Result of General Meeting

RNS Number : 3414V

Spark Ventures PLC

06 August 2015

 

SPARK Ventures plc

6 August 2015

Result of General Meeting

Directors' Shareholdings

 Board changes

and

Total Voting Rights

SPARK Ventures plc ("SPARK" or the "Company"), is pleased to announce, further to the announcement of 21 July 2015, that at the General Meeting held today all resolutions proposed, as set out in the Notice of General Meeting circulated to shareholders on 22 July 2015, were duly passed.

As a result of the resolutions being passed, Shareholders have approved, amongst other things, the change in Investment Policy to pursue a new Strategic Public Equity investment strategy in partnership with Gresham House. Following Admission, Sapia will be engaged as Investment Manager to SPARK and Gresham House engaged as Investment Adviser until such time as Gresham House is authorised by the FCA. Upon authorisation from the FCA, Gresham House will become SPARK's Investment Manager.

Admission is expected to take place at 8.00 a.m. tomorrow, 7 August 2015, at which point the Placing, Open Offer, Asset Swaps and the Share Consolidation will also become effective.

Fundraising and Asset Swaps

As previously announced, SPARK has raised gross proceeds of £10.6 million from new and existing investors through the Fundraising, and a further £3.8 million pursuant to the Asset Swaps, equating to total funds raised of £14.4m.

Share Consolidation

Pursuant to the terms of the Share Consolidation, each Existing Ordinary Share with a nominal value of 0.25 pence will be subject to a 1 for 200 consolidation, resulting in Ordinary Shares with nominal value of 50 pence each. The record date for the Share Consolidation is 4.30 p.m. today, 6 August 2015, with the Share Consolidation becoming effective from Admission, 7 August 2015. The Company's ISIN from Admission will be GB00BYRH4982.

For Shareholders holding shares in the Company in certificated form, new share certificates are expected to be dispatched by 14 August 2015. For shareholders holding shares in CREST, CREST accounts will be credited with the post Share Consolidation Ordinary Shares on 7 August 2015.

Directors Shareholdings

Following Admission of the New Ordinary Shares, the interests of the current SPARK Directors in the Ordinary Shares of the Company will be as follows:

Director		Shareholding prior to the share consolidation		Shareholding prior to the Fundraising*		% of Existing Total Voting Rights		New Ordinary Shares subscribed pursuant to the Fundraising*		Shareholding following Admission*		% of Total Voting Rights following Admission
David Potter		556,331		2,781		0.13%		2,777		5,558		0.15%
Charles Berry		287,968		1,439		0.07%		1,111		2,550		0.07%
Helen Sinclair		242,400		1,212		0.06%		555		1,767		0.05%
Andrew Betton		2,152,182		10,760		0.51%		-		10,760		0.29%
Thomas Teichman		16,434,138		82,170**		3.92%		2,777		84,947**		2.30%

 *Post- share consolidation

** 77,970 Ordinary Shares registered in the name of Grangeleigh Limited

In addition to the current SPARK Directors, Gresham House and the following key members of the Gresham House management team, and the Gresham House Strategic Public Equity Investment Committee ("Gresham House SPE Investment Committee") have subscribed for New Ordinary Shares pursuant to the Fundraising. Following Admission of the New Ordinary Shares, the interests of Gresham House and the following key members of the Gresham House management team and the Gresham House SPE Investment Committee in the Ordinary Shares of the Company will be as follows:

	Shareholding prior to the share consolidation	Shareholding prior to the Fundraising*	% of Existing Total Voting Rights	New Ordinary Shares subscribed pursuant to the Fundraising and Asset Swap*	Shareholding following Admission*	% of Total Voting Rights following Admission
Gresham House	-	-	-	706,806	706,806	19.17%
Anthony Dalwood	-	-	-	11,111	11,111	0.30%
Graham Bird	-	-	-	19,444	19,444	0.53%
Bruce Carnegie Brown	-	-	-	11,111	11,111	0.30%
Michael Phillips	-	-	-	2,778	2,778	0.08%
Rupert Robinson	-	-	-	2,778	2,778	0.08%

The Company has also been notified that each of Peter Lobbenberg & Family, Henderson Global Investors and Credo Capital will no longer have a notifiable interest in the Company following Admission.

Board Changes

Further to the passing of the Resolutions, the Company also announces that Andy Betton will step down from the Board as an investment manager representative, with effect from Admission. In addition, Thomas Teichman will be stepping down from the Board with effect from Admission, but will remain on the Gresham House SPE Investment Committee alongside Anthony Dalwood, Graham Bird, Bruce Carnegie Brown and Rupert Robinson.

The Board would like to thank Andy for his significant contribution to the Company over the past 15 years and look forward to continuing to work with Tom alongside the new members of the Gresham House SPE Investment Committee.

Admission, Dealings and Total Voting Rights

Following the Consolidation becoming effective, the Company's issued share capital will consist of 2,250,000 Ordinary Shares including 155,771 Shares held in Treasury.

Additionally, further to the Fundraising and Asset Swaps, application has been made to AIM for the admission of the 3,843,275 new Ordinary Shares. It is expected that Admission will become effective at 8.00 a.m. on 7 August 2015. The new Ordinary Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the Admission of the new Ordinary Shares in respect of Ordinary Shares and will otherwise rank on Admission of the new Ordinary Shares pari passu in all respects with the existing Ordinary Shares.

Following Admission, the Company's issued share capital will therefore consist of a total of 3,843,275 Ordinary Shares, of which 3,687,504 Ordinary Shares hold voting rights and of which 155,771 Ordinary Shares are held in Treasury and do not hold voting rights.

The above figure of 3,687,504 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in SPARK under the FCA's Disclosure and Transparency Rules.

This announcement should be read in conjunction with the full text of the Circular published by the Company on 22 July 2015. Definitions used in the Circular shall have the same meanings when used in this announcement unless the context otherwise requires.

David Potter, Chairman of SPARK Ventures said "I am delighted that our shareholders have endorsed our new investment policy by such an overwhelming majority. We much look forward to our new association with Gresham House and the new shareholders who participated in the financing. I am delighted that our founder, Tom Teichman, will remain on Gresham House SPE Investment Committee now that he has stepped down from the Board of SPARK. I would like to thank him, as well as Andy Betton, for many years of great service and inspiration to SPARK"

Anthony Dalwood, CEO of Gresham House said "I am pleased that we have established the initial platform from which to provide the Gresham House strategic public equity investment approach. The private equity approach to public company investments has historically proved to generate superior long term returns, and this team will aim to continue that for SPARK shareholders"

For further information, please contact:

SPARK Ventures plc	David Potter/ Andrew Betton	07711 450 391
Gresham House plc	Anthony Dalwood	020 3837 6272
finnCap	Matt Goode/ Emily Watts	020 7220 0500
Liberum	Peter Tracey/ Neil Elliot/ Clayton Bush	020 3100 2000
Attila Consultants	Charles Cook/ Sorrel Davies	020 7947 4489 or 07710 910563

 

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