Notice of General Meeting

RNS Number : 2566U

Asia Digital Holdings PLC

24 December 2012

 



Asia Digital Holdings Plc

(the "Company")

Notice of General Meeting

The Company announces today that it proposes to enter the Company into a Company Voluntary Arrangement ('CVA'), change its name to Vela Technologies Plc, issue the Placing Shares, appoint Nigel Brent Fitzpatrick to the Board and adopt a new Investing Policy pursuant to Rule 15 of the AIM Rules. Further details of the Investing Policy are set out in paragraph 6 below.

Consequently, the Company is issuing a Circular to Shareholders setting out the background to and the reasons for the Proposals and where appropriate seeking Shareholders' approval. A notice convening a General Meeting for 11:30 a.m. on 14 January  2013 at the offices of Duff & Phelps Ltd, 43-45 Portman Square, London, W1H 6LY, to consider the Resolutions, is accordingly set out at the end of this Circular.

Peterhouse Corporate Finance Limited has placed 67,400,000 new Ordinary Shares in the Company at a price of 0.5 pence raising £337,000 (the "Placing"). The Placing is conditional on the approval of the CVA and the Resolutions. The new Ordinary Shares issued as part of the Placing will represent 89.77% of the Enlarged Ordinary Share Capital of the Company.

The proceeds of the Placing will be used to fund approximately £99,189 payment due to creditors, including the Directors of the Company, and to provide the Company with additional capital to allow it to fulfil its investing policy, further details of which are set out below.

It is proposed that, should the Proposals be approved, David Lees, Adrian Moss and Keith Lassman will resign as Directors with immediate effect following the conclusion of the General Meeting and the Proposed Directors will join the Board in their place.

For the purposes of section 656 of the Act, the Company has suffered a serious loss of capital. This Circular contains the proposals of the Directors to deal with the serious loss of capital and the consequences for the Company.

At the General Meeting, the following Resolutions will be proposed, of which resolutions 1 to 4 will be proposed as ordinary resolutions and resolution 5 will be proposed as a special resolution:

Resolution 1, which will be proposed as an ordinary resolution, seeks approval for the CVA

Resolution 2, which will be proposed as an ordinary resolution, seeks approval for the proposed Investing Policy

Resolution 3, which will be proposed as an ordinary resolution, seeks approval for Nigel Fitzpatrick to be appointed to the board of the Company

Resolution 4, which will be proposed as an ordinary resolution, seeks approval for the allotment of 67,400,000 Ordinary Shares as part of the Placing

Resolution 5, which will be proposed as a special resolution, seeks approval to change the name of the Company to Vela Technologies Plc

A copy of the notice and form of proxy are available on the Company's website:

http://www.adhplc.com/

The letter from the Directors, which is included in the notice of the General Meeting is set out below. Save where capitalised terms are expressly defined in this announcement, all words and phrases defined in the Circular shall have the same meaning when used in this announcement, except where the context otherwise requires.

The Directors of the issuer accept responsibility for this announcement.

--ENDS--

FOR FURTHER INFORMATION, PLEASE CONTACT

Asia Digital Holdings plc
Adrian Moss, Chief Executive	[e-mail]
ZAI Corporate Finance Limited	Tel: [phone]
John Depasquale /John Treacy
Peterhouse Corporate Finance Limited	Tel: [phone]
Jon Levinson

To the holders of Ordinary Shares and for information only to the holders of Options

Dear Shareholder,

Company Voluntary Arrangement

Adoption of Investing Policy

Board Appointments

Change of Name

Notice of General Meeting

1.         Introduction

The Company announced today that it proposes to enter the Company into a Company Voluntary Arrangement ('CVA'), change its name to Vela Technologies Plc, issue the Placing Shares, appoint Nigel Brent Fitzpatrick to the Board and adopt a new Investing Policy pursuant to Rule 15 of the AIM Rules. Further details of the Investing Policy are set out in paragraph 6 below.

Consequently, the Company is issuing this Circular to Shareholders setting out the background to and the reasons for the Proposals and where appropriate seeking Shareholders' approval. A notice convening a General Meeting for 11:30 a.m. on 14 January  2013 at the offices of Duff & Phelps Ltd, 43-45 Portman Square, London, W1H 6LY, to consider the Resolutions, is accordingly set out at the end of this Circular.

