similar
meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this
announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
announcement is subject to change without notice and neither Numis
Securities Limited nor, except as required by applicable law, the
Company assumes any responsibility or obligation to update publicly
or review any of forward-looking statements contained herein. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser, financial adviser and broker to the Company in
relation to the Proposals and is not acting for any other persons
in relation to the Proposals. Numis Securities Limited is acting
exclusively for the Company and for no one else in relation to the
matters described in this announcement and is not advising any
other person and accordingly will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Numis Securities Limited, or for providing advice in
relation to the contents of this announcement or any matter
referred to in it. The responsibilities of Numis Securities Limited
as the Company's nominated adviser and broker under the AIM Rules
for Companies and the AIM Rules for Nominated Advisers are owed
solely to the London Stock Exchange and are not owed to the Company
or to any director or shareholder of the Company or any other
person, in respect of his decision to acquire shares in the capital
of the Company in reliance on any part of this announcement, or
otherwise.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Numis Securities Limited or by any of its
affiliates or agents as to, or in relation to, the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Defined terms in this announcement have the same meaning as in
the circular dated 20 March 2015.
Expected timetable of principal events
Posting of this circular and Form of 20 March 2015
Proxy to Shareholders
Latest time and date for receipt of 11.00 a.m. on 1 April 2015
Forms of Proxy
General Meeting 11.00 a.m. on 7 April 2015
Last day for trading Ordinary Shares 20 April 2015
on AIM
Expected cancellation of trading of with effect from 7.00 a.m.
Ordinary Shares on AIM on 22 April 2015
Notes:
(1) Each of the times and dates set out in the above timetable
and mentioned in this announcement is subject to change by the
Company (with the agreement of Numis Securities), in which event
details of the new times and dates will be notified to the London
Stock Exchange and the Company will make an appropriate
announcement to a Regulatory Information Service.
(2) References to times are to London times unless otherwise
stated.
(3) Assumes that all Resolutions that are set out in the Notice
of General Meeting are passed.
Proposed Disposal of Helius CoRDe Limited and Proposed
Cancellation of Admission of Ordinary Shares to Trading on AIM
Introduction
This announcement sets out the rationale behind the Proposals,
why the Directors unanimously consider the Proposals to be in the
best interests of the Company and its Shareholders as a whole, and
are therefore seeking Shareholder approval for the steps necessary
to facilitate the proposed disposal of the Company's entire
interest in the issued share capital of Helius CoRDe Limited, the
proposed cancellation of admission of the Ordinary Shares to
trading on AIM, the proposed re-registration of the Company as a
private limited company and the proposed adoption of new articles
of association.
The planning consent for the Avonmouth Project issued under
section 36 of the Electricity Act 1989 will expire on 26 March
2015. Despite extensive efforts to secure equity funding for the
project over the past three years and confirmation that the project
was pre-qualified for a guarantee from HM Treasury, the Company has
been unable to secure the total equity funding required to ensure
that the project will be constructed and commissioned in time to be
eligible for a subsidy under the Renewables Obligation. This has
been due, in part, to uncertainty about the impact of policy and
regulation on the electricity market, including the Government's
Electricity Market Reform ("EMR") programme. That uncertainty was
among the reasons cited by prospective investors when they withdrew
from negotiations with the Company.
The Board's plan to date has been for the Southampton Project to
apply for a contract for difference under the EMR regime. However,
given that it has not been possible to obtain funding for the
Avonmouth Project within the available timescales, the Board does
not consider that the Company will be able to deliver the
Southampton Project.
The Board is therefore taking the decision to include an
impairment, in aggregate, of GBP13.55m in respect of the Avonmouth
Project and the Southampton Project in the Company's forthcoming
financial statements. The Company will seek to recover value from
those projects where it can, although in the absence of a planning
consent or freehold over the land, the Board no longer assigns any
value to either project.
The Company currently has access to funding to meet its
liabilities until April 2015.
