TIDMIPS
RNS Number : 5118V
Ipso Ventures PLC
14 January 2013
14 January 2013
IPSO Ventures plc
(to be re-named Plutus Resources plc)
(the "Company")
Result of General Meeting
The Board of the Company is pleased to announce that at the
General Meeting of the Company held earlier today the resolutions
put to the meeting were duly passed by the Company's
shareholders.
The resolutions approved, inter alia, the demerger of IPSO
Management (including the IPSO Investment Portfolio) from the
Company, to be implemented pursuant to the Reduction of Capital,
the adoption of a new Investing Policy by the Company, a
Subscription for new Ordinary Shares and Convertible Loan Notes and
a change in the Company's name to Plutus Resources plc.
Following the conclusion of the General Meeting, the Proposals
remain conditional on confirmation of the Reduction of Capital by
the Court. The Hearing Date to confirm the Reduction of Capital is
expected to take place on 30 January 2013 and the Reduction of
Capital is expected to become effective on 31 January 2013. It is
expected that new ordinary shares in IPSO Management will be issued
to IPSO Management shareholders, pro rata to their holdings in the
Company as at the Record Date, shortly thereafter.
The Company also confirms that, following receipt of written tax
advice, the GBP5 million Debt (as defined in the announcement made
by Company on 8th January 2013) has been waived by the Board,
thereby eliminating the possibility of a tax liability arising for
IPSO Management shareholders.
Pursuant to the Proposals, the Company has raised GBP360,000
(before expenses) through a subscription for 104,000,000 new
Ordinary Shares at 0.25p per Ordinary Share and the issue of
GBP100,000 of Convertible Loan Notes convertible into 40,000,000
new Ordinary Shares. Application will be made to the London Stock
Exchange for the 104,000,000 new Ordinary Shares to be admitted to
trading on AIM and dealings are expected to commence at 8:00 a.m.
on 1 February 2013. The Subscription remains conditional on the
Reduction of Capital becoming effective and Admission.
Following the passing of the resolutions at the General Meeting,
Nick Rodgers has decided to step down from the Board with immediate
effect. The Board wishes to thank Nick for his considerable
contribution and efforts on the Company's behalf during his tenure
as Chief Executive and wish him all the best for the future. Upon
Admission, Nicholas Lee will join the Board in the role of
Non-Executive Director and John Kelly will step down from the
Board. Craig Rochford (currently Chairman) will remain on the board
as a Non-Executive Director. Accordingly the Board on Admission
will comprise Nicholas Lee (Non-Executive Director) and Craig
Rochford (Non-Executive Director). In addition, upon Admission,
Charles Tatnall and James Longley, both of whom are Subscribers,
will join the Company in non-Board capacities with James Longley
acting as Chief Financial Officer and Company Secretary and Charles
Tatnall acting as a consultant to the Company.
On completion of the Proposals, the Company will apply to the
Registrar of Companies to change its name to Plutus Resources plc.
A further announcement will be made by the Company with regards to
the timing for the Company's change of name and the change of the
Company's ticker from "IPS" to "PLR" becoming effective. The ISIN
and SEDOL numbers of the Company will not change.
Conditional on the Reduction of Capital becoming effective, the
Company will become an Investing Company and, in accordance with
Rule 15 of the AIM Rules, the Company must implement its new
Investing Policy within 12 months of Admission otherwise trading in
the Company's shares on AIM will be suspended in accordance with
AIM Rule 40. If following such a suspension the Company's shares
have not been re-admitted to trading on AIM within a further six
months, the admission of the Company's shares to trading on AIM
will be cancelled.
Craig Rochford, Chairman, commented: "The Directors are
delighted that Shareholders have overwhelmingly passed all
resolutions. The new management team are now looking forward to
implementing the investment objectives of Plutus Resources plc,
upon approval by the High Court of the Reduction of Capital."
The timetable of future principal events with regards to the
Demerger is set out below
Record Date Close of business on 28 January
2013
Bonus Issue 29 January 2013
Court hearing to confirm Reduction 30 January 2013
of Capital
Reduction of Capital becomes effective 31 January 2013
Expected date of the Demerger 1 February 2013
Admission of the Subscription Shares 8.00 a.m. on 1 February 2013
to trading on AIM
CREST stock accounts to be credited 1 February 2013
for the Subscription Shares in uncertificated
form
If any of the above times and/or dates change, the revised times
and/or dates will be announced.
Definitions in this announcement are consistent with those set
out in the circular issued to Shareholders of the Company on 28
December 2012, a copy of which is available on the investor section
of the Company's current website (http://www.ipsoventures.com).
For further information, please contact:
IPSO Ventures plc Tel: 020 7462 0093
Craig Rochford, Chairman
Nick Rodgers, Chief Executive
Allenby Capital Limited Tel: 020 3328 5656
(Nominated Adviser and Broker)
Mark Connelly
Nick Athanas
Appendix - The Company's newly adopted Investing Policy
The Directors intend initially to seek to acquire a direct
and/or an indirect interest in projects and assets in the oil and
gas sector and within the wider natural resources sector. The
Company will focus on opportunities in Europe, North America and
Africa but will consider possible opportunities anywhere in the
world.
The Company may invest by way of purchasing equity, debt,
convertible or other instruments in listed or unlisted companies,
outright acquisition or by the acquisition of assets, including the
intellectual property, of a relevant business, or by entering into
partnerships or joint venture arrangements. Such investments may
result in the Company acquiring the whole or part of a company or
project (which, in the case of an investment in a company, may be
private or listed on a stock exchange, and which may be
pre-revenue) and such investments may constitute a minority stake
in the company or project in question. The Company will not have a
separate investment manager.
The Company may be both an active and a passive investor
depending on the nature of the individual investments. Although the
Company intends to be a medium to long-term investor, the Directors
will place no minimum or maximum limit on the length of time that
any investment may be held and therefore shorter term disposal of
any investments cannot be ruled out.
There will be no limit on the number of projects into which the
Company may invest, and the Company's financial resources may be
invested in a number of propositions or in just one investment,
which may be deemed to be a reverse takeover pursuant to Rule 14 of
the AIM Rules. The Company will carry out an appropriate due
diligence exercise on all potential investments and, where
appropriate, with professional advisers assisting as required. The
Board's principal focus will be on achieving capital growth for
Shareholders.
Investments may be in all types of assets and there will be no
investment restrictions.
The Company may require additional funding as investments are
made and new opportunities arise. The Directors may offer new
Ordinary Shares by way of consideration as well as cash, thereby
helping to preserve the Company's cash resources for working
capital. The Company may, in appropriate circumstances, issue debt
securities or otherwise borrow money to complete an investment. The
Directors do not intend to acquire any cross-holdings in other
corporate entities that have an interest in the Ordinary
Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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