Peterhouse has placed 67,400,000 new Ordinary Shares in the Company at a price of 0.5 pence raising £337,000 (the "Placing"). The Placing is conditional on the approval of the CVA and the Resolutions. The new Ordinary Shares issued as part of the Placing will represent 89.77% of the Enlarged Ordinary Share Capital of the Company.

The proceeds of the Placing will be used to fund approximately £99,189 payment due to creditors, including the Directors of the Company, and to provide the Company with additional capital to allow it to fulfil its investing policy, further details of which are set out below.

It is proposed that, should the Proposals be approved, David Lees, Adrian Moss and Keith Lassman will resign as Directors with immediate effect following the conclusion of the General Meeting and the Proposed Directors will join the Board in their place.

For the purposes of section 656 of the Act, the Company has suffered a serious loss of capital. This Circular contains the proposals of the Directors to deal with the serious loss of capital and the consequences for the Company.

2.         Background to and reasons for the Disposal and the CVA

As announced on the 3 May 2012, following a strategic review, initiated in December last year, and in view of continued working capital difficulties faced by the Group, the Board has resolved that it would be in the best interests of shareholders to close the ADH Group business and, to this end, to dispose of the Company's two main operating subsidiaries, DGM India and DGM Singapore and effect the closure of ADH China. On the 4 July 2012 the Company completed the disposal process.

In the absence of the required funding to finance the growth of the Group's operations, the Board considered the options available and concluded that the sale of its more established operations in India and Singapore along with the closure of ADH's Chinese operation, ADH China. This would enable ADH to become an Investing Company and as a result ADH would be able to identify and, subject to additional funding, pursue acquisitions with the potential to generate a return for shareholders that would not otherwise be the case.

The board has received several financing proposals and on 20 December 2012 the Company entered into a subscription agreement with a Financial Services Authority regulated broker on behalf of their clients via Peterhouse Corporate Finance, which raised £337,000 conditional on:

·      the CVA being approved by creditors and shareholders;

·      the Resolutions being approved at the General Meeting to be held on 14 January 2013; and

·      the lifting of the suspension of the Company's shares to trading on AIM.

The Company is proposing to enter into the CVA with its Creditors, the terms of which are set out in paragraph 3 below. If the CVA is approved by Shareholders and Creditors, and the Resolutions by Shareholders, the Company's indebtedness and liabilities will be eliminated and the Company will have the necessary solvency to continue to trade as an Investing Company on AIM.

A CVA, if agreed, will allow the Company to avoid liquidation and to remain in existence. This will provide the Proposed Directors an opportunity to reposition the Company into an Investing Company, pursuant to the AIM Rules with a new Investing Policy.

If the CVA is not approved, the Directors believe that the only alternative would be for the Company to be placed into liquidation.

3.         Terms of the CVA

Under the proposed terms of the CVA, the Creditors will, in aggregate, be offered a total of £99,189, which will be divided on a pro rata basis among the Creditors who make a valid claim as soon as possible and within twelve months of the date of the CVA being approved. The amount owed to Creditors currently stands at approximately £520,197, which means that Creditors should receive approximately 17.7 pence for every £1 of debt. However, this is not guaranteed. It is expected that the CVA will be approved at meetings to be held at 10:30 a.m. on 14 January 2013.

For the avoidance of doubt, Shareholders will retain their Ordinary Shares in the Company and the CVA would not result in any distribution being made to the Shareholders of the Company in their capacity as Shareholders.

The Directors have requested that Paul David Williams of Duff & Phelps Ltd, 43-45 Portman Square, London, W1H 6LY acts as Nominee in respect of the proposal of the Directors for the CVA. Paul David Williams has provided his consent to act and his Nominee's Report will be filed at Court as required.

In accordance with Section 246B of the Insolvency Act and Rule 12.A.12 of the Insolvency Rules 1986, as amended, notice is given that a copy of the Directors' proposal incorporating the Nominee's Report will be available for download from the following website as of 21 December: 

URL: http://www.duffandphelps.com/uk-restructuring/creditor-guides

The report can be found under "Creditor Guides and Insolvency Appointments" and is titled "Asia Digital Holdings PLC - CVA Proposals".  This document will be available at the above address for not less than three months from the date of this letter.

Should any Shareholder wish to receive a paper copy of the proposal please contact Neil Dyer of Duff & Phelps Ltd on [phone] , or email [e-mail], or  write to the above noted address.

