Result of General Meeting etc.

RNS Number : 9252T

Adventis Group PLC

19 December 2012

 



Adventis Group plc (the "Company")

19 December 2012

Result of Creditors Meeting and General Meeting, Subscription and Issue of Convertible Unsecured Loan Note

The Company announces that at the meeting of creditors held earlier today, the Company Voluntary Arrangement ("CVA") proposed by the Administrators was approved.

The Company also announces that at the general meeting of shareholders held following the creditors' meeting, all resolutions put to the meeting were passed. Details of the resolutions were set out in the circular to shareholders dated 3 December 2012, but can be summarised as follows: -

1.    Approval of the CVA;

2.    Ratification and approval of the Divestment;

3.    Approval of the Investing Policy;

4.    Appointment of Jeremy Edelman as Chairman of the Company;

5.    Appointment of Anthony Samaha as a director of the Company;

6.    Consolidation of the Company's existing ordinary shares of 0.25p each into consolidated ordinary shares of 1.75p each and subdivision of each of the consolidated ordinary shares of 1.75p each into 1 ordinary share of 0.1p and 1 "A" Deferred Share of 1.65p each;

7.    Authority to allot securities up to a total nominal value of £400,000;

8.    Dis-application of pre-emption rights up to an aggregate nominal amount of £200,000;

9.    Change the Company's name to Reabold Resources plc; &

10.  Adoption of revisions to the Articles to include special rights attaching to "A" Deferred Shares referred to in 6 above.

Following the conclusion of the General Meeting, each of Nick Winks, Andrew Pearson, Allan Collins and Julian Spooner has resigned as a director of the Company and Jeremy Edelman and Anthony Samaha have been appointed as directors of the Company with immediate effect.

Subscription

Following the passing of resolutions 7 and 8, the Company announces that it has raised £150,000 by way of subscription of 60 million new Ordinary Shares of 0.1p each at 0.25p each ("Subscription Shares") by new subscribers to raise necessary working capital inter alia to restore admission of trading to AIM. Application will be made to the London Stock Exchange for the admission of the Subscription Shares to trading on AIM ("Admission"). It is expected that Admission will become effective on 28 December 2012, following which the Company will have 66,915,896 Ordinary Shares of 0.1p each admitted to trading on AIM, which figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change in their interest, in the share capital of the Company under the FSA's Disclosure and Transparency Rules.

Among the subscribers for Subscription Shares was Jeremy Edelman who has subscribed, prior to his appointment as director of the Company, for 20 million Subscription Shares. Following Admission, Jeremy Edelman will hold 20 million Ordinary Shares of 0.1p each in the Company, representing approximately 29.89 per cent of the Company's issued ordinary share capital.

Issue of Convertible Unsecured Loan Note

As an investing company, the Company intends to undertake an acquisition or acquisitions which will constitute a reverse takeover under the AIM Rules for Companies, within the next 12 months. The Company will require further funds in order to undertake such an acquisition or acquisitions and meet recently incurred costs and future operating expenditure. Therefore, following the General Meeting, the Company has entered into a convertible unsecured loan note instrument (the "Loan Notes") for up to £260,000 with Saltwind Enterprises Limited, a company connected with Jeremy Edelman. The Loan Notes shall accrue interest at 0.5 per cent. per month and unless converted be repaid on 31 December 2013 or such later date as nominated by the noteholder. The Loan Notes may be converted into new Ordinary Shares at the last placing price paid per share on the issue of Ordinary Shares but the noteholder may not exercise their right to convert the Loan Notes if such conversion would result in the noteholder being required to make a mandatory offer to the holder of shares in the Company in accordance with Rule 9 of the City Code on Takeovers and Mergers ("Rule 9 Obligation"). In such circumstances, the Company will use its best endeavours to obtain from the Panel on Takeovers and Mergers any dispensation reasonably necessary to allow the Loan Notes to be converted without incurring a Rule 9 obligation. The Company intends to seek the approval of independent shareholders for a waiver of the Rule 9 Obligation at the earliest possible opportunity being the next annual general meeting of the Company, which is intended to be held early in 2013.    

The entering into of the convertible unsecured loan note by Jeremy Edelman is classified as a transaction with a related party for the purposes of the AIM Rules for Companies (the "AIM Rules"). In accordance, therefore, with the AIM Rules, Anthony Samaha as the independent director of the Company, having consulted with the Company's nominated adviser, Westhouse Securities Limited, considers that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Restoration of trading on AIM in the Company's Ordinary Shares

Trading in the Company's Ordinary Shares was suspended on 26 June 2012 as the Company was unable to publish its report and accounts for the year ended 31 December 2011 ("Accounts") by 30 June 2012. The Company proposes to publish its Accounts and release its unaudited interim results for the six months ended 30 September 2012 by 21 December 2012 and expects trading in its Ordinary Shares to be restored on or by 24 December 2012.

Terms and expressions used in this announcement shall, unless the context requires otherwise, have the same meanings as given to them in the Company's announcement dated 3 December 2012.

Additional information on Jeremy Samuel Edelman (aged 44)

Current Directorships/partnerships	Directorships/partnerships within the last 5 years
1 Callon Street RTM Company Ltd Merissa Overseas Ltd Saltwind Enterprises Ltd Wolfhaven Developments Ltd Foxhaven Development Ltd	Leni Gas & Oil plc API Technology (UK) Ltd

Additional information on Anthony John Samaha (aged 45)

Current Directorships/partnerships	Directorships/partnerships within the last 5 years
Equatorial Palm Oil plc Equatorial Biofuels (UK) Limited Samaha Nominees Pty Limited San Tannos Pty Limited T S Samaha Pty Limited Sheldon Pty Limited Aquaculture Investments Pty Limited	Altona Energy plc Irvine Energy plc Braemore Resources Limited Lamont Property Limited Altona Resources Limited Altona Australia Pty Limited Arckaringa Energy Pty Limited Lobster Harvest Limited Braemore Nickel Pty Limited Lamont Property plc Moonlake Natural Resources Limited

Lobster Harvest Ltd, an unlisted aquaculture company incorporated in Australia and for which Anthony Samaha was a non-executive director, was placed into creditors' voluntary liquidation in March 2012.

The information detailed above is disclosed in accordance with Rule 17 and Schedule Two (g) of the AIM Rules for Companies. Except for the information disclosed in this announcement, there is no other information which falls to be disclosed under these rules.

For further information: -

Adventis Group plc                                                         Tel: [phone]

Jeremy Edelman

Anthony Samaha

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

 

END

 

 

REGGGGGAPUPPGPB