The Company's task is to deliver value to its Shareholders and
the Board holds this goal in mind in all its deliberations. The
Board has analysed the most appropriate ways of achieving value for
Shareholders. The continuing failure to secure funding for the
Avonmouth Project led the Board to conduct a strategic review in
late 2014 and a major restructuring plan was implemented in order
to significantly reduce costs and reposition the Company's business
on a more appropriate footing.
The Board has considered the trade-off between potential future
returns and current value available for Shareholders and the
opportunities for maximising value for Shareholders and now
considers that this can be best achieved from the disposal of its
interest in Helius CoRDe and the subsequent return of available
cash to its Shareholders, such return of cash the Board expects to
approve as soon as reasonably practicable after the General
Meeting.
The Company has therefore signed a conditional sale and purchase
agreement regarding the disposal of its interest in Helius CoRDe to
Leo Energy Limited ("Leo"), an acquisition vehicle which is a
wholly owned subsidiary of iCON Infrastructure Partners II, L.P.
The price agreed with Leo for the acquisition of the Company's
interest in the share capital of Helius CoRDe is GBP12.3m, which
equates to a multiple of c.15 times Helius' share of the CoRDe
Project's annualised profits before tax based on the first quarter
of the 2014/15 financial year (unaudited). This represents a value
significantly in excess of the Company's market capitalisation of
GBP4.15m, based on the closing share price for the Company of 2.12
pence per Ordinary Share as at 19 March 2015 and a total issued
share capital as at the latest practicable date prior to the date
of this announcement of 195,300,468 Ordinary Shares. The Company
will not issue any new ordinary shares in the capital of the
Company before returning cash to Shareholders save pursuant to any
employee and/or director entitlement as set out in the annual
report for the year ending 30 September 2013.
Completion of the SPA is conditional on:
-- an ordinary resolution of Shareholders being obtained because
the sale of the Company's interest in Helius CoRDe will represent a
fundamental change in business for the purposes of the AIM Rules
for Companies; and
-- relevant bank waivers and consents being obtained. The
Company will make an appropriate announcement when the relevant
bank waivers and consents have been obtained and the relevant
condition in the SPA has been satisfied.
The SPA will terminate if completion of the SPA has not occurred
by the Longstop Date.
Following completion of the SPA the Board will explore the best
way to return cash to Shareholders and will endeavour to return as
much cash to Shareholders as possible through that process. The
Board is currently aware of the following factors which will need
to be taken into account when determining the amount of cash to be
returned to Shareholders at that time:
-- retention amount under the terms of the SPA: GBP1.23m;
-- professional fees relating to the Disposal: GBP0.3m;
-- existing creditors of the Company and expected operational
costs to the end of the retention period: GBP0.7m; and
-- contingency: GBP0.1m.
If the Shareholders approve the sale to Leo, the Directors
expect to be in a position to return cash to Shareholders in the
short term. In order to maximise this return of cash, the Directors
are further recommending the cancellation of admission of the
Ordinary Shares to trading on AIM, the re-registration of the
Company as a private limited company and the adoption of the New
Articles in connection with such matters. This will both reduce the
Company's corporate overheads and simplify the mechanism for
returning cash to Shareholders.
The notice of General Meeting, which is being convened in
connection with the Proposals and will be held at the offices of
Burges Salmon LLP, 6 New Street Square, London EC4A 3BF at 11.00
a.m. on 7 April 2015, is given in the circular sent to shareholders
on 20 March 2015.
The Directors who hold Ordinary Shares, together with former
Directors and current consultants to the Company, Adrian Bowles and
Christopher Corner, have irrevocably undertaken to vote in favour
of the Resolutions in respect of their aggregate holding of
99,434,436 Ordinary Shares, representing, in aggregate,
approximately 50.91 per cent. of the Company's current issued share
capital.
Financial information and trading update
The draft income statement for the year ended 30 September 2014
(which is set out in the following table) are unaudited, in draft
form and do not constitute statutory accounts. The key financial
information below is shown by comparison to the corresponding
financial information for the financial year ended 30 September
2013. The final audited financial statements for the year ended 30
September 2014 will be published by 31 March 2015. The final
audited results may differ from the information in this
announcement due to revision of accounting estimates, accounting
treatment or the audit process.