Notices of the Creditors' Meeting and Shareholder CVA Meeting, to be held on 14 January 2013, and a Form of Proxy enabling you to vote at the meetings may be found in the proposal document. Following completion of the Forms of Proxy these should be returned to Duff and Phelps Ltd at, 43-45 Portman Square, W1H 6LY, to be received by no later than 10:30 a.m. on 11 January 2013. Forms can also be returned by way of email to the above noted email address 2013.

Copies of the circular to Creditors containing information on the proposed CVA and accompanying statutory information on the Company including a statement of affairs of the Company as at 21 December 2012 can be downloaded from the website provided above.

Resolution 1 seeks Shareholder approval to the CVA.  Due to their interests as creditors of the Company in the outcome of the CVA (as set out below), the Directors will abstain from voting on this Resolution.

4.         The Placing

PCF has placed 67,400,000 new Ordinary Shares at a price of 0.5 pence raising £337,000 before expenses. The Placing is conditional on approval of the Resolutions and the approval of the CVA at meetings of the Creditors and Shareholders. In addition, the Placing is conditional on the lifting of the suspension of the Company's shares to trading on AIM. The net proceeds of the Placing are estimated at approximately £280,000. The proceeds of the Placing will be used to allow the Company to pay out Creditors and fulfil its Investing Policy, further details of which are set out in paragraph 7.

Conditional on the Proposals being approved by Shareholders at the General Meeting, the Company has agreed to issue Peterhouse Corporate Finance Limited a warrant which is exercisable over 3 per cent. of the Company's issued share capital from time to time. This Warrant will be exercisable at the Conversion Price until 3 December 2015.

Adrian Moss and Spratt Ebako, employees of the Company, have agreed to subscribe to 7,400,000 new Ordinary shares amounting to £37,000 at the Placing Price. As a result, Adrian Moss will hold 5,995,238 Ordinary Shares representing 7.98% of the Enlarged Ordinary Share Capital and Spratt Ebako will hold 2,400,000 Ordinary Shares representing 3.19% of the Enlarged Ordinary Share Capital. In addition to the conditions relating to the passing of the Resolutions at the GM, the subscription by Adrian Moss and Spratt Ebako is dependent on the receipt of funds by Creditors as part of the CVA. As such settlement of the 7,400,000 Ordinary Shares will be delayed until completion of the CVA. Once the funds from Adrian Moss and Spratt Ebako have been received by the Company, the Company will make an additional announcement regarding the issue of these shares and their date of admission to AIM.

The participation of Adrian Moss in the Placing is deemed a related party transaction for the purposes of the AIM Rules. As a result, the Independent Directors consider, having consulted with the Company's nominated adviser, that the terms of the Placing are fair and reasonable insofar as its shareholders are concerned.

Following completion of the Placing, the Placees will, in aggregate, hold approximately 89.77% of the Enlarged Ordinary Share Capital of the Company.

Shareholders should be aware that the Placing is conditional upon the passing of all of the Resolutions and the approval of the CVA. If the CVA is not approved or any of the Resolutions are not passed then the Placing will not proceed and the Company will have to consider commencing liquidation proceedings.

5.         Lock-in

Adrian Moss has entered into an agreement with Peterhouse and the Company pursuant to which he has undertaken that he will not dispose of any interest in the Ordinary Shares subscribed for as part of the Placing, as described in paragraph 4 above, for a period of 3 months from the conclusion of the GM.

6.         Proposed Investing Policy

The Company's Investing Policy set out below, is subject to Shareholder approval and will be proposed as Resolution 2 at the General Meeting:

On Completion, the Company will have disposed of or wound up all of its trading businesses and therefore, under Rule 15 of the AIM Rules, it will be re-classified as an Investing Company and will be required to adopt an Investing Policy, which must also be approved by Shareholders.

The Continuing Directors believe that as a result of the recent global financial crisis, and the on-going period of financial austerity, companies, and therefore the world economy, have become increasingly reliant on emergent technologies, hi-tech engineering and scientific advances to drive growth. These technologies are applicable across a wide range of sectors including anything from Oil & Gas E&P, internet based business to Aviation. The Continuing Directors believe that an opportunity exists to acquire and consolidate holdings in Small and Medium sized Enterprises (SME's) operating in these sectors, with the intention of creating value for Shareholders. Initially, the Company's focus will be searching for companies which are based in the UK or Europe where there may be a number of opportunities to acquire interests in undervalued or pre-commercialisation technologies which when applied produce cost savings or revenue enhancement for customers. Early acquisition of these innovative technologies should provide maximum returns for Shareholders.

