TIDMPPG
RNS Number : 6927B
Plutus PowerGen PLC
09 October 2020
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
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("MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE
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9 October 2020
PLUTUS POWERGEN PLC
("Plutus", the "Group" or the "Company")
Proposed demerger of Plutus Energy Limited, placing to raise
GBP600,000, debt capitalisation, capital reorganisation and Notice
of General Meeting
The Board of Plutus (AIM: PPG) announces that it will today post
to shareholders a circular convening a general meeting of the
Company (the "General Meeting") to consider certain proposals
including the proposed Demerger of Plutus Energy Limited, a capital
reorganisation, proposed debt capitalisation and a conditional
placing to raise gross proceeds of GBP600,000 at 0.02 pence per
share (the "Placing Price").
The Proposals are conditional on, inter alia, approval by the
Company's shareholders of certain resolutions to be proposed at a
general meeting to be held on 3 November 2020 and confirmation of a
Reduction of Capital by the High Court of Justice of England and
Wales, with a Court Hearing to confirm the Reduction of Capital
scheduled for 24 November 2020.
Extracts from the circular, providing background to and reasons
for the Proposals, are copied at the end of this announcement.
Proposed demerger and AIM Rule status
This Company has today announced, inter alia, the proposed
demerger of Plutus Energy Limited, which holds the Group's shares
in Attune Energy Limited and a receivable totalling GBP 656,856 in
unpaid management fees owed to the Group.
The Demerger will constitute a fundamental change of business
under Rule 15 of the AIM Rules and on completion of the Demerger
the Company will cease to own, control or conduct all, or
substantially all, of its existing trading business activities or
assets. The Company's remaining assets following the Demerger,
being the Plutus Energy Investment Portfolio, are effectively being
held as assets for sale and do not generate revenue for the Group.
The Company will therefore be classified as a Rule 15 Cash Shell on
Completion and as such will be required to make an acquisition or
acquisitions which constitute a reverse takeover under AIM Rule 14
(or seek re-admission as an investing company (as defined under the
AIM Rules)) on or before the date falling six months from
completion of the Demerger 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 the suspension should the reason for the
suspension not have been rectified.
The objective of the Demerger is to create value for Existing
Shareholders through developing its existing energy assets in a
private vehicle, and provide a continued investment in a Rule 15
Cash Shell seeking to deploy the Company's cash resources following
completion of the Proposals towards the acquisition of an operating
business (or operating assets) with such an acquisition
constituting a reverse takeover under Rule 14 of the AIM Rules.
Placing
The Company has conditionally raised GBP600,000 (before
commissions and expenses) through the proposed issue of the
3,000,000,000 Placing Shares at the Placing Price. The Placing
Shares will represent approximately 57.0% of the Enlarged Share
Capital. The Placing has been arranged by Turner Pope as the
Company's joint broker. Pello Capital are acting as sub-placing
agent to Turner Pope.
The Placing is conditional upon, inter alia: (i) the Resolutions
being passed at the General Meeting; (ii) the Reduction of Capital
being confirmed by the Court and the relevant court order being
delivered to the Registrar of Companies; (iii) the Demerger
becoming effective; and (iv) Admission.
Use of proceeds
The net proceeds of the Placing, estimated to be GBP490,000,
will be used by the Company to enable the settlement of trade and
other creditors, including fees owed to directors, totalling
approximately GBP275,000 and for general working capital purposes
whilst it seeks a suitable reverse takeover candidate.
Following completion of the Proposals and settlement in full of
outstanding creditors the Group is expected to have available cash
resources of approximately GBP215,000 to deploy towards evaluating
suitable reverse takeover candidates and for general working
capital purposes.
Debt capitalisation
Conditional on Admission, certain of the Directors, trade
creditors and advisers have agreed to capitalise certain amounts
that are either owed or contractually due to be settled in the next
12 months totalling GBP266,094. The debts will be satisfied through
the issue by the Company of 1,390,470,000 new Ordinary Shares at
the Placing Price.
Posting of Circular and Notice of General Meeting
The Circular including the notice convening the General Meeting
to be held at the offices of MSP Secretaries Limited, Eastcastle
House, 27/28 Eastcastle Street, London, W1W 8DH at 11:00 a.m. on 3
November 2020 will be posted to Shareholders later today. A copy of
the Circular will be shortly made available on the Company's
website at www.plutuspowergenplc.com .
Recommendation
The Board unanimously recommend that Shareholders vote in favour
of the Resolutions.
Plutus does not currently generate revenue and is in a highly
constrained working capital position at the present time. It is
likely that, if Shareholder approval for the Proposals at the
General Meeting is not received, this would ultimately lead to the
Company entering into administration or some other form of
insolvency procedure, assuming that alternative funding would not
be available in the immediate term. Accordingly, it is very
important that Shareholders vote in favour of the Resolutions at
the General Meeting.
The Board intend to vote in favour of each of the Resolutions in
respect of their direct and indirect shareholdings which in
aggregate amount to 171,333,334 Ordinary Shares representing 19.64%
of the Issued Share Capital.
Defined terms used in this announcement shall have the same
meaning as set out in the Definitions section of the Circular
copied below unless otherwise defined herein.
Plutus PowerGen PLC Tel: +44 (0) 20 8720 6562
Charles Tatnall, Executive Chairman
James Longley, Interim CEO and Finance
Director
Allenby Capital ( Nominated Adviser and Tel: +44 (0)20 3328 5656
Joint Broker)
Nick Athanas
Nick Naylor
James Hornigold
Turner Pope Investments (TPI) Limited Tel: +44 ( 0) 20 3657
(Joint Broker) 0050
Andy Thacker
St Brides Partners Limited (Financial Tel: +44 (0)20 7236 1177
PR)
Cosima Akerman
The following information is extracted without material
adjustment from the Circular being sent to Shareholders today. The
information below should be read in conjunction with the Circular.
Capitalised terms used in the summary below are defined at the end
of this announcement.
Dear Shareholder,
Proposed demerger of Plutus Energy Limited, proposed capital
reorganisation,
proposed placing to raise GBP600,000, proposed debt
capitalisation
and
Notice of General Meeting
1. Introduction
This Circular sets out the proposals for: (i) the proposed
demerger of Plutus Energy Limited, which holds the Group's shares
in Attune Energy Limited and a receivable totalling GBP656,856 in
unpaid management fees owed to the Group; (ii) the proposed capital
reorganisation; (iii) the proposed placing to raise GBP600,000
(before expenses) and; (iv) the proposed Debt Capitalisation.
