TIDMBOU
RNS Number : 6551X
Bould Opportunities PLC
01 May 2019
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Upon the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
1 May 2019
Bould Opportunities PLC
("Bould" or the "Company")
OPEN OFFER OF UP TO 5,332,221,134 NEW ORDINARY SHARES AT 0.0125
PENCE PER SHARE TO RAISE UP TO GBP660,000
PROPOSED SALE OF THE COMPANY'S OPERATING BUSINESS
NOTICE OF GENERAL MEETING
The Board of Directors of the Company are pleased to announce
the following company update, further details of which can be found
below.
The Company announces an open offer to raise up to approximately
GBP660,000 (before expenses) through the issue of up to
5,332,221,134 new ordinary shares of 0.01p per share ("Ordinary
Shares") in the Company at an issue price of 0.0125 pence per share
(the "Open Offer").The Company has today posted a Circular to
shareholders which will be made available on the Company's website
at www.photonstarled.com.
The Company also announces, further to the general meeting held
on the 5th April 2019 (the "General Meeting" or the "GM") that the
Company is in the process of disposing its operating subsidiary,
PhotonStar Technology Ltd, further details of which can be found
below.
The Company also announces that it is convening a general
meeting on 21 May 2019 at Peterhouse Capital Limited, 3rd Floor,
New Liverpool House, 15 Eldon Street, London, EC2M 7LA, at 11.30am
for the purpose of considering and, if thought fit, the passing of
the resolutions as set out below. The Board intend to vote in
favour of the resolutions. The Board's collective shareholding
represents a total 73,659,661 Ordinary Shares, equivalent to 1.38
per cent. of the issued Ordinary Shares. Moreover, the Company's
largest shareholder, Mr Antos Glogowski holding 758,000,000
Ordinary Shares, has signed an irrevocable agreement to vote in
favour of the below resolutions.
The Board of Directors would like to extend their thanks to Mr
Glogowski for his continued support in their endeavours.
For further information:
Bould Opportunities plc (www.photonstarled.com) +44 (0)20 3198
2554
Martin Lampshire, non--executive Director
Allenby Capital Limited (nominated adviser) +44 (0)20 3328
5656
John Depasquale / Nick Naylor
Peterhouse Capital Limited (sole broker) +44 (0)20 7469 0930
Lucy Williams / Duncan Vase
Dear Shareholder,
Open Offer of up to 5,332,221,134 Open Offer Shares at 0.0125
pence per new Ordinary Share, proposed sale of the Company's
operating subsidiary and Notice of General Meeting
1. Introduction
At a general meeting of the Company held on 5 April 2019, the
resolution seeking approval to dis-apply pre-emptive rights for the
issue of new Ordinary Shares was rejected by Shareholders. The
result of this was that the Conditional Placing for GBP200,000
announced on 19 March 2019, was cancelled.
The failure of the completion of the Conditional Placing has
meant that the Board has had to consider the viability of the
Company going forward. The Board believes that whilst the current
cash position is enough to meet the Company's immediate cash
requirements, it is not enough to deliver on the new strategy.
Consequently, on 16 April 2019, the Company announced that it
would need to raise further funds and that such a fundraise, if
concluded, may be at a material discount to the prevailing market
price.
The Company is therefore undertaking an Open Offer at an issue
price of 0.0125 pence per Open Offer Share to raise additional
capital which will allow Bould to pursue reverse takeover
opportunities which have the potential to revive the Company and
increase shareholder value. This is a material discount to the
Company's current share price, but equally represents a material
premium to the Company's cash per share.
Furthermore, the General Meeting is being convened for the
purpose of asking Shareholders to consider and, if thought fit, to
pass the resolutions to be proposed at the General Meeting,
granting the directors the authority to allot shares and dis-apply
pre-emption rights over a specific number of shares and giving the
Board the authority to dispose of PhotonStar Technology Limited.
Full details of these resolutions can be found in the Notice which
is contained in Part V of this document.
For the avoidance of doubt, further to the General Meeting dated
5 April 2019, the Company already has the authority to issue
5,332,221,134 Ordinary Shares as part of the Open Offer and will
not require any further approvals from Shareholders in order to
complete the Open Offer. Therefore, the Open Offer and the General
Meeting are not inter-conditional.
