Restructure Proposals
The Core Business
("Core" or the "Company")
Details of CVA Proposal and Future Investment Strategy
26 February 2010
In September 2009 the Directors requested the suspension of dealings in the
Existing Ordinary Shares on AIM when the Directors became aware that trading
levels had decreased to a significant extent, as a result of which the Group's
liabilities exceeded its assets.
Proposals
The Board has considered the position of the Company and of the Creditors and
Shareholders.
The Board has been approached by Alfred Henry Corporate Finance, together with
Trafalgar, the Company's largest secured creditor, with proposals under which
the Company is to be used as an investing company quoted on AIM and the
Creditors are to be offered New Ordinary Shares in satisfaction of amounts owed
to them by the Company in order to eliminate the Company's indebtedness and
liabilities and provide it with the requisite solvency to conduct a CVA, to
seek a return to trading on AIM and to fund the associated working capital
requirements. The objective would be to enable Creditors and Shareholders to
recover some value by holding shares in an AIM quoted investing company.
Under the CVA, the Creditors will, in aggregate, be offered a total of 126,741
New Ordinary Shares, which will be divided among Creditors who make a claim
within three months of the date of the CVA being approved. The New Ordinary
Shares to be held by Creditors will represent approximately 15 per cent of the
Enlarged Ordinary Share Capital of the Company.
The Board believes that the restructuring of the capital of the Company (as
described below), combined with the implementation of the Proposals would
enable the Company to be re-admitted to AIM with the prospect of being able to
realise value for Creditors and Shareholders as a result.
By implementing the Proposals, there is a prospect that the Ordinary Shares,
once returned to trading on AIM, may achieve a value that could provide a
better return than would otherwise be available to Creditors and Shareholders.
Subscription for New Ordinary Shares
The Company has entered into an agreement with the New Investors under which,
subject to implementation of the Proposals, 225,471 New Ordinary Shares will be
issued to the New Investors at 0.1p per share for a total subscription price of
£18,353.29. Trafalgar will hold 90,068 and Germinston will hold 135,403 of the
New Ordinary Shares issued to the New Investors. This, together with the
Convertible Notes, will in the view of the Directors and Proposed Directors
provide the Company with sufficient funding to meet its working capital
obligations for the next 12 months.
The Company will, conditional on the implementation of the proposals issue
21,123 New Ordinary Shares to the Nominee at an issue price of 0.1 pence per
share.
The Company will, conditional on the implementation of the Proposals, issue
18,636 New Ordinary Shares to Blomfield at an issue price of 0.1 pence per
share. Blomfield will remain as the Company's Nominated Adviser and RHH will
be appointed as the Company's Broker conditional on the implementation of the
Proposals. SVS Securities plc, the Company's current broker have been given
notice, and will cease to act for the Company with effect from 18 June 2010.
The Company will, conditional on the implementation of the proposals issue
18,636 New Ordinary Shares to Hamlins at an issue price of 0.1 pence per share.
Convertible Notes
Subject to the implementation of the Proposals, Germiston has agreed that it
will subscribe £40,514.50 for Convertible Notes and Trafalgar has agreed that
it will subscribe £41,132.21 for Convertible Notes. The Convertible Notes are
to be interest free, unsecured and repayable on 31 December 2015. A
redemption premium of 20 per cent of the principal amount is to be paid by the
Company on any balance of the Convertible Notes not converted into New Ordinary
Shares within two years of the issue of the Convertible Notes. The noteholders
will have the right to convert any amount of the principal amount of the
Convertible Notes at any time within two years from the date of issue of the
Convertible Notes into New Ordinary Shares at the exercise price of 20 pence
per share. The New Ordinary Shares to be issued on conversion of the
Convertible Notes (assuming full conversion) would amount to 408,234 New
Ordinary Shares representing approximately 9.92 per cent of the Fully Diluted
Share Capital of the Company, as increased by the issue of such New Ordinary
Shares. The Convertible Notes are freely transferable and may be transferred to
new noteholders who will then be able to' exercise the conversion rights
attaching to the Convertible Notes.
