Posting of Account, Circular and Notices of Mee...

8 June 2016

Energiser Investments plc

 (“Energiser” or the “Company”)

Posting of Accounts, Circular and Notices of Meetings

The Company announces that it has posted its Annual Report and Accounts for the year ended 31 December 2015, together with a circular (“Circular”) and notices of its annual general meeting ("AGM") and a general meeting (“GM”) to all shareholders.

The Company's AGM and GM will be held at 11.00 a.m. and 11.15 a.m. respectively on 30 June 2016 at Decimal Place, Chiltern Avenue, Amersham, Buckinghamshire, HP6 5FG.

The documents will shortly be available on the Company’s website and an extract of the circular appears below.

For further information, please visit http://www.energiserinvestments.co.uk/ or contact:

Energiser Investments plc Nishith Malde	[phone]
Cairn Financial Advisers LLP Jo Turner / Sandy Jamieson	[phone]

Extract of the Circular

Proposed issue of new shares by way of capitalisation of indebtedness, grant of New Share Options,

and

Notice of Annual General Meeting and General Meeting

Dear Shareholder,

1.Introduction

Over the last couple of years the UK housing market has shown a continued recovery and our property investments have continued to perform. Our residential property investment remains at near 100 per cent. occupancy and our mezzanine funding initiative is drawing to a close with our investment soon to be realised. The development at Kingswood Park, Surrey has three remaining units and two of those three units are already reserved, with legal completion expected to occur in the near future.

In order for the Group to continue to grow and take advantage of the strength in the UK real estate sector, we are proposing to restructure the Group’s balance sheet to better position the Company to raise funds to make further investments in furtherance of its two key performance indicators (“KPIs”) of return on project investment and the net assets position of the Group (including net assets per share).

In support of this action, I am pleased to have recently welcomed Dominic White to the Board. Dominic adds investment experience to the Board’s considerable experience in the real estate market. We believe that his addition to the Board combined with favourable market conditions and the proposed restructuring will allow the Group to progress in driving its targeted KPIs at an improved pace.

I am, therefore, writing to you to outline the proposed balance sheet restructuring and related proposals and to seek Shareholders’ consent for the resolutions which will be required to equip the Board with the tools it needs to increase its investing activities. The Resolutions, which will be proposed at a general meeting to be convened immediately following the Company’s annual general meeting, include resolutions for the approval of the capitalisation of indebtedness of the Company owed to Highlands Village Limited, the grant of authorities to issue new shares sufficient for that capitalisation and to enable the raising of funds in the short to medium term and the approval of the grant of options to your Directors to incentivise them in driving growth and further align their interests with those of the Shareholders.

Notices of the Annual General Meeting and the General Meeting are set out at the end of this document.  Details of the resolutions to be proposed at those meetings are set out later in this letter.

2.Capitalisation of indebtedness

In 2008, HVL, a private Company in which Nishith Malde and I are directors and shareholders, made an interest bearing loan of £281,000 to the Company to provide working capital. The loan is unsecured and repayable on demand. As at the date of this letter, the amount of accrued interest on the HVL Loan is approximately £95,000.

The Group’s long-term strategy is to increase its investing activity and, in the last year, the Group has demonstrated it can source and manage profitable investments. The HVL Loan represents a significant ongoing liability on the Company’s balance sheet and its elimination will better position the Company to raise additional investment funding.

The Company therefore proposes to enter into an agreement with HVL under which HVL will agree to capitalise the majority of the amounts owed to it by the Company by accepting 17,375,000 new Ordinary Shares of the Company in satisfaction of the liability of the Company to repay the whole of the principal amount of the HVL Loan, being £281,000, and £66,500 of the interest accrued on that loan. The balance of the unpaid interest on the HVL Loan, amounting to approximately £28,500 will be paid to HVL in cash.