Subject to the passing of the Resolutions at the General Meeting
being convened for 3 November 2020 and on completion of the
Demerger, the Company will continue to hold its interests in the
Plutus Energy Investment Portfolio. The Company intends to seek to
demerge the Plutus Energy Investment Portfolio to Plutus Energy
Limited at a future date once the relevant consents from Rockpool
are received.
The Demerger will constitute a fundamental change of business
under Rule 15 of the AIM Rules and on completion of the Demerger
the Company will cease to own, control or conduct all, or
substantially all, of its existing trading business activities or
assets. The Company's remaining assets following the Demerger,
being the Plutus Energy Investment Portfolio, are effectively being
held as assets for sale and do not generate revenue for the Group.
The Company will therefore be classified as a Rule 15 Cash Shell on
Completion and as such will be required to make an acquisition or
acquisitions which constitute a reverse takeover under AIM Rule 14
(or seek re-admission as an investing company (as defined under the
AIM Rules)) on or before the date falling six months from
completion of the Demerger 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 the suspension should the reason for the
suspension not have been rectified.
The objective of the Demerger is to create value for Existing
Shareholders through developing its existing energy assets in a
private vehicle, and provide a continued investment in a Rule 15
Cash Shell seeking to deploy the Company's cash resources following
completion of the Proposals towards the acquisition of an operating
business (or operating assets) with such an acquisition
constituting a reverse takeover under Rule 14 of the AIM Rules.
The net proceeds of the Placing, estimated to be GBP490,000,
will be used by the Company to enable the settlement of trade and
other creditors, including certain fees owed to directors,
totalling approximately GBP275,000 and for general working capital
purposes whilst it seeks a suitable reverse takeover candidate.
Following completion of the Proposals and settlement in full of
outstanding creditors the Group is expected to have available cash
resources of approximately GBP215,000 to deploy towards evaluating
suitable reverse takeover candidates and for general working
capital purposes.
The purpose of this Circular is to provide you with the
background to the Proposals and to explain why the Directors
consider the Proposals to be 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, as they intend to do in respect of
their own shareholdings.
A notice convening a General Meeting, to be held at 11.00 a.m.
on 3 November 2020, at the offices of MSP Secretaries Limited,
Eastcastle House, 27/28 Eastcastle Street, London, W1W 8DH to
consider the Resolutions, is set out at the end of this
Circular.
Plutus is not presently revenue generating and is in a highly
constrained working capital position at the present time. It is
likely that if Shareholder approval for the Proposals at the
General Meeting is not received this would ultimately lead to the
Company entering into administration or some other form of
insolvency procedure, assuming that alternative funding would not
be available in the immediate term. Accordingly, it is very
important that Shareholders vote in favour of the Resolutions at
the General Meeting.
2. Background to the Proposals
In the Company's final results for the year ended 30 April 2019,
released on 31 October 2019, and subsequent announcements the
Company has highlighted the causes for the difficult trading
conditions with many external factors largely adversely affecting
the Group's business.
These were as follows:
(1) In 2014, Capacity Mechanism was introduced which was a new
market and not one the Group had planned for when it initially
decided to enter the FlexGen market, where the Company is able to
compete in the annual capacity auction to receive 15-year contracts
for the construction of new generation capacity. In its first two
years, this auction cleared at an average of circa GBP20,000 per MW
for our sites for payment commencing four years from award. These
payments were index-linked from award. The Group had been
successful in securing some valuable CM contracts for our six
FlexGen sites at an average of around GBP20,000 per MW per annum.
This was widely welcomed by the industry to encourage the
investment required therein.
(2) In October 2015, the UK Government announced at a Public
Bill Committee, which outlined amendments to the Enterprise
Investment Scheme ("EIS"), funding to exclude activities that
involved the provision of reserve power capacity and generation,
for example under a Capacity Market agreement or Short Term
Operating Reserve contract. The UK Government noted that such
activities are generally asset-backed and benefit from a guaranteed
income stream and mainstream financing, which removes the need for
tax-advantaged investment. This change would apply to investments
made on or after 30 November 2015. Therefore, the Company was faced
with no longer being able to secure EIS backed investment.
(3) In March 2016, the UK Government consulted on reforms to the
Capacity Market including a set of questions on a proposal to avoid
over-compensation in connection with certain risk finance schemes,
i.e. EIS schemes from which the nine Plutus' co-owned companies
benefitted. To ensure the amount of aid under the CM was limited to
the minimum needed and that there was no cumulation or
over-compensation, the total amount of aid (i.e. the total aid
received under the risk finance schemes e.g. EIS and the total aid
received under the CM) was deemed that it should not exceed the
amount awarded in the CM auction. Therefore, the amount of EIS
relief granted to investors would need to be offset against the
co-investee company's CM receipts.
(4) In April 2016, the Group responded to a Department of
Environment and Climate Change ("DECC") consultation on reforms to
the Capacity Market, in which it confirmed that The Office of Gas
and Electricity Markets ("Ofgem") had been asked to review network
charging rules and their impact on embedded generation. DECC
suggested that current charging arrangements could be providing
undue reward to distribution-connected generators. The regulator
was scheduled to report back with a proposed way forward.
Separately, National Grid was undertaking its own review into
embedde d benefits, and the Department for Environment, Food and
Rural Affairs ("Defra") was reviewing emissions as part of the UK's
adoption of the Medium Combustion Plant Directive ("MCPD").
(5) In March 2017, Ofgem published a 'minded to' decision, which
it subsequently confirmed. From the winter of 2020/21, this reduced
the embedded benefits received by distribution connected generators
such as Plutus PowerGen to the residual charge. Consequently, the
2017 TRIAD "season" (from 1 November to 28 February each year) was
the last 100 per cent. TRIAD and this fell to 66 per cent. in
winter 2018 and 33 per cent. in winter 2019. This ultimately
largely destroyed the Group's primary revenue stream and made it
barely worthwhile to run except in exceptional circumstances.
