Result of Meeting and Directorate Change

RNS Number : 5245R

Chamberlin PLC

08 March 2021

 

8 March 2021

Chamberlin plc

(the "Company" or the "Group")

  Result of General Meeting, Issue of Equity, Directorate Change and Corporate Update

Chamberlin plc (AIM: CMH.L), the specialist castings and engineering group , is pleased to announce the following updates:

Result of General Meeting, Issue of Equity and Total Voting Rights

All resolutions put to shareholders at the Company's General Meeting held earlier today, were duly passed on a poll. The poll results were as follows:

Resolution	For	%	Against	%	Withheld
1	3,769,484	99.34	25,005	0.66	542
2	3,769,484	99.34	25,005	0.66	542
3	3,769,174	99.33	25,315	0.67	542
4	3,769,484	99.34	25,005	0.66	542

Note: A vote "Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" shown.

As detailed in the circular issued by the Company on 19 February 2021 (the "Circular"), following completion of the Share Capital Reorganisation, each Existing Ordinary Share of 25p has been sub-divided into one Ordinary Share of 0.1 pence and one Deferred Share of 24.9 pence.

In addition, the Company announced that it had received on 19 February 2021, new funding of £200,000 from Mr Trevor Brown by way of an unsecured convertible loan note instrument to help support the short-term working capital requirements of the Company, resulting in Trevor Brown being issued with £200,000 Notes. Following the passing of the Resolutions, the Notes have automatically converted into 3,333,333 New Ordinary Shares (at a Conversion Price of 6.0 pence per New Ordinary Share) and following Admission, Trevor Brown will hold 3,333,333 Ordinary Shares representing 29.52 per cent. of the Company's issued share capital.

Application has been made for the New Ordinary Shares of 0.1p each to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on 9 March 2021. For the avoidance of doubt, the current suspension of trading of the Existing Ordinary Shares on AIM will not be lifted by the London Stock Exchange as a result of Admission.

Following Admission, the total number of Ordinary Shares of 0.1p each in the capital of the Company in issue will be 11,291,459 with each Ordinary Share carrying the right to one vote.  There are no ordinary shares held in treasury and therefore the total number of voting rights in the Company is 11,291,459. The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Directorate Change

Further to the announcement dated 19 February 2021, the Board is pleased to announce the appointment of Trevor Brown as a non-executive director with immediate effect.

Trevor Brown has been a strategic investor in real estate and equities for more than 30 years. Trevor Brown has worked as a director in a number of businesses over many years and is currently CEO of IQ-AI Limited, CEO of Braveheart Investment Group plc and a non-executive director of Remote Monitored Systems plc. He was previously a director of Feedback plc, Management Resource Solutions plc and Advanced Oncotherapy plc.

Trevor Edward Brown, aged 74, currently holds or has held the following directorships and partnerships in the last five years:

Current directorships/partnerships	Past directorships/partnerships
Braveheart Investment Group plc	Braveheart Nominees Ltd
Braveheart Academic Seed Funding GP Ltd	Caledonia LP Ltd
Caledonia Portfolio Realisations Ltd	Feedback plc
Free Association Books Limited	Management Resource Solutions plc (in liquidation)
Free Publishing Ltd	Peterhouse Capital Limited
IQ-AI Ltd	Prostate Checker Ltd
Kirkstall Ltd	Remote Monitored Systems plc
Paraytec Ltd	Strat Aero International Limited
Ridings Holdings Ltd	Strathclyde Innovation Fund GP Ltd
Stone Checker Software Ltd
The Ridings Early Growth Investment Company Ltd

There are no further disclosures to be made pursuant to Schedule 2 paragraph (g) of the AIM Rules.

Corporate Update

As previously reported, the Board has been rigorously investigating the possibility of new equity capital and alternative measures to ensure the Company's future. After evaluating all current options with its advisers, the Board was of the opinion that the initial funding by Trevor Brown under the Notes represented the best short-term opportunity. Given Trevor Brown's experience, the Board believe his appointment as a non-executive director will be significantly beneficial and help maximise the ability to exploit all other avenues of funding which might be available to the Group.

The Board continues to explore all other funding possibilities, which if secured, the Board believes  will demonstrate to the Company's auditor (and creditors, including HSBC), that the Company is able to continue to trade on a going concern basis in order to be able to publish and file its annual audited accounts for the year end 31 March 2020, publish its interim results for the six months ended 30 September 2020 and apply for the suspension of trading of the Existing Ordinary Shares on AIM to be lifted by the London Stock Exchange.

Further announcements will be made, as appropriate.

Terms defined in the Circular dated 19 February 2021 apply throughout this announcement, unless the context requires otherwise.

Enquiries:

Chamberlin plc Kevin Nolan, Chief Executive Neil Davies, Finance Director		T: 01922 707100
Cenkos Securities plc (Nominated Adviser and Broker) Russell Cook Katy Birkin		T: 020 7397 8900

 

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