New Warrants
The Company has granted to Germiston, conditional on the implementation of the
Proposals, warrants to subscribe for 2,100,000 New Ordinary Shares. These
warrants carry the right to subscribe for New Ordinary Shares at an exercise
price of 0.1p for each New Ordinary Share exercisable at any time within five
years.
The Company has granted to Trafalgar, conditional on the implementation of the
Proposals, warrants to subscribe for 900,000 New Ordinary Shares. These
warrants carry the right to subscribe for New Ordinary Shares at an exercise
price of 0.1p for each New Ordinary Share exercisable at any time within five
years.
The Company has granted to the Nominee, conditional on the implementation of
the Proposals, warrants to subscribe for 126,741 New Ordinary Shares. These
warrants carry the right to subscribe for New Ordinary Shares at an exercise
price of 0.1p for each New Ordinary Share exercisable at any time within five
years.
The Company has granted to RHH, conditional on the implementation of the
Proposals, warrants to subscribe for 56,478 New Ordinary Shares. These warrants
carry the right to subscribe for New Ordinary Shares at an exercise price of
0.1p for each New Ordinary Share exercisable at any time within five years.
The Company has granted to Hamlins, conditional on the implementation of the
Proposals, warrants to subscribe for 56,478 New Ordinary Shares. These warrants
carry the right to subscribe for New Ordinary Shares at an exercise price of
0.1p for each New Ordinary Share exercisable at any time within five years.
The Takeover Code
The Takeover Code is issued and administered by the Panel on Takeovers and
Mergers. The Takeover Code applies to all takeovers and merger transactions,
however effected, where the offeree company is, inter alia, a public company
with its registered office in the UK and whose place of central management and
control is in the UK. The Company is such a company and its shareholders are
entitled to the protections afforded by the Takeover Code.
Under Rule 9, when any person, or group of persons acting in concert, acquires
an interest in shares which, when taken together with shares in which he, or
persons acting in concert with him, are interested, carry 30% or more of the
voting rights of a company which is subject to the Takeover Code, that person
is normally required to make a general offer in cash to all shareholders at the
highest price paid by him, or any person acting in concert with him, within the
12 months preceding the date of the announcement of the offer.
If Germiston were to exercise the conversion rights attached to the Convertible
Notes held by it, and as a result cause its holding of New Ordinary Shares
(together with the New Ordinary Shares held by any persons acting in concert
with Germiston) to reach 30 per cent or more of all of the issued New Ordinary
Shares the requirements of Rule 9 of the Takeover Code ("Rule 9") would be
invoked and Germiston would be required to make a mandatory offer for all of
the remaining New Ordinary Shares in issue. It is envisaged that Germiston is
unlikely to exercise the conversion rights attaching to the Convertible Loan
Notes held by it if as a result it will be required to make a mandatory offer
under Rule 9. Germiston is able to transfer all or part of the Convertible Loan
Notes held by it to other persons who are not acting in concert with Germiston
and those persons may convert the Convertible Loan Notes required by them
without invoking Rule 9 if, as is likely, the Company were to issue further New
Ordinary Shares.
If Trafalgar were to exercise the conversion rights attached to the Convertible
Notes held by it, and as a result cause its holding of New Ordinary Shares
(together with the New Ordinary Shares held by any persons acting in concert
with Trafalgar) to reach 30 per cent or more of all of the issued New Ordinary
Shares the requirements of Rule 9 of the Takeover Code ("Rule 9") would be
invoked and Trafalgar would be required to make a mandatory offer for all of
the remaining New Ordinary Shares in issue. It is envisaged that Trafalgar is
unlikely to exercise the conversion rights attaching to the Convertible Loan
Notes held by it if as a result it will be required to make a mandatory offer
under Rule 9. Trafalgar is able to transfer all or part of the Convertible Loan
Notes held by it to other persons who are not acting in concert with Trafalgar
and those persons may convert the Convertible Loan Notes required by them
without invoking Rule 9 if, as is likely, the Company were to issue further New
Ordinary Shares.
