Early Equity Plc
("Early Equity" or the "Company")
Notice of General Meeting
Early Equity announces that notice has been sent to Shareholders convening a
General Meeting of the Company to be held at 10.30am on 1 October 2012 at 31
Lombard Street, London, EC3V 9BQ.
A summary of the resolutions to be proposed at the meeting is set out below:
Resolution 1, which will be proposed as an ordinary resolution seeks approval
for the proposed New Business Strategy;
Resolution 2, which will be proposed as an ordinary resolution and is subject
to the passing of Resolutions 3 & 4, seeks approval for the subdivision of each
Existing Ordinary Share into 1 New Ordinary Share of 0.1 pence each and 1
Deferred Ordinary Share of 0.4 pence each;
Resolution 3, which will be proposed as a special resolution and is subject to
the passing of Resolutions 2 and 4, seeks approval for the Company to enter
into a contract to re-purchase the Deferred Ordinary Shares for the sum of 1
Resolution 4, which will be proposed as a special resolution and is subject to
the passing of Resolutions 2 and 3, seeks to grant the Directors authority to
allot New Ordinary Shares in the capital of the Company;
Resolution 5, which will be proposed as a special resolution and is subject to
the passing of Resolutions 2 to 4, seeks to grant the Directors the power to
dis-apply statutory pre-emption rights over certain shares; and
Resolution 6, which will be proposed as a special resolution, seeks approval
for the adoption of the new Articles of Association of the Company.
The Directors of the Company accept responsibility for the contents of this
Early Equity Plc
Tel: +44 (0)207 467 1700
Peterhouse Corporate Finance Limited
Fungai Ndoro/Eran Zucker
Tel: +44 (0)20 7469 0934
A copy of the General Meeting Notice can be found on the PLUS-SX website:
The following has been extracted from the General Meeting notice without
The purpose of this letter is to provide you with the background to and the
reasons for, the proposed reorganisation of the share capital of the Company,
the adoption of a New Business Strategy, the adoption of new articles of
association of the Company and other matters to be proposed at the General
Meeting. In addition it is to explain why the Directors consider these
proposals to be in the best interests of the Company and the Shareholders as a
whole and why they recommend that you should vote in favour of the Resolutions
to be proposed at the General Meeting. The notice of the General Meeting,
together with a Form of Proxy for the General Meeting to be held at 10.30 am on
1 October 2012 is included with the Document.
Early Equity also intends to raise approximately £200,000 by way of an Open
Offer. This means that Qualifying Shareholders can acquire New Ordinary Shares
at a price of 0.1 pence per New Ordinary Share in proportion to their existing
holdings of shares in the Company on the terms described in more detail in this
document under the paragraph headed "Open Offer" below.
The key terms of the Open Offer are:
* for every 2 New Ordinary Shares held following the Share Capital
Reorganisation, described below,you can acquire a further 9 Open Offer
Shares at a price of 0.1penceeach.
* the offerto acquire new Ordinary Shares as part of the Open Offeris
non-renounceable and therefore cannot be transferred(except to satisfy
The Open Offer Price of 0.1 pence per Open Offer Share represents a 58 per
cent. discount to the theoretical ex-rights price, based on the closing
mid-price of 0.35 pence per Early Equity share on 12 September 2012 (being the
last Business Day before the announcement of the Open Offer).
The largest Shareholder of the Company, GAEA Resources Limited, has irrevocably
committed to take up its full entitlement to acquire Open Offer Shares under
the Open Offer and is underwriting the Open Offer for the Company. This
indicates their strong support for the Company and the Open Offer.
Following the recent appointments of Gregory Collier, who is based in the
United Kingdom, and Hui Jie Lim and Christopher Neo, both of whom are based in
Hong Kong, the effective place of central management and control of the Company
is in Hong Kong and therefore outside of the UK, the Channel Islands or the
Isle of Man. The Company and its advisers have consulted with the Panel on
Takeovers and Mergers on this matter and the Panel has confirmed that Early
Equity is no longer a company to which the City Code applies, because of the
location of its central management and control. Further details of the City
Code can be found in this document under the paragraph `Non-Applicability of
the City Code of Takeovers and Mergers'.