(6) The outcome of DEFRA's consultation on lower emissions
limits was delayed by the June 2017 general election until the
third quarter of that year, where we were able to comply with the
proposed new rules from cash generated from operations and loans
received. The outcome in relation to the transposition into UK law
of the MCPD required us to fit selective catalytic reduction
("SCR") or other measures to reduce the Nitrogen Oxide ("NOx") from
the Group's FlexGen portfolio.
(7) On 15 November 2018, the General Court of the European Union
issued a judgment on Case 793/14 Tempus Energy Ltd and Tempus
Energy Technology V Commission, funded by Greenpeace, annulling the
Commission's original State aid decision to approve a capacity
mechanism scheme for Great Britain. The General Court ruled that
the Commission should have initiated the formal investigation
procedure before adopting a decision. This judgement rendered aid
granted through the scheme unlawful. As a result, the UK Government
decided to suspend the capacity market, meaning that it would not
grant new associated subsidies until it was decided if they were
compliant with EU law. However, in December 2018, the UK Government
confirmed that it would operate the capacity market as normal, but
without payments being made to agreement holders. The UK Government
also confirmed that it intended to hold a replacement T-1 auction
for the delivery year 2019/2020, which would be held by rearranging
the postponed T-1 auction that had been scheduled for January 2019.
In the meantime, the Commission lodged an appeal against the
General Court's judgment before the Court of Justice on 25 January
2019. It also initiated the formal investigation on 21 February
2019 in order to adopt a new decision. BEIS said, "We will robustly
defend this challenge. We continue to believe in the Capacity
Market as a mechanism for guaranteeing security of supply...We
welcomed the Commission appealing the Court's judgment - an appeal
in which the UK is intervening to support the Commission." The date
for the hearing was arranged for 12-15 November 2019. The Capacity
Market was successfully re-introduced and the income therefrom will
be applied to servicing the substantial debts incurred by the
co-investee companies in building the sites and, where necessary,
complying with government directives.
(8) On 22 July 2019, BEIS announced a consultation on Proposals
for Capacity Market emissions limits in order to implement the
Clean Energy Package provisions in respect of limits on carbon
dioxide emissions from refurbishing and existing generation (likely
to be coal, diesel and inefficient gas) to ensure any such
generating capacity that does not meet the emissions limits shall
not, from 1 July 2025, receive any capacity payments. This cost all
the co-investee companies considerable sums to comply with the
aforesaid provisions (in the region of GBP300,000 to GBP500,000 for
each site). The co-investee companies have been largely unable to
pay down debt at the expense of these additional costs.
Taking all of these items above into account, just about every
major revenue stream of Plutus's investee companies has been
adversely affected.
In August 2019, Plutus was given notice from the non-executive
directors of Rockpool that its management contracts were to be
terminated in eight out of the nine companies with six months'
notice since the co-owned companies needed to reduce costs further
than the already reduced fees Plutus was receiving as agreed under
the letters of variation with them. The Company has accrued the
fees owed to it totalling GBP656,856 to the date of termination due
under the notice period and the letters of variation. This
receivable for unpaid management fees is held in Plutus Energy and
upon completion of the Demerger will no longer be held within the
Group.
Furthermore, in October 2019 Mr Lazarevic left the Company in
breach of his contract and the Company is intending to commence
legal proceedings against Mr Lazarevic with regards to his breach
of contract. As part of the Demerger, the Group has assigned the
rights to claim against Mr Lazarevic to Plutus Energy.
Following the departure of Paul Lazarevic the Company was
potentially in breach of their management contracts with Rockpool
due to the Company not having the necessary competent personnel to
carry out the obligations stipulated in these management contracts.
Under the management contracts the Company had a 60-day period to
remedy this breach. The Directors were unable to remedy this breach
despite proposing third party contractors to run the sites. These
contractors withdrew their offer due to the short-term nature of
the contracts.
The Company's management contract with Attune Energy was also
terminated on a three month notice period as the Company was unable
to manage this standby diesel generation site due to not having the
requisite in-house operational expertise and not being able to
secure appropriate sub-contractors to manage the site as described
above. Plutus do not anticipate accruing any further management
fees on its FlexGen sites or its management contract with Attune
Energy.
Due to the foregoing circumstances, the Company's cash resources
are very limited and the working capital position of the Group is
highly constrained. On 31 October 2019 the Company implemented a
cost control strategy to minimise cash burn and in Q1 2020 certain
Directors provided loans to the Company totalling GBP75,000 to
enable the Company to meet its short-term working capital
requirements. As announced on 1 April 2020, the provision of
further loans under this facility was suspended and the Company is
currently dependent on the ongoing cooperation and support of its
creditors to manage its working capital position.
The FlexGen assets were also put up for sale which was being
handled by Rockpool, advised by Jones Lang LaSalle. However, this
process has failed to attract a buyer at the required price, and
the FlexGen assets continue to be managed by the directors of the
respective co-investee companies and are in receipt of CM payments
where due.
The Company is therefore in a position where it is currently
unable to realise it investments in its co-investee companies nor
generate any revenue from them. The Directors have explored the
options for the Company in the best interests of Shareholders as
they believe that, given the relatively small size and the nature
of its business and the overheads incurred by the Company to
maintain a quotation for its shares on AIM, the Company is no
longer benefitting in its current form from its Ordinary Shares
being admitted to trading on AIM. One option the Board has
considered is to propose to cancel its admission to trading on AIM,
but this would result in there being no ready market in its
Ordinary Shares. The Board also considered a solvent liquidation
but concluded that the obligations of the Company and the winding
up costs would not result in any significant return of value to
Shareholders. The Board has also considered a Company Voluntary
Arrangement ("CVA") but decided that this would not work due to the
sums required to maintain a quote on AIM together with the costs of
servicing and maintaining a CVA.
Alternatively, and as proposed in this Document, the Board has
resolved to dispose of Plutus Energy Limited, the Company's wholly
owned trading subsidiary which holds the Group's shares in Attune
Energy and a receivable totalling GBP656,856 in unpaid management
fees owed to the Group. In conjunction with the Demerger, the
Company is raising GBP600,000 (before expenses) through the Placing
to enable full settlement of outstanding creditors and provide the
Company with sufficient working capital as a Rule 15 Cash
Shell.