Business strategy of the Company following the Proposals
Assuming the Proposals are implemented, the strategy of the Proposed Directors
will be to seek suitable acquisition opportunities in the natural resources
sector on a worldwide basis. Your Board believes that the Proposed Directors
have relevant experience in identifying and conducting such acquisitions. The
Proposed Directors believe that their broad collective experience in the
proposed sector, in acquisitions, accounting, corporate and financial
management together with their wide industry contacts will enable the Company
to achieve its objectives.
The primary objective of the Company will be to invest its funds in securities
and in business and assets that meet the policies summarised within the
investing policy insofar as they concern asset allocation and risk
diversification. In order to allow shareholders to make an assessment of the
investing policy, the principal features are summarised in this document.
· The Directors may choose to modify or amend the investing policy, either
generally or in relation to any particular investment, but may not do so in a
manner that would materially change the overall objective and risk profile of
the existing investing policy.
· The funds of the Company for the time being, including any additional
funding raised by the Company will be invested by means of the acquisition of
shares and other equity investment instruments or debt securities of the Company
and other corporate entities or directly by acquiring assets, licences or other
rights.
· The Proposed Directors will adopt a strategy of seeking suitable
acquisition and investment opportunities by means of their connections and their
expertise in identifying and conducting such acquisitions. They may also engage
advisers and intermediaries to source suitable opportunities. The Proposed
Directors have experience in the conduct of comparable business and the Company
is considered to have sufficient available working capital to conduct the due
diligence and other preparatory work needed to conduct transactions of this
kind.
· Investment and acquisitions carried out by the Company are likely to
involve the acquisition of substantial interests in the business and assets that
are to be acquired, combined with the introduction of new directors with
executive responsibility for the management of those businesses and assets.
Investments of this kind are likely to be held in the long term with a view to
development and capital growth.
· It is likely that the Company will make a single substantial acquisition or
a series of acquisitions of businesses and assets that are to be combined within
a single grouping. It is not contemplated that maximum exposure limits would be
applied within the investing policy.
· In making acquisitions and investments, the Proposed Directors would expect
to offer the issue of shares in the Company in exchange for the acquisition of
shares, businesses and assets, but would need to satisfy any requirement for
cash consideration or future funding of the resulting group by raising
additional funding by means of placing of shares in the Company and, if
required, by issuing debt securities or incurring borrowings.
· The nature and extent of any borrowings would correspond to the security
provided by the shares, businesses or assets to be acquired.
· The Company would consider cross holdings of shares and other equity
securities in circumstances that would benefit the broader strategy of the
investing policy.
· The Company would not contemplate investments or acquisitions that carry a
high degree of contingent risk or liability that is capable of imposing
financial obligations upon the Company that it could not reasonably expect to
meet. The Company would also not entertain investments or acquisitions that
would cause the Company to cease to be admitted to AIM or listed on any
comparable securities exchange.
The Proposed Directors intend to be involved and active. Accordingly, the
Company is likely to seek participation in the management of the board of
directors of a company in which the Company invests with a view to improving its
performance and use of its assets in such ways as should result in an increase
in the value of such a company. The Proposed Directors hope that the resulting
benefit would provide a satisfactory return to the Shareholders.
In the event no substantial acquisition is made within 12 months of the date on
which the Company's former trading subsidiary, Amirose International Limited,
was placed into liquidation, namely 25 January 2010, in accordance with the AIM
Rules for Companies, trading in the New Ordinary Shares will be suspended and if
no reverse transaction is achieved in the following six months, cancelled.
Directors
Stirling Murray, Matthew Cooper and Melissa Gilmour are to resign from office
immediately following the AGM. It is proposed that Leo Knifton and Nigel Weller
are to be appointed as new directors of the Company and resolutions to appoint
each of them as directors are to be passed at the AGM.
