Posting of Circular and Notice of GM

RNS Number : 4962O

Inspirit Energy Holdings PLC

18 May 2018

 

18 May 2018

Inspirit Energy Holdings PLC

("Inspirit Energy" or "the Company)

Posting of Shareholder Circular

Proposed Capital Reorganisation

Notice of General Meeting

Inspirit Energy Holdings PLC (AIM: INSP), the developer of micro Combined Heat and Power (microCHP) boiler, announces that, further to its announcement of 4 May 2018, it has today posted a Circular to Shareholders convening a General Meeting (the "GM") to seek approval for (i) the Capital Reorganisation that will allow for the issue of the New Ordinary Shares to be issued on conversion of the Convertible Loan Notes (the "CLN's") and (ii) a general authority to allow the Directors to issue a further 650,000,000 New Ordinary Shares. The GM will be held at The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW on 10 a.m. BST on 6 June2018. A copy of the Circular is also available on the Company's website www.inspirit-energy.com.

The Company is proposing to hold a general meeting on 6 June 2018 to consider and, if thought fit, approve the Capital Reorganisation and to grant the directors authority to issue new Ordinary Shares for cash. The Resolutions are set out at the end of this announcement.

As announced on 4 May 2018, the Company issued Series A Convertible Loan Notes and Series B Convertible Loan Notes totalling £845,000 (together the "CLN's"). The principal amount of the CLN's are convertible at the higher of either 0.07p per Existing Ordinary Share or a discount of 25 per cent. to the previous trading day's closing market share price. Therefore, given the market price of the Existing Ordinary Shares has for much of the last 6 months been less than 0.1 pence which is the nominal value of such shares and indeed the current price is 0.0475p, and that the issue of shares at less than nominal value of the Existing Ordinary Shares is prohibited by the Act, it is necessary for the nominal value of the Existing Ordinary Shares to be reduced below 0.07p (being the lowest possible conversion price of the CLN's). It is therefore proposed to undertake the Capital Reorganisation which will have the effect of reducing the nominal value of each Existing Ordinary Share in the Company to considerably below 0.07p.

A summary of the principal terms and conditions of the Series A Convertible Loan Notes and the Series B Convertible Loan Notes are set out in paragraph 3 of the Circular.

The Capital Reorganisation, which comprises a sub-division of shares has been structured so that each New Ordinary Share created pursuant to the Capital Reorganisation shall have a nominal value of 0.001 pence.

The number of Ordinary Shares in issue, and held by each Shareholder, as a result of the passing of the relevant resolutions will not change. It is simply the nominal value of the Existing Ordinary Shares which will change.

Furthermore, previous share allotments have utilised all of the Directors' current authorities to issue Ordinary Shares free of pre-emption rights and accordingly the Company is seeking Shareholders' authority to issue New Ordinary Shares in order to:

·        facilitate the issue of New Ordinary Shares under the terms of the Series A Convertible Loan Notes to the Related Parties and other third party debt;

·       facilitate the issue of New Ordinary Shares under the terms of the Series B Convertible Loan Notes; and

·       provide additional headroom for the future issue of further New Ordinary Shares up to an aggregate nominal amount of £6,500 being 650,000,000 New Ordinary Shares. If such authority were to be granted, the 650,000,000 New Ordinary Shares would represent approximately 24.7% of the enlarged issued share capital of the Company following conversion of the Series A Convertible Loan Notes and the Series B Convertible Loan Notes, assuming the Series A Convertible Loan Notes and the Series B Convertible Loan Notes converted at a price of 0.07 pence per New Ordinary Share.

Purpose of Capital Reorganisation

It is proposed that each Existing Ordinary Share of 0.1 pence each in the capital of the Company be sub-divided into 1 New Ordinary Shares of 0.001 pence each and 1 B Deferred Share of 0.099 pence each ("Capital Reorganisation"). This will result in 1,420,806,859 New Ordinary Shares and 1,420,806,859 B Deferred Shares being in issue immediately following the Sub-Division.

The B Deferred Shares will have no rights and the Company will not issue any share certificates or credit CREST accounts in respect of them. The B Deferred Shares will not be admitted to trading on AIM.

The objective of the Capital Reorganisation is to reduce the nominal value of the Existing Ordinary Shares to below 0.07p in order to allow for any conversion of the unsecured Series A Convertible Loan Notes and Series B Convertible Loan Notes and to provide the Company with the ability to consider future share issues.

Admission of the New Ordinary Shares

Application will be made for the New Ordinary Shares to be admitted to trading on AIM in place of the Existing Ordinary Shares. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on 7 June 2018.

The ISIN and SEDOL in respect of the Existing Ordinary Shares remain unchanged in respect of the New Ordinary Shares.

Shareholders who hold Existing Ordinary Shares in uncertificated form will have such shares disabled in their CREST accounts on the Record Date, and their CREST accounts will be credited with the New Ordinary Shares following Admission, which is expected to take place on 7 June 2018.

Following the Capital Reorganisation, existing share certificates will continue to be valid.[ and new share certificates are expected to be despatched to those Shareholders who hold their Existing Ordinary Shares in certificated form, on or around 7 June 2018. No share certificates will be issued in respect of the B Deferred Shares.

NOTE: the total shares in issue is, and following the Capital Reorganisation will be, 1,420,806,859 New Ordinary Shares. This differs by 2 shares to the previously announced total shares in issue of 1,420,806,857 Ordinary Shares and results from a previous transposition error. Shareholders should use 1,420,806,859 Ordinary Shares as the shares now in issue.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

-ends-

For further information please contact:

Inspirit Energy Holdings plc
John Gunn, Chairman and CEO	[phone]
Beaumont Cornish Limited  www.beaumontcornish.com (Nominated Advisor)
Roland Cornish / James Biddle	[phone]
Peterhouse Corporate Finance (Joint Broker)
Lucy Williams / Duncan Vasey	[phone]

EXPECTED TIMETABLE OF EVENTS

Publication and posting of this document and Form of Proxy to Shareholders	18 May 2018
Latest time and date for receipt of Forms of Proxy in respect of the General Meeting	10 a.m. on 4 June 2018
Time and date of General Meeting	10 a.m. on 6 June 2018
Announcement of results of General Meeting	6 June 2018
Record date for Sub-Division	6 June 2018
Effective time and date of Sub-Division	6 June 2018
Expected date of admission of New Ordinary Shares to AIM	7 June 2018
Expected date CREST accounts are to be credited with New Ordinary Shares in uncertificated form	7 June 2018

SHARE INFORMATION

Number of Existing Ordinary Shares in issue at the date of this document	1,420,806,859
Total expected number of New Ordinary Shares in issue following the Capital Reorganisation	1,420,806,859
Total expected number of B Deferred Shares in issue following the Capital Reorganisation	1,420,806,859
ISIN code for New Ordinary Shares (unchanged)	GB00B44W9L31
TIDM code for AIM	INSP

GENERAL MEETING RESOLUTIONS

The Resolutions to be proposed at the General Meeting are as follows:

Resolution 1 - Amendment to Current Articles

THAT with effect from the conclusion of the meeting the existing articles of association of the Company be amended as follows:

a.       by inserting the following definition in clause 2:

"B Deferred Shares" means the B deferred shares of 0.099 pence in the capital of the Company having the rights set out in Article 5.

b.       by deleting article 3.1 and replacing it with the following new article 3.1:

"3.1 The share capital of the Company at the date of adoption of the Articles is divided into Ordinary Shares, B Ordinary Shares, Deferred Shares and B Deferred Shares and the liability of the Members is limited to the amount, if any, unpaid on the shares held by them."

c.       by inserting reference to B Deferred Shares in article 5.

A copy of the Company's existing articles of association and the proposed new articles of association will be available for inspection during normal business hours (excluding Saturdays, Sundays and bank holidays) at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW from the date of this notice of meeting until the close of the meeting. The proposed New Articles will also be available for inspection at the General Meeting at least 15 minutes prior to the start of the meeting and up until the close of the meeting. This is a special resolution.

Resolution 2 - Capital Reorganisation

THAT, subject to and conditional upon the passing of resolution 1 set out in the notice, each of the issued ordinary shares of 0.1 pence each in the capital of the Company be and is hereby subdivided into one new ordinary share of 0.001 pence and one B deferred share of 0.099 pence, each having the rights and restrictions set out in the articles of association as amended pursuant to resolution 1.

Resolution 3 - Authority of Directors to allot shares pursuant to the Series A Convertible Loan Notes 

This is an ordinary resolution granting general authority to the Directors to allot new Ordinary Shares in respect of the Series A Convertible Loan Notes.

Resolution 4 - Dis-application of pre-emption rights pursuant to the Series A Convertible Loan Notes 

This is a special resolution authorising the Directors to allot new Ordinary Shares for cash pursuant to Resolution 2 to permit the exercise of the Series A Convertible Loan Notes for cash on a non pre-emptive basis.

Resolution 5 - Authority of Directors to allot shares pursuant to the Series B Convertible Loan Notes 

This is an ordinary resolution granting general authority to the Directors to allot new Ordinary Shares in respect of the Series B Convertible Loan Notes.

Resolution 6 - Dis-application of pre-emption rights pursuant to the Series B Convertible Loan Notes 

This is a special resolution authorising the Directors to allot new Ordinary Shares for cash pursuant to Resolution 2 to permit the exercise of the Series B Convertible Loan Notes for cash on a non pre-emptive basis.

Resolution 7: Authority to grant the Directors the authority to allot and issue shares

This is an ordinary resolution to grant the Directors the authority to allot and issue shares and grant rights to subscribe for shares in the Company for the purposes of Section 551 of the Act up to the maximum aggregate nominal amount of £6,500. This resolution shall be in addition to any previous authority to allot relevant securities conferred on the directors of the Company and the authority under this resolution will expire at the conclusion of the next annual general meeting of the Company.

Resolution 8: Disapplication of pre-emption rights

This resolution proposes to dis-apply the statutory rights of pre-emption in respect of the allotment of equity securities for cash under Section 561(1) of the Act. This is a special resolution authorising the Directors to issue equity securities as continuing authority up to an aggregate nominal amount of £6,500 for cash on a non pre-emptive basis pursuant to the authority conferred by Resolution 7 above. The authority granted by this resolution will expire at the conclusion of next annual general meeting of the Company

 

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