2. Strategy of the Company
Following shareholder approval to close down PhotonStar
Technology on 5 April 2019, the Company is now an AIM Rule 15 cash
shell and as such will be required to make an acquisition or
acquisitions which constitutes a reverse takeover under AIM Rule 14
(including seeking re-admission as an investing company (as defined
under the AIM Rules) on or before the date falling six months from
shareholder approval to close down PhotonStar Technology or be
re-admitted to trading on AIM as an investing company under the AIM
Rules (which requires the raising of at least GBP6 million of new
equity funding) failing which, the Company's New Ordinary Shares
would then be suspended from trading on AIM pursuant to AIM Rule
40. Admission to trading on AIM of the Company's shares would be
cancelled six months from the date of suspension should the reason
for the suspension not have been rectified. The Company's strategy
is to acquire a substantial business that is seeking an AIM quoted
platform. The Directors will be agnostic in relation to sector but
will focus on an acquisition that can create significant value for
shareholders in the form of capital growth and/or dividends. The
Company has already met with a number of promising potential
acquisition targets and whilst no guarantee can ever be made to the
execution of a successful reverse takeover, it is the Board's
intent to identify and execute a reverse takeover in prudent
haste.
As announced on 9 April 2019, I had intended to leave the Board
of Directors by the end of April 2019. The Board are in discussions
with a replacement Director and consequently I have agreed to
extend my tenure to allow this process to complete.
3. Use of proceeds
Assuming full take up under the Open Offer, the proceeds of the
Open Offer, will be approximately GBP660,000 (before expenses),
which will be used for further corporate overhead and to evaluate
potential reverse takeover propositions.
4. Details of the Open Offer
The Company is proposing to raise up to GBP660,000 (before
expenses) pursuant to the Open Offer. The proposed issue price of
0.0125 pence per Open Offer Share is a 0.0005 pence premium to the
Issue Price at which Placing Shares were offered pursuant to the
aborted Conditional Placing of for GBP200,000 announced on 19 March
2019.
The Directors recognise the importance of pre-emption rights to
Shareholders and consequently up to 5,332,221,134 Open Offer Shares
are being offered to each existing Shareholders by way of the Open
Offer. The Open Offer provides every Qualifying Shareholders with
an opportunity to participate in the Open Offer by subscribing for
their respective Basic Entitlements and Excess Entitlements.
Qualifying Shareholders may subscribe for Open Offer Shares in
proportion to their holding of Existing Ordinary Shares held on the
Record Date. Shareholders subscribing for their full entitlement
under the Open Offer may also request additional Open Offer Shares
as an Excess Entitlement, up to the total number of Open Offer
Shares available to Qualifying Shareholders under the Open Offer.
Shareholders are entitled to apply for shares in excess of their
pre-emption right and any shares left unallocated on the
pre-emption round will be offered to those shareholders expressing
their interest in the shares remaining
The Open Offer is conditional on the following:
i. admission of the Open Offer Shares to trading on AIM becoming
effective on or before 8.00 a.m. on 24 May 2019 (or such later date
and/or time as the Company may decide, being no later than 7 June
2019).
For the avoidance of doubt the Open Offer is not conditional
upon the General Meeting.
In the event that the Open Offer does not become unconditional
by 11.00 a.m. on 7 June 2019 the Open Offer will lapse and
application monies will be returned by post to the Applicant(s) at
the Applicant's risk and without interest, to the address set out
in the Application Form, within 14 days thereafter.
The Open Offer Shares will, when issued and fully paid, rank
pari passu in all respects with the Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of Admission.
Basic Entitlement
Subject to the fulfilment of the conditions set out below and in
Part IV of this document, Qualifying Shareholders are being given
the opportunity to subscribe for Open Offer Shares under the Open
Offer at the Issue Price, payable in full on application and free
of all expenses, pro rata to their existing shareholdings on the
following basis:
1 Open Offer Shares for every 1 Existing Ordinary Shares
held by Qualifying Shareholders and registered in their name at
the Record Date.