Each of the Directors who are to resign has agreed that they will have no claim
for compensation or otherwise against the Company.
Leo Ernest Vaughan Knifton, Non-Executive Director (Age: 56)
Leo started his career in the City in 1970 as a Stock Jobber and Market Maker
with Pinchin Denny. He became a Member of the London Stock Exchange in 1982 and
is a Fellow of the Securities Institute. In 1990 he formed Fort Knox Property
Services and later Proshore Financial Services Limited, developing the Proshore
business into a significant provider of mortgages and related financial
products. Leo became an Appointed Representative of Alfred Henry Corporate
Finance Limited in 2003 to develop a broad range of services to smaller listed
businesses specialising in restructuring and reverse acquisitions.
William Nigel Valentine Weller (Age: 61)
Nigel Weller began his City career in 1967, gaining a broad range of experience
in stockbroking and investment. He has held senior positions in Bisgood Bishop,
Morgan Stanley and James Capel and was a founder shareholder and managing
director of a brokerage, Javelin Securities. He is a member of the Securities
Institute and the Institute of Directors. He is an appointed representative of
Alfred Henry Corporate Finance Limited and a director of Alltrue Investments
Plc, which is traded on AIM. He has been instrumental in conducting a number of
transactions in which companies have been readmitted to AIM by means of a CVA,
and have subsequently made acquisitions of substantive businesses.
The Proposed Directors have specific experience of the sectors in which the
Company is proposing to seek acquisitions. They also have experience of making
acquisitions and they will use this experience to identify appropriate targets,
carry out due diligence and negotiate acquisitions. They will be able to call
on independent expertise in those sectors. They will not be drawing any
remuneration until the Company makes an acquisition.
In addition to their proposed directorships of the Company, the Proposed
Directors hold or have held the following directorships or have been partners in
the following partnerships within the five years prior to the date of this
letter.
Leo Ernest Vaughan Knifton, Non-Executive Director (Age: 56)
Current Directorships: Previous Directorships:
Adeste Investments Limited Adeste Management Services Plc
Alltrue Investments Plc Allura Plc
Aspartus Plc Caplay Plc
Award International Holdings Plc Coms Plc
Beaufort Nominees Limited Debts Plc
Corealm Limited lcan Nano Limited
First Carbon Holdings Limited I-can Nano Europe Limited
Fort Knox Property Services Information Exchanqe Limited
Limited
Hanseatic & Baltic Properties LP Hill Plc
Plc
Invest Easy Limited Kudos Aviation Limited
Laurence Limited Nostra Terra Oil and Gas Company
Plc
Ovidia Investments Plc Specs and Lenses Limited
PNC Telecom Plc Timestrip Plc
Resurge Limited
S4T Plc
SBS Group Plc
Scatho Limited
Sim Travel Limited
Tricor Plc
Wellchalk Limited
William Nigel Valentine Weller (Age: 61)
Current Directorships: Previous Directorships:
Alltrue Investments Plc Bezant Resources Plc
Aspartus Plc Fort Knox Property Services
Limited
Beaufort Nominees Limited Kleenair Systems International
Plc
ChalkweIl lnvestments Limited Timestrip Plc
Corealm Limited
Falcon Securities Holdings
Limited
Falcon Securities (UK) Limited
Hanseatic & Baltic Properties
Plc
Ican Nano Limited
I-Can Nano Europe Limited
Invest Easy Limited
Laurence Limited
LP Hill Plc
Montague Pitman Stockbrokers
Limited
NP Nominees Limited
NWD Nominees Limited
Oakgate Limited
SBS Group Limited
SIM Travel Limited
Scatho Limited
Wellchalk Limited
Montague Pitman Stockbrokers Limited ("MPS") and its subsidiary Falcon
Securities UK Limited ("Falcon UK") were both placed into administration on 27
January 2010. William Antony Batty and Stephen John Evans of Antony Batty &
Company LLP have been appointed as administrators of both companies.