Key financial highlights
Income statement (unaudited) 2014 2013
GBP'000 GBP'000
--------------------------------------------- ---------- --------
Revenue (management service agreements) 226 277
Cost of sales (223) (246)
Administrative costs including share based
payments (1,564) (1,349)
Project impairment (13,554) -
Operating loss (15,115) (1,318)
Net finance (expense)/ income - (14)
Share of post tax profit/(loss) from joint
venture 344 (105)
--------------------------------------------- ---------- --------
Loss for the period (14,771) (1,437)
--------------------------------------------- ---------- --------
Background to and reasons for the Proposals
Following the Company's failure to secure funding for the
Avonmouth Project and given its severely constrained financial
resources, the Directors initiated a strategic review, the result
of which is the Proposals.
The CoRDe Project, which is owned by Helius CoRDe, is fully
operational and exporting electricity to the grid. In the 2013/14
financial year Helius CoRDe generated revenues in excess of GBP13m
and continues to generate revenues in excess of GBP1m per
month.
For the three month period to December 2014 Helius CoRDe
generated revenues of c.GBP3.65m and profit before tax of
c.GBP0.41m (unaudited). On an annualised basis these results would
deliver a profit before tax of GBP1.6m for the year for the whole
project.
The Company originally invested c.GBP7.85m in the CoRDe Project
on financial close in April 2011 and continues to hold 50% plus one
share of the total issued share capital of Helius CoRDe. The Leo
transaction values this interest at GBP12.3m, an uplift of 56%
against the original investment, and a multiple of c.15 times
Helius' share of the CoRDe Project annualised profits before tax in
the first quarter of the 2014/15 financial year (unaudited). The
SPA includes warranties given by the Company in respect of title,
capacity and operational matters, which the Directors believe are
typical for a transaction of this nature together with limited
indemnities in respect of specific matters, which are secured by a
one-year retention as quantified in paragraph 1 above (the
"Retention").
The Retention will be paid to the Company at the end of the one
year period, subject to the withholding or deduction of any sums
owing in respect of claims that are properly notified to the
Company during such period. It is intended that these proceeds will
then be distributed to Shareholders (subject to the Company
complying with its legal obligations).
The Directors consider that the Disposal amounts to a
fundamental change of business pursuant to AIM Rule 15. It must
therefore be approved by the Shareholders. Accordingly, an ordinary
resolution (requiring a simple majority of the votes cast) will be
proposed at the General Meeting to approve the disposal of the
Company's entire interest in the issued share capital of Helius
CoRDe in line with the Company's strategy.
The Ordinary Shares have been admitted to trading on AIM since
31 January 2007 and, in light of the foregoing, the Directors no
longer consider that maintaining the Company's admission to trading
on AIM is appropriate for the Company. In reaching their decision
the Directors have also taken into account the following
factors:
-- the strategy that the Company will follow to return value to
Shareholders is likely to be more cost efficient and expedient as a
private company;
-- the level of administrative burden and costs, which the Board
estimates to be in the region of GBP80k per annum, associated with
maintaining an admission to AIM; and
-- the legal and regulatory burden associated with maintaining
the Company's admission to AIM is now considered by the Board to be
disproportionate to the benefits.
In the light of the foregoing, and following careful
consideration, the Directors consider that it is no longer
appropriate for the Company to remain as a quoted company and, as a
result, are seeking approval of its Shareholders to dispose of its
shareholding in Helius CoRDe, to cancel admission of the Ordinary
Shares to trading on AIM, to re-register the Company as a private
limited company and to adopt the New Articles.
Accordingly, the Board has notified the London Stock Exchange
pursuant to Rule 41 of the AIM Rules of its intention to cancel
admission of the Ordinary Shares to trading on AIM. Each of the
Proposals is subject to Shareholders' approval at the General
Meeting. Each Resolution will be subject to 75 per cent. of the
votes cast being in favour of the Resolution, save for the
Resolution to approve the Disposal which will be subject to a
simple majority of the votes cast in favour of the Resolution.