It is planned that the Company will have its head offices based in London with the UK being at the forefront of global technology, engineering and scientific advances. The Company intends the main focus of the investment policy to be on the implementation of solutions to enhance businesses' profitability, as well as to aid growth in new markets. This will include both pre-commercialisation and established commercial technologies. The Continuing Directors will however ensure that any investments meet strict due diligence criteria and the primary focus will be on companies post viability testing phase, to mitigate risk associated with early stage investment. This will not preclude the Company from considering investments in suitable projects in other regions and sectors where the Continuing Directors believe that there are high-growth opportunities. 

The Company's proposed name, Vela Technologies Plc, represents the Company's proposed technology-centric focus and reflects the different sectors which the Company wishes to explore.

The Continuing Directors see technology as having considerable growth potential for the foreseeable future and many of the prospects they have identified are in this sector. The Continuing Directors will focus on early stage investments and believe that any investment target will have at least one of four key components: a strong management team; an innovative product proposal; revenue enhancing or cost saving capabilities; and high growth potential.

It is anticipated that the main driver of success for the Company will be its focus, during the investment screening process, on the management involved in the potential investee companies and the potential value creation that the team of people is capable of realising. The Company intends to be an active investor. Accordingly, where the Continuing Directors feel that an investee company would benefit from their skills and expertise, they may look to seek representation on the board of the investee company.

In the first instance, the new capital available to the Company will be used to locate, evaluate and select the investment opportunities which would offer the greatest potential return for Shareholders in the long term. Once the Continuing Directors have identified the most attractive investments, the Company may require further funds in order to take up these opportunities. It is the intention of the Continuing Directors to undertake further fundraising, if such an opportunity should arise. The Company does not currently intend to fund any investments with debt or other borrowings but may do so if appropriate.  Investments may be made in all types of assets falling within the remit of the Investing Policy and there will be no investment restrictions.

The Continuing Directors may consider it appropriate to take an equity interest in any proposed investment which may range from a minority position to 100 per cent. ownership. Proposed investments may be made in either quoted or unquoted companies and structured as a direct acquisition, joint venture or as a direct interest in a project.

The Company will seek investment opportunities which can be developed through the investment of capital or where part of or all of the consideration could be satisfied by the issue of new Ordinary Shares or other securities in the Company. The opportunities would generally have some or all of the following characteristics, namely:

·      a majority of their revenue or expected revenues derived from technology, hi-tech engineering or scientific advances and strongly positioned to benefit from the sector's growth;

·      a trading history which reflects past profitability or potential for significant capital growth going forward; and

·      where all or part of the consideration could be satisfied by the issuance of new Ordinary Shares or other securities in the Company.

The Continuing Directors believe that their collective business experience in the areas of investment will assist them in the identification and evaluation of suitable opportunities and will enable the Company to achieve its investing objectives. 

New investments will be held for the medium to longer term, although shorter term disposal of any investments cannot be ruled out. There will be no limit on the number of projects into which the Company may invest and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules. Where the Company builds a portfolio of related assets it is possible that there may be cross-holdings between such assets.

The Continuing Directors believe that the status of the Company as an Investing Company will enable it to fund investments or acquisitions using a mixture of cash, equity and/or debt and intend to actively monitor these investments.

The Company will identify and assess potential investment targets and where it believes further investigation is required, intends to appoint appropriately qualified advisers to assist. The Company will not have a separate investment manager.

The Company intends to deliver Shareholder returns principally through capital growth rather than capital distribution via dividends.

The Directors confirm that, as required by the AIM Rules, they will at each annual general meeting of the Company seek Shareholder approval of its Investing Policy.

Following on from adopting an Investing Policy, 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 within 12 months of the General Meeting, failing which the Ordinary Shares would then be suspended from trading on AIM. If the Investing Policy has not been implemented within 18 months of the General Meeting the admission to trading on AIM of the Ordinary Shares would be cancelled and the Directors will convene a general meeting of the Shareholders to consider whether to continue seeking investment opportunities or to wind up the Company and distribute any surplus cash back to Shareholders.