MPS and Falcon UK are both stock broking businesses, regulated by the Financial
Services Authority, which have traded successfully for a number of years. As a
result of the recent difficult trading conditions, to avoid the possibility of
unlawful trading the directors of MPS have decided to place MPS into
administration and as a consequence Falcon UK has also been placed into
administration
There is no further information required to be disclosed in accordance with
Schedule 2(g) to the AIM Rules for Companies.
Capital Re-organisation
It is proposed that, as a first step each of the 253,482,454 issued Existing
Ordinary Shares are to be sub-divided into 1,267,412,270 New Ordinary shares of
£0.001 each.
Each 29,999 New Ordinary Shares are then to be consolidated into one deferred
share of £29.999 credited as fully paid up, leaving 42,247 issued New Ordinary
Shares.
The Deferred Shares shall have the special rights, and shall be subject to the
restrictions, set out in the New Articles of Association which, it is proposed,
will be adopted pursuant to the Resolutions. The Deferred Shares will carry
negligible value and will not be admitted to trading.
The Resolutions to carry out the proposed Capital Re-organisation are to be put
to Shareholders at the Annual General Meeting convened by the enclosed Notice.
If the Proposals are not approved by Shareholders it is likely that the Company
will be subject to insolvent liquidation as there are insufficient assets to
repay the Creditors. In this situation it is likely that there will be no
returns to Shareholders.
Following the Capital Re-organisation share certificates in respect of Existing
Ordinary Shares will no longer be valid. New Share Certificates for New
Ordinary Shares will be issued following the Capital Re-organisation
representing the New Ordinary Shares or in the case of uncertificated holders,
Euroclear UK and Ireland Limited will be instructed to credit the CREST
participant's account with New Ordinary Shares. No Certificates will be issued
in respect of the Deferred Shares. No fractional payments will be made.
In respect of the Existing Warrants, as a result of the Capital Re-
organisation, the Existing Warrants will entitle the holder to acquire one New
Ordinary Share on exercise of their subscription rights for every 6,000
Existing Ordinary Shares that would be acquired on exercise of their
subscription rights prior to completion of the Capital Re-organisation.
Further, the applicable exercise price of the Existing Warrants after the
Capital Re-organisation will be equal to the exercise price applicable prior to
the Capital Re-organisation multiplied by 6000.
Adoption of New Articles of Association and Change of Name
It is proposed that New Articles of Association are adopted to replace the
Existing Articles of Association in order to reflect the provisions of the
Companies Act 2006 and the Capital Re-organisation.
It is further proposed that the name of the Company is to be changed to
Chalkwell Investments Plc.
Annual General Meeting
The Annual General Meeting of the Company is to be held on 23 March 2010 at
which the Resolutions will be proposed to approve the CVA, to appoint the
Proposed Directors, to restructure the share capital, to give the directors
authority to issue the New Ordinary Shares, to adopt the New Articles of
Association and to change the name of the Company. An application will be made
for the shares to resume trading on AIM subject to the approval of the
Resolutions.
The Resolutions that are to be proposed at the AGM can be summarised as
follows:
Resolution 1 - To receive and adopt the Report and Accounts for the year
ended 31 May 2009
This resolution is to be proposed at the AGM as an ordinary resolution to
receive the report and accounts of the Company for the year ended 31 May
2009 and the report of the auditors thereon.
Resolution 2 - To reappoint auditors
This resolution is to be proposed at the AGM as an ordinary resolution to
re-appoint Jeffreys Henry LLP as auditors of the Company to hold office
until the conclusion of the next annual general meeting of the Company at
which accounts are laid before the Company and authorise the directors to
determine Jeffreys Henry LLP's remuneration as auditors.
Resolution 3 - To approve the CVA
This resolution is to be proposed at the AGM as an ordinary resolution for
the Shareholders to approve the CVA.