Background to the Company
During 2011, Early Equity faced a period of financial difficulty resulting from
unfavourable economic conditions and cash constraints arising from the
Company's "fully invested" status. The nature of the Company's investments
during the last few financial years was such that, whilst high returns were
possible, liquidity in these investments was very low and realisation of profit
and cash through sales was difficult.
On 21 February 2012, Early Equity announced that it had reached an agreement
with the previous directors of the Company, Robert Painting and Jonathan Hall,
to settle all outstanding loans from Mr. Painting and Harbinger Capital Plc.
During the beginning of March 2012, the Company managed to realise cash value
in two of its investments, namely Alpha Prospects Plc and Perform Marketing
Limited. The Company used these funds to strengthen its balance sheet by
settling all outstanding debts within the Company, leaving it debt free.
Following a strategic review of the business, the new Directors now believe
that there is a strong possibility that value can be created for Shareholders
going forward, if the Company were to seek investments, not only within the
United Kingdom, but in other parts of the world. As a result, the Directors
have proposed to change the Company's investment strategy, so that the Company
is not limited by geographic location, but can focus on the potential uplift in
value, when making investment decisions. The New Board also believes that the
Company will need additional funds in order to be in a position to take
advantage of investment opportunities available in the market. As part of the
fundraising process, the Board has decided to seek shareholders approval for
the following steps:
1. adopt a New Business Strategy - (Resolution 1);
2. reorganise the share capital of the Company - (Resolution 2);
3. seek approval for repurchase of Deferred Ordinary Shares - (Resolution 3)
4. seek approval for the authority to issue shares and dis-application of
pre-emption rights - (Resolutions 4 and 5);
5. adoption of New Articles - (Resolution 6)
New Business Strategy (Resolution 1)
Given the challenging economic environment currently facing small to medium
sized companies in the UK, the Directors of the Company feel that the Company
would benefit from an investment strategy which would allow for it to take
advantage of opportunities available in economies that have not been as
severely affected by the global economic downturn, as the UK. Early Equity was
established to become a proactive investor in companies; designed to unlock
potential, and to create and realise sustainable value in order to maximise
capital gains for its shareholders. The Directors intend to continue this
investment strategy while removing the geographical boundaries for investments,
giving the Company a global outreach.
It is intended that the new investment strategy of the Company will focus on
companies, which have the potential for significant growth in the medium to
Early Equity 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
• A strong, experienced management team with a track record of developing and
expanding small businesses;
• Trading or operating businesses generating revenues with a trading history of
more than one year which reflects the potential growth and scalability of the
• Early stage companies which have the potential to realise sustainable value
through the receipt of further funding and possibly listing on a public market;
• New issues from new or established quoted companies where, in the opinion of
the Directors, the market price does not reflect the value of the underlying
business and where Early Equity can be proactive in unlocking this value.
The Company intends to be an active investor in situations where the Company
can make a clear contribution to the progress and development of the
investment. To this end, where the Directors believe that an investee company
could significantly benefit from the expertise and input of the Directors, then
the Directors would seek representation on the board of the investee company.
In respect of other, more substantial investment opportunities, the Directors
expect that the Company will be more of a passive investor.
The Company will invest for the medium to long-term. However, should an
opportunity arise earlier to realise its investments, the Company will seek to
maximise value for Shareholders.
The Company intends to raise approximately £200,000 for the implementation of
this investment strategy, and the Directors have identified prospects which
they intend on undertaking further internal due diligence.
The Target Market
The target market for Early Equity is Small and Medium-sized Enterprises
("SMEs"). As defined by the European Commission, an SME is a company that
satisfies the number of employees criterion and either the turnover or balance
sheet total criteria.
