Change of Investing Policy and Placing

RNS Number : 8313O

Energiser Investments PLC

03 June 2020

 

3 June 2020

Energiser Investments plc

("Energiser" or the "Company")

Proposed Amendment to Investing Policy, Appointment of New Directors, Proposed Placing, Change of Company Name and Notice of Annual General Meeting

Energiser Investments plc ("Energiser" or the "Company") is pleased to announce that a Notice of Annual General Meeting ("AGM"), including details of the proposed amendment to its investing policy, appointment of new directors and change of company name and accompanying proxy form for use by shareholders, is expected to be dispatched by post to shareholders on 5 June and will be available thereafter on the Company's website. 

Background to and reasons for the proposed changes to investing policy

The Directors have over the past 18 months reduced the number of investments such that it only holds one investment, a significant shareholding in KCR REIT plc ("KCR"), comprising 2,435,710 ordinary shares (representing 8.83% of the issued share capital of KCR) and which are traded on AIM.  The Directors believe that following the COVID-19 worldwide pandemic the short term prospects for real estate in the UK may be affected by adverse market sentiment. Therefore they consider that it would be appropriate to change the strategic direction of the Company and to bring in new management with the relevant expertise to implement a new investing policy.

It is proposed the Company's new investing policy will be to invest principally but not exclusively in the technology sector within Europe. The Directors consider the technology sector offers considerable growth potential for the foreseeable future.

In order to implement the new investing policy it is proposed that Stephen Wicks and John Depasquale will resign as directors and that Simon Bennett, Angus Forrest and John Wakefield will be appointed as directors and join Nish Malde on the Board. Further details regarding the new appointees are set out in the section Proposed New Directors below.

The Directors believe there are opportunities to invest in and acquire established businesses which own good technology and have quality customers but which could better exploit their assets and accelerate their growth with the injection of experienced management and new funds. The Proposed Directors have already identified a number of prospective target investments.

In order to facilitate the implementation of the New Investing Policy the Company has undertaken a placing, conditional on the change in investing policy being approved, to raise approximately £650,000 before expenses. Further details of the Placing are set out below.

Proposed New Investing Policy

It is proposed that the Company's New Investing Policy will be to invest principally, but not exclusively, in the technology sector within Europe. Although the Company intends the main focus of the investing policy to be on technology businesses, this will not preclude the Company from considering investment in suitable projects in other sectors or geographies where the Directors believe that there are high-growth opportunities.

The Directors believe that the Company can invest in and acquire technology businesses, improve them by a combination of new management and investment and realise the value created, part of which will be used for distributing returns to shareholders. The Company may be either an active investor and acquire a controlling interest in companies or it may acquire non-controlling shareholdings.

The Company will seek investment opportunities which can be developed through the introduction of skills and investment of capital, possibly where part of or all of the consideration might 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 characteristics, namely:

· a majority of their revenue derived from technology or the use of technology which the Directors believe is strongly positioned to benefit from market growth;

· a trading history which reflects past profitability and potential for significant capital growth; and

· where all or part of the consideration might be satisfied by the issue of n ew ordinary shares or other securities in the Company.

The Company will identify and assess potential investment targets. Where further investigation is merited, the Company intends to carry out a comprehensive review process in which all material aspects of any potential investment will be subject to due diligence and will appoint appropriately qualified advisers to assist where necessary.

The Company's financial resources may be invested in a small number of projects or investments or potentially in just one investment, which may be deemed to be a reverse takeover of the Company under the AIM Rules. Any transaction constituting a reverse takeover under the AIM Rules would require Shareholders' approval.

The Company's investments may take the form of equity, debt or convertible instruments. Investments may be made in all types of assets falling within the remit of the New Investing Policy and there will be no investment restrictions. Proposed investments may be made in either quoted or unquoted companies and structured as a direct acquisition, joint venture or as an interest in a project.  The Directors may consider it appropriate to take an equity interest in any proposed investment, which may range from a minority position to 100 per cent ownership. The Company may be either an active investor or passive investor.