The Company is also seeking to, following completion of the
Proposals, demerge the Plutus Energy Investment Portfolio once the
relevant consents have been granted by Rockpool. At the present
time the Board of Plutus believe that Rockpool are unnecessarily
withholding consent. The demerger of the Plutus Energy Investment
Portfolio will be subject to approval by shareholders at a later
date however there can be no guarantee at this stage that consent
will be received from Rockpool and that the Company will be in a
position to implement the demerger of the Plutus Energy Investment
Portfolio. Nor can there be any guarantee as to the timing or the
terms of any consent being received from Rockpool.
Having considered these alternatives at length, in consultation
with its advisers, the Board has concluded that the best available
option is the Proposals set out in this Document, which include the
Demerger and the Placing.
Following the passing of the Resolutions and with effect from
Completion, the Company will become a Rule 15 Cash Shell (as
defined in the AIM Rules) with cash resources of approximately
GBP215,000 and no borrowings.
Following the Demerger, the Directors consider that there is an
opportunity for Shareholders to realise value through the Company
completing a reverse takeover of another business. The Directors
will use their knowledge and experience to seek to identify a
suitable reverse takeover target. There can be no guarantee that
they will be able to identify or successfully acquire a suitable
reverse takeover target during the period that the Company is a
Rule 15 Cash Shell or thereafter.
3. Further information on the Company
The Latest Accounts show that, for the six months to 31 October
2019 and based on unaudited figures, the Group's consolidated total
revenue and operating profit amounted to GBP567,744 and GBP115,838
respectively. The Group's cash and cash equivalents at 31 October
2019 stood at GBPNil (31 October 2018: GBP62,833).
Moreover, based on unaudited figures, the Group's total revenue
for financial year end 30 April 2020 amounted to GBP230,244 (2019:
GBP1,275,000) with a profit before tax of GBP30,099 (2019: loss
before tax of GBP1,650,701). The profit before tax figure includes
a gain of approximately GBP570,000 in connection with share-based
payments. As at 30 April 2020 the Group's consolidated cash and
cash equivalents stood at GBP2,413 (2019: GBP45,177). These numbers
are unaudited figures and remain subject to audit adjustments.
The substantial reduction in revenue in the year ended 30 April
2020 reflects the loss of the management contracts in the period
under review and the Company ceasing to receive management fees
from its FlexGen sites and Attune Energy management contract with
effect from November 2019. As previously announced the Company
currently has negligible cash resources and has been reliant in
recent months on the continued co-operation and support of its
creditors.
4. Update on the Company's 2020 Annual Report and Accounts
Due to the COVID-19 pandemic, the Company will be unable to post
its 2020 Annual Report and Accounts to shareholders by 31 October
2020 deadline pursuant to Rule 19 of the AIM Rules.
Further to the guidance provided by AIM Regulation in "Inside
AIM" on 26 March 2020, the Company requested an additional period
of up to three months to publish its 2020 Annual Report. AIM
Regulation has granted the extension and therefore the Company will
publish its 2020 Annual Report by no later than 31 January 2021.
The Company has also applied for and been granted an extension by
Companies House to delay the filing of its 2020 Annual Report and
Accounts until 30 April 2021.
Further updates will be given in due course as to the timing of
the publication of the 2020 Annual Report and Accounts.
5. Details on the Demerger
Structure of the Demerger
The Demerger represents a fundamental change of business under
Rule 15 of the AIM Rules and therefore requires the approval of
Existing Shareholders at the General Meeting described below.
Completion of the Demerger will result in the Company becoming a
Rule 15 Cash Shell.
The Demerger will allow this to happen. The Demerger will be
affected by taking the following steps:
-- the subdivision of every Ordinary Share into one New Ordinary
Share and nine Deferred Shares;
-- Plutus Energy Shares will be issued to the Company;
-- a bonus issue of Plutus B Ordinary Shares to Shareholders on a one for one basis; and
-- following a reduction in Plutus' share capital (in accordance
with the Act) Shareholders who are on the share register on the
Demerger Record Date will receive:
One Plutus Energy Share for each Plutus B Ordinary Share
Following the Demerger each holder of 1 Ordinary Share will
hold:
-- 1 ordinary share in Plutus Energy - this will own the shares
in Attune Energy and a receivable of c. GBP655,000 in unpaid
management fees from Rockpool; and
-- 1 New Ordinary Share in the Company - this will be a Rule 15
Cash Shell and will continue to hold the Plutus Energy Investment
Portfolio.
The Demerger is conditional, inter alia, on:
-- the approval of Shareholders of the Resolutions at the
General Meeting to be held on 3 November 2020; and
-- the confirmation of the Reduction of Capital by the Court.
The Plutus Energy Investment Portfolio is co-owned with Rockpool
and requires their consent for the Company to transfer these
interests to Plutus Energy. The Plutus Energy Investment Portfolio
is valued at GBP152 in the books of the Company and, subject to
obtaining the consent of Rockpool, the Company will seek to
transfer the Plutus Energy Investment Portfolio to Plutus Energy
Limited at its book value. At this stage there can be no guarantee
that such consent will be forthcoming from Rockpool nor as to the
timing of such consent being received. The Company intends to seek
approval from shareholders to implement the prospective, future
demerger of the Plutus Energy Investment Portfolio.
6. Details of the Capital Reorganisation
The Placing Price is less than the nominal value of 0.1 pence
per existing ordinary share. The Companies Act (as amended)
prohibits the Company from issuing ordinary shares at a price below
the nominal value. Accordingly, the Company will be seeking
shareholder approval to carry out the Capital Reorganisation
through which it is proposed that each existing ordinary share will
be subdivided into one New Ordinary Share and nine Deferred Share.
The Deferred Shares will have no rights and the Company will not
issue any certificates or credit CREST accounts in respect of them.
The Deferred Shares will not be admitted to trading on AIM.
The number of existing ordinary shares in issue, and held by
each Shareholder, as a result of the passing of the Resolutions
will not change. It is simply the nominal value of the existing
ordinary shares which will change.
As at close of business on 8 October 2020, being the latest
practicable date prior to the publication of the circular there
were 872,534,994 existing Ordinary Shares in issue. Immediately
following the Capital Reorganisation, the Reduction of Capital and
the Admission of the Placing Shares and Debt Capitalisation Shares,
it is expected that there will be 5,263,004,994 New Ordinary Shares
in issue.
7. Bonus Issue
There will be a bonus issue out of the Share Premium Account of
Plutus B Ordinary Shares on the basis of one Plutus B Ordinary
Share for every one Ordinary Share held by a Shareholder on the
register of members on the Demerger Record Date.
