Notice of General Meeting

RNS Number : 6323S

Adventis Group PLC

03 December 2012

 



Adventis Group Plc - In Administration ("Adventis" or the "Company") 

Proposed Company Voluntary Arrangement, Ratification of Divestment, Adoption of Investing Policy, Share Capital Reorganisation and Change of Name and Notice of General Meeting

The Company announces that a circular convening a general meeting of the Company to be held at the offices of Begbies Traynor Central LLP, 32 Cornhill, London EC3V 3BT at 11.30 a.m. on 19 December 2012 has today been posted to shareholders.

The text of the Letter from the Administrators is set out below:-

1          Introduction

I have the pleasure in inviting you to attend the General Meeting of the Company, which will be held at the offices of Begbies Traynor Central LLP, 32 Cornhill, London EC3V 3BT at 11.30 a.m. on 19 December 2012.

The purpose of this circular is to provide you with an explanation of the Resolutions to be proposed at the General Meeting and of the action you should take in order to register your vote. In summary, we are seeking shareholder approval of a company voluntary arrangement with the creditors of the Company, ratification of the divestment of BChannels on 23 July 2012, adoption of an investing policy for the Company, reorganisation of the share capital of the Company, authority to allot new Ordinary Shares, dis-application of pre-emption rights and to change the name of the Company.

The Administrators have received an irrevocable undertaking to vote in favour of the Resolutions from Savills (L&P) Ltd, which holds 29.70 per. cent. of the issued share capital of the Company.

2          Background

Adventis floated on AIM in July 2004 and was primarily a multi-media marketing and advertising agency providing services to the residential and commercial property industries as well as the pharmaceutical, legal and financial services sectors.  Gradually the Company diversified its business into healthcare, technology, telecoms and property marketing.

In 2010 the Group made a loss of approximately £5.7 million. In late 2011 the Company decided to wind down its lossmaking health and property divisions and focus on its core business of technology and telecoms marketing. As a result, the following business and asset sales were concluded:

-           Adventis Health Limited - sale of goodwill and intellectual property rights on 10 November 2011;

-           Adventis Media Limited (formerly Adventis Coltman Limited) - sale of business and assets on 7 December 2011;

-           Adventis Media Two Limited (formerly Adgenda Media Limited) - sale of business and assets on 10 January 2012; and,

-           Gilbert Doyle Oakmont Limited - sale of business and assets on 19 June 2012;

All four of the above subsidiaries entered creditors' voluntary liquidation on 22 August 2012.

On 11 May 2012, the Company announced it was in discussions with potential investors to secure the funding required to meet the Company's immediate and longer term finance commitments, including the repayment of the Company's bank debt and for the partial satisfaction of the outstanding deferred consideration due in respect of the Company's acquisition of Second2 Limited and BChannels. The Existing Directors remained confident that a solvent outcome was viable if the fundraising could be accomplished; however efforts over a period of several months to raise the equity funds ultimately proved impossible on a sufficient scale. Once this had become clear, the Existing Directors initiated an accelerated sales and marketing process ("AMA")  to seek best value for the sale of the Company's remaining principal assets, namely its holding in BChannels and Second2 Limited (together the "Technology Division").

The AMA resulted in a number of offers being received, and heads of terms were subsequently agreed by the Existing Directors with a chosen party for the purchase of the shares of the Technology Division.

The Company's bank received an offer from a third party lender to purchase its debt to the Group, following the announcement on AIM that a sale of the Technology Division had been agreed in principle, and completed the sale of the debt on 19 June 2012. Trading in the shares of the Company on AIM was suspended on 26 June 2012 as, given the above, a going concern statement could not be agreed by the auditors and therefore the Company was not in a position to publish its annual accounts for the year ended 31 December 2011.

As a result of the sale of the debt by the bank, the proposed purchaser of the Technology Division withdrew its offer and it soon became apparent that the Company could not continue in its current form for a prolonged period without significant further funding. The new lender agreed to inject a limited amount of working capital whilst alternative sales were explored.

On 13 July 2012, the Company exchanged contracts, subject to shareholder consent, for the sale of the entire share capital of BChannels and accepted, subject to contract and shareholder consent, an offer for the sale of the share capital of Second2 Limited. An announcement detailing these transactions was made at 7am on 16 July 2012.

Based on the offers received and accepted for the sale of the Technology Division, it was clear that the Company had become unable to meet liabilities as and when they fell due for payment. Significant present and future liabilities included, inter alia:

(i)         intercompany balances payable to BChannels, Second2 Limited and other Group companies;

(ii)        future deferred consideration liabilities for BChannels for the 2012 and 2013 accounting periods;

(iii)        deferred consideration liabilities for Second2 Limited for the period to May 2011;

(iv)        outstanding trade creditors and HMRC liabilities; and

(v)         lease obligations in respect of the Company's head office, Adventis House, Beaconsfield.

Essentially a solvent solution could not be achieved given (i) the insufficient level of cash generation within the Group, (ii) the likely level of realisation anticipated from the sale of the Technology Division and (iii) the level of creditors within the Company.

The Company was also experiencing significant creditor pressure and there was a high risk of winding up action being taken. In order to protect the Company, and safeguard as far as possible the sale of the Technology Division, the Existing Directors, at a Board meeting held on 19 July 2012, resolved to file a Notice of Intention to Appoint Administrators ("NOI").

The NOI was filed on 20 July 2012 and the Company subsequently entered administration on 23 July 2012.

As set out above, contracts for the sale of the shares of BChannels were exchanged on 13 July 2012. The AIM Rule requirement that the sale needed to be ratified by shareholders fell away upon the appointment of administrators and therefore the Administrators were faced with an immediate decision to either (i) complete the sale, or (ii) block the sale and seek to market BChannels in order to find an alternative purchaser.

On 23 July 2012, the Administrators completed the sale of BChannels. The Administrators decided to complete the sale for the following reasons:

(i)         BChannels was itself suffering from cash flow difficulties as a result of funding previously provided to support the wider Group. HMRC had threatened to issue a winding up petition in respect of unpaid PAYE and VAT and it was clear that without additional working capital facilities, BChannels would shortly become insolvent and as a result the majority of the value within BChannels would have been lost.

(ii)        The nature of business undertaken by BChannels is such that the directors involved are fundamental to the viability of the business. The directors of BChannels had already agreed equity ownership and deferred consideration sacrifices with the proposed purchaser, and to re-market the business risked losing their willingness to remain involved in the business.

(iii)        As part of the sale structure, £0.8m of intercompany liability owed from the Company to BChannels was novated to the purchaser; thereby reducing the Company's liabilities.

(iv)        The secured creditor had approved the sale.

An extensive marketing process had already been conducted and it was unlikely that a further process, whilst the Company was in administration, would have generated any additional interest at a level higher than that already offered.

For the avoidance of doubt, no sale has been concluded in relation to the shares held in Second2 Limited. Second2 Limited entered administration on 25 July 2012.

Further, the shares in a dormant subsidiary, Partnermarketing.com Limited have been sold by the Administrators for £1. The Existing Directors have also taken steps to strike off the remaining dormant subsidiaries of the Company.

As a result all subsidiaries of the Company are either in insolvency procedures or in strike off, with the exception of Premium Media Limited, which itself has limited assets and liabilities.

As set out in the Administrators' statement of Proposals (pursuant to paragraph 49 of Schedule B1 of the Insolvency Act 1986),the Administrators had originally planned to cancel the Company's admission to trading on AIM and to dissolve the Company without any return to unsecured creditors or shareholders. However, the Administrators' were approached by the Proposed Directors with an opportunity potentially to restore the Company's admission to trading on AIM and ensure a return to unsecured creditors.

The Administrators have concluded that the best course of action is to call a meeting of the creditors of the Company and a meeting of the Shareholders for the purpose of considering and voting on a proposal for a CVA to enable the Company to avoid dissolution and restore admission of trading on AIM, subject to publishing its report and accounts for the year ended 31 December 2011 and releasing its interim results for the six months ended 30 June 2012. Further details on the CVA are set out in paragraph 3 below.

Should the CVA be approved by the Creditors and Shareholders, the Proposed Directors are seeking that the Company becomes an investing company pursuant to the AIM Rules.  In order to become an investing company, the Shareholders must ratify the Divestment and approve the Investing Policy at the General Meeting converted by the Notice.  Further details of the Investing Policy are set out in paragraph 4 below and are provided on behalf of the Proposed Directors.