If the proposed Resolution for the cancellation of the admission
of the Company's Ordinary Shares to trading on AIM is not approved
then the Company will remain subject to the requirements of AIM
Rule 15 and will be treated as an investing company once the
Disposal has been completed. Under the requirements of AIM Rule 15,
the Company would, at that time, seek Shareholder approval of the
Company's investment policy to be followed going forward and the
Company would then have to implement the investment policy to the
satisfaction of the London Stock Exchange within 12 months of
becoming an investing company.
Return of cash to Shareholders
The Board will explore the most appropriate way to maximise the
value to Shareholders as quickly as possible following completion
of the Disposal subject to it complying with legal requirements,
maintaining the Retention pursuant to the terms of the SPA and
appropriate amounts to meet the Company's short term operating
costs before a strategy to return value is implemented.
The Board will take appropriate advice to identify the preferred
mechanism to action the return of value, based on legal and tax
advice.
The Board considers that whilst the above can be achieved if the
Company's shares remain admitted to trading on AIM, whichever
strategy is chosen to return value to Shareholders, the process
will be more cost efficient and will be expedited if the Company's
admission of Ordinary Shares to trading on AIM is cancelled and the
Company is re-registered as a private limited company.
Principal risks and uncertainties
Shareholders should be aware that:
-- there is a risk that the conditions contained in the SPA,
other than Shareholder approval, are not satisfied so that
completion of the SPA occurs on or before the Longstop Date and the
Disposal does not complete as a result;
-- the Directors, or an appropriate insolvency practitioner
appointed to oversee the liquidation of the Company in due course,
may form the view that capital cannot be distributed to
Shareholders in the short term as a result of unforeseen
liabilities;
-- there may be latent liabilities or claims against the Group
of which the Directors are not currently aware. The winding down
process itself may bring any such liabilities to light;
-- confirming all the assets and liabilities of the Company,
including latent and contingent liabilities of the Company to the
degree of certainty required for the Directors to be able to
recommend that Shareholders vote in favour of a members' voluntary
liquidation of the Company (if appropriate) may take longer than
expected;
-- the timing and extent of actions to reduce administration
expenses will depend, inter alia, on the exploration of any
alternatives to liquidation; and
-- there is a risk of Leo bringing a warranty or indemnity claim
during the limitation period of one year from the date of
completion of the SPA. This may affect the ability of the Board to
return the GBP1.23m sum held in the Retention to Shareholders at
the end of the warranty period.
Governance and the structure of the Board following the AIM
Cancellation
At present the Board comprises two executive directors: William
Ingram Hill (Chief Operating Officer) and Alan Lyons (Chief
Financial Officer) together with me as Executive Chairman
(collectively the "Helius Management Team") and three non-executive
directors, Angus MacDonald, OBE, Alastair Salvesen, CBE and William
Rickett, CB (collectively the "Non-Executive Directors").
Subject to and following completion of the sale of the Company's
interest in Helius CoRDe to Leo, William Ingram Hill and Alan Lyons
have agreed in principle to their directorships and employment
being terminated on terms agreed with the Company on 1 May 2015.
The Board has agreed that the Helius Management Team will continue
the on-going management of the Company in the short term and the
winding down of the Group's affairs in preparation for the ultimate
liquidation of the Company.
Effect of the AIM Cancellation on Shareholders
The principal effects of the AIM Cancellation would be:
-- Shareholders will no longer be able to buy and sell shares in
the Company through AIM or any other public stock market and
therefore liquidity and marketability of the Ordinary Shares may be
reduced;
-- it is not currently intended that there will be any market
facility for dealing in the Ordinary Shares and no price will be
publicly quoted for the Ordinary Shares;
-- the Board will consider whether to cancel the Company's CREST
facility so that the Ordinary Shares may only be held in
certificated form. If the CREST facility is cancelled those
Shareholders currently holding Ordinary Shares in CREST will,
following the AIM Cancellation, be sent a share certificate for
those Ordinary Shares which were previously held in uncertificated
form;
-- the Company will endeavour to facilitate trading in the
Ordinary Shares among Shareholders in due course, but cannot make
any assurances that a purchaser will be available or as to the
price which may be agreed;
-- the Company will no longer be subject to the AIM Rules and,
accordingly, it will not be required to retain a nominated adviser
or to comply with the requirements of AIM in relation to annual
accounts, half-yearly reports or the disclosure of price sensitive
information;
-- the Company will no longer be required to comply with any of
the corporate governance requirements for quoted companies; and
-- the Company will remain subject to the Code for 10 years.