Employees Turnover OR Balance Sheet
Small < 50 ≤ £ 8m ≤ £ 8m
Medium < 250 ≤ £ 40m ≤ £ 34m
The Annual Report by ECORYS Nederland BV, together with Cambridge Econometrics,
under the Competitiveness and Innovation Programme 2007- 2013, on EU SMEs 2010/
2011 shows that there are 20,796,192 SMEs in the 27-nation European Union
The Directors believe that collectively they have the necessary corporate
management and investment experience to make investments to improve the net
asset value of the Company's portfolio of investments. The Company will seek
investments which would generally create capital uplift for its Shareholders.
Share Reorganisation (Resolution 2)
The mid-price of the Company's Existing Ordinary Shares as quoted on PLUS-SX on
12 September 2012, being the last practical date before the posting of this
Document, was 0.35 pence. This is 30% less than the par value of the Existing
Ordinary Shares of the Company, which is 0.5 pence. Under the terms of the Act
the Company is prohibited from issuing ordinary shares at a discount to the
nominal value. Accordingly, it is necessary to reorganise the share capital of
the Company to allow for additional funds to be raised for the Company.
As part of the reorganisation of the share capital of the Company, each of the
Existing Ordinary Shares with a nominal value of 0.5 pence will be sub-divided
into one New Ordinary Share with a nominal value of 0.1 pence and one Deferred
Share with a nominal value of 0.4 pence. Following the Share Capital
Reorganisation, the share capital of the Company will consist of 44,434,001 New
Ordinary Shares of 0.1 pence and 44,434,001 Deferred Ordinary Shares of 0.4
pence each in nominal value.
The New Ordinary Shares of 0.1p each, so created, will continue to carry the
same rights as attached to the Existing Ordinary Shares of 0.5p each (save for
the reduction in nominal value). The Deferred Ordinary Shares will be
transferable only with the consent of the Company and will not be admitted to
trading on PLUS-SX (or any other investment exchange). The Deferred Ordinary
Shares will have the rights set out in the paragraph entitled `Adoption of New
Articles' below and the Directors consider the Deferred Ordinary Shares, so
created, to be of no economic value. The Deferred Ordinary Shares will not
entitle the holder thereof to receive notice of or attend and vote at any
general meeting of the Company or to receive a dividend or other distribution
or to participate in any return on capital on a winding up other than the
nominal amount paid on such shares following a substantial distribution to
holders of ordinary shares in the Company. Subject to the passing of the
Resolutions, the Company will have the right to purchase all the issued
Deferred Ordinary Shares from all Shareholders for an aggregate consideration
of one penny. As such, the Deferred Ordinary Shares effectively have no value.
Share certificates will not be issued in respect of the Deferred Ordinary
Repurchase of Deferred Ordinary Shares (Resolution 3)
Conditional upon the passing of the other Resolutions, including those
described in the paragraph entitled `Share Reorganisation' above, the Company
and the holders of the Deferred Ordinary Shares will enter into an agreement
(the "Repurchase Agreement") pursuant to which the holders of the Deferred
Ordinary Shares will agree to transfer (without receiving any payment
therefore, in accordance with the New Articles) all of the Deferred Ordinary
Shares held by them to a person designated by the Board. That designated person
will then agree to the Company repurchasing all the Deferred Ordinary Shares to
be held by him for one penny in aggregate and following such repurchase, all of
the Deferred Ordinary Shares will be cancelled. According to the class rights
of the Deferred Ordinary Shares, any member of the Board may be designated the
person to sign the Repurchase Agreement on behalf of the holders of Deferred
Authority to allot shares and dis-application of pre-emption rights (Resolutions
4 and 5)
In order facilitate the Open Offer, as described in the paragraph below, and to
enable the Company to raise further funds to implement its intended New
Business Strategy with minimal limitations, it is necessary for the Company to
increase its authority to issue New Ordinary Shares and dis-apply pre-emption
rights. The net proceeds of this fundraising will be used to provide working
capital for the Company going forward and to implement the Company's New
Business Strategy. Resolution 5 seeks the authority to allot shares up to a
nominal value of £10,000,000. It is proposed, in Resolution 6, that the
Directors should be able to allot shares amounting to an aggregate nominal
amount of £10,000,000 other than on a pre-emptive basis.