The Proposed Directors are also seeking that the Company be duly authorised to re-organise its share capital to ensure the nominal value of 0.25 pence per of the Ordinary Shares is not more than the trading price of the Ordinary Shares on AIM upon the re-commencement of trading on AIM.  Without the re-organisation of share capital, it is likely that on restoration of the Company's Ordinary Shares to trading on AIM, the trading price would be below their current par value.  The issue of new shares by a public company at a price below their nominal value is prohibited by the Act. The Proposed Directors are also seeking that the Company be duly authorised to amend the Articles which, amongst other matters, set out the rights attaching to "A" Deferred Shares in the Company following the Capital Reorganisation.

Further details of the Capital Reorganisation and the proposed amendments to the Articles are set out in paragraph 5 below.

In order to meet the working capital requirements of the Company as it seeks to implement its Investing Policy, the Proposed Directors are seeking that the Company be duly authorised to raise a minimum of £150,000 through the issue of new Ordinary Shares to new subscribers at 0.25 pence per Ordinary Share. The Subscription is conditional on, inter alia, the CVA Approval, and the Resolutions being passed at the GM.

As the number of Ordinary Shares proposed to be issued pursuant to the Subscription exceeds the current authorities to allot new Ordinary Shares, resolutions will be proposed at the General Meeting to enable the Company to allot such number of new Ordinary Shares to complete the Subscription.  Further details of the resolutions are set out in paragraph 9 below.  Such proposals are put forward on behalf of the Proposed Directors.

A further prerequisite for the restoration of the Company's admission to trading on AIM is the publication of the Company's annual report and accounts for the year ended 31 December 2011 and the interim results for the six months ended 30 June 2012.  The Administrators understand that, subject to the approval of the CVA and the passing of the Resolutions, the Company intends to publish the necessary financial information in December 2012 and to hold its annual general meeting in early 2013.

The purpose of this circular is to seek shareholder approval for the CVA, the Investing Policy, Capital Reorganisation, an amendment to the Articles, the authority to issue Ordinary Shares, the dis-application of pre-emption rights in certain circumstances, and to change the name of the Company.

3          Company Voluntary Arrangement

In order to facilitate the proposed future activity of the Company, the Administrators propose the CVA. It is expected that the CVA will be approved by the Creditors at a meeting to be held at 10.00 a.m. on 19 December 2012.  Further details of the CVA are set out in the CVA Proposal which accompanies this document.

For the avoidance of doubt, the CVA would not result in any distribution being made to Shareholders.  The CVA constitutes a composition in satisfaction of the Company's debts and approval of it will result in Creditors accepting the dividend(s) paid to them in full and final settlement of their claims against the Company.

The proposed duration of the CVA is six months.

The anticipated dividends under the CVA (after professional costs) to Preferential Creditors will be 100 pence in the pound and to unsecured creditors, between 0.5 pence and 1 pence in the pound.  The estimated dividend in the event of the rejection of the CVA Proposal by the Creditors and the Shareholders and, consequently, the Company remaining in administration, is nil (after professional costs).

Approval of the CVA, the Divestment and the Investing Policy will provide the Proposed Directors with an opportunity to reposition the Company into an investing company, pursuant to the AIM Rules.

If the CVA is not approved, the Administrators believe that the only alternative would be for the Company to be dissolved, with no return expected to unsecured creditors or Shareholders.

Once the CVA is approved, the Company will exit administration and control of the day to day running of the Company will pass to the Proposed Directors, subject to the approvals sought from Shareholders at the General Meeting.

4          Investing Policy

In accordance with AIM Rule 15, the Divestment constitutes a fundamental change of business of the Company resulting in it being classified as a investing company.  AIM Rule 15 further requires the Company to adopt an investing policy and that such policy to be approved by the Shareholders.   

The Investing Policy, for which Shareholder approval is sought, is to acquire direct and indirect interests in exploration and producing projects and assets in the natural resources sector. This approval is sought on behalf of the Proposed Directors.

The Proposed Directors will draw on their experience in the natural resources sector when assessing investment opportunities. Biographical details of the Proposed Directors are set out at paragraph 7 below.