Resolution 4 - To approve the Company's Business Strategy
This resolution is to be proposed at the AGM as an ordinary resolution for
the Shareholders to approve the Company's Business Strategy.
Resolution 5 - To appoint Leo Knifton as a Director
This resolution is to be proposed at the AGM as an ordinary resolution to
appoint Mr Knifton as a Director.
Resolution 6 - To appoint Nigel Weller as a Director
This resolution is to be proposed at the AGM as an ordinary resolution to
appoint Mr Weller as a Director.
Resolution 7 - To approve the Capital Re-organisation
This resolution to be proposed at the AGM is an ordinary resolution to:
· sub-divide each of the issued ordinary shares of £0.005 each into 5 New
Ordinary Shares of £0.001 each.
· consolidate each 29,999 of the New Ordinary Shares in the capital of the
Company into one Deferred Share of £29.999. Accordingly, as a result, for each
6000 Ordinary Shares of £0.005 held at present, you will hold one New Ordinary
Share of £0.001 and one Deferred Share of £29.999, but the Deferred Shares will
have negligible value;
Resolution 8 - To authorise the Directors pursuant to section 551 of the
Companies Act 2006 to allot relevant securities
With regard to Resolution 8, the Companies Act 2006 requires that the
authority of the Directors to allot relevant securities should be subject
to the approval of Shareholders in general meeting or to an authority set
out in the Company's Articles of Association.
Resolution 8 will be proposed at the AGM as an ordinary resolution to
authorise the Directors to allot unissued shares of the Company to the
New Investors, on conversion of the Convertible Notes, on exercise of the
New Warrants and otherwise up to a total nominal value representing
1,000,000,000 New Ordinary Shares. This authority will expire on the
earlier of five years after the passing of the resolution or at the
Company's next annual general meeting.
Resolution 9 - To disapply the statutory pre-emption rights under section
571 of the Companies Act 2006.
The Companies Act 2006 requires that any equity shares issued wholly for
cash must be offered to existing Shareholders in proportion to their
existing holdings unless otherwise approved by Shareholders in general
meeting or accepted under the Company's articles of association.
Accordingly, a special resolution (resolution 9) will be proposed at the
AGM to vary the Directors' authority to allot equity shares for cash
other than on a pro rata basis. This authority will expire on the earlier
of five years after the passing of the resolution or at the Company's
next annual general meeting.
Resolution 10 - To adopt New Articles of Association
We are asking Shareholders to approve the adoption of New Articles of
Association to replace the Existing Articles of Association and to reflect
the provisions of the Companies Act 2006 and the Capital Re-organisatlon.
An explanation of the main changes to be introduced by the New Articles of
Association is set out at the rear of this document.
A copy of the Existing Articles of Association and of the New Articles of
Association will be available for inspection at the offices of Hamlins
LLP, Roxburghe House, 273/287 Regent Street, London W1B 2AD between the
hours of 10 a. m. and 12 noon on any weekday (Saturdays, Sundays and
public holidays excepted) up to and including the date of the Annual
General Meeting).
Resolution 11 - To change the name
It is proposed that the name of the Company is to be changed to 'Chalkwell
Investments Plc'.