The Bonus Issue is being effected so that the Plutus Energy
Shares may be transferred to Shareholders as a repayment of
capital.
The aggregate nominal value of all the Plutus B Ordinary Shares
to be issued pursuant to the Bonus Issue will be up to
GBP872,534.99 being equal to or greater than the approximate market
capitalisation of the Company which represents the value of Plutus
Energy, as at the close of business on 8 October 2020, being the
latest practicable date prior to the date of this document.
A summary of the rights and restrictions attaching to the Plutus
B Ordinary Shares is set out in Part III of this Document.
The Plutus B Ordinary Shares will then be cancelled pursuant to
the Reduction of Capital and the capital thereon repaid to
Shareholders by the transfer of the Plutus Energy Shares. The
Plutus B Ordinary Shares will not be listed or admitted to trading
on AIM or any other investment exchange or trading platform and
cannot be held in CREST. No share certificates will be issued in
respect of the Plutus B Ordinary Shares nor will any such shares
exist after the Demerger, as explained below.
8. Proposed amendments to the Articles of Association
A number of amendments to the Articles of Association are
required to implement the Proposals and require approval at the
General Meeting. Such amendments include the insertion into the
Articles of Association of the rights and restrictions attaching to
the Plutus B Ordinary Shares.
9. Reduction of Capital
In order to effect the Demerger, the Company is proposing to
cancel all of the Plutus B Ordinary Shares issued pursuant to the
Bonus Issue by reducing the Company's share capital in accordance
with the provisions of the Act. This will involve the cancellation
of the Company's Share Premium Account.
The cancellation of the Share Premium Account will only take
effect if sanctioned by the Shareholders at the General Meeting and
confirmed by the Court and upon the appropriate documents being
filed and registered with the Registrar of Companies.
The Hearing Date is expected to be 24 November 2020 and the
Reduction of Capital is expected to become effective between 25
November 2020 and 9 December 2020.
The Company has been advised that the Court may require the
Company to give an undertaking or put in place another mechanism
for the protection of the Company's existing creditors. If
required, the Company will provide such undertakings to the Court
for the protection of creditors as it is advised by counsel are
appropriate to be given. Subject to the Company putting in place
satisfactory provision for the protection of creditors, the Company
has been advised that there are good prospects of the proposed
cancellation of the Share Premium Account being confirmed by the
Court.
It should be noted that, although it is currently the Company's
intention that the Demerger should be concluded, the Company is
entitled to decide not to proceed with the Demerger at any time
prior to the Reduction of Capital becoming effective if it
determines that it would not be in the best interests of
Shareholders as a whole.
Following completion of the Proposals the Company will no longer
hold any revenue generating assets and will be a Rule 15 Cash Shell
with the risks associated therewith.
10. AIM Rule 15
In accordance with AIM Rule 15, the Demerger constitutes a
fundamental change of business of the Company and the Demerger will
be subject to shareholder approval at the General Meeting. The
Demerger requires the approval of more than 50 per cent. of the
Ordinary Shares voted at the General Meeting.
On Completion, the Company would continue to hold the Plutus
Energy Investment Portfolio which it intends to dispose of in due
course once the relevant consents have been received. As such on
Completion, the Company will become a 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 on or before the
date falling six months from Completion 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
suspension not have been lifted.
As a Rule 15 Cash Shell, the Company will have no operating cash
flow and will be dependent on the net proceeds of the Placing for
its working capital requirements.
In seeking and considering potential acquisitions the Board of
Directors intend to identify opportunities offering the potential
to deliver value creation and returns to shareholders over the
medium to long-term. The Company will consider investment
opportunities in any sectors as they arise.
11. Use of proceeds
The net proceeds of the Placing, estimated to be GBP490,000,
will be used by the Company to enable the settlement of trade and
other creditors, including fees owed to directors, totalling
approximately GBP275,000 and for general working capital purposes
whilst it seeks a suitable reverse takeover candidate.
Following completion of the Proposals and settlement in full of
outstanding creditors the Group is expected to have available cash
resources of approximately GBP215,000 to deploy towards evaluating
suitable reverse takeover candidates and for general working
capital purposes.
12. Details of the Placing
The Company has conditionally raised GBP600,000 (before
commissions and expenses) through the proposed issue of the
3,000,000,000 Placing Shares at the Placing Price. The Placing
Price represents a discount of approximately 71.4 per cent. to the
middle market closing price of 0.07 pence per existing Ordinary
Share on 8 October 2020, being the last practicable date prior to
the publication of the Circular. The Placing Shares will represent
approximately 57.0 per cent. of the Enlarged Share Capital.
The Placing has been arranged by Turner Pope as the Company's
joint broker. Pello Capital are acting as sub-placing agent to
Turner Pope.
The Placing is conditional upon, inter alia: (i) the Resolutions
being passed at the General Meeting; (ii) the Reduction of Capital
being confirmed by the Court and the relevant court order being
delivered to the Registrar of Companies; (iii) the Demerger
becoming effective; and (iv) Admission.
The Placing Shares, when issued and fully paid, will rank pari
passu in all respects with the New Ordinary Shares and therefore
will rank equally for all dividends or other distributions
declared, made or paid after the issue of the Placing Shares on
Admission.
13. Debt Capitalisation
Conditional on Admission, certain of the Directors, trade
creditors and advisers have agreed to capitalise certain amounts
that are either owed or contractually due to be settled in the next
12 months totalling GBP266,094. The debts will be satisfied through
the issue by the Company of 1,390,470,000 new Ordinary Shares at
the Placing Price.
As part of the Debt Capitalisation Charles Tatnall (Executive
Chairman) and James Longley (Interim Chief Executive Officer and
Finance Director) are capitalising a total of GBP75,000 in loans
that were made to the Company pursuant to the loan agreement
announced on 22 January 2020 and a total GBP48,000 of fees owed
pursuant to the directors' existing service contracts.