Pursuant to the Investing Policy, the Administrators understand that Company would intend initially to seek to acquire direct and indirect interests in projects and assets in the natural resources sector however they will consider other sectors as well as opportunities as they arise.  The Investment Policy will allow the Company to consider possible investment opportunities anywhere in the world.

The Proposed Directors anticipate that investments may be by way of purchasing quoted shares in appropriate 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 or quoted 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 Proposed Directors anticipate that 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 Proposed 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.

The Proposed Directors intend there to 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 Investment Policy will allow investments to be in all types of assets and there will be no investment restrictions.

The Proposed 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 Proposed Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares.

As an investing company, the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its Investing Policy on or before the date falling twelve months from adopting the Investment Policy by the Shareholders, failing which, the Company's shares would then be suspended from trading on AIM. In the event the Company's Ordinary Shares are so suspended and the Company fails to obtain Shareholders' consent to renew such policy, the admission to trading on AIM of the shares would be cancelled six months from the date of suspension and the Proposed Directors intend to convene a general meeting of the Company to consider whether to continue seeking investment opportunities or to wind up the Company.

An investing company is generally considered to have substantially implemented its investing policy, when it has invested a substantial portion (usually at least in excess of 50 per. cent.) of all funds available to it, including funds available through agreed debt facilities, in accordance with its investing policy.

5          Proposed Capital Reorganisation

Subject to approval of the CVA and the Investing Policy, it is proposed by the Proposed Directors that the issued share capital of the Company be restructured in order to reduce the nominal value of the Existing Ordinary Shares.

It is proposed by the Proposed Directors that all of the Existing Ordinary Shares of 0.25 pence each will be consolidated into ordinary shares of 1.75 pence each on the basis of one consolidated ordinary share for every seven Existing Ordinary Shares in issue. The consolidated ordinary shares of 1.75 pence each will then be subdivided into one Ordinary Share of 0.1 pence and one "A" Deferred Share of 1.65 pence.

Following the Capital Reorganisation, the issued share capital of the Company will comprise 6,915,895 Ordinary Shares of 0.1 pence each and 6,915,895 "A" Deferred Shares of 1.65 pence each. The "A" Deferred Shares shall have special rights, and shall be subject to restrictions, set out in the amended Articles.  A resolution will be proposed at the GM by the Proposed Directors to amend the Articles to include the special rights attaching to the "A" Deferred Shares. The "A" Deferred Shares will carry negligible value and no application will be made for them to be admitted to trading on AIM.

The Resolutions to approve the Capital Reorganisation at the General Meeting are set out in the Notice.

The Company intends to issue new share certificates to Shareholders following the Capital Reorganisation. There are no immediate plans to purchase or to cancel the "A" Deferred Shares, although the Proposed Directors propose to keep the situation under review.

6          Authority to allot shares and disapplication of pre-emption rights

The Administrators understand that the Company proposes to conditionally raise a minimum of £150,000 by the subscription of new Ordinary Shares by new subscribers in order to raise necessary working capital, inter alia, to restore the admission to trading on AIM of the Company's shares and to implement the Investing Policy.  The Proposed Directors are therefore seeking the requisite authorities to dis-apply Shareholders' pre-emption rights to permit such an issue. The Subscription will be conditional on, inter alia, the CVA Approval and the Resolutions being passed at the GM.

The Administrators understand that net proceeds of the Subscription will be used principally for working capital to support the operating costs of the Company.

7          Proposed Directors

Subject to the passing of the Resolutions, it is proposed that Jeremy Edelman be appointed as Executive Chairman of the Company and Anthony Samaha as an executive director of the Company.   Following the appointments of Mr Edelman and Mr Samaha, the Existing Directors will be removed from office by the Administrators without compensation for loss of office.   The biographical details of Mr Edelman and Mr Samaha are set out below.