ENDS
For further information, please contact:
The Core Business PLC www.thecorebusiness.co.uk
Stirling Murray, Chief Executive 020 8559 8244
Blomfield Corporate Finance Ltd (Nomad)
Nick Harriss/Emily Staples 020 7444 0800
Antony Batty & Company LLP (CVA Nominee)
Antony Batty 020 7831 1234
DEFINITIONS
The following definitions apply throughout this document unless the context
requires otherwise:
"AIM" AIM, a market operated by the London
Stock Exchange plc;
"Annual General the Annual General Meeting of the
Meeting" or "AGM" Company convened for 11.00 a.m. on 23
March 2010 to approve the Resolutions,
or any adjournment of it;
"Blomfield" Blomfield Corporate Finance Limited, the
Nominated Adviser of the Company;
"Board" the directors of the Company, whose
or "Directors" names are set out on page 6 of this
document;
"Business Strategy" the investing strategy of the Company as
set out in this document in the
paragraph headed "Business Strategy of
the Company following the Proposals";
"Capital the proposed sub-division and
Re-organisation" consolidation of the Existing Ordinary
Shares pursuant to the Resolutions as
described in this document;
"Company" The Core Business Plc;
"Convertible Notes" the £40,514.50 convertible unsecured
loan notes 2015 of the Company to be
issued to Germiston and the £41,132.21
convertible unsecured loan notes of the
Company to be issued to Trafalgar as
described in this document;
"Creditors" existing creditors of the Company,
including those creditors of other
members of the Group that are to be
treated as creditors of the Company
under the terms of the CVA;
"CVA" the proposed company voluntary
arrangement of the Company as further
described in this document;
"Deferred Shares" the deferred shares of £29.999 each in
the capital of the Company to be created
as part of the Capital Re-organisation;
"Enlarged Ordinary the issued ordinary share capital of the
Share Capital" Company consisting of the New Ordinary
Shares in issue following the Capital Re-
organisation, the New Ordinary Shares to
be issued to Creditors under the CVA and
the New Ordinary Shares to be issued to
the New Investors and to Blomfield, the
Nominee and Hamlins as described in this
document;
"Existing Articles of the articles of association of the
Association" Company in force at the date hereof;
"Existing Ordinary the Ordinary Shares of £0.005 in issue
Shares" at the date of the AGM;
"Existing Warrants" warrants in respect of Existing Ordinary
Shares in existence as at the date of
this document;
"Form of Proxy" the form of proxy for use by
Shareholders at the AGM;
"Fully Diluted Share the potential enlarged ordinary share
Capital" capital of the Company assuming full
exercise of all of the New Warrants and
conversion of all of the Convertible
Notes;
"Germiston" Germiston Investments Limited, a company
registered in the British Virgin Islands
under company number 2402;
"Group" the Company and its wholly owned
subsidiary, Amirose International
Limited;
"Hamlins" Hamlins LLP of Roxburghe House, 273/287
Regent Street, London W1B 2AD;
"New Articles of the articles of association of the
Association" Company proposed to be adopted at the
Annual General Meeting (a copy of which
is available from the offices of Hamlins
LLP, Roxburghe House, 273/287 Regent
Street, London W1B 2AD between the hours
of 10 a.m. and 12 noon on any weekday
(Saturdays, Sundays and public holidays
excepted) up to and including the date
of the Annual General Meeting);
"New Investors" Germiston, Trafalgar and other investors
that have agreed to subscribe for New
Ordinary Shares following the CVA;
"New Ordinary Shares" ordinary shares of £0.001 each in the
capital of the Company following the
Capital Re-organisation;
"New Warrants" the warrants in respect of up to
3,239,697 New Ordinary Shares
exercisable at £0.001 per share to be
issued to Germiston, Trafalgar, the
Nominee, RHH and Hamlins LLP as
described in this document.
"Nominee" Antony Batty of Antony Batty & Company
LLP, the proposed nominee under the CVA;
"Notice" the notice convening the AGM set out in
this document;
"Proposals" the CVA, the Capital Re-organisation,
the Resolutions and other proposals set
out in this document;
"Proposed Directors" Leo Knifton and Nigel Weller;
"Resolutions" the ordinary and special resolutions to
be proposed at the AGM set out in the
Notice;
"RHH" Religare Hichens Harrison plc, the
proposed Broker to the Company and
parent company of Blomfield;
"Shareholders" the holders of ordinary shares in the
capital of the Company whether Existing
Ordinary Shares or New Ordinary Shares;
and
"Trafalgar" Trafalgar Capital Specialised Investment
Fund FIS acting by its general partner,
Trafalgar Capital SARL.