Half Yearly Report

RNS Number : 2086U

Adventis Group PLC

21 December 2012

 



21 December 2012

ADVENTIS GROUP PLC

(to be renamed Reabold Resources plc )

("the Company")

Interim Results for six months ended 30 June 2012

Adventis Group plc (to be renamed Reabold Resources Plc), (AIM: ATG) the AIM quoted resources investment company announces its unaudited interim results for the six months ended 30 June 2012 ("the Period").

For further information, contact:

Adventis Group plc Jeremy Edelman (Executive Chairman) Anthony Samaha (Executive Director)	[phone]
Westhouse Securities Limited Tom Griffiths Richard Johnson	[phone]

CHAIRMAN'S STATEMENT

Introduction

The six months ended 30 June 2012 and to date has been a dramatic period of change for the Company.  During this time, the Company divested its business and assets in the media, health and technology marketing services sectors and had Administrators appointed as a result of its financial position.

At a meeting of the creditors of the Company and a general meeting of the shareholders on 19 December 2012 ("the General Meeting"), approvals were given for a Company Voluntary Arrangement ("CVA") that enabled the Company to avoid dissolution.   In addition, shareholders approved a re-organisation of the Company's share capital and a fundamental change of business to that of an investing company in the natural resources sector. The name of the Company will be changed to Reabold Resources Plc to reflect this new direction.  In addition, on 19 December 2012 the Company entered into conditional subscription agreements for new shares to raise £150,000 for necessary working capital to pursue its new business direction. Further details of the subscription are set out below.

Restoration of Admission to trading on AIM

With the publication now of the Company's report and accounts for the year ended 31 December 2011, as well as the release of these interim results for the six months ended 30 June 2012, the Company's shares will be restored to trading on AIM which is anticipated will take place on 24 December 2012.

New Board

Following the approval of the CVA on 19 December 2012, I was appointed to the Board of the Company, together with Anthony Samaha, and the previous directors stepped down at that time. The new Board has experience in resources investment and AIM quoted companies, and we look forward to directing the Company in this new business direction.  A profile of the new Board is included in the report and accounts for the year ended 31 December 2011.

Divestments and Administration

During the reporting period and post balance sheet date, the Company divested its business and assets in the media, health and technology marketing services sectors. The divestment process commenced in late 2011 when the Company decided to wind down its health, media and property divisions and focus on its core business of technology and telecoms marketing. As a result, the following business and asset sales were concluded:

·        Adventis Health Limited - sale of goodwill and intellectual property rights on 10 November 2011 (this sale was not satisfactorily concluded as the purchaser was unable to provide the funding required);

·        Adventis Media Limited (formerly Adventis Coltman Limited) - sale of business and assets on 7 December 2011;

·        Adventis Media Two Limited (formerly Adgenda Media Limited) - sale of business and assets on 10 January 2012; and

·        Gilbert Doyle Oakmont Limited - sale of business and assets on 19 June 2012.

All four of the above subsidiaries entered creditors' voluntary liquidation on 22 August 2012.

On 11 May 2012, the Company announced it was in discussions with potential investors to secure the funding required to meet the Company's immediate and longer term finance commitments, including the repayment of the Company's bank debt and for the partial satisfaction of the outstanding deferred consideration due in respect of the Company's acquisition of Second2 Limited ("Second2") and bChannels Limited ("bChannels"). The previous Board initiated an accelerated sales and marketing process ("AMA") to seek best value for the sale of the Company's remaining principal assets, namely its holding in bChannels and Second2 (together the "Technology Division"). The AMA resulted in a number of offers being received, and heads of terms were subsequently agreed by the previous Board with a chosen party for the purchase of the shares of the Technology Division.

The Company's bank received an offer from a third party lender to purchase its debt to the Group, following the announcement  that a sale of the Technology Division had been agreed in principle, and completed the sale of the debt on 19 June 2012. Trading in the shares of the Company on AIM was suspended on 26 June 2012 as, given the above, a going concern statement could not be agreed by the auditors and therefore the Company was not in a position to publish its annual accounts for the year ended 31 December 2011 by 30 June 2012.The Company could not continue in its current form for a prolonged period without significant further funding.

On 13 July 2012, the Company exchanged contracts, subject to shareholder consent, for the sale of the entire share capital of bChannels and accepted, subject to contract and shareholder consent, an offer for the sale of the share capital of Second. An announcement detailing these transactions was made on 16 July 2012.

The Company was also experiencing significant creditor pressure so the directors at that time, at a Board meeting held on 19 July 2012, resolved to file a Notice of Intention to Appoint Administrators ("NOI"). The NOI was filed on 20 July 2012 and the Company subsequently entered administration on 23 July 2012.

On 23 July 2012, the Administrators completed the sale of bChannels. No sale has been concluded in relation to the shares held in Second2. Second2 entered administration on 25 July 2012. Further, the shares in a dormant subsidiary, Partnermarketing.com Limited have been sold by the Administrators for £1 and steps have been taken to strike off the remaining dormant subsidiaries of the Company.

As a result all subsidiaries of the Company are either in insolvency procedures or in strike off, with the exception of Premium Media Limited, which itself has limited assets and liabilities.

Company Voluntary Arrangement

As set out in the Administrators' statement of Proposals (pursuant to paragraph 49 of Schedule B1 of the Insolvency Act 1986), the Administrators had originally planned to cancel the Company's admission to trading on AIM and to dissolve the Company without any return to unsecured creditors or shareholders. However, the Administrators were approached by the current Board with an opportunity to restore trading in the Company's shares on AIM and ensure a return to unsecured creditors.

The CVA constitutes satisfaction of the Company's debts and with the approval results in creditors accepting the dividend(s) paid to them in full and final settlement of their claims against the Company.

Capital Re-organisation

Following the approval of the CVA on 19 December 2012 and the approvals sought from Shareholders at the General Meeting, the Company exited administration and control of the day to day running of the Company passed to the new Board.

At the General Meeting, Shareholders of the Company approved:

·        that the Company be duly authorised to re-organise its share capital to ensure the nominal value of 0.25 pence per of the Ordinary Shares is not more than the trading price of the Ordinary Shares on AIM upon the re-commencement of trading on AIM.  Without the re-organisation of share capital, it is likely that on restoration of the Company's Ordinary Shares to trading on AIM, the trading price would be below their current par value.  The issue of new shares by a public company at a price below their nominal value is prohibited by the Act.

·        that the Company be duly authorised to amend the Articles which, amongst other matters, set out the rights attaching to "A" Deferred Shares in the Company following the Capital Reorganisation.

·        that all of the Existing Ordinary Shares of 0.25 pence each be consolidated into ordinary shares of 1.75 pence each on the basis of one consolidated ordinary share for every seven Existing Ordinary Shares in issue. The consolidated ordinary shares of 1.75 pence each then be subdivided into one Ordinary Share of 0.1 pence and one "A" Deferred Share of 1.65 pence.

Immediately following the Capital Reorganisation, the issued share capital of the Company comprised 6,915,896 Ordinary Shares of 0.1 pence each and 6,915,896 "A" Deferred Shares of 1.65 pence each. The "A" Deferred Shares have special rights, and are subject to restrictions, set out in the amended Articles.  The "A" Deferred Shares carry negligible rights and no application will be made for them to be admitted to trading on AIM.

Change of Business and Investing Policy

At the General Meeting, shareholders approved a change of business to that of an investing company with an investing policy to acquire direct and indirect interests in exploration and producing projects and assets in the natural resources sector, anywhere in the world.  The Board will consider other sectors as well as opportunities as they arise.

The Board anticipates that investments may be by way of purchasing quoted shares in appropriate companies, outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, or by entering into partnerships or joint venture arrangements.  Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed or quoted on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question.

The Board anticipates that the Company may be both an active and a passive investor depending on the nature of the individual investments.  Although the Company intends to be a medium to long-term investor, the Directors will place no minimum or maximum limit on the length of time that any investment may be held and therefore shorter term disposal of any investments cannot be ruled out.

As an investing company, the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its Investing Policy on or before the date falling twelve months from the adopting of the Investment Policy by the Shareholders, failing which, the Company's shares would then be suspended from trading on AIM. In the event the Company's Ordinary Shares are so suspended and the Company fails to obtain Shareholders' consent to renew such policy, the admission to trading on AIM of the shares would be cancelled six months from the date of suspension and the Board intends to convene a general meeting of the Company to consider whether to continue seeking investment opportunities or to wind up the Company.

An investing company is generally considered to have substantially implemented its investing policy, when it has invested a substantial portion (usually at least in excess of 50%) of all funds available to it, including funds available through agreed debt facilities, in accordance with its investing policy.  As yet no funds are available for any such investment.

Subscription

On 19 December 2012, the Company entered into conditional agreements with certain private investors for the subscription of 60,000,000 ordinary shares ('the Subscription Shares'), at 0.25 pence per share to raise gross proceeds of £150,000 ('the Subscription'), which will provide additional working capital for the Company.  The Subscription Shares will represent 89.7% of the enlarged issued share capital of the Company and will rank pari passu with the Company's existing Shares. 

The Subscription is conditional upon the following being satisfied by 31 January 2013:

(a)        the passing of certain resolutions ("Resolutions") at the General Meeting;

(b)        the Subscription Shares being allotted and issued to the private investors within seven days of the date of the passing of the Resolutions; and

(c)        restoration of trading on AIM of the entire issued share capital of the Company.

Following admission of the Subscription Shares, and completion of the Subscription, the Company's total issued share capital will be 66,915,895 ordinary shares of 0.1p each.

Among the subscribers for Subscription Shares was Jeremy Edelman who subscribed, prior to his appointment as a director of the Company, for 20 million Subscription Shares. Following Admission, Jeremy Edelman will hold 20 million Ordinary Shares of 0.1p each in the Company, representing approximately 29.89 per cent of the Company's issued ordinary share capital.

Loan Notes

As an investing company, the Company intends to undertake an acquisition or acquisitions which will constitute a reverse takeover under the AIM Rules for Companies, within the next 12 months. The Company will require further funds in order to undertake such an acquisition or acquisitions and meet recently incurred costs and future operating expenditure. Therefore, following the General Meeting, the Company has entered into a convertible unsecured loan note instrument (the "Loan Notes") for up to £260,000 with Saltwind Enterprises Limited, a company connected with Jeremy Edelman. The Loan Notes shall accrue interest at 0.5 per cent. per month and unless converted be repaid on 31 December 2013 or such later date as nominated by the noteholder. The Loan Notes may be converted into new Ordinary Shares at the last placing or subscription price paid per share on the issue of Ordinary Shares but the noteholder may not exercise their right to convert the Loan Notes if such conversion would result in the noteholder being required to make a mandatory offer to the holder of shares in the Company in accordance with Rule 9 of the City Code on Takeovers and Mergers ("Rule 9 Obligation"). In such circumstances, the Company will use its best endeavours to obtain from the Panel on Takeovers and Mergers any dispensation reasonably necessary to allow the Loan Notes to be converted without incurring a Rule 9 obligation. The Company intends to seek the approval of independent shareholders for a waiver of the Rule 9 Obligation at the earliest possible opportunity being the next annual general meeting of the Company, which is intended to be held early in 2013.    

The entering into of the convertible unsecured loan note by Jeremy Edelman is classified as a transaction with a related party for the purposes of the AIM Rules for Companies (the "AIM Rules"). In accordance, therefore, with the AIM Rules, Anthony Samaha as the independent director of the Company, having consulted with the Company's nominated adviser, Westhouse Securities Limited, considers that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

To date, the Company has drawn down approximately £201,000 under the Loan Notes in order to fund the CVA and other associated costs, including legal, auditing and advisor fees.

Financial Review

The loss of the Group for the 6 months ended 30 June 2012 was £711,000 (2011: loss of £ 1,392,000). The net assets as at 30 June 2012 was a deficiency of £6,296,000: (2011: positive £6,330,000).

Following completion of the Subscription, the Company will have cash and working capital of circa £150,000.

Outlook

Following the difficulties experienced by the Company and the resultant considerable loss of value for shareholders, we look forward to implementing the new business direction and driving the creation of value for all stakeholders.

Jeremy Edelman

Chairman

21 December 2012

GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 30 JUNE 2012

				Unaudited	Unaudited	Audited
				6 months to	6 months to	12 months to
				30-Jun-12	30-Jun-11	31-Dec-11
			Notes	£'000	£'000	£'000
Continuing operations
Turnover				-	15,284	9,656
Cost of sales				-	(10,625)	(4,181)
Gross profit				-	4,659	5,475
Administration expenses			2	(748)	(4,766)	(6,025)
Exceptional items				213	(1,229)	(7,891)
Operating (loss)				(535)	(1,336)	(8,441)
Investment revenue				-	-	-
Finance costs				(71)	(56)	(158)
Loss on ordinary activities before taxation				(606)	(1,392)	(8,599)
Taxation on profit on ordinary activities				-	-	-
Loss for the financial period from continuing operations				(606)	(1,392)	(8,599)
Discontinued operations
Loss for  from discontinued operations			2	(165)	-	(4,649)
Loss for the period				(771)	(1,392)	(13,248)
Other comprehensive income				-	-	-
Total comprehensive income for the period				(771)	(1,392)	(13,248)
Attributable to:
Equity holders				(771)	(1,392)	(13,248)
Non controlling interests				-	-	-
Equity holders of the pare				(771)	(1,392)	(13,248)
Loss per share
Basic and diluted loss per share (pence)
From continuing operations			3	(1.25)	(2.88)	(17.80)
From discontinued operations			3	(0.34)	-	(9.60)
				(1.59)	(2.88)	(27.40)

GROUP STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2012

		Unaudited	Unaudited	Audited
		30-Jun-12	30-Jun-11	30-Dec-11
	Notes	£'000	£'000	£'000
ASSETS
Non-current assets
Property, plant and equipment		-	772	409
Goodwill and other intangible assets		-	11,645	949
Deferred tax asset		-	-	-
		-	12,417	1,358
Current assets
Work in progress		-	291	54
Trade and other receivables		688	5,479	2,842
Current income tax asset		-	200	-
Cash and cash equivalents		-	403	-
		688	6,373	2,896
Assets held in disposal groups held for sale	2	2,150	-	3,429
Total assets		2,838	18,790	7,683
EQUITY
Capital and reserves
Share capital		121	121	121
Share premium account		7,480	7,480	7,480
Shares held by EBT		(23)	(23)	(23)
Capital redemption reserve		200	200	200
Other reserves		20	20	20
Share based payments reserve		-	65	-
Retained earnings		(14,095)	(1,533)	(13,324)
Total equity		(6,297)	6,330	(5,526)
LIABILITIES
Non-current liabilities
Deferred tax liability		-	4	-
Deferred consideration		-	1,092	1,374
Provision for liabilities and charges		-	-	213
		-	1,096	1,587
Current liabilities
Trade and other payables		3,343	6,409	4,195
Borrowings		1,317	3,553	1,764
Deferred consideration		1,837	1,402	1,569
		6,497	11,364	7,528
Liabilities held in disposal groups held for sale	2	2,638	-	4,094
Total liabilities		9,135	12,460	13,209
Total equity and liabilities		2,838	18,790	7,683

GROUP CASH FLOW STATEMENT

FOR THE PERIOD ENDED 30 JUNE 2012

		Unaudited		Unaudited		Audited
		6 months to		6 months to		12 months to
		30-Jun-12		30-Jun-11		31-Dec-11
	Note	£'000		£'000		£'000
Cash flows from operating activities
Operating loss from continuing operations	2	(535)		(1,336)		(8,441)
Operating loss from discontinued operations	2	(165)		-		(4,649)
Adjustments for:
Reduction in deferred consideration		(1,106)		-		738
Reversal of onerous lease provision		(213)		-		213
Impairment of goodwill and other intangible assets		249		994		10,972
Depreciation and amortisation		409		73		334
Impairment of property, plant and equipment		119		-		-
Operating cash flows before movement in working capital		(1,242)		(269)		(833)
Increase in work in progress		54		(140)		97
Increase in receivables		2,154		171		1,361
Receivables in disposal groups held for sale		(1,399)		-		-
(Decrease)/increase in payables		(852)		573		2,493
Payables in disposal groups held for sale		2,250		-		-
Cash generated by operations		965		335		3,118
Corporation tax paid		-		(9)		-
Interest paid		(71)		(56)		(213)
Net cash from operating activities		894		270		2,905
Cash flows from investing activities
Purchase of property, plant & equipment		-		(93)		(131)
Development of intangible software assets		-		(55)		(186)
Acquisition and deferred consideration		-		(194)		(394)
Cash in disposal groups held for sale		-		-		(425)
Net cash (used) in investment activities		-		(325)		(1,136)
Cash flows from financing activities
Dividends paid		-		-		-
Proceeds from borrowings		-		-		1,795
Repayment of borrowings		(447)		-		(2,250)
Net cash (used in)financing activities		(447)		-		(455)
Net increase/(decrease) in cash and cash equivalents		447		(72)		1,314
Cash and cash equivalents at the beginning of the period		(1,764)		(3,078)		(3,078)
Cash and cash equivalents at the end of the period		(1,317)		(3,150)		(1,764)

Cash and cash equivalents comprises the following:
Cash and cash equivalents		-		403		-
Borrowings		(1,317)		(3,553)		(1,764)
		(1,317)		(3,150)		(1,764)

GROUP STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 30 JUNE 2012

		Share Capital	Share Premium	Capital Redemption Reserve	Shares Held by EBT	Share based transactions	Retained Earnings	Total
		£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance 31 December 2010		121	7,480	220	(23)	65	(141)	7,722
Total comprehensive income		-	-	-	-	-	(1,392)	(1,392)
Changes in equity
Period to 30 June 2011
Issue of share capital		-	-	-	-	-	-	-
Dividends paid		-	-	-	-	-	-	-
Share based transactions		-	-	-	-	-	-	-
Balance 30 June 2011		121	7,480	220	(23)	65	(1,533)	6,330
Total comprehensive income		-	-	-	-	-	(11,856)	(11,856)
Changes in equity
Period to 31 December 2011
Issue of share capital		-	-	-	-	-	-	-
Dividends paid		-	-	-	-	-	-	-
Share based transactions		-	-	-	-	(65)	65	-
Balance 31 December 2011		121	7,480	220	(23)	-	(13,324)	(5,526)
Total comprehensive income		-	-	-	-	-	(771)	(771)
Changes in equity
Period to 30 June 2012
Issue of share capital		-	-	-	-	-	-	-
Dividends paid		-	-	-	-	-	-	-
Share based transactions		-	-	-	-	-	-	-
Balance 30 June 2012		121	7,480	220	(23)	-	(14,095)	(6,297)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2012

1.    Basis of preparation

These consolidated interim financial statements have been prepared using policies based on International Financial Reporting Standards (IFRS and IFRIC interpretations) issued by the International Accounting Standards Board ("IASB") as adopted for use in the EU. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2011 Annual Report. The financial information for the half years ended 30 June 2012 and 30 June 2011 does not constitute statutory accounts within the meaning of Section 434(3) of the Companies Act 2006 and is unaudited.

The annual financial statements of Adventis Group plc (to be renamed Reabold Resources plc) are prepared in accordance with IFRSs as adopted by the European Union. The comparative financial information for the year ended 31 December 2011 included within this report does not constitute the full statutory accounts for that period. The statutory Annual Report and Financial Statements for 2011 have been filed with the Registrar of Companies. The Independent Auditors' Report on that Annual Report and Financial Statement for 2011 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the half-yearly consolidated financial statements.

The same accounting policies, presentation and methods of computation are followed in these condensed consolidated financial statements as were applied in the Group's latest annual audited financial statements.

In addition, the IASB has issued a number of IFRS and IFRIC amendments or interpretations since the last annual report was published. It is not expected that any of these will have a material impact on the Group.

2.         Discontinued operations

The media division, comprising Adventis Media Limited (formerly Adventis Coltman Limited) was sold as disclosed in December 2011 and Adventis Media Two Limited (formerly Adgenda Media Limited) was sold in January 2012. Adventis Health Limited ceased trading in September 2011. On 23 July 2012 the sale of bChannels Limited was concluded by the Administrators with proceeds of £500,000 plus a £800,000 debt forgiveness of monies owed by Adventis Group Plc to the company.  The trading operations and certain assets and liabilities of Second2 Limited were sold to a third party for consideration of £200,000 and the assumption of certain liabilities not exceeding £387,789, with Second2 Limited subsequently entering administration on 25 July 2012. Certain assets and the operations of Gilbert Doyle Oakmont Limited were sold to a third party on 19 June 2012. Subsequently the company entered into creditors' voluntary liquidation.

The assets of bChannels and Second2 that are the subject of sale are included in assets held in disposal groups held for sale.  The liabilities of bChannels and Second that are the subject of sale are included in liabilities held in disposal groups held for sale.

The only continuing operations of the Group are those of the Company.

The comparative profit and cash flows from discontinued operations have not been re-represented to include those operations classified as discontinued in the current year.

3.         Loss per share

The basic loss per share is derived by dividing the loss for the period attributable to ordinary shareholders by the weighted average number of shares in issue.

	Period ended 30 June 2012 (unaudited)	Period ended 30 June 2011 (unaudited)	Year ended 31 December 2011 (audited)
	£'000	£'000	£'000
Loss for the period	(711)	(1,392)	(13,248)
Weighted average number of Ordinary shares of 0.25p in issue	48.411 million	48.411 million	48.411 million
Basic and diluted loss per share (pence)
From continuing operations	(1.25) pence	(2.88) pence	(17.80) pence
From discontinuing operations	(0.34) pence	-	(9.60) pence
Total basic earnings per share	(1.59) pence	(2.88) pence	(27.40) pence

4.        Called up share capital

	30 June 2012 No. shares	30 June 2011 No. shares	31 December 2011 No. shares
Allotted, called up and fully paid
Ordinary Shares of 0.25pence each	48,411,267	48,411,267	48,411,267

The employee benefit trust is the beneficial owner of 65,180 fully paid ordinary shares. The Company holds 728,953 fully paid ordinary shares acquired during 2008 in treasury, which are held in retained earnings.

5.    Events after the reporting period

On 11 January 2012 Adventis Media Two Limited (formerly Adgenda Media) completed the sale of its trade and goodwill to a vehicle partially owned by its senior management team for an aggregate consideration of £1,351,000 received in the form of deferred, non-contingent cash consideration of £200,000, settlement of a deferred consideration liability due to a member of the senior management team of £306,000 and £845,000 from the assumption of certain trade and other creditors. Following this sale the company went into creditor's voluntary liquidation on 22 August 2012.

On 11 May 2012 the Group announced that discussions regarding an equity fundraising to raise net funds of approximately £3million had been terminated and that it was in discussion with its bank regarding its facilities and future support. The Group engaged advisers to secure a sale of the Technology division and bChannels was sold to its management and a third party investor on 23 July 2012. The operations and certain of the assets of Second2 were sold to its management and a third party investor for £200,000 and the assumption of certain liabilities amounting to a maximum of £387,759. Following this sale, Second2 Limited went into creditor's voluntary liquidation on 25 July 2012.  On 13 June 2012 the Group was informed by the lenders, Lloyds Bank Group plc, that they had sold the Company's debt to a third party, RCapital Partners LLP.

On 19 June 2012 the Group sold the business and assets of Gilbert Doyle Oakmont Limited for £10,000 following which the company went into creditor's voluntary liquidation.

On 23 July 2012 the Company entered into administration.

On 30 November 2012, agreement was reached with the landlord for Adventis House in Beaconsfield to surrender the lease by 24 January 2013.

On 3 December 2012 the Company agreed terms with the assignee of the Lloyds Bank Group plc debt for the settlement and release of the security held by it over the assets of the Company.

On 19 December 2012 at a General Meeting of the Company, approval was obtained for the following:

i)    Enter into a Company Voluntary Arrangement to satisfy the Company's preferential and unsecured creditors in full;

ii)   Capital reorganisation and restructure of the issued share capital of the Company to reduce the nominal value of the existing shares by consolidating each ordinary 0.25 pence share into Ordinary shares of 1.75 each on a 7 for 1 consolidation. Following this Capital Reorganisation the issued share capital of the Company will comprise 6,915,895 ordinary shares which will then be subdivided in one Ordinary share of 0.1 pence and one "A" Deferred Share of 1.65 pence. The "A" shares will be subject to special rights and restrictions;

iii)   Authorities to dis-apply shareholders' pre-emption rights up to an aggregate nominal amount of £200,000; in working capital;

iv)  Fundamental change of business to that of an investing company in the natural resources sector; and

v)   Change of Company name to Reabold Resources Plc to reflect the investing nature of the Company.

The Company entered into conditional agreements for the subscription of 60,000,000 ordinary shares at 0.25 pence per share to raise gross proceeds of £150,000.  The details of the Subscription are set out in the Chairman's Statement.

In addition on 19 December 2012, the Company entered into the Loan Notes with Saltwind providing funding up to £260,000, of which amount approximately £201,000 has been drawn down by the Company to date in order to fund the CVA and other associated costs, including legal, auditing and advisor fees. Details of the Loan Notes are set out in the Chairman's Statement.

6.    General Information

Adventis Group Plc is a company registered in England and Wales under the Companies Act. Registered in England number 3542727 at 200 Strand. London WC2R 1DJ. The principal activity of the company is that of an investing company in  accordance with the AIM Rules for Companies.

7.    Availability of this announcement

Copies of this announcement will be available shortly from the Company's website at www.reabold.com.

 

END

 

 

IR BLBDDCSDBGDB