Jeremy Samuel Edelman (age 44), Executive Chairman

Jeremy Edelman holds Bachelor degrees in Commerce and Law together with a Masters degree in Applied Finance. Mr Edelman is admitted as a solicitor to the Supreme Courts of Western Australia and New South Wales. Mr Edelman subsequently worked for some of the world's leading investment banks, including Bankers Trust and UBS Warburg in debt and acquisition finance. He has held consulting and director positions in listed companies in the UK and Australia, such as Mt Grace Resources NL, with a focus on resource exploration and development, including investment companies established with the specific objective of investing in resources projects. He also has corporate finance experience, having been responsible for co-coordinating a number of companies in making acquisitions in a variety of resource sectors, including oil and gas, uranium, molybdenum, base metals and coal. He has worked in various regions of the world, including the Republic of Kazakhstan, Russia, South Africa and Australia. Mr Edelman served as a Director of Altona Energy Plc (also known as Altona Resources Plc) until July 4, 2006, Executive Director of Leni Gas & Oil PLC from August 2006 to December 2010 and Director of Braemore Resources Plc until July 27, 2005.

Anthony John Samaha (age 45), Executive Director

Anthony Samaha is a Chartered Accountant who has over 20 years' experience in accounting and corporate finance, including resources development.  Mr Samaha worked for over 10 years with international accounting firms, including Ernst & Young, principally in corporate finance, gaining significant experience in valuations, IPOs, independent expert reports, and mergers and acquisitions. He has extensive experience in the listing and management of AIM quoted resources companies, such as Altona Energy Plc and Braemore Resources Plc, including fund raisings, project development and mergers and acquisitions.  Mr Samaha has been involved in acquisitions and resource projects in various regions of the world, including Australia, South Africa, West Africa, North America, India and People's Republic of China. He holds Bachelor of Commerce and Bachelor of Economics degrees from the University of Western Australia, and is an Associate of the Institute of Chartered Accountants in Australia and an Associate of the Financial Services Institute of Australasia.  Mr Samaha is a Non-Executive Director of AIM quoted Equatorial Palm Oil Plc.

The Administrators are not making any recommendation as to the suitability of the Proposed Directors. Shareholders should form their own opinion in this regard.

8          Change of Name

The Administrators will propose at the GM on behalf of the Proposed Directors that the name of the Company to be changed to Reabold Resources Plc to reflect the Investing Policy of the Company.

9          General Meeting

You will find at the end of this document a notice of the GM to be held at the offices of Begbies Traynor Central LLP, 32 Cornhill, London EC3V 3BT at 11.30 a.m. on 19 December 2012.

At the GM the Resolutions that are to be proposed can be summarised as follows:

Ordinary Resolutions

-     to approve the CVA

-     to ratify the Divestment;

-     to adopt the Investing Policy;

-     subject to passing of the above Resolutions, to approve the appointment of Mr Jeremy Edelman as the Chairman of the Company; 

-     subject to the passing of the above Resolutions, to approve the appointment of Mr Anthony Samaha as a director of the Company;

-     to consolidate all of the issued Existing Ordinary Shares into consolidated ordinary shares of 1.75 pence each and then to subdivide each of the consolidated ordinary shares of 1.75 pence each into one Ordinary Share of 0.1 pence and one "A" Deferred Share of 1.65 pence each;

-     to authorise the Company to allot relevant securities pursuant to section 551 of the Act up to a total nominal value of £400,000.  This authority will expire at the conclusion of the next annual general meeting of the Company.

Special Resolutions

-     to dis-apply the statutory pre-emption rights under section 517 of the Act.  The Act requires that any equity securities issued wholly for cash must be offered to Shareholders in proportion to their existing holdings unless otherwise approved by Shareholders in general meeting or permitted under the  Articles.  Accordingly, a special resolution will be proposed to authorise the allotment of equity securities for cash other than on a pro rata basis up to an aggregate nominal amount of £200,000.  This authority will expire at the conclusion of the next annual general meeting of the Company.

-     to change the name of the Company to Reabold Resources Plc. 

-     to adopt revisions to the Articles to include special rights attaching to "A" Deferred Shares.

Irrevocable Undertaking

The Administrators have received an irrevocable undertaking to vote in favour of the Resolutions from Savills (L&P) Ltd, which holds 29.70 per. cent. of the issued share capital of the Company.

Action to be taken

You will find enclosed with this document the Form of Proxy for use by Shareholders in connection with the GM.

Whether or not you propose to attend the GM in person you are requested to complete the Form of Proxy in accordance with the instructions printed thereon.  To be valid, the completed Form of Proxy must be returned by post or by hand to the Company's Administrators at Begbies Traynor (Central) LLP, 32 Cornhill, London EC3V 3BT as soon as possible, but in any event so as to arrive no later than 11.30 a.m. on 17 December 2012, whether or not you propose to be present at the GM.