It is anticipated that the main driver of success for the Company will be the expertise that can be provided by the Directors to the management of the potential investee companies and the value creation that an appropriately experienced new team is capable of realising. Where the Company is an active investor, it may seek representation on the board of investee companies.

In the first instance, the new capital available to the Company will be used to locate, evaluate and select investment opportunities that offer satisfactory potential capital returns for Shareholders. Once the Directors have identified the most attractive investments additional funds may need to be raised by the Company to complete a transaction.

The Proposed Directors believe that their broad collective experience together with their extensive network of contacts will assist them in the identification, evaluation and funding of suitable investment opportunities. The Directors will also consider appointing additional directors with relevant experience if appropriate.

The objective of the Directors is to generate investment returns principally through capital appreciation.  Any income generated by the Company will be applied to cover costs or will be added to the funds available to further implement the New Investment Policy. In view of this, it is unlikely that the Directors will recommend a dividend in the early years. However, they may recommend or declare dividends at some future date depending on the financial position of the Company. Given the nature of the Company's New Investing Policy the Company does not intend to make regular periodic disclosures or calculations of net asset value.

The Directors confirm that, as required by the AIM Rules, they will at each annual general meeting of the Company seek shareholder approval of the New Investing Policy it is now proposing.

Directorate changes

On the basis that the proposed New Investing Policy is approved and, subject to the approval by the Company's Nomad, the Company intends to make changes to the board as described below:

Nish Malde, currently the executive director, will remain as a non-executive director. Stephen Wicks and John Depasquale will resign as directors and, subject to Shareholders' approval, the following proposed directors will be appointed:

Simon Bennett - Proposed Non-Executive Chairman

Simon has over 30 years of investment banking and capital markets experience, having held senior positions with a number of leading international investment banks including Citibank, Credit Agricole and Sanlam. He has a wealth of experience in advising growing companies and in assisting executive management teams to deliver their corporate objectives.

 A chartered accountant, he is currently the senior independent non-executive director at Inland Homes Plc, where he is Chairman of the Remuneration Committee and a member of the Audit Committee. Simon is a partner at Incremental Capital LLP and Glenmill Partners, which provide objective advice to growth companies and entrepreneurs considering strategic transactions. Previously, he was a non-executive director of Live Company Group, where he was Chairman of the Audit Committee and was chairman of the Grown Up Chocolate Company. 

Simon Charles Bennett, 62, is a current or past director of the following companies:

Current directorships	Past directorships held within the last five years
Inland Homes Plc	Live Company Group Plc
Grown Up Chocolate Company Limited	Citicourt & Co Limited
Incremental Capital LLP (Partner)	Saba Capital Partners LLP (Partner)
Hygga LLP (Partner)
Glenmill Partners (Partner)

Simon Bennett held directorships in the following companies which became insolvent whilst he was or within 12 months of ceasing to be a director.

Kamstar Limited 2011

Grown Up Chocolate Company Limited 2019

There are no other matters under paragraph (g) of Schedule 2 of the AIM Rules to be disclosed.

Angus Forrest - Proposed Chief Executive

Angus has been an investor in the technology sector for more than 25 years, specialising in business-to-business sales driven companies.  Angus was the chief executive of Billam Plc ("Billam"), an AIM quoted investment company, which he co-founded in 2000. Billam, which changed its name to Energiser Investments in 2008, was the lead investor in Cybit plc which was grown from pre-revenue status to become the leading vehicle telematics business in Europe through both organic and acquisitive growth.  Angus founded another AIM quoted investment company, Tern Plc, in 2013 and was Chief Executive until 2016.  In 2018, he became Chief Executive of Imaginatik plc where he was responsible for its turnaround and subsequent trade sale.