Nishith Malde and I beneficially own 8.4 per cent. and 33.2 per cent., respectively, of HVL’s issued share capital (amounting to in excess of 30 per cent. of its share capital on an aggregated basis) and are the directors of that company. The Capitalisation will therefore comprise a related party transaction pursuant to AIM Rule 13 and, accordingly, this document includes, at paragraph, 4 below, the required fair and reasonable opinion from Dominic White as the independent Director on the Board.

The Conversion Shares will be credited as fully paid up in the sum of 2 pence per share and will rank equally with the Existing Ordinary Shares.

The Capitalisation is conditional upon the passing of the Capitalisation Resolution and the Resolutions numbered 3 and 4 in the Notice of General Meeting (being, respectively a resolution to authorise the Directors to issue shares of the Company and a resolution to disapply statutory pre-emption rights in respect of such issues). Subject to those Resolutions being passed, it is proposed that the Conversion Shares will be issued in certificated form and admitted to trading on AIM on or around 6 July 2016.

3.Cancellation and Grant of Options

The Company currently has outstanding options to subscribe for 1,600,000 Ordinary Shares at an exercise price of 20 pence per share granted under the terms of the Existing Share Scheme. The options will expire on 23 March 2017. Further details of the Existing Share Scheme are set out below.

In recognition of the fact that neither Nishith Malde nor I have received any remuneration for our services to the Company for a number of years and to further align our interests with those of the Shareholders of the Company, it is proposed, subject to the passing of the Share Option Resolution, that we be granted further options to subscribe for 3,050,000 Ordinary Shares each representing, in aggregate, approximately 10 per cent. of the issue share capital of the Company following the Capitalisation. The exercise price for the New Share Options will be fixed at the time of issue but will not be less than the average of the closing middle market quotations of an Ordinary Share for the three dealing days prior to the date of grant. It is further proposed that on or prior to the date of grant to Nishith Malde of New Share Options, Nishith Malde will surrender the option to subscribe for 700,000 Ordinary Shares at an exercise price of 20 pence per share which he currently holds under the Existing Share Scheme. I do not currently have any share options.

Following the grant of the New Share Options and the Cancellation, the Company will have outstanding options over 7,000,000 new Ordinary Shares, representing 11.44 per cent. of its issued share capital, as enlarged by the issue of the Conversion Shares.

The Existing Share Scheme is an unapproved employee share option scheme designed to enable the Company to grant options to employees and executive directors of the Group from time to time over Ordinary Shares representing, in aggregate, up to 20 per cent. of the issued share capital of the Company at the time of grant. Options granted under this scheme are exercisable between the third and tenth anniversaries of the date of grant. The options may only be exercised by optionholders while they are still employees or executive directors of the Group. If death in service occurs, the options can be exercised (to the extent that they have vested) by the optionholder’s personal representatives for a period of 12 months following the date of death. If an optionholder ceases to be employed and the Directors deem the optionholder to be a ‘Good Leaver’ the options can be exercised (to the extent that they have vested) for a period of six months following the date of cessation of employment.

It is intended that the New Share Options will be granted, in part, under the Existing Share Scheme (which may require amendment to enable me to participate in it) and, in part, under one or more new share option plans to be adopted by the Company, which may include an HMRC approved share option plan.

The granting of the New Share Options to Nishith Malde and myself will comprise a related party transaction pursuant to AIM Rule 13 and, accordingly, this document includes, at paragraph 4 below, the required fair and reasonable opinion from Dominic White as the independent Director on the Board.

The grant of the New Share Options is conditional upon the passing of the Share Option Resolution and the Resolutions numbered 3 and 4 in the Notice of General Meeting. Subject to those Resolutions being passed, it is proposed that the Directors will seek further advice as to the scheme or schemes under which the New Share Options will be issued (and as to any amendments which may be required to be made to the Existing Share Scheme) with a view to the New Share Options being granted at the earliest practicable opportunity following the passing of the relevant Resolutions.

4.Related Party Opinion

As detailed above, the Capitalisation and grant of the New Share Options comprise Related Party Transactions pursuant to Rule 13 of the AIM Rules.

In respect of the Capitalisation and the grant of New Share Options, Dominic White is an independent Director and has consulted accordingly with Cairn.  In both cases, Nishith Malde and I are not independent.

With the exception of Nishith Malde and me, Dominic White, the independent Director, considers, having consulted with Cairn, its nominated adviser, that the terms of the transactions are fair and reasonable insofar as its Shareholders are concerned.

5.Annual General Meeting and General Meeting

Notices convening the Annual General Meeting and the General Meeting of the Company, which are to be held at Decimal Place, Chiltern Avenue, Amersham, Buckinghamshire, HP6 5FG, or any adjournment thereof, at 11.00 a.m. and 11.15 a.m.  respectively on 30 June 2016 are set out at the end of this document. The business to be considered at each meeting is set out in the relevant notice.  Explanatory notes relating to each Resolution are set out below.

Annual General Meeting

At the Annual General Meeting, ordinary resolutions will be proposed to receive and adopt the Company’s annual accounts for the year ended 31 December 2015, to reappoint UHY Hacker Young as auditors, to reappoint Dominic White to the Board (Dominic was appointed by a resolution of the Directors and is therefore required to retire and offer himself for re-election at the Annual General Meeting) and to reappoint Nishith Malde to the Board under the retirement by rotation provisions contained in the Company’s articles of association.  In view of the proposed Capitalisation and the proposals relating to the grant of New Share Options, the Resolutions for the granting of authorities to issue Ordinary Shares and for the disapplication of the statutory pre-emption rights on issues of shares for cash, which would ordinarily appear in the Notice of Annual General Meeting, will be proposed at the General Meeting and are set out in the notice convening that meeting.

General Meeting

At the General Meeting, Resolutions will be proposed:

1. to approve the Capitalisation;
2. to approve the grant of the New Share Options;
3. to grant authority to the Directors to exercise all the powers of the Company to allot, grant options over, offer or otherwise deal with or dispose of any relevant securities (as defined in Section 560 of the Act) of the Company up to a maximum aggregate nominal amount of £120,000;
4. to empower the Directors, pursuant to Section 571 of the Act, to allot equity securities (within the meaning of Section 560 of the Act) for cash without the requirement for such securities to first be offered to existing Shareholders on a pre-emptive basis; and
5. to authorise the Company to make on-market purchases of Ordinary Shares having an aggregate nominal value of up to £4,378.80 at prices not exceeding 105 per cent. of the average mid-market price of an Ordinary Share, for five Business Days prior to the day on which the Company agrees to purchase the Ordinary Shares.

Authorities to issue securities up to a maximum aggregate nominal value of £120,000 are being sought so as to enable the issue of the Conversion Shares and the grant of the New Share Options and to provide the Company with flexibility to raise funds through equity issues in the medium term should the Directors consider this to be appropriate.

6.Action to be taken by Shareholders in respect of the General Meeting

Shareholders will find enclosed with this document a white form of proxy for use at the Annual General Meeting and a pink form of proxy for use at the General Meeting. Whether or not you propose to attend either or both the Annual General Meeting or General Meeting in person, you are strongly encouraged to complete, sign and return both forms of proxy in accordance with the instructions printed on them as soon as possible, but in any event so as to be received, by post or, during normal business hours only, by hand, by 11.00 a.m. on 28 June 2016 in the case of the Annual General Meeting and by 11.15 a.m. on 28 June 2016 in the case of the General Meeting (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a working day)).

The appointment of proxies or the giving of any instruction by the CREST system will not be accepted for the purposes of the Annual General Meeting or General Meeting.

Appointing a proxy in accordance with the instructions set out above will enable your vote to be counted at the Annual General Meeting and/or the General Meeting (as the case may be) if you are unable to attend. The completion and return of the forms of proxy will not prevent you from attending and voting in person at the Annual General Meeting or General Meeting, or any adjournment either, should you wish to do so.