The number of Ordinary Shares to be issued to the directors as a
result of the Debt Capitalisation and the resulting aggregate
shareholding of each Director on Admission is as follows:
% of
the share
Ordinary capital
Ordinary Shares held held
Shares Ordinary fo l owing following
Existing issued Shares completion completion
debts
to be on Debt issued in of the of the
capitalised Capitalisation the Placing Proposals Proposals
Charles Tatnall, Executive GBP61,500 307,500,000 Nil 397,166,667 7.55%
Chairman
James Longley, Interim
CEO and Finance Director GBP61,500 307,500,000 Nil 389,166,667 7.39%
Tim Cottier, Non-Executive Nil Nil Nil Nil Nil
Director
As part of the Debt Capitalisation, Turner Pope, joint broker to
the Company and broker for the purposes of the Placing, are to be
issued with 360,000,000 Debt Capitalisation Shares comprising the
settlement of both fees accrued and contractually payable in the
next 12 months to Turner Pope in connection with its role as the
Company's joint broker. The Debt Capitalisation Shares to be issued
to Turner Pope will represent 6.84 per cent. of the Company's share
capital following completion of the Proposals.
14. Share options and warrants
Charles Tatnall (Executive Chairman) and James Longley (Interim
CEO and Finance Director) each hold options to subscribe for up to
a total of 19,770,000 Ordinary Shares each. All these options are
exercisable for ten years from grant and were issued as follows:
(i) 4,770,000 options on 8 March 2013 exercisable at 0.675p per
share; and (ii) 15,000,000 options on 19 May 2017 exercisable at
1.485p per share.
The Company has entered into an agreement with the only current
option holders, being Charles Tatnall and James Longley, pursuant
to which it has been agreed to cancel the options granted to them
and further to terminate the existing share option plans of the
Company (being the Company 2013 share option plan and the Plutus
Powergen Plc 2017 share option plan).
In connection with the Placing and conditional on the Proposals
being approved by Shareholders and upon approval of the
Resolutions, the Company has agreed to enter into a warrant
instrument pursuant to which it will issue 600,000,000 Broker
Warrants to JIM Nominees Limited (as nominee for Turner Pope) as is
equivalent to 20 per cent. of the gross aggregate value of the
funds sourced by Turner Pope from investors in the Placing divided
by the Placing Price. 300,000,000 Broker Warrants will be
transferred to Pello Capital immediately following completion in
connection with their role in the Placing as sub-placing agent to
Turner Pope.
The Broker Warrants may be exercised at any time between
Admission and up to three years after Admission and will entitle
the warrantholder to acquire one New Ordinary Share for each Broker
Warrant held, at the Placing Price. The Broker Warrants will not be
admitted to trading on AIM and will be transferable with the prior
consent of the Company.
15. Related party transactions
Charles Tatnall and James Longley, as directors of the Company,
are related parties for the purposes of the Debt Capitalisation.
The Independent Director, being Tim Cottier, having consulted with
Allenby Capital, the Company's nominated adviser, consider the
terms of the Debt Capitalisation to be fair and reasonable insofar
as the Company's shareholders are concerned.
Charles Tatnall and James Longley, as directors of the Company,
are related parties for the purposes of the cancellation of their
existing share options and the termination of the existing share
option plans of the Company. The Independent Director, being Tim
Cottier, having consulted with Allenby Capital, the Company's
nominated adviser, consider the terms of the cancellation of the
existing share options and termination of the existing share option
plans to be fair and reasonable insofar as the Company's
shareholders are concerned.
16. Admission and dealings
Application will be made to London Stock Exchange for the
Placing Shares and the Debt Capitalisation Shares to be admitted to
trading on AIM. The Company will be in a position to make the
application to the London Stock Exchange following approval of the
Resolutions and once the Reduction of Capital has become effective,
which is expected to be between 25 November 2020 and 9 December
2020. Due to the COVID-19 pandemic, Companies House is not offering
a same day service for registration of documentation relating to
the Reduction of Capital.
Further announcements will be made at the appropriate time on
the timetable for Admission.
17. Strategy for the Company following Completion
On completion of the Proposals the Company will become a 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
on or before the date falling six months from Completion 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.
The Company's proposed strategy, following completion of the
Demerger, will be to acquire one or more companies and/or projects
which are either cash flow generative or show significant potential
for growth and a profitable exit.
Leveraging their knowledge and contacts, the Directors will seek
to identify suitable investment and/or acquisition opportunities.
At this stage, the Directors would not seek to exclude any
particular sector or jurisdiction.
In selecting suitable investment and/or acquisition
opportunities, The Directors will consider various factors relevant
to an opportunity, including the:
-- ease with which capital can be raised to meet the working
capital requirements both initially and in the future;
-- growth potential and outlook for future cash generation;
-- likely resulting liquidity in the Company's shares following acquisition(s);
-- short, medium and longer-term exit strategies for Shareholders;
-- possible synergies with knowledge and contacts of the Directors; and
-- suitability for a public listing, either on AIM or another recognised market in the UK.
18. Risk factors
Shareholders' attention is drawn to the Risk Factors set out in Part II of the Document.
19. General Meeting
The Proposals are conditional upon, inter alia, the Shareholders
approving the Resolutions at the General Meeting.
The Notice convening the General Meeting to be held at the
offices of MSP Secretaries Limited, Eastcastle House, 27/28
Eastcastle Street, London, W1W 8DH at 11.00 a.m. on 3 November
2020, at which the Resolutions will be proposed is set out at the
back of this Circular.
Further details regard the General Meeting and arrangements made
in light of the COVID-19 pandemic are set out in paragraph 20 of
this Part 1.
A summary of the Resolutions is set out below.
Ordinary Resolutions
1. THAT the Demerger be approved in accordance with Rule 15 of the AIM Rules for Companies.
2. THAT that each existing Ordinary Share will be subdivided
into one New Ordinary Share and nine Deferred Shares.
3. THAT the Directors be authorised to allot and issue up to an
aggregate nominal amount of GBP1,650,000 of Relevant
Securities.
Special Resolutions
4. THAT the Bonus Issue and the Reduction of Capital be approved.
5. THAT the Articles be amended.
6. THAT conditional upon the passing of resolution 3 above, the
Directors be authorised to issue new Ordinary Shares on a
non-pre-emptive basis to cover the allotment of the Debt
Capitalisation Shares, the Placing Shares and equity securities
issued for cash representing 20 per cent., of the nominal value of
the issued ordinary share capital of the Company at Admission.
20. Action to be taken
Please check that you have received the following with this
document:
-- a Form of Proxy for use in respect of the General Meeting; and
-- a reply-paid envelope for use in connection with the return
of the Form of Proxy (in the UK only).
You are strongly encouraged to complete, sign and return your
Form of Proxy in accordance with the instructions printed thereon
so as to be received, by post or, during normal business hours and
by appointment only, by hand to Share Registrars Limited, The
Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR or via e-mail
to voting@shareregistrars.uk.com as soon as possible but in any
event so as to arrive by not later than 11.00 a.m. on 30 October
2020 (or, in the case of an adjournment of the General Meeting, not
later than 48 hours before the time fixed for the holding of the
adjourned meeting (excluding any part of a day that is not a
Business Day)).
If you hold Existing Ordinary Shares in CREST, no Form of Proxy
will be sent to you. Instead, you may appoint a proxy by completing
and transmitting a CREST proxy instruction to the Company's
registrars, Share Registrars Limited (under Participant ID 7RA36)
so that it is received by not later than 11.00 a.m. on 30 October
2020.
In light of the COVID-19 pandemic Shareholders are urged to
exercise their votes by submitting their Form of Proxy and
appointing the Chairman of the General Meeting as their proxy. The
UK government has recently tightened the restrictions on
gatherings, only permitting gatherings of up to six people to take
place subject to limited exemptions. The Board has therefore
concluded that Shareholders and their proxies (not including
Directors) will not be allowed to attend the meeting in person
other than for the purpose of establishing the quorum for the
meetings, as to do so would be inconsistent with current government
guidelines relating to COVID-19 (as published as at the date of
this circular). Any Shareholder seeking to attend the General
Meeting in person will be refused entry. The Company is actively
following developments and will issue further information through a
Regulatory Information Service and/or on its website (
www.plutuspowergenplc.com ) if it becomes necessary or appropriate
to make any alternative arrangements for the General Meeting. The
General Meeting will be purely functional in format to comply with
the relevant legal requirements.
Appointing a proxy in accordance with the instructions set out
above will enable your vote to be counted at the General Meeting.
Shareholders who hold their Existing Ordinary Shares through a
nominee should instruct their nominee to submit the Form of Proxy
on their behalf. Only the formal business set out in the notice of
General Meeting will be considered at the meeting. Your attention
is drawn to the notes to the Form of Proxy.
21. Irrevocable undertakings
In relation to the Resolutions each of the Directors who is also
a Shareholder has irrevocably undertaken to vote in favour of the
Resolutions in respect of, in aggregate, 171,333,334 Ordinary
Shares held directly by them, representing approximately 19.64 per
cent. of the Issued Share Capital.
22. Recommendation
The Board unanimously recommend that Shareholders vote in favour
of the Resolutions.
Plutus does not currently generate revenue and is in a highly
constrained working capital position at the present time. It is
likely that, if Shareholder approval for the Proposals at the
General Meeting is not received this would ultimately lead to the
Company entering into administration or some other form of
insolvency procedure, assuming that alternative funding would not
be available in the immediate term. Accordingly, it is very
important that Shareholders vote in favour of the Resolutions at
the General Meeting.
The Board intend to vote in favour of each of the Resolutions in
respect of their direct and indirect shareholdings which in
aggregate amount to 171,333,334 Ordinary Shares representing 19.64
per cent. of the Issued Share Capital.
Yours faithfully,
Charles Tatnall
Executive Chairman
For and on behalf of the Board
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this Document
9 October 2020
Latest time and date for receipt of Forms of Proxy in 11.00 a.m.
on 30 October 2020
respect of the General Meeting
General Meeting of Shareholders 11.00 a.m. on 3 November
2020
Record date for Capital Reorganisation close of business on
3 November 2020
Record date for Demerger 20 November 2020
Bonus Issue
23 November 2020
Court hearing to confirm Reduction of Capital 24 November
2020
Existing Ordinary Shares marked "ex" entitlement for Demerger 25
November 2020
Reduction of Capital becomes effective* Between 25 November
and 9 December 2020
Expected date of the completion of the Demerger* Between 27
November
and 11 December 2020
Admission of the Enlarged Share Capital to trading on AIM* 8.00
a.m. on between
27 November and 11 December 2020
CREST stock accounts to be credited for the Placing Shares
Between 27 November
in uncertificated form* and 11 December 2020
Despatch of share certificates in certificated form by no later
than 18 December
*As outlined below, due to the COVID-19 pandemic, Companies
House is not offering a same day service for registration of
documentation relating to the Reduction of Capital. As such certain
of the events in the timetable above are subject to finalisation
and change. The Company will make further announcements at the
appropriate time to provide further information on definitive times
and dates.
Notes
1 References to times in this Circular are to London time unless otherwise stated.
2 Each of the times and dates above are indicative only and are
subject to change. If any of the above times or dates should
change,
the revised times and/or dates will be notified to Shareholders
by an announcement on a Regulatory Information Service (and posted
on the Company's website) in accordance with the Company's articles
of association.
3 All events in the above timetable following the holding of the
General Meeting are conditional upon: (i) the passing of the
Resolutions; (ii) approval of the Reduction of Capital by the
High Court; and (iii) registration of the High Court Order
confirming the Reduction of Capital with the UK Registrar of
Companies.
4 The reduction of capital will not take effect until the court
order (and accompanying statement of capital) have been delivered
to,
and registered by, Companies House. Due to the COVID-19
pandemic, Companies House is not offering a same day service for
such registration and this may have an impact on the proposed
timetable.
PLACING STATISTICS
Placing Price 0.02p
Number of Existing Ordinary Shares 872,534,994
Total number of Placing Shares 3,000,000,000
Number of Debt Capitalisation Shares 1,390,470,000
Enlarged Share Capital following the Capital Reorganisation,
Placing and 5,263,004,994
Debt Capitalisation
Percentage of the Enlarged Share Capital comprised by the
Placing Shares 57.0%
Percentage of the Enlarged Share Capital comprised by the Debt
Capitalisation Shares 26.4%
Broker Warrants 600,000,000
Gross proceeds of the Placing
GBP600,000
Estimated net proceeds of the Placing GBP490,000
ISIN GB00B1GDWB47
SEDOL B1GDWB4
DEFINITIONS
The following definitions apply throughout this Circular unless
the context requires otherwise:
Act or the Companies Act: the Companies Act 2006, as amended.
Admission: admission of the Placing Shares, Debt Capitalisation
Shares and New Ordinary Shares to trading on AIM becoming effective
and announced in accordance with the AIM Rules.
AIM: the market of that name operated by the London Stock
Exchange.
AIM Rules: the AIM Rules for Companies, as published by the
London Stock Exchange from time to time.
Articles: the articles of association of the Company.
Attune Energy: Attune Energy Limited.
Board or Directors: the directors of the Company at the date of
this Document and whose names are set out in Part I.
Bonus Issue: the proposed capitalisation of amounts standing to
the credit of the Share Premium Account into Plutus B Ordinary
Shares to be issued to Shareholders on the basis of one Plutus B
Ordinary Share for each Ordinary Share held at the Demerger Record
Date.
Broker Warrants: the 600,000,000 warrants to be granted in
conjunction with the Placing (such number of warrants as is
equivalent to 20 per cent. of the gross aggregate value of the
funds sourced by Turner Pope from investors in the Placing divided
by the Placing Price) to be granted to JIM Nominees Limited (as
nominee for Turner Pope) and such warrants to be granted on
Admission to subscribe for New Ordinary Shares of the Company,
exercisable at the Placing Price and expiring on the third
anniversary of Admission.
Capital Reorganisation: the sub-division of every existing
Ordinary Share into one New Ordinary Share and nine Deferred
Shares.
Capital Reorganisation Record the close of business on 3
November 2020, being the time and date
Date: for the purposes of the Capital Reorganisation.
Circular or this Document: this document, containing details of the Proposals.
CM: Capacity Mechanism.
Company: Plutus PowerGen plc, a company registered in England
and Wales with registered number 05859612.
Completion: completion of the Demerger expected to occur,
subject to the passing of the Resolutions, between 27 November and
11 December 2020.
Court: the High Court of Justice of England and Wales.
Court Order: the order of the Court confirming the Reduction of
Capital.
Debt Capitalisation: the satisfaction of certain liabilities by
the issue of the Debt Capitalisation Shares.
Debt Capitalisation Shares: 1,390,470,000 new Ordinary Shares to
be issued to Charles Tatnall and James Longley (Directors of the
Company) and certain other creditors or advisers to satisfy certain
liabilities of the Company that are due or contractually payable
within the next 12 months.
Deferred Shares: the deferred shares of 0.01 pence each in the
capital of Plutus.
Demerger: the proposed demerger of Plutus Energy Limited from
the Company to be implemented by the Reduction of Capital.
Demerger Record Date: the close of business on 20 November 2020,
being the time and date for the purposes of determining the
Shareholders entitled to
participate in the Demerger.
Directors: directors of the Company whose names are set out on
page 6.
Enlarged Share Capital: all of the issued New Ordinary Shares
following the Capital Reorganisation, the Reduction of Capital and
the issue of the Placing Shares and Debt Capitalisation Shares.
FCA: the Financial Conduct Authority.
Form of Proxy: the form of proxy accompanying the Circular for
the use of Shareholders in connection with the General Meeting.
General Meeting: the General Meeting of the Company to be held
at 11.00 a.m. on 3 November 2020 (or any reconvened meeting
following any adjournment of the general meeting) at the offices of
MSP Secretaries Limited, Eastcastle House, 27/28 Eastcastle Street,
London, W1W 8DH, notice of which is set out at the end of this
document.
Group: the Company, Plutus Energy, the shares owned by Plutus
Energy in Attune Energy and the Plutus Energy Investment
Portfolio.
Hearing Date: the date on which the Court Order confirming the
Reduction of Capital is made.
Independent Director: Tim Cottier.
Issued Share Capital or Existing the total number of Ordinary
Shares in issue, being 872,534,994
Ordinary Shares: Ordinary Shares as at the date of this Document.
Latest Accounts: the Company's unaudited interim results for the
six months ended 31 October 2019.
London Stock Exchange: London Stock Exchange PLC.
New Ordinary Shares: the new Plutus shares of 0.01 pence each in
the capital of the Company resulting from the Capital
Reorganisation and the Reduction of Capital.
Nominated Adviser or Allenby Capital Limited, the Company's
Nominated Adviser in
Allenby Capital: accordance with the AIM Rules.
Notice or Notice of General the notice of the General Meeting
set out at the end of this
Meeting: document.
Ordinary Shares: ordinary shares of 0.1 pence each in the
capital of the Company.
Pello Capital: Pello Capital Limited, sub-placing agent to
Turner Pope in connection with the Placing.
Placees: the subscribers for the Placing Shares.
Placing: the conditional placing of the Placing Shares by Turner
Pope as agent for the Company.
Placing Price: 0.02 pence per Placing Share.
Placing Shares: the 3,000,000,000 New Ordinary Shares proposed
to be allotted and issued pursuant to the Placing.
Plutus B Ordinary Shares: the 872,534,994 B Ordinary Shares of
GBP0.001 each in the capital of the Company to be issued to
Shareholders by way of the Bonus Issue.
Plutus Energy Investment the shares held by the Company in
Flexible Generation Limited,
Portfolio: Balance Power Limited, Equivalence Energy Limited,
Precise Energy Limited, Valence Power Limited, Portman Power
Limited, Reliance Generation Limited and Selectgen Limited.
Plutus Energy Limited or Plutus Energy Limited, a company
registered in England and Wales
Plutus Energy: with registered number 08836957 being a wholly
owned subsidiary of the Company.
Plutus Energy Shares: the ordinary shares of 0.001 pence each in
the capital of Plutus Energy.
Proposals: the proposals set out in this Circular, whereby
Shareholders are being asked to consider, and if thought fit,
approve, inter alia,: (i) the proposals detailed relating to the
Demerger including the Bonus Issue, the Demerger and the Reduction
of Capital; (ii) the proposed Capital Reorganisation; (iii) the
proposed Placing; and (iv) the proposed Debt Capitalisation.
QCA Code: the QCA Corporate Governance Code, published by the
Quoted Company Alliance.
Reduction of Capital: the proposed reduction of capital of the
Company under section 641 of the Act, as described in this
Circular.
Resolutions: the resolutions set out in the Notice of General
Meeting.
Rockpool: Rockpool Investments LLP.
Rule 15 Cash Shell: has the meaning set out in the AIM Rules.
Shareholders: the holders of Ordinary Shares.
Turner Pope: Turner Pope Investments (TPI) Limited, the
Company's joint broker and broker for the purposes of the
Placing.
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END
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October 09, 2020 11:28 ET (15:28 GMT)
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