Angus George Patrick Forrest, 67, is a current or past director of the following companies:

Current directorships	Past directorships held within the last five years
Talisman Ventures Limited	*Concerto Software ltd
*Carrara Administration Limited	FlexiOPS Limited
*Carrara (Nominees) Limited	Abal Group plc
* Carrara (No 1 Nominees) Limited	Abal (Goswell) Ltd
* Drumz Limited	Larke Investments Limited
* Dunnet (Nominees) Limited	Millais Management Ltd
* Dunnet (No 1 Nominees) Limited	Tern Plc
* Fearnmore Properties Ltd	* Docking Estate Limited
* Fearnmore Properties No 1 Ltd	* Imaginatik Limited
* Hurn Investments Ltd	Supply@me Capital plc
* Secured Savings Bond Limited
* Melvich Investments Limited
Carrara Investments Limited
* Dunnett Investments Limited

* dormant companies which have never traded

Angus Forrest held directorships in the following companies which became insolvent whilst he was or within 12 months of ceasing to be a director.

BMI Electronics Limited CVA 1999

Café Poppy plc 1995

Challenger Communications Ltd 1993

Alpha Returns Group plc CVAs 2010 and 2012

DLM Products Ltd 2012

DLM Professional Services Ltd 2012

Kelways Nurseries Limited 1993

Logistix Recruitment Limited CVA 1990

Medi Info Net Limited 2003

Waterstone Glassware Limited 2000

Concurrently with his appointment, Mr Forrest intends to purchase 5,000,000 Ordinary Shares at 1 pence per share from Mr Wicks and subscribe for up to 20,000,000 Placing Shares at the Placing Price. On this basis, Mr Forrest's aggregate investment in the Company would be  150,000. This intention is not legally binding.

There are no other matters under paragraph (g) of Schedule 2 of the AIM Rules to be disclosed.

John Wakefield - Proposed Non-Executive Director

John Nigel Wakefield, 65, qualified as a solicitor with McKenna & Co (now CMS) before moving into corporate finance, first with Williams de Broe Limited and then at Rowan Dartington & Co Limited, where he was a founder director and shareholder and head of corporate finance until its sale in 2006.  He was a corporate finance director of WH Ireland Limited from 2009 until retirement in 2016. He was a member of the AIM Advisory Group from 2000 to 2004, chairman of the London Stock Exchange Regional Advisory Group for the South West and chairman of South West Angel and Investor Network Limited (SWAIN) from 2008 until 2016. He is currently a director of Ovation Finance Limited and The Eternal Business Consultancy Limited.

There are no other matters under paragraph (g) of Schedule 2 of the AIM Rules to be disclosed.

Change of Name

To reflect the new direction of the Company the new Board is proposing to change the name of the Company. Therefore, conditional on the passing of Resolutions 1 to 11, a resolution (number 12) will be put to the Annual General Meeting to change the Company's name to Drumz plc.

Under the Companies Act 2006 and the Company's Articles of Association, a change of name requires the passing of a special resolution of Shareholders at a general meeting.

If Resolution 12 is approved, the Change of Name will be effective once Companies House has issued a new certificate on the Change of Name. This is expected to occur after the passing of all the resolutions at the AGM. The tradeable instrument display mnemonic ("TIDM") of the Company is expected to change to "DRUM" effective from 7.00 a.m. on or around 1 July 2020.

Details of the Placing

Subject to the satisfaction of the conditions under the Placing including, inter alia, the passing of all the Resolutions, the Company will place a total of 130,000,000 new Ordinary Shares at a price of 0.5 pence per Ordinary Share, raising in aggregate approximately £650,000, before expenses.  The Placing Shares have been conditionally placed by Peterhouse, as agent for the Company, with investors. The Placing Shares will be allotted at the Placing Price.

The Placing is conditional, inter alia, upon:

i.  all the Resolutions to be proposed at the Annual General Meeting being passed without amendment;

ii.  compliance by the Company in all material respects of its obligations under the Placing Agreement; and

iii.  Admission of the Placing Shares becoming effective by not later than 8 a.m. on 1 July 2020 (or such later date as may be agreed, being no later than 15 July 2020).

The Placing Price of 0.5 pence per Placing Shares represents a discount of approximately 26.5 per cent. to the mid-market price of 0.68 pence per share at which the Ordinary Shares were quoted on AIM as at close of trading on 2 June 2020, the last trading day prior to announcement of the Placing.

Pursuant to the terms of the Placing Agreement, Peterhouse, as agent for the Company, has agreed to use its reasonable endeavours to procure subscribers or purchasers (as appropriate) for the Placing Shares at the Placing Price. The Placing has not been underwritten by Peterhouse.

Settlement and dealings

In due course application will be made for the Placing Shares to be admitted to trading on AIM and, on the assumption that all the Resolutions are passed, dealings are expected to commence on 1 July 2020.

The Placing Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared on or after the date on which they are issued. It is expected that CREST accounts will be credited with entitlements to the Placing Shares as soon as practicable after 8.00 a.m. on the day of Admission and that share certificates (where applicable) will be despatched as soon as practicable after Admission.

In accordance with the provisions of the Disclosure and Transparency Rules of the FCA, the Company confirms that, following the Placing, its issued share capital will comprise 253,912,957 Ordinary Shares of 0.10 pence each. All Ordinary Shares shall have equal voting rights and, following the Placing, none of the Ordinary Shares will be held in treasury. The total number of voting rights in the Company immediately following Admission will therefore be 253,912,957.

Angus Forrest, a new proposed director, intends to participate in the Placing investing £100,000 to acquire 20,000,000 new Ordinary Shares at the Placing Price.

Use of proceeds

The net proceeds of the Placing will be used principally to provide the Company with working capital to source, evaluate and select investment opportunities.

Irrevocable undertakings to vote in favour of the resolutions at the forthcoming AGM

The Company has received irrevocable undertakings from Stephen Wicks and Nishith Malde to vote in favour of all the resolutions to be put to shareholders at the forthcoming AGM, in respect of their direct holdings of 28,558,855 and 11,230,957 Ordinary Shares respectively, representing in aggregate 32.1 per cent of the Company's existing issued share capital.

ANNUAL GENERAL MEETING

The AGM will be held at Burnham Yard, London Road, Beaconsfield, HP9 2JH on Tuesday 30 June 2020 at 10.00 a.m.

The following resolutions are being put at the AGM:

Ordinary Resolutions

1  That the audited accounts of the Company for the financial year ended 31 December 2019 and the Directors Report and Auditor's report on those accounts and the Strategic Report and Remuneration report be received and adopted.

2  That UHY Hacker Young be appointed auditor of the Company to hold office from the conclusion of this Meeting until the conclusion of the next general meeting at which  audited accounts are laid and to authorise the Directors to fix its remuneration.

3  That Nishith Malde be reappointed a Director of the Company in accordance with the Articles of Association of the Company.

4  That, subject to and conditional on the passing of all other Resolutions, the New Investing Policy, be and is hereby approved for the purposes of Rule 15 of the AIM Rules and that the Directors be and are hereby authorised to take all such steps as they may consider necessary or desirable to implement the same;

5  To appoint Simon Bennett as a Director of the Company in accordance with the Articles of Association of the Company.

6  To appoint Angus Forrest as a Director of the Company in accordance with the Articles of Association of the Company.

7  To appoint John Wakefield as a Director of the Company in accordance with the Articles of Association of the Company.

8  That the Company may send or supply documents or information to members by making them available on a website or other electronic means.

9  THAT in substitution for all existing authorities under that Section, the Directors be and they are hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the Act) 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 £500,000 to such persons, at such times and generally on such terms and conditions as the Directors (subject to the Articles of Association of the Company from time to time) in their absolute discretion may determine during the period commencing on the date of the passing of this resolution and expiring (unless previously renewed, varied or revoked by the Company in general meeting) 15 months from the date of the passing of this resolution or, if earlier, on the conclusion of the next Annual General Meeting of the Company save that the Company may make an offer or agreement which would or might require relevant securities to be allotted after the expiry of this authority and the Directors may allot relevant securities pursuant to such an offer or agreement as if the authorities hereby conferred had not expired.

Special Resolutions

10  THAT in substitution for all existing authorities, the Directors be and they are hereby empowered, pursuant to Section 571 of the Act, to allot equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred by resolution 9 above as if Section 561 of the Act did not apply to any such allotment provided that this power shall be limited to the allotment of equity securities for cash up to an aggregate nominal amount of £500,000, and shall expire on the conclusion of the next Annual General Meeting of the Company or 15 months after the passing of this resolution, whichever is earlier, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement after such expiry as if the power conferred hereby had not expired.

  For the purposes of this resolution:

(a)  references to an allotment of equity securities shall include a sale of treasury shares; and

(b)  the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

11  THAT the Company is generally and unconditionally authorised to make purchases (within the meaning of section 693(4) of the Act) of ordinary shares of £0.001 each in the capital of the Company ("Ordinary Shares") provided that:

(a)  the maximum aggregate number of Ordinary Shares that may be purchased is up to a maximum aggregate nominal amount of £12,391.29;

(b)  the minimum price (excluding expenses) which may be paid for each Ordinary Share is £0.001; and

(c)  the maximum price (excluding expenses) which may be paid for each Ordinary Share is 105 per cent. of the average market value of an Ordinary Share for the five business days prior to the day the purchase is made.

The authority conferred by this resolution shall expire 15 months after the date of passing of this resolution or, if earlier, at the conclusion of the Company's next Annual General Meeting save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase Ordinary Shares which will or may be executed wholly or partly after the expiry of such authority.

12   That, subject to and conditional on the passing of Resolutions 1 to 11 inclusive, the name of the Company be changed to Drumz plc.

POSTING OF ANNUAL REPORT AND ANNUAL GENERAL MEETING (AGM)

The annual report for the year ended 31 December 2019 will shortly be available from the company's website: (www.energiserinvestments.co.uk/investors/reports_and_presentations.php) 

and will be posted to shareholders shortly. The annual report contains a notice of the AGM which will be held at Burnham Yard, London End, Beaconsfield, Buckinghamshire HP9 2JH on Tuesday 30 June 2020.

In light of the evolving Coronavirus (COVID-19) pandemic, the Board has been monitoring closely the rapidly changing situation. The health of our shareholders, employees and stakeholders remains extremely important to us and accordingly, the Board has taken into consideration the compulsory 'Stay at Home' measures published by the UK Government. These measures currently provide that public gatherings of more than two people are not permitted unless the gathering is 'essential for work purposes'. Attendance at an annual general meeting by a shareholder, other than one specifically required to form the quorum for that meeting, is not 'essential for work purposes' under those measures. Regrettably therefore, shareholders are requested not to attend the AGM to be held on Tuesday 30 June 2020 as the Company will be unable to allow entry to anyone seeking to attend the AGM in person. 

The Company will convene the AGM with the minimum necessary quorum of two shareholders (which the Company will facilitate). The Company will include all valid proxy votes (whether submitted electronically or in hard copy form) in its polls at the AGM and the Chair of the meeting will call for a poll on each resolution. The Company accordingly requests that shareholders submit their proxy votes by post in advance of the AGM.

The current situation is evolving and the Company will make any further announcements that may be required by way of a Regulatory News Service and on the Company's website. If the Stay at Home measures are not in force at the date of the AGM and there are no other restrictions on attendance in place, you may be able to attend the meeting in person, subject to any public health guidance issued at the time. 

This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) no. 596/2014 ("MAR").

For more information please contact:

Energiser Investments plc:	[phone]
Nish Malde, Director

Nominated Advisor and Joint Broker:
W H Ireland	[phone]
Mike Coe Chris Savidge
Joint Broker:
Peterhouse Capital Limited	[phone]
Duncan Vasey/Lucy Williams

 

END

 

 

MSCZZGGVGFMGGZM