7.Recommendation

The Directors (excluding, in the case of the Capitalisation Resolution and the Share Option Resolution, myself and Nishith Malde who are the Related Parties in respect of those Resolutions and have therefore excluded ourselves from the consideration and recommendation of those Resolutions) believe that the resolutions to be proposed at the Annual General Meeting and General Meeting are in the best interests of the Company and Shareholders as a whole and recommend that you vote in favour of them as they intend to do (or procure to be done) in respect of their own beneficial holdings totalling 29,494,501 Ordinary Shares, representing approximately 67.36 per cent. of the Existing Ordinary Shares. 

Yours faithfully

Stephen Wicks

Non-executive Chairman

DEFINITIONS

The following definitions apply throughout this document (including the Notice of Annual General Meeting and General Meeting) and the forms of proxy unless the context requires otherwise:

“Act”	the Companies Act 2006
“Admission”	admission of the Conversion Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
“AIM Rules”	the AIM Rules for Companies published by the London Stock Exchange
“AIM”	the AIM market of the London Stock Exchange
“Annual General Meeting” or “AGM”	the annual general meeting of the Company to be held at 11.00 a.m. on 30 June 2016 at Decimal Place, Chiltern Avenue, Amersham, Buckinghamshire, HP6 5FG or any adjournment thereof, notice of which is set out in the Notice of Annual General Meeting
“Business Day”	any day on which banks are generally open in England and Wales for the transaction of business, other than a Saturday, Sunday or public holiday
“Cairn”	Cairn Financial Advisers LLP, the Company’s Nominated adviser and broker as at the date of this document
“Cancellation”	the proposed cancellation of the existing options to subscribe for 700,000 Ordinary Shares granted to Nishith Malde under the Existing Share Scheme
“Capitalisation”	the issue by the Company to HVL of the Conversion Shares in satisfaction of the Capitalisation Debt
“Capitalisation Debt”	the sum of £347,500 owed by the Company to Highlands Village Limited in respect of the HVL Loan, comprising £281,000 of principal (being the whole of the principal amount of the HVL Loan) and £66,500 being part of the interest included within the HVL Loan)
“Capitalisation Price”	the issue price for the Conversion Shares, being 2p per Conversion Share
“Capitalisation Resolution”	The Resolution numbered 1 in the Notice of General Meeting
“Conversion Shares”	the 17,375,000 new Ordinary Shares to be issued in satisfaction of the Capitalisation Debt
“CREST”	a relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
“CREST Regulations”	the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from time to time
“Directors” or “Board”	the existing directors of the Company whose names are set out on page 4 of  this document
“Euroclear”	Euroclear UK & Ireland Limited
“Existing Ordinary Shares”	the 43,787,956 Ordinary Shares in issue at the date of this document
“Existing Share Scheme”	the unapproved share option scheme currently operated by the Company
“General Meeting”	a general meeting of the Company to be held at 11.15 a.m.  on 30 June 2016 at Decimal Place, Chiltern Avenue, Amersham, Buckinghamshire, HP6 5FG or any adjournment thereof, notice of which is set out in the Notice of General Meeting
“Group”	the Company and its subsidiary undertakings
“HVL”	Highlands Village Limited, a private company limited by shares and registered in England and Wales with number 02809508
“HVL Loan”	the sum of £281,000 loaned by HVL to the Company in 2008 together with all interest accrued thereon, amounting to approximately £376,000 at the date of this document
“New Share Options”	the proposed options to subscribe for up to 6,100,000 Ordinary Shares which may be granted under the authority conferred by the Share Option Resolution
“Notice of General Meeting”	the notice convening the General Meeting which is set out at the end of this document
“Ordinary Shares”	ordinary shares of £0.001 each in the share capital of the Company
“Regulatory Information Service”	the regulatory information services approved by the London Stock Exchange for the distribution of AIM announcements
“Resolutions”	the resolutions to be proposed at the General Meeting, details of which are set out in the Notice of General Meeting
“Shareholder”	a holder of Ordinary Shares from time to time
“Share Option Resolution”	the Resolution numbered 2 in the Notice of General Meeting
“United States”  or “US”	United States of America and its territories