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Three's A Crowd Plc (TACP)

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Friday 17 December, 2010

Three's A Crowd Plc

Notice of AGM


                                                                       17/12/10

                              Three's A Crowd Plc                              
                     ("Three's A Crowd" or "The Company")                      

                       Notice of Annual General Meeting                        

 Proposed Disposal of Assets, Capital Reorganisation, Board Changes, Change of 
                   Name, New Investment Strategy and Placing                   

The Company announces today that, subject to Shareholders' approval, the
Company has entered into a conditional agreement to dispose of certain assets
(including the Company's name) together with certain liabilities of the
Company, to Fire Global Media Limited ('FIRE'), a private limited company 
owned by two of the Company's existing directors Mr. Mark Emms and Mrs. Melissa
Gilmour (the "Consortium"). The principal terms of the agreement are set out 
below. As a result of the Consortium's involvement in both the Company and the 
Disposal, the transaction will constitute a related party transaction under the
PLUS Rules and it is also deemed to be a disposal resulting in a fundamental
change of business for the purpose of PLUS Rule 57, with the result that the
transaction is subject to Shareholder approval.

If the Resolutions are approved and following completion of the winding up of
Three's A Crowd Online Ltd, as announced on 23 July 2010, the Company will
become an investment vehicle under the PLUS Rules. The Company's Investment
Strategy is intended to be a generalist one with no specific sector, national
or regional focus. The Company may be either an active investor and acquire
control of a single company or it may be a passive investor and acquire
non-controlling shares or other assets or businesses.

A notice of the Annual General Meeting, convened for 10 January 2011 at 10
a.m., at the offices of Rivington Street Corporate Finance, 3rd Floor, 3 London
Wall Buildings, London Wall, London, EC2M 5SY, was sent today to Shareholders.
The Notice provides Shareholders with the background to and the reasons for the
proposed disposal of assets, the intention to undertake a reorganisation of the
share capital of the Company, make changes to the Company's board of directors,
name and investment strategy, complete a placing of New Ordinary Shares and to
explain why the Directors consider these proposals to be in the best interests
of the Company and the Shareholders as a whole and why they recommend that
Shareholders should vote in favour of the Resolutions to be proposed at the
Annual General Meeting. A copy of the Company's Report and Accounts for the
year to 30th November 2009 was included with the notice.


Three's A Crowd

The Company was originally established as a holding company to further develop
the Three's A Crowd brand as an events management and online lifestyle
magazine.

Although Three's A Crowd has been successful in establishing itself in the
events management market, the market has undergone significant change in recent
years. The online lifestyle magazine proved difficult to monetise and as a
result of the current economic climate, the Company has found it increasingly
challenging to generate substantially enough revenues to justify being a
publicly quoted company. Following the Company's disposal of its interest in
Smoking Gun Design Limited in November 2009 and the dissolution of the
Company's subsidiary, Three's A Crowd Online, the Company undertook a review of
the future direction of the group. This review has highlighted the continuing
value of the Three's A Crowd brand name but confirmed that the Company is in no
position to derive such value in view of its current financial position.
Accordingly, after careful consideration of the limited number of options
available, the Company has agreed to sell certain assets of the Company,
including the Company name, to FIRE, a company controlled by the Consortium.

The current and past subsidiaries of the Company are as follows:

Subsidiary                             Status                                
                               
Three's A Crowd Events Ltd             Active                                                                  
Three's A Crowd Online Ltd             Dissolved 02/11/2010                                                      
Feast Films Ltd                        Dissolved 09/03/2010                                                 
Smoking Gun Design Ltd                 Sold 04/11/2009                       


Principal Terms of the Disposal

On 16 December 2011, the Company entered into the Disposal Agreement with FIRE,
a related party for the purposes of the PLUS Rules. Pursuant to the terms of
the Disposal Agreement, FIRE has agreed to acquire certain assets from the
Company, including Three's A Crowd Events Limited ("Events Limited") and the
name "Three's A Crowd" (together the "Disposal") in return for assuming all
liabilities in Events Limited and certain liabilities in the Company (the
"Consideration").

The Company has accumulated debts to HMRC as a result of unpaid VAT and PAYE
amounting to £41,216 (the "HMRC Debt"). The Directors of the Company have
initiated discussions with HMRC in order to novate the HMRC Debt to FