Fundraising and change of activity

RNS Number : 2274J

SocialGO plc

15 July 2013

 



15 July 2013

SOCIALGO PLC

FUND RAISING, CHANGE OF FOCUS TO CREATE SHAREHOLDER VALUE

The board of SocialGO Plc ("SocialGO" or "Company") is pleased to announce that the Company has conditionally raised £200,000 (before expenses) of additional working capital and is to change its operational focus with a view to creating greater shareholder value.

On 3 May 2013 SocialGo announced the appointment of Oliver Cooke as executive chairman with a mandate to review the Company's existing operations and to consider options for delivering greater value to shareholders.  The Company has now sent a circular to shareholders setting out its proposals following this review which, if implemented, would result in the Company divesting its existing operations to its shareholders and becoming an Investing Company and is convening a general meeting to consider a resolution to enact its proposals to be held at 11:00am on 29 July 2013 ("General Meeting").

BACKGROUND

The Company's ordinary share capital was admitted to trading on AIM on 30 April 2004. The principal objectives of the Company's listing on AIM were to assist the development of the business by raising its profile with suppliers and customers alike and to provide it with access to development capital as the business grew.  Unfortunately in the intervening period, despite significant injections of new capital, the business, in a number of commercial guises, has not flourished and, despite various initiatives to reduce the operating cost of the Company, the raising of further working capital is now considered to be impractical.

In the circumstances, the Directors no longer feel able to justify the costs associated with being a part of a publicly quoted entity and have resolved to move the Group's trading operations into a lower cost private company environment.

DIVESTMENT AND BOARD CHANGES

Subject to approval by Shareholders at the General Meeting, the Company has agreed to sell SocialGO IH Limited, which is the intermediate holding company for all of the Group's operating subsidiaries, to DWAV Limited, a newly incorporated company formed for the purpose of the Divestment and to be owned by the current shareholders of SocialGO ("Shareholders"), for a nominal consideration of £1.

As an integral part of the transaction DWAV's initial shareholder has undertaken to the Company that he will immediately gift (for nil consideration) all of the shares in DWAV to Shareholders in such proportion as will result in their holding the same proportion of the issued share capital of DWAV as they hold in the Company on 29 July 2013, being the day of the General Meeting ("Record Date").  In this manner, Shareholders will maintain an identical ownership interest in the Company's business, which in future will operate in a lower cost private company environment. Shareholders will also retain their original holding in the Company and may benefit from its future investing activities.

Furthermore, all historic inter-company account balances between the Company and its subsidiaries will be forgiven and all of the Directors, other than Oliver Cooke, Dominic Wheatley and William Lord Astor will resign from the board of the Company without compensation for loss of office and will join the DWAV's Board. Oliver Cooke will remain on the Company's board as Executive Chairman and both Dominic Wheatley and William Lord Astor will remain as Non-executive directors. Following completion of the Proposals, the Company will no longer hold any operating assets and will be an Investing Company with the risks associated therewith.

Under the AIM Rules the Divestment is considered to be a transaction with a related party as DWAV is currently owned and controlled by Dominic Wheatley, a director of the Company. The Directors, other than Dominic Wheatley who is conflicted from giving an opinion, having consulted the Company's nominated adviser Northland Capital Partners Limited, consider that the terms of the Divestment are fair and reasonable insofar as Shareholders are concerned.

INVESTING POLICY

On completion of the proposed divestment, the Company will have disposed of all of its trading businesses and therefore under Rule 15 of the AIM Rules it will be re-classified as an Investing Company and will be required to adopt an Investing Policy, which must be approved by Shareholders.

The Company's proposed Investing Policy is that the Company will either acquire or invest in a business or businesses which have some or all of the following characteristics:

* strong management with a proven track record;

* ready for investment without the need for material re-structuring by the Company;

* generating positive cash flows or imminently likely to do so;

* via an injection of new finances or specialist management, the Company can enhance the prospects and therefore the future value of the investment;

* able to benefit from the Director's existing network of contacts; and

* the potential to deliver significant returns for the Company.

The Company will initially focus on opportunities within the financial services sector located in the United Kingdom but may consider investments in other sectors or in other geographical regions that the Directors have expertise in.

Moreover, the criteria set out above are not intended to be exhaustive and the Directors may make an investment which does not fulfil any or all of the investment criteria if they believe it is in the best interests of Shareholders as a whole.  Whilst the Directors will be principally focused on making an investment in private businesses, they would not rule out investment in listed businesses if this presents, in their judgment, the best opportunity for Shareholders.

The Directors believe that their broad collective experience together with their extensive network of contacts will assist them in the identification, evaluation and funding of appropriate investment opportunities. When necessary, other external professionals will be engaged to assist in the due diligence on prospective targets and their management teams. The Directors will also consider appointing additional directors with relevant experience if required.

The Directors recognise that the Investment Policy outlined above carries a certain degree of risk, but they believe that the successful implementation of the strategy may result in strong capital growth for Shareholders.  The Company's new Investing Policy will be led by Oliver Cooke who has significant experience in support services, software, technology and financial services and the Company will identify and invest in or acquire one or more businesses within these sectors.

PLACING

The Company has conditionally raised £200,000 (before expenses) of additional working capital through a placing of 400,000,000 new ordinary shares ("Placing Shares") at a price of 0.05 pence per share ("Placing Price"). The Placing Price represents a discount of approximately 80 per cent. to the closing mid-market price of 0.25 pence per Ordinary Share on 11 July 2013, being the last business day prior to this announcement. The Placing Shares will represent approximately 44.4 per cent. of the Enlarged Share Capital.

Oliver Cooke, Dominic Wheatley and William Lord Astor have agreed to subscribe £10,000, £20,000 and £25,000 respectively as a part of the Placing.

The Placing has not been underwritten and is conditional, inter alia, upon the Resolution being passed at the General Meeting.  Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM and dealings are expected to commence at 8:00 a.m. on 30 July 2013.

The funds raised will be applied to cover due diligence and other transaction costs associated with potential acquisitions and otherwise to provide working capital for the Company.  In addition the Company has agreed to issue a further 35,000,000 New Ordinary Shares to professional advisers as settlement for fees and expenses.

SHARE REORGANISATION

Under the Companies Act 2006 a company is unable to issue shares at a price which is less than their par value.  The par value of the Company's existing ordinary shares is 1 pence ("Existing Ordinary Shares"), and the current market price as at close of trading on 11 July 2013 (being the last practicable date prior to publication of this document) was 0.25 pence.

It is therefore proposed that, in order for the Placing to be carried out, each of the Existing Ordinary Shares will be sub-divided into one ordinary share of 0.01 pence each ("New Ordinary Share") and one deferred share of 0.99 pence each ("A Deferred Share").

New Ordinary Shares will retain all of the rights attaching to Existing Ordinary Shares. A Deferred Shares have no voting rights, no dividend rights and highly restricted rights of distribution upon a winding up of the Company. They are in effect of no commercial value.

The percentage of New Ordinary Shares held by each Existing Shareholder following the Reorganisation will be the same as the percentage of Existing Ordinary Shares held by them on the Record Date, but this proposal will allow future share issues to take place, assuming that the share price of the Company does not fall below the new par value.

In the event that the Reorganisation is approved it will be necessary to amend the Existing Articles to include the rights attaching to the A Deferred Shares.  The New Ordinary Shares will retain the Existing Ordinary Share's ISIN number and existing share certificates will remain valid.

SERIOUS LOSS OF CAPITAL

On 7 June 2013, the Company released its audited accounts for the year ended 31 December 2012. These accounts revealed that the Company's net assets had fallen to £342,000, which sum was less than half of the £7,277,000 nominal value of its issued share capital at that date. Under the provisions of Section 656 of the Companies Act 2006 such a position constitutes a serious loss of capital, which requires shareholders to be informed and a general meeting of the Company to be convened in order that shareholders may have an opportunity to consider the future direction of the Company.  The serious loss of capital will be considered at the General Meeting.

CHANGE OF NAME

In light of the divestment of the SocialGo trading businesses and the Company's investing activities it is proposed that the Company's name be changed to Tavistock Investments plc.

CREATION OF INCENTIVE SHARE CLASS

To provide an incentive for those whose focus will be on the development of a new business within the Group and the creation of value for Shareholders it is proposed that a new class of shares, A Ordinary Shares, be created for subscription by them.

The number of A Ordinary Shares will be limited to 10,000,000 and they will have the same nominal value and subscription price as the Placing Shares. They will not be admitted to trading on AIM and will have no voting or other rights except that on 31 July 2016, subject to prior achievement of a performance hurdle, they will convert as a class of shares into such number of fully paid New Ordinary Shares as shall equate to 10% of the share capital of the Company at that date, as enlarged by such conversion.

In the event that a takeover offer is made for the Company prior to 31 July 2016, that is subsequently declared unconditional, or that any other change of control event occurs, the requirement to meet the Performance Hurdle will lapse and conversion of the A Ordinary Shares into ordinary shares will take place immediately.

GENERAL MEETING

At the General Meeting, a resolution will be proposed as a special resolution, requiring a 75% majority of those voting to pass the resolution, to implement the following:

i. The approval of the Divestment for the purposes of the AIM Rules;

ii. The approval of the Investing Policy;

iii. The approval of the share reorganisation;

iv. The grant of authority to the Directors to allot shares for cash without first offering them to existing Shareholders in proportion to their existing shareholdings up to a maximum nominal amount of £450,000, to enable the Company to implement the proposed Investing Policy;

v.   The creation of the A Ordinary Shares;

vi. The adoption of amended articles of association for the Company to enact various elements of the proposals above; and

vii. The change of the Company's name to Tavistock Investments plc.

The Resolution is being proposed as a single special resolution, rather than as a series of separate resolutions, as the Proposals are inter-conditional to a material extent.

For further information:

SocialGO plc

Oliver Cooke, Executive Chairman                                   Tel:  [phone]

www.socialgoplc.com

Northland Capital Partners Limited

William Vandyk/Matthew Johnson                                   Tel: [phone]

Peterhouse Corporate Finance Limited

Jon Levinson/Lucy Williams/Eran Zucker                          Tel: [phone]

 

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