Section 561 of the Act contains pre-emption rights that require all equity
shares, which it is proposed to allot for cash, to be offered to existing
shareholders in proportion to their existing shareholdings, unless a special
resolution is passed to dis-apply such rights. Such rights do not apply to an
issue of shares other than for cash, such as an issue in consideration of an
acquisition. The Directors believe that these requirements are too restrictive
and it is proposed, in Resolution 5, that the Directors should be able to allot
shares amounting to an aggregate nominal amount of £10,000,000 other than on a
pre-emptive basis, if it becomes necessary for the Company to raise further
funds following the Open Offer.
In each case, the authority conferred shall expire fifteen months after the
passing of this resolution or at the conclusion of the next annual general
Meeting of the Company following the passing of this resolution, whichever
occurs first. The Directors may look to raise additional funds for the Company
following the General Meeting subject to the resolutions being approved by
The Open Offer
The Board has determined that it is appropriate for the Company to raise funds
to finance potential investments which the Directors believe will improve its
prospects for the future. The Board believes that a fundraising, through an
Open Offer, is the most appropriate method for the Company to improve its
overall financial position and put it in a position whereby it can potentially
make value enhancing investments which will allow all Shareholders to benefit
from the underlying value of the Company going forward. The Board believes that
the Open Offer will enable Early Equity to increase its financial flexibility
and to widen the scope of investments available to the Company, whilst at the
same time enabling it to implement its New Business Strategy, which the Board
believes will position the Company more appropriately to generate financial
returns for Shareholders.
Early Equity is offering Shareholders who hold New Ordinary Shares on the
Record Date a participation in a non-renounceable entitlement (except to
satisfy bona fide market claims) issue of nine New Ordinary Shares in the
Company for every two Early Equity shares held, at a price of 0.1 pence per
share. The total number of shares in issue as at 12 September 2012 is
44,434,001 Existing Ordinary Shares and the shares to be offered pursuant to
the Open Offer is approximately 199,953,000 for gross proceeds of £199,953.
Qualifying Shareholders may apply for any number of Open Offer Shares up to
their maximum entitlement which is equal to the number of Open Offer
Entitlements as shown on their Application Form. Qualifying Shareholders with
holdings of existing Ordinary Shares in both certificated and uncertificated
form will be treated as having separate holdings for the purpose of calculating
their entitlements under the Open Offer.
No application in excess of a Qualifying Shareholder's maximum entitlement will
be met, and any Qualifying Shareholder so applying will be deemed to have
applied for his maximum entitlement only.
Shareholders should note that the Open Offer is not a rights issue. Qualifying
Shareholders should be aware that in the Open Offer, unlike a rights issue, any
Open Offer Shares not applied for by Qualifying Shareholders will not be sold
in the market on behalf of, or placed for the benefit of Qualifying
Shareholders who do not apply under the Open Offer.
Potential controlling interest of GAEA Resources Limited
As a significant Shareholder in the Company, GAEA Resources has recognised the
need for an injection of new capital in the Company and has formally committed,
in an agreement dated 13 September 2012, to underwrite the Open Offer to be
undertaken by the Company.
The Directors consisting of Gregory Collier, Christopher Neo and Hui Jie Lim,
who hold between them 25.88 per cent. of the Existing Ordinary Shares of Early
Equity, have considered carefully the merits of requesting GAEA to underwrite
the Open Offer and the importance of their support for the Open Offer.
As described in the paragraph below entitled `Non-Applicability of The City
Code of Takeovers and Mergers', the Company is not subject to the Code. It is
possible that, as a result of their underwriting obligations, GAEA may hold
Ordinary Shares representing 30 per cent or more of the enlarged issued share
capital of the Company following the completion of the Open Offer. GAEA will
not need to seek a Rule 9 Waiver of the Takeover Code or make a mandatory offer
for the remaining shares in the Company, as a result of acquiring 30 per cent
or more of the share capital of the Company.
GAEA Resources currently holds 12,000,000 shares in Early Equity, amounting to
27 per cent. of the issued share capital, and has undertaken to take up its
entitlement under the Open Offer. In addition GAEA has agreed to underwrite the
Open Offer. The maximum potential voting power of GAEA, in Early Equity, at the
conclusion of the Open Offer would be approx. 65.55 per cent, were other
Shareholders (excluding Hui Jie Lim, Executive Director of the Company, who has
irrevocably undertaken to take up his full entitlement under the Open Offer)
not to take up their entitlements under the Open Offer.
New Ordinary Shares will be provisionally allotted (nil paid) to all
Shareholders on the Register at the Record Date. However, Open Offer
Entitlement Letters will not be sent to Shareholders with registered addresses
in the Excluded Territories or their agent or intermediary, except where the
Company is satisfied that such action would not result in the contravention of
any registration or other legal requirement in any jurisdiction.
Notwithstanding any other provision of this document or the Open Offer
Entitlement Letter, the Company reserves the right to permit any Shareholder to
take up his rights if the Company in its sole and absolute discretion is
satisfied that the transaction in question will not violate applicable laws.
The attention of Overseas Shareholders who have registered addresses outside
the UK, or who are citizens of, or resident or located in, countries other than
the UK, is drawn to the information in Appendix A (`Terms and Conditions of the
Non- Applicability of The City Code of Takeovers and Mergers
The purpose of the City Code is to supervise and regulate takeovers and other
matters to which it applies. The City Code is issued and administered by the
The Code also applies to all offers for public and private companies and
Societas Europaea (and, where appropriate, statutory and chartered companies)
which have their registered offices in the United Kingdom, the Channel Islands
or the Isle of Man and which are considered by the Panel to have their place of
central management and control in the United Kingdom, the Channel Islands or
the Isle of Man.
Under Rule 9 of the City Code, where any person acquires, whether by a single
transaction or a series of transactions over a period of time, an interest (as
defined in the City Code) in shares which (taken together with shares in which
persons acting in concert with him are interested) carries 30 per cent or more
of the voting rights of a company which is subject to the City Code, that
person is normally required by the Takeover Panel to make a general offer, in
cash, to all the remaining shareholders to acquire their shares.
An offer under Rule 9 must be made in cash and at the highest price paid by the
person required to make the offer or any person acting in concert with him, for
any interest in shares of the company during the 12 months prior to the
announcement of the offer.
As Early Equity is not a company which is deemed to have its management and
control within the United Kingdom, the Channel Islands or the Isle of Man, the
City Code of Takeovers and Mergers does not apply to the Company.
Adoption of New Articles(Resolution 6)
In order to effect the subdivision of the Existing Ordinary Shares, which is
fully described in the paragraph entitled "Share Reorganisation" above, the
Company needs to create a new class of share, the Deferred Ordinary Shares.
Resolution 6 proposes the adoption of new articles of association ("New
Articles") to create a new class of share, the Deferred Ordinary Share. The
Deferred Ordinary Shares will not be admitted to trading on PLUS (or any other
investment exchange) and will carry no rights to participate in the profits of
the Company. On a return of capital in a winding up or dissolution of the
Company the holders of Deferred Ordinary Shares will be able to participate in
the distribution of assets of the Company pari passu with the holders of New
Ordinary Shares but only in respect of any excess of those assets above £
1,000,000,000,000. The Deferred Ordinary Shares will carry no rights to attend
any general meeting of the Company or speak or vote at any such meeting. In
addition, the Company will have the irrevocable authority at any time to: (a)
appoint any person to execute on behalf of any holder of Deferred Ordinary
Shares a transfer of all or any part thereof to any person as the Directors
determine; (b) purchase all or any of the Deferred Ordinary Shares for an
amount equal to one pence in aggregate; (c) for the purposes of (b) to appoint
any person to execute on behalf of a holder of Deferred Ordinary Shares a
contract for sale; and (d) to cancel all or any of the Deferred Ordinary Shares
purchased under (e) in accordance with the Companies Act.
In addition to the creation of the Deferred Ordinary Shares the New Articles
have been updated to incorporate changes introduced by the Act. On 1st October
2009, all the provisions of the memorandum of association of the Company other
than the subscription clause, including the objects clause and share capital
clause became incorporated into the Company's Articles, pursuant to the Act.
Companies incorporated under the Act will not, unless special provision is made
have any objects clause (their activities being unrestricted) or any limitation
on the number of shares they may issue, and the prevailing market practice is
for companies incorporated prior to the introduction of the Act to follow suit.
Notwithstanding that the share capital is unlimited; the Directors cannot allot
any shares without authority from the Shareholders to do so. The proposed
resolution therefore deletes from the Articles all the provisions carried over
from the memorandum of association, except those provisions setting out the
name of the company, and adopts the New Articles which comply fully with the
Act. The New Articles are available for inspection at the offices of Peterhouse
Corporate Finance Limited, 31 Lombard Street, London, EC3V 9BQ, or by
telephoning +44 (0)207 469 0930.
No new share or warrant certificates will be issued as a result of the change
in the nominal value of the shares of the Company.
If you are in any doubt with regard to your current shareholding in Existing
Ordinary Shares, you should contact Share Registrars Limited on +44 (0)1252 821
390. For any queries on the Share Capital Reorganisation, you should contact
Peterhouse Corporate Finance Limited, on: +44 (0)20 7469 0930.
The New Ordinary Shares will retain the same rights as those currently accruing
to the Existing Ordinary Shares (save for the change in nominal value) under
the Company's New Articles of Association, including those relating to voting
and entitlement to dividends.
Action to be taken in respect of the Open Offer
(Qualifying Non-CRESTShareholders (i.e. holders of Existing Ordinary Shares who
hold their Existing Ordinary Shares in certificated form))& (Qualifying CREST
Shareholders (i.e. holders of Existing Ordinary Shares who hold their Existing
Ordinary Shares in uncertificated form))
You are not required to take any action at present in relation to the Open
Offer. If all of the Resolutions are passed, and provided the Underwriting
Agreement has not been terminated in accordance with its terms, it is intended
that if you are a Qualifying Shareholder (with a registered address other than
in an Excluded Territory) you will be sent by post an Open Offer Entitlement
Letter/Acceptance Form giving details of your Open Offer Entitlement on or
around 3 October 2012.
If you sell or have sold or otherwise transferred all of your Existing Ordinary
Shares(other than ex-Open Offer entitlement) before 3 October 2012, please
forward this Document and the accompanying documents to the purchaser or
transferee or the stockbroker, bank or other agent through whom the sale or
transfer was effected for onward transmission to the purchaser or transferee.
Should the Resolutions not be approved by Shareholders at the General Meeting,
the Directors will have to consider winding up the Company and seeking
cancellation of the Company's trading facility on PLUS-SX. The Directors,
having been so advised by Peterhouse Corporate Finance, consider the Proposals
to be fair and reasonable and in the best interests of the Company as a whole
and therefore unanimously recommend that you vote in favour of the Resolutions,
as they intend to do in respect of their own beneficial holdings, amounting in
aggregate to 11,500,000 Existing Ordinary Shares representing approximately
25.88 per cent. of the issued share capital of the Company.