Open Offer Entitlements under the Open Offer will be rounded
down to the nearest whole number and any fractional entitlements to
Open Offer Shares will not be allocated and will be disregarded.
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 Basic
Entitlement.
Qualifying Shareholders are also being given the opportunity,
provided that they take up their Open Offer Entitlement in full, to
apply for Excess Shares through the Excess Application
Facility.
Shareholders who are not Qualifying Shareholders may not
participate in the Open Offer.
All Qualifying Shareholders who hold Existing Ordinary Shares on
the Record Date will receive an Open Offer Entitlement and may also
apply for Excess Shares pursuant to the Excess Application
Facility.
If you have sold or otherwise transferred all of your Ordinary
Shares after the ex-entitlement Date, you are not entitled to
participate in the Open Offer.
The Open Offer is not a rights issue. Qualifying CREST
Shareholders should note that, although the Open Offer Entitlements
will be admitted to CREST and be enabled for settlement,
applications in respect of entitlements under the Open Offer may
only be made by the Qualifying Shareholder originally entitled or
by a person entitled by virtue of a bona fide market claim raised
by Euroclear's Claims Processing Unit. Qualifying Non-CREST
Shareholders should note that the Application Form is not a
negotiable document and cannot be traded. Qualifying Shareholders
should be aware that under the Open Offer, unlike in a rights
issue, any Open Offer Shares not applied for will not be sold in
the market or placed for the benefit of Qualifying Shareholders who
do not apply under the Open Offer.
Application has been made for the Open Offer Entitlements of
Qualifying CREST Shareholders to be admitted to CREST. It is
expected that such Open Offer Entitlements will be admitted to
CREST on 3 May 2019. The Open Offer Entitlements will also be
enabled for settlement in CREST on 3 May 2019 to satisfy bona fide
market claims only. Applications through the CREST system may only
be made by the Qualifying CREST Shareholder originally entitled or
by a person entitled by virtue of a bona fide market claim.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part IV of this document and for
Qualifying Non-CREST Shareholders on the Application Form. To be
valid, Application Forms (duly completed) and payment in full for
the Open Offer Shares applied for must be received by 21 May 2019,
by no later than 11.00am on 21 May 2019.
Qualifying Non-CREST Shareholders will receive an Application
Form which sets out their maximum entitlement to Open Offer Shares
as shown by the number of Basic Entitlements allocated to them.
All Qualifying Shareholders who hold Ordinary Shares on the
Record Date will receive an Open Offer Entitlement and may apply
for additional Open Offer Shares pursuant to the Excess Application
Facility.
The Open Offer is restricted to Qualifying Shareholders in order
to enable the Company to benefit from exemptions from securities
law requirements in certain jurisdictions outside the United
Kingdom.
Excess Application Facility
The Excess Application Facility will enable Qualifying
Shareholders, provided that they take up their Basic Entitlements
in full, to apply for Excess Entitlements to the extent that if a
Qualifying Shareholder has taken up its Basic Entitlements in full
and applies for and is allocated the maximum Excess Entitlements it
will suffer no dilution as a result of the Open Offer. Qualifying
Non-CREST Shareholders who wish to apply to acquire more than their
Basic Entitlements should complete the relevant sections on the
Application Form. Qualifying CREST Shareholders will have Excess
Entitlements credited to their stock account in CREST and should
refer to paragraph 3(ii) of Part IV of this document for
information on how to apply for Excess Entitlements pursuant to the
Excess Application Facility. Applications for additional Open Offer
Shares through the Excess Application Facility will be satisfied
only and to the extent that corresponding applications by other
Qualifying Shareholders are not made or are made for less than
their Basic Entitlements and may be scaled back at the Company's
absolute discretion.
Once subscriptions by Qualifying Shareholders under their Basic
Entitlements have been satisfied, the Company shall, in its
absolute discretion, determine whether or not to meet any
applications for Excess Entitlements in full or in part and no
assurance can be given that applications by Qualifying Shareholders
under the Excess Application Facility will be met in full, in part
or at all. Applications will be made for the Basic Entitlements and
Excess Entitlements in respect of Qualifying CREST Shareholders to
be admitted to CREST. It is expected that Open Offer Shares issued
pursuant to subscriptions by Qualifying Shareholders exercising
their Basic Entitlements and Excess Entitlements will be admitted
to CREST at 8.00 a.m. on 24 May 2019. Such Open Offer Shares will
also be enabled for settlement in CREST on 24 May 2019.
Applications through the means of the CREST system may only be made
by the Qualifying Shareholder originally entitled or by a person
entitled by virtue of a bona fide market claim. Qualifying
Non-CREST Shareholders will receive an Application Form which sets
out their entitlement to Open Offer Shares as shown by the number
of Basic Entitlements allocated to them. Qualifying Non-CREST
Shareholders should note that the Application Form is not a
negotiable document and cannot be traded.
Qualifying CREST Shareholders will receive a credit to their
appropriate stock accounts in CREST in respect of their Basic
Entitlements and Excess Entitlements on 3 May 2019. Qualifying
CREST Shareholders should note that although the Basic Entitlements
and Excess Entitlements will be admitted to CREST and be enabled
for settlement, applications in respect of their Open Offer
Entitlements may only be made by the Qualifying Shareholder
originally entitled or by a person entitled by virtue of a bona
fide market claim. If applications are made for less than all of
the Open Offer Shares available, then the lower number of Open
Offer Shares will be issued and any outstanding Basic Entitlements
will lapse.
Further information on the Open Offer and the terms and
conditions on which it is made, including the procedure for
application and payment, are set out in Part IV of this document.
For Qualifying Non-CREST Shareholders, completed Application Forms,
accompanied by full payment, should be returned by post, or by hand
(during normal business hours only), Link Asset Services, Corporate
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU,
so as to arrive as soon as possible and in any event so as to be
received no later than 11.00am on 21 May 2019. For Qualifying CREST
Shareholders the relevant CREST instructions must have been settled
as explained in this document by no later than 11.00am a.m. on 21
May 2019
5. Action to be taken in respect of the Open Offer
If you are a Qualifying Non-CREST Shareholder you will be sent
an Application Form which gives details of your Basic Entitlement
(i.e. the number of Open Offer Shares available to you). If you
wish to apply for Open Offer Shares under the Open Offer, you
should complete the Application Form in accordance with the
procedure set out at paragraph 3(i) of Part IV of this document and
on the Application Form itself and post it, or return it by hand
(during normal business hours only), together with payment in full
in respect of the number of Open Offer Shares applied for to Link
Asset Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU, so as to arrive as soon as possible and in
any event so as to be received no later than 11.00 a.m. on 21 May
2019, having first read carefully Part IV of this document and the
contents of the Application Form.
If you are a Qualifying CREST Shareholder, no Application Form
will be sent to you. As a Qualifying CREST Shareholder you will
receive a credit to your appropriate stock account in CREST in
respect of your Basic Entitlement. You should refer to the
procedure set out at paragraph 2 and paragraph 3 (ii) of Part IV of
this document.
The latest time for applications to be received under the Open
Offer is 11.00 a.m. on 21 May 2019. The procedure for application
and payment depends on whether, at the time at which application
and payment is made, if you have an Application Form in respect of
your Basic Entitlement or your Basic Entitlement has been credited
to your stock account in CREST. The procedures for application and
payment are set out in Part IV of this document. Further details
also appear on the Application Form which has been sent to
Qualifying Shareholders. Qualifying CREST Shareholders who are
CREST sponsored members should refer to their CREST sponsors
regarding the action to be taken in connection with this document
and the Open Offer.
If you are in any doubt as to the procedure for acceptance,
please contact Link Asset Services on 0371 664 0321. Calls are
charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 am - 5.30 pm,
Monday to Friday excluding public holidays in England and Wales.
Please note that Link Asset Services cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes. The helpline is open between 9.00
a.m. to 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that Link Asset Services cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
If you are in any doubt as to the contents of this document
and/or the action you should take, you are recommended to seek your
own personal financial advice from an independent financial adviser
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are in the UK or, if you are outside the UK, from
an appropriately authorised independent financial adviser, without
delay.
Further to the general meeting dated 5 April 2019, the Company
already has the authority to issue 5,332,221,134 Ordinary Shares as
part of the Open Offer and will not require any further approvals
from Shareholders in order to complete the Open Offer. Therefore,
the Open Offer and the General Meeting, are not
inter-conditional.
6. Disposal and related- party transaction
As previously announced the Company currently has one trading
subsidiary, PhotonStar Technology Ltd ("PhotonStar Technology")
which is focused on retrofitting existing buildings with lighting,
environmental monitoring and cloud-based building management
services.
For the year ended 31 December 2017 Photonstar Technology had
revenue of GBP297,000. Loss before tax of GBP1,562,000 and gross
assets of GBP953,000.
On 13 March 2019, the Board announced that it had reviewed
PhotonStar Technology's current trading and believed it was
appropriate for this subsidiary to cease trading and for the
business to be closed down. Shareholders approved this at the
General Meeting on 5 April 2019.
The Company has since received an offer for GBP1.00 (one pound
sterling) for PhotonStar Technology from its Substantial
Shareholder Mr Antos Glogowski (the "Disposal").
Whilst noting the nominal amount of this offer, the Directors
believe that appointing an administrator will still cost the
Company several thousand pounds. Therefore, selling PhotonStar
Technology for a nominal sum is still a net benefit to the Company.
It is further noted that shareholder approval has already been
granted to wind the subsidiary down for no consideration.
This would constitute a related-party transaction pursuant to
Rule 13 of the AIM Rules for Companies. The Directors, having
consulted with Allenby Capital Limited, the Company's Nominated
Adviser, consider that terms of the Disposal are fair and
reasonable in so far as the Company's shareholders are
concerned.
The Disposal is conditional on the passing of Resolution 2.
7. Increase in authorised share capital
The Board has reflected on the matters set out above and has
noted the large number of shares which could potentially be taken
up under the Open Offer. Being mindful of Shareholders previous
rejection of a larger amount of authorised share capital, the
Directors believe that more flexibility to issue shares would be
beneficial. The Directors are therefore seeking authority to allot
Ordinary Shares for cash free of pre-emption rights, such
authorities being limited to the allotment of 1,759,632,974
Ordinary Shares (being 33 per cent. of the Company's current issued
share capital).
8. Dis-application of pre-emption rights and authority to allot shares
In order to enable the Company to implement its intended
strategy with minimal limitations, it is necessary for the
Directors to seek authority from Shareholders at the General
Meeting pursuant to the Companies Act to, inter alia, to issue
further shares for cash. The Directors may seek further funding for
the Company following the General Meeting, subject to any necessary
resolutions being approved by Shareholders.
Full details of the authorities the Directors are seeking at the
General Meeting are set out in the attached notice of General
Meeting.
9. Action to be taken
Action to be taken in respect of the Open Offer is set out in
paragraph 5 above and also in Part IV of this Document. If you are
a Qualifying Non-CREST Shareholder, an Application Form will be
posted for completion by Qualifying Shareholders who wish to
participate in the Open Offer. If you are a Qualifying CREST
Shareholder, no Application Form will be sent to you. As a
Qualifying CREST Shareholder you will receive a credit to your
appropriate stock account in CREST in respect of your Basic
Entitlement. You should refer to the procedure set out at paragraph
3(ii) of Part IV of this document.
10. Recommendation
The Directors consider that the Proposals are in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that Shareholders
vote in favour of the Resolutions to be proposed at the GM.
The Board intend to vote in favour of the Resolutions as they
intend to when it comes to their own holdings which represent a
total 73,659,661 Ordinary Shares, equivalent to 1.38 per cent. of
the issued Ordinary Shares. Moreover, the Company's largest
shareholder, Antos Glogowski holding 758,000,000 Ordinary Shares,
has signed an irrevocable agreement to vote in favour of the below
Resolutions.
The Board of Directors would like to extend their thanks to Mr
Glogowski for his continued support in their endeavours.
Yours faithfully
Jonathan Freeman
Chairman
OPEN OFFER STATISTICS
Issue Price per New Ordinary Share 0.0125 pence
Open Offer Basic Entitlement 1 Open Offer Shares
for every 1 Ordinary
Shares on the Record
Date
Number of Ordinary Shares in issue as at
the date of this Document1 5,332,221,134
Number of Ordinary Shares in issue as at
the Record Date 5,332,221,134
Maximum number of Open Offer Shares to be
issued pursuant to the Open Offer 5,332,221,134
Maximum Enlarged Ordinary Share Capital on up to
Admission 10,664,442,268
Gross proceeds of the Open Offer up to GBP660,000
Estimated cash proceeds of the Open Offer up to GBP600,000
receivable by the Company (net of expenses
and assuming full allocation)
Percentage of the Enlarged Ordinary Share 100 per cent.
Capital of the Company that the Open Offer
Shares will represent
ISIN - Open Offer Basic Entitlements GB00BJMXTW41
ISIN - Open Offer Excess Entitlements GB00BJMXV067
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2019
Record Date and time for entitlements under 6.00pm on 30 April
the Open Offer
Announcement of the Open Offer 7.00am on 1 May
Publication of this document and Application 2 May
Forms to Qualifying Shareholders
Ordinary Shares marked 'ex' entitlement 8.00am on 1 May
by the London Stock Exchange
Basic Entitlements and Excess Entitlements 3 May
credited to CREST accounts of Qualifying
CREST Shareholders
Recommended latest time and date for requesting 4.30pm on 13 May
withdrawal of Basic Entitlements and Excess
Entitlements from CREST
Latest time and date for depositing Basic 3.00pm on 14 May
Entitlements and Excess Entitlements into
CREST
Latest time and date for splitting Application 3.00pm on 15 May
Forms (to satisfy bona fide market claims
only)
11.30am 17 May 2019
Latest time and date for receipt of Forms
of Proxy
CREST voting instructions
Latest time and date for receipt of completed 11.00am on 21 May
Application Forms from Qualifying Shareholders
and payment in full under the Open Offer
or settlement of relevant CREST instructions
(as appropriate)
General Meeting 11.30am on 21 May
Expected date of Admission and commencement 8.00am on 24 May
of dealings of Open Offer Shares
Expected date for CREST accounts to be credited 8.00am on 24 May
with Open Offer Shares
Share certificates in relation to Open Offer By 30 May
Shares (where applicable) dispatched by
Save for the date of publication of this document, each of
the times and dates above are subject to change. Any such change,
including any consequential change in the Open Offer Statistics
above, will be notified to Shareholders by an announcement
on a Regulatory Information Service. All times are London times
and each of the times is subject to change.
DEFINITIONS
The following words and expressions shall have the following
meanings in the document, unless the context otherwise
requires:
"Act" the UK Companies Act 2006, as amended;
"Admission" admission of the Open Offer Shares (to
the extent subscribed for pursuant to
the Open Offer) to trading on AIM becoming
effective in accordance with the AIM Rules;
"AIM" the market of that name operated by the
London Stock Exchange;
"AIM Rules" the AIM Rules for Companies and the AIM
Rules for Nominated Advisers;
"AIM Rules for Companies" the rules which set out the obligations
and responsibilities in relation to companies
whose shares are admitted to trading on
AIM as published by the London Stock Exchange
from time to time;
"AIM Rules for Nominated the Rules which set out the eligibility,
Advisers" obligations and certain disciplinary matters
in relation to nominated advisers as published
by the London Stock Exchange from time
to time;
"Applicant" a Qualifying Shareholder or a person entitled
by virtue of a bona fide market claim
who lodges an Application Form under the
Open Offer;
"Application Form" the application form to be used by Qualifying
Non-CREST Shareholders in connection with
the Open Offer;
"Articles" the articles of association of the Company
for the time being;
"Basic Entitlement(s)" the entitlement to subscribe for Open
Offer Shares, allocated to a Qualifying
Shareholder pursuant to the Open Offer
as described in Part IV of this document;
"Board" or "Directors" the current directors of the Company,
whose names are set out on page 7 of this
document;
"Business Day" any day which is not a Saturday, Sunday
or a public holiday in the UK;
"certificated" or "in not in uncertificated form (that is, not
certificated form" in CREST);
"Company" or "Bould" Bould Opportunities Plc, a company registered
in England and Wales with registered number
06133765;
"CREST" the computerised settlement system to
facilitate the transfer of title of shares
in uncertificated form operated by Euroclear
UK & Ireland Limited;
"CREST Manual" the compendium of documents entitled CREST
Manual issued by Euroclear from time to
time and comprising the CREST Reference
