EGM Notice, Board Changes etc
Enition PLC
19 September 2005
Enition plc
('Enition' or the 'Company')
Proposed Capital Reorganisation, Issue of Ordinary Shares,
Board Changes and Notice of EGM
As outlined in the report and accounts for the period ended 31 December 2004,
the Board of Enition has been reviewing potential opportunities for another
trading business to reverse into the Company since its trading subsidiary, CDE
Solutions Limited, was put into liquidation. Whilst the Company's running costs
have been minimised (including the waiver by all directors of fees), its cash
resources have been seriously depleted and the Board believes it would be
prudent for additional cash resources to be injected into the Company.
A group of investors led by Peter Greensmith ('the Investors') has approached
the Board and offered to subscribe for shares in the Company representing 29.80
per cent of the then issued share capital for £95,000 ('the Proposed
Investment'). The Proposed Investment will result in the issue of 316,053,597
new ordinary shares in the Company at a price of 0.03p per share and is
conditional, inter alia, on the following occurring:
1. the Company's share capital being reorganised as outlined below ('the
Capital Reorganisation'); and
2. all debts of the Company, amounting in aggregate (including accrued
interest) to £443,967, being converted into 177,586,800 new ordinary shares at a
price of 0.25p per share (which in aggregate would represent 16.74 per cent of
the enlarged issued ordinary share capital of the Company on completion of the
Proposed Investment and the Proposed Placing (as defined below)).
As part of the Proposed Investment, Peter Greensmith and John Michael Edelson
have the right to procure subscribers for up to a maximum of 363,636,364 new
ordinary shares of 0.0025p each at a price of 0.11p per share for an aggregate
amount of £400,000 ('the Proposed Placing') (which in aggregate would represent
34.29 per cent of the enlarged issued share capital of the Company on completion
of the Proposed Investment and Proposed Placing (assuming this is fully
subscribed)).
In the circumstances, the Board has agreed to these terms and, accordingly, the
Company entered an investment agreement with the Investors on 19 September 2005.
The Board has also procured the appropriate consents from all debtors to satisfy
the condition summarised in point 2 above. In addition, Adrian Finn and Anthony
Leon have agreed to resign on completion of the Proposed Investment to be
replaced by Peter Greensmith, John Stirling and Jonathan (Jason) Teichman ('the
New Directors') whose details are summarised below.
Capital Reorganisation
The Capital Reorganisation is being proposed because the current market value of
the Company's ordinary shares is below their current nominal value of 0.25p per
share. Under the Companies Act 1985, it is unlawful to issue shares at a price
below their nominal value and, as a result, the Company has been unable to issue
anyshares.
It is therefore proposed to sub-divide and redesignate each of the Company's
issued ordinary shares of 0.25p into one ordinary share of 0.0025p and ninety
nine deferred shares of 0.0025p each ('the Deferred Shares') and to sub-divide
each of the Company's unissued ordinary shares of 0.25p each into one hundred
ordinary shares of 0.0025p each.
The Deferred Shares will have no voting rights and will have negligible rights
as to dividends and on a return of capital. They will not be listed on any stock
exchange and will not be freely transferable. One of the provisions attaching to
the Deferred Shares will allow the directors to effect the transfer of all of
the Deferred Shares to a custodian for no consideration. In due course, the
directors may arrange for the Company to cancel all the Deferred Shares or
effect a re-purchase of the Deferred Shares (for a consideration of 1p for all
of the Deferred Shares in issue) subject, in each case, to due compliance with
relevant legislation.
No new share certificates in respect of the new ordinary shares of 0.0025p will
be issued and existing share certificates will remain valid. No share
certificates will be issued in respect of the Deferred Shares.
Details of the New Directors
On completion of the Proposed Investment (assuming the Capital Reorganisation is
duly approved by shareholders), Adrian Finn and Anthony Leon will resign as
directors and the following persons will be appointed directors of the Company:
Peter James Greensmith, Chairman, aged 42
Peter Greensmith has over 17 years investment banking experience. He spent
several years at Samuel Montagu and Hill Samuel before joining Dresdner
Kleinwort Wasserstein. At Dresdners he became the COO of the Global Research
Department before being made a director of Dresdner Kleinwort Wasserstein Ltd
with responsibility for European Private Equity and Mergers and Acquisitions. In
2002, he founded and became Executive Managing Director of Libertas Capital
Group plc, a London-based investment bank, focusing on advice and principal
investments in the energy industry, which was subsequently quoted on AIM. At
Libertas, Peter specialised in advising clients seeking to go public in the UK,
and in mergers and acquisitions - with particular focus on the energy sector, as
both adviser and principal. In March 2005, Peter became Chief Executive Officer
of Libra Natural Resources plc, an AIM-listed investment company. He is a Member
of the Securities Institute and FSA registered as Director and Corporate Finance
Advisor.
Peter Greensmith is currently a director of Libra Natural Resources plc,
Vest4Good Limited, King-Coal Corporation Limited and Parvus Capital Limited, and
within the last five years was a director of Libertas Capital Securities Limited
and Libertas Capital Corporate Finance Limited.
John Harold Stirling, Non-Executive Director, aged 42
John Stirling has over 15 years of business development and management
experience. Following several years as a practising engineer, John joined
Deloitte LLP (formerly Deloitte Management Consulting) where he helped Fortune
500 clients in many industries through significant operations improvements.
After seven years with Deloitte, John gained line management experience when he
became Vice President of Operations for an insurance company where he was
responsible for leading a large technical services staff. At the same time, John
joined the board of a power technology startup which he later joined as Chief
Financial Officer and Vice President of Corporate Development. John is currently
pursuing his interests in renewable energy by co-founding T2M Resources, Inc.,
an advisory services firm serving renewable energy companies, where he is
Executive Vice President and Chief Financial Officer. John holds bachelor
degrees in Mechanical Engineering and Economics and a Master's in Business
Administration.
John Stirling is currently a director of Stirling Consulting Services LLC and
T2M Resources, Inc, and within the last five years was a director of Ramgen
Power Systems, Inc.
Jonathan (Jason) Ashley Carey Teichman, Non-Executive Director, aged 40
Jason Teichman has over 20 years experience in the financial markets. He spent a
number of years broking in the international debt and convertible markets.
Following this he spent three years at Collins Stewart Tullett broking U.S.A.
and European Equities. He has spent the last two years working as principal on a
number of mergers and acquisitions and investment projects across a range of
industries and regions.
He is currently a director of Emil Partners Limited and Triple Play Investors
Limited and has held no other directorships or partnerships within the last five
years.
Director Shareholdings
It is proposed that on completion of the Proposed Investment, the New Directors
and Emma Myers be granted options over an aggregate of 117,842,505 new ordinary
shares of 0.0025p each, exercisable at a price of 0.11p per share, which in
aggregate will represent 11.11 per cent of the undiluted enlarged issued share
capital following completion of the Proposed Investment and Proposed Placing
(assuming this is fully subscribed).
The New Directors, Emma Myers and persons connected with them will hold shares
in the Company on completion of the Proposed Investment and Proposed Placing
(assuming this is fully subscribed) and following the exercise of their options
(assuming no other ordinary shares are issued) as follows:
Name of Number of Percentage Number of Total Percentage of
Director Ordinary of issued ordinary following issued ordinary
Shares of ordinary shares of exercise of share capital
0.0025p share 0.0025p each options following
each capital subject to exercise of
option options
Peter
James 33,268,750 3.14% 47,137,002 80,405,752 6.82%
Greensmith
Emma
Victoria 6,670,000 0.63% 23,568,501 30,238,501 2.57%
Myers *
John
Harold 33,268,750 3.14% 23,568,501 56,837,251 4.82%
Stirling
Jason
Ashley 33,268,750 3.14% 23,568,501 56,837,251 4.82%
Carey
Teichman
Total 106,476,250 10.05% 117,842,505 224,318,755 19.03%
* 560,000 shares are held by Andrew Myers, her spouse, and 5,310,000 are held as
a trustee of The Strawberry Charitable Trust.
Major Shareholders
On completion of the Proposed Investment and assuming full subscription under
the Proposed Placing, so far as the Directors are aware, the following persons
(other than the Directors outlined above) will be directly or indirectly
interested in 3 per cent or more of the issued share capital of the Company:
Name of Number of Ordinary Shares of Percentage of issued share
Shareholder 0.0025p each capital
Carstock
Limited 83,624,800 7.88%
Wick Holdings
Limited 66,572,000 6.28%
Terra Energy
Services
Limited 35,262,236 3.32%
Bruce Khouri 49,903,282 4.71%
Maitland
Investments
Limited 166,344,065 15.68%
Admission to AIM
The Company will apply for the 316,053,597 new ordinary shares to be issued to
the Investors, the 177,586,800 new ordinary shares to be issued in settlement of
the Company's debts and up to 363,636,364 new ordinary shares to be issued
pursuant to the Proposed Placing to be admitted to trading on AIM and dealings
are expected to commence on (day after EGM) 2005. Admission of the 857,276,761
new ordinary shares to trading on AIM is conditional on shareholder approval of
the Capital Reorganisation.
Strategy
The New Directors intend to identify potential acquisition targets and
investments for the Company from a combination of their own research, market
knowledge and network of contacts. The New Directors' strategy is for the
Company to acquire or invest in businesses with one or more of the following
characteristics:
* sustainable growth prospects;
* a strong position in an established market or an early mover position in a
potentially fast growing market;
* under exploited assets; or
* an established management team, requiring working capital and/or strategic
advice to achieve its potential.
In their investment and acquisition considerations, the New Directors will focus
primarily on businesses based in Europe and the Americas, operating in the broad
energy and sustainable power sectors.
Although the New Directors believe there are significant numbers of investment
prospects which potentially fall within these categories, changing market
conditions and valuation issues may require the Company to broaden or change its
investment criteria. Therefore, the New Directors may take advantage of
attractive opportunities from other sectors and/or regions, which may include
minerals, natural resources, commodities and energy technologies.
Notice of EGM
A circular containing a notice of an Extraordinary General Meeting of the
Company ('EGM') to be held at 9.30 a.m. on 17 October 2005 at Number 14, The
Embankment, Vale Road, Heaton Mersey, Stockport SK4 3GN will be posted to
shareholders.
This information is provided by RNS
The company news service from the London Stock Exchange
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