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of the AIM Cancellation on them.
Effect of re-registering the Company as a private company
If the AIM Cancellation is approved, the Ordinary Shares will no
longer be admitted to trading on AIM. In this event, the Board
proposes that the Company be re-registered as a private limited
company as this will reduce both the costs and complexities of
operating the Company and, in particular, will facilitate future
returns of capital to Shareholders, without the need to apply to
the Court for approval.
The principal effects that the Re-registration will have on the
Company are as follows:
-- as a private company, the Company will be prohibited from
offering its securities to the public;
-- following Re-registration, the Company will be able to use
the solvency statement procedure for a reduction of capital (and
will not be required to obtain Court approval as would be the case
if the Company remained a public limited company);
-- the Company has a single class of shares. Private companies
with a single class of shares may authorise their directors to
allot shares, with no restriction on the number of shares which may
be issued. This authority is currently given to the Board (subject
to certain caps) through the resolutions proposed at the annual
general meeting of the Company each year. Under the terms of the
New Articles, following the Re-registration, the Company will no
longer be required to seek authority from Shareholders to allot or
grant rights to subscribe for or convert Ordinary Shares. However
the Directors have no current intention to allot any new Ordinary
Shares;
-- as a private company, the Company will be able to use the
statutory written resolution procedure and will not be required to
hold an annual general meeting; and
-- the provisions of the Code will cease to apply to the Company
following the tenth anniversary of the AIM Cancellation (please see
further details above).
Notwithstanding the Re-registration and the changes that will be
made by the adoption of the New Articles, the Company will remain
subject to the requirements of United Kingdom company law, which
contains various provisions for the protection of minority
shareholders, including pre-emption rights, and the Company will,
as stated above, continue to communicate information about the
Company to the Shareholders in accordance with the requirements of
the Companies Act.
Before giving your consent to the re-registration of the Company
as a private limited company, you may want to take independent
professional advice from an appropriate independent financial
adviser.
Proposed adoption of New Articles
A copy of the proposed New Articles will be available for
inspection at the Company's registered office, Europarc Innovation
Centre, Innovation Way, Grimsby, South Humberside DN37 9TT, during
usual business hours on the business days until the close of the
General Meeting.
By way of brief summary, the principal changes proposed to be
made to the Existing Articles are as follows:
Future allotment of shares
The New Articles contain pre-emption rights in favour of
Shareholders on any future allotment of shares by the Company.
Provisions relating to general meetings of the Company and
written resolutions
Private companies are not required to hold annual general
meetings and may pass shareholder resolutions as written
resolutions in accordance with the terms of the Companies Act. The
New Articles will remove the requirement to hold annual general
meetings and the references to the standard business required to be
conducted at the Company's annual general meetings, including the
routine retirement of directors by rotation and the laying of
accounts before Shareholders. Following adoption of the New
Articles, the Company will be able to continue to hold annual
general meetings, but will no longer be obliged to do so. The
notice period to call a general meeting pursuant to the New
Articles will be the minimum required by law (currently 14 clear
days).
Other miscellaneous amendments
The New Articles contain a number of other consequential
miscellaneous amendments as a result of the AIM Cancellation and
the Re-registration.
Conditional upon the AIM Cancellation taking effect, Resolution
3 in the notice of General Meeting seeks Shareholder approval for
the Re-registration and the adoption of the New Articles. It is
anticipated that the effective date of Re-registration will be on
or before 4 May 2015.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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