Manual, the CREST Central Counterparty
Service Manual, the CREST International
Manual, CREST Rules, CCSS Operations Manual
and the CREST Glossary of Terms;
"CREST Member" a person who has been admitted to Euroclear
as a member (as defined in the CREST Order);
"CREST Order" the Companies (Uncertificated Securities)
(Jersey) Order 1999 (as amended);
"CREST Participant" a person who is, in relation to CREST,
a participant (as defined in the CREST
Order);
"CREST Payment" shall have the meaning given in the CREST
Manual issued by Euroclear;
"CREST Sponsor(s)" a CREST Participant admitted to CREST
as a CREST sponsor;
"CREST Sponsored member(s)" a CREST Member admitted to CREST as a
sponsored member (which includes all CREST
Personal Members);
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended;
"Enlarged Ordinary the Ordinary Shares of the Company in
Share Capital" issue upon Admission following completion
of Open Offer (assuming full take-up of
the Open Offer);
"EU" the European Union;
"Excess Application the arrangement pursuant to which Qualifying
Facility" Shareholders may apply for any number
of Open Offer Shares in excess of their
Open Offer Entitlement provided that they
have agreed to take up their Open Offer
Entitlement in full
"Existing Ordinary The existing Ordinary Shares of the Company
Shares" as at close of business on the Record
Date;
"Financial Conduct the United Kingdom Financial Conduct Authority;
Authority" or "FCA"
"FSMA" the Financial Services and Markets Act
2000, as amended;
"General Meeting" the general meeting of the Company to
be held on 21 May 2019
"HMRC" Her Majesty's Revenue & Customs;
"IFRS" International Financial Reporting Standards
as adopted by the
European Union;
"ISIN" international security identification
number;
"Link Asset Services" A trading name of Link Market Services
Limited
"Issue Price" 0.0125 pence per New Ordinary Share;
"Official List" the list maintained by the UKLA in accordance
with section 74(1) of FSMA for the purposes
of Part VI of FSMA;
"Open Offer" the offer to Qualifying Shareholders to
subscribe for Open Offer Shares at the
Issue Price, as described in this document;
"Open Offer Entitlements" the entitlement of Qualifying Shareholders
to subscribe for the Open Offer Shares
at the Issue Price allocated to Qualifying
Shareholders at the Record Date pursuant
to the Open Offer;
"Open Offer Shares" up to 5,332,221,134 new Ordinary Shares
which are being offered to Qualifying
Shareholders pursuant to the Open Offer;
"Ordinary Shares" ordinary shares of 0.01p each in the issued
share capital of the Company from time
to time;
"Overseas Shareholders" Shareholders resident in, or citizens
of, jurisdictions outside the United Kingdom;
"Peterhouse" Peterhouse Capital Limited, the Company's
Sole broker;
"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing
Ordinary Shares on the register of members
of the Company on the Record Date are
held in uncertificated form;
"Qualifying Non-CREST Qualifying Shareholders whose Existing
Shareholders" Ordinary Shares on the register of members
of the Company on the Record Date are
held in certificated form;
"Qualifying Shareholders" holders of Existing Ordinary Shares on
the Record Date (other than Shareholders
resident in or citizens of any Restricted
Jurisdiction);
"Receiving Agent" Link Asset Services24
"Record Date" close of business on 30 April 2019;
"Regulation S" Regulation S of the Securities Act;
"Resolutions" the resolutions to be proposed to shareholders
as part of the General Meeting
"Restricted Jurisdiction" any U.S. person (as defined in Regulation
S) or any address in the U.S., Canada,
Australia, the Republic of South Africa,
New Zealand, Japan or any other country
outside of the United Kingdom where a
distribution may lead to a breach of any
applicable legal or regulatory requirements;
"Securities Act" the U.S. Securities Act of 1933, as amended;
"Shareholders" the persons who are registered as holders
of Ordinary Shares;
"Sterling" or "GBP" the legal currency of the UK;
"TIDM" tradable instrument display mnemonic;
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"UKLA" the United Kingdom Listing Authority,
being the FCA acting in its capacity as
the competent authority for the purposes
of Part VI of FSMA;
"Uncertificated" or a share or other security recorded on
"in the relevant register of the relevant
Uncertificated Form" company concerned as being held in uncertificated
form in CREST and title to which, by virtue
of the CREST Regulations, may be transferred
by means of CREST;
"U.S." or "US" the United States of America, its territories
and possessions, any state of the United
"USE" States of America and the District of
Columbia;
Unmatched Stock Event
"VAT" Value Added Tax;
All references in this Document to "GBP" or "pence" are to the
lawful currency of the UK.