The adoption of the Investing Policy will provide the Continuing Directors with the flexibility to actively seek out and acquire new investment opportunities, which the Continuing Directors believe, with the injection of cash from the granting of the Loan Notes, the elimination of Creditors through the CVA and the Company's management expertise, has the potential to create significant value for Shareholders.

7.         Future Dividends Policy

The initial focus of the Company will be the achievement of capital growth for Shareholders and therefore the Company will only consider the payment of dividends as and when it is appropriate to do so. As such, it is not possible at this stage to give an indication of the likely level or timing of any future dividends. To the extent that any dividends are paid they will be paid in accordance with any applicable laws and the regulations to which the Company is subject. The amount of the dividends paid to Shareholders will fluctuate according to the levels of profits earned by the Company and will be dependent on sufficient distributable reserves being available to the Company.

8.         Board

The Board currently consists of David Lees, Non-Executive Chairman, Adrian Moss, Chief executive Officer and Keith Lassman, Non-Executive Director. Subject to the Resolutions being approved, David Lees, Adrian Moss, and Keith Lassman are to resign from office immediately following the GM (assuming the Resolutions are approved) with no compensation for loss of office, and will waive all claims against the Company under their appointment letters, except those claims already included in the CVA.

It is proposed that Nigel Fitzpatrick is to be appointed to the Board in the positions of Non-Executive Director. The Company expects to announce, prior to the General Meeting, a proposed Executive Director who will join the Board following completion and subject to all the Resolutions being passed. The Company will make an announcement to the market accordingly.

Nigel Brent Fitzpatrick MBE, age 63

Mr Fitzpatrick has over 20 years' experience as a corporate finance consultant. In the last 15 years he has been instrumental in advising a number of companies on their acquisitions, funding and subsequent flotations. Mr Fitzpatrick was Chairman of Global Marine Energy plc, a listed oil services company. He is currently Chairman of RiskAlliance Group plc, Halcyon Oil & Gas Limited and Aboyne-Clyde Rubber Estates of Ceylon Limited. He is a non-executive director of Acorn Minerals plc. He is a member of the Audit Committee Institute. In the Queen's Birthday Honours List 2012, Mr. Fitzpatrick was awarded an MBE for services to education.

In addition to the proposed directorships of the Company, the Proposed Directors hold or have held the following directorships (including directorships of companies registered outside England and Wales), or have been partners in the following partnerships within the five years prior to the date of this Document:

Director	Current Directorships/Partnerships	Past Directorships/Partnerships
Nigel Fitzpatrick	Ocean Park Developments Limited	TSC Offshore (UK) Limited
	Acorn Minerals Plc	Ansell Jones (Cranes) Limited
	Pondermatters Limited	MOS International Plc
	Optometrics Corporation	TSC Engineering Limited
	Powerhouse Energy Group Plc	Ansell Jones Limited
	NIM Engineering Limited	Conferaccom Limited
	Riskalliance Management Services Limited	Riskalliance International Limited
	Low Wave Limited
	Riskalliance Group Limited
	Riskalliance Finance Ltd
	Riskalliance Consulting Limited
	Forward Catering (Yorkshire) Limited
	J Burdon & Partners Limited
	Powerhouse Energy UK Limited
	Halcycon Oil & Gas Limited
	Aboyne-Clyde Rubber Estates of Celylon Limited

Brent Fitzpatrick was appointed a director of NIM Engineering on 29 January 2004. The company was placed into administration on 20 March 2007. On 20 March 2008, the administration period ended and NIM Engineering Limited became subject to a creditors' voluntary liquidation, in which situation it remains.

Brent Fitzpatrick was appointed as a director of Conferanccom Limited on 22 February 2008. The company was placed into administration on 28 May 2008 and Mr Fitzpatrick resigned as director on 14 August 2008. The company was wound-up via voluntary creditors' liquidation with deficiency with regards to creditors of approximately £5.8 million.

Brent Fitzpatrick was appointed as a director of Holly Benson Communication Limited, a subsidiary of Real Affinity PLC, on 22 February 2008 and resigned as a director on 1 October 2008. The company was placed into administration on 28 November 2008 and subsequently moved into voluntary creditors' liquidation on 27 May 2009 with a potential deficiency to creditors of approximately £1.1 million.

Brent Fitzpatrick was appointed as a director of Onyx Media Limited on 1 May 2003 and resigned as a director on 15 June 2005. The company was placed into voluntary creditors' liquidation on 20 June 2005. The company was dissolved on 7 April 2011

Save as disclosed above, no Proposed Director has:

·      had any unspent convictions in relation to indictable offences;

·      had a bankruptcy order made against him or entered into an individual voluntary arrangement;

·      been a director of any company or been a member of the administrative, management or supervisory body of an issuer or a senior manager of a company or partnership which has been placed in receivership, compulsory liquidation, creditors' voluntary liquidation, administration, company voluntary arrangement or partnership voluntary arrangement, or which entered into any composition or arrangement with its creditors generally or any class of its creditors whilst he was acting in that capacity for that company or within the 12 months after he ceased to so act;

·      been a partner in any partnership placed into compulsory liquidation, administration or partnership voluntary arrangement where such director was a partner at the time, or within the 12 months preceding such event;

·      been subject to receivership in respect of any asset of such Director or of a partnership of which the Director was a partner at the time, or within 12 months preceding such event; or

·      been subject to any official public incriminations or sanctions by any statutory or regulatory authority (including designated professional bodies) nor has such Director been disqualified by a court from acting as a director of a company or from acting as a member of the administrative, management or supervisory bodies of a company, or from acting in the management or conduct of the affairs of any company.

As at the date of this Document Nigel Fitzpatrick , does not hold any Ordinary Shares.

9.         Change of Name

In view of the change in the nature of the business, it is proposed that the Company's name be changed to "Vela Technologies Plc".

10.        AIM Suspension

Immediately following the completion of the General Meeting, the Company will request that the suspension of the Ordinary Shares from trading on AIM be lifted.

11.        General Meeting

The Notice convening the General Meeting at which the Resolutions will be proposed is set out at the back of this Document. A summary of the Resolutions is set out below.  Please note that unless all of the Resolutions are passed the Proposals outlined in this Document will not proceed and the Directors will be forced to implement proposals to put the Company into liquidation.

At the General Meeting, the following Resolutions will be proposed, of which resolutions 1 to 4 will be proposed as ordinary resolutions and resolution 5 will be proposed as a special resolution:

Resolution 1, which will be proposed as an ordinary resolution, seeks approval for the CVA

Resolution 2, which will be proposed as an ordinary resolution, seeks approval for the proposed Investing Policy

Resolution 3, which will be proposed as an ordinary resolution, seeks approval for Nigel Fitzpatrick to be appointed to the board of the Company

Resolution 4, which will be proposed as an ordinary resolution, seeks approval for the allotment of 67,400,000 Ordinary Shares as part of the Placing

Resolution 5, which will be proposed as a special resolution, seeks approval to change the name of the Company to Vela Technologies Plc

12.        Action to be taken by Shareholders

A Form of Proxy for use in connection with the General Meeting accompanies this Document. The Form of Proxy should be completed in accordance with the instructions printed thereon and returned to Peterhouse Corporate Finance Limited at, 31 Lombard Street, London EC3V 9BQ, as soon as possible, but in any event so as to be received by 11.30 a.m. on 14 January 2013.

The completion and return of a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person, should they so wish. Shareholders who hold their Ordinary Shares through a nominee should instruct the nominee to submit the Form of Proxy on their behalf.

13.        Documents available

Copies of this Document will be available to the public, free of charge, at the offices of the Company, 19 Cavendish Square, London, W1A 2AW, during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for one month from the date of this Document. This Document will also be available on the Company's website http://www.adhplc.com.

Copies of the circular to Creditors containing information on the proposed CVA and accompanying statutory information on the Company including a statement of affairs of the Company as at 21 December 2012 can be downloaded from:

URL: http://www.duffandphelps.com/uk-restructuring/creditor-guides

The report can be found under "Creditor Guides and Insolvency Appointments" and is titled "Asia Digital Holdings PLC - CVA Proposals".  This document will be available at the above address for not less than three months from the date of this letter.

14.        Board Recommendation

Adrian Moss is a significant creditor of the Company, and as such is considered to have a conflict of interest in relation to the CVA, which prevents him from expressing his views of the merits of the CVA. Therefore he has decided to abstain from voting on the CVA Resolution. The other Directors, Keith Lassman and David Lees consider the approval of the CVA to be in the best interests of the shareholders. The Board as a whole considers the approval of the rest of the Proposals to be in the best interests of the Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions 2 to 5 to be proposed at the General Meeting, as they intend to do themselves in respect of their own shareholdings.

Yours faithfully,

the Directors

 

END

 

 

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