If you complete and return the Form of Proxy, you may still attend and vote at the GM in person should you decide to do so.

Recommendation

The Administrators consider that the Proposed CVA is in the best interests of the Company and its Shareholders as a whole. Shareholder will need to form their own view on the remainder of the Resolutions.

Yours faithfully

Kirstie Provan and Mark Fry

Joint Administrators of Adventis Group plc (in administration)

Acting as agents of the Company and without personal liability

The Administrators of Adventis Group plc (in administration) act as agents of the Company and without personal liability. The Administrators are only in a position to offer recommendations in respect of the CVA proposals issued. The remaining agenda points are being put forward by the Administrators on behalf of the Proposed Directors; in this regard the Administrators have no comment and cannot be held liable for any error omission or misstatement contained herein.

Enquiries: -

Kirstie Provan, Mark Fry - Joint Administrators Adventis Group Plc - In Administration c/o Begbies Traynor (Central) 32 Cornhill London EC3V 3BT

Tel: [phone]

Westhouse Securities Limited	Tel: [phone]
Tom Griffiths
Richard Johnson

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

""A" Deferred Shares"	"A" Deferred Shares of 1.65 pence each in the capital of the Company to be created pursuant to the Capital Reorganisation
"Act"	the Companies Act 2006 (including any modification or re-enactment thereof) for the time being in force
"Administrators"	Kirstie Jane Provan and Mark Robert Fry of Begbies Taynor (Central) LLP, 32 Cornhill, London EC3V 3BT
"AIM Rules"	the rules published by the London Stock Exchange governing the admission to, and the operation of, AIM
"AIM"	the AIM, a market operated by the London Stock Exchange
"Articles"	the articles of association of the Company in force at the date hereof
"BChannels"	BChannels Limited, a company incorporated in England and Wales with Company number 05271937
"Capital Reorganisation"	the proposed consolidation and subdivision of the Existing Ordinary Shares, pursuant to the Resolutions as described in this document
"Circular"	this document
"Company" or "Adventis"	Adventis Group Plc (In Administration), a company incorporated in England and Wales with company number 03542727
"Connected Creditor"	creditors that are connected to the Company in accordance with Sections 249 and 435 of the Insolvency Act
"Creditors"	existing creditors of the Company under the terms of the CVA
"CVA"	the proposed company voluntary arrangement of the Company as further described in this document and in the CVA Proposal
"CVA Approval"	the approval of the CVA Proposals by the Creditors and the Shareholders
"CVA Proposal"	the proposal by the Administrators contained in the document dated 3 December 2012 issued by the Administrators to Creditors and Shareholders that accompanies this document
"Divestment"	the disposal of the entire issued share capital of BChannels
"Existing Directors"	means each of Nick Winks, Andrew Pearson, Allan Collins and Julian Spooner
"Existing Ordinary Shares"	the Ordinary Shares of 0.25 pence each in issue at the date of the GM
"Form of Proxy"	the form of proxy for use by Shareholders at the General Meeting
"General Meeting"	the General Meeting of the Company convened for 11.30 a.m. on 19 December 2012 to approve the Resolutions, or any adjournment thereof
"Group"	the Company and its subsidiaries
"Insolvency Act"	the Insolvency Act 1986 (including any modifications re re-enactment) for the time being in force)
"Investing Policy"	the proposed investing policy of the Company as required by the AIM Rules and as set out in this Circular
"London Stock Exchange"	London Stock Exchange plc
"Notice"	the notice convening the GM set out at the end of  this document
"Ordinary Shares"	ordinary shares of 0.1 pence each in the capital of the Company following the Capital Reorganisation
"Preferential Creditor"	any creditor whose claim is preferential pursuant to Sections 386, 387 and Schedule 6 to the Insolvency Act
"Proposed Directors"	Jeremy Edelman and Anthony Samaha
"Resolutions"	the ordinary and special resolutions to be proposed at the GM set out in the Notice
"Shareholders"	holder(s) of existing ordinary shares in the capital of the Company whether Existing Ordinary Shares or Ordinary Shares
"Subscription"	the proposed subscription for new Ordinary Shares at 0.25 pence per share to raise a minimum of £150,000.

END

 

END

 

 

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