All references in this Document to "$" or "cents" are to the
lawful currency of the United States of America.
All references to legislation in this Document are to English
legislation unless the contrary is indicated.
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that the General Meeting of Bould
Opportunities Plc (the "Company") will be held at Peterhouse
Capital Limited, 3rd Floor, New Liverpool House, 15 Eldon Street,
London, EC2M 7LA, at 11.30am on 21 May 2019 for the purpose of
considering and, if thought fit, passing the following resolutions
of the Company as set out below:
ORDINARY RESOLUTIONS
By order of the Board of Directors
1. THAT the directors of the Company be generally and
unconditionally authorised, under and in accordance with section
551 of the Companies Act 2006 ('the Act') to exercise all the
powers of the Company to allot shares in the Company or grant
rights to subscribe for or convert any security into shares in the
Company ('relevant securities') up to an aggregate amount of
1,759,632,974 shares, provided that this authority shall expire
(unless previously renewed, varied or revoked by the Company in
general meeting) on the earlier of 21 May 2020 or the conclusion of
the Company's Annual General Meeting in 2020, save that the Company
may before such expiry make an offer or agreement which would or
might require relevant securities to be allotted after such expiry
and the directors of the Company may allot relevant securities
under such offer or agreement as if the authority conferred by this
resolution had not expired and provided further that this authority
shall be in substitution for, and to the exclusion of, any existing
authority conferred upon the directors.
2. THAT the Disposal be approved.
SPECIAL RESOLUTIONS
3. THAT, subject to and conditional upon the passing of
Resolution one above, the directors of the Company be empowered
under section 570 of the Companies Act 2006 ('the Act') to allot
equity securities (within the meaning of section 560 of the Act)
for cash and/or to sell or transfer shares held by the Company in
treasury (as the directors shall deem appropriate) under the
authority conferred on them under section 551 of the Act by
Resolution 2 above as if section 561(1) of the Act did not apply to
any such allotment provided that this power shall be limited
to:
(a) the allotment of equity securities in connection with any
rights issue or other pro-rata offer in favour of the holders of
ordinary shares in the Company where the equity securities
respectively attributable to the interests of all such holders of
shares are proportionate (as nearly as may be) to the respective
numbers of shares held by them, provided that the directors of the
Company may make such arrangements in respect of overseas holders
of shares and/or to deal with fractional entitlements as they
consider necessary or convenient; and
(b) the allotment (otherwise than under sub-paragraph (i) above)
of equity securities and/or the sale or transfer of shares held by
the Company in treasury (as the directors shall deem appropriate)
up to an aggregate amount of 1,759,632,974 shares
and this authority shall expire on the earlier of 21 May 2020 or
the conclusion of the Company's Annual General Meeting in 2020
provided that the Company may before such expiry make offers or
agreements which would or might require equity securities to be
allotted after such expiry and the directors of the Company may
allot equity securities under such offers or agreements as if the
power conferred by this resolution had not expired and provided
further that this authority shall be in substitution for, and to
the exclusion of, any existing authority conferred on the
directors.
END
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END
MSCEANLEDSLNEFF
(END) Dow Jones Newswires
May 01, 2019 02:00 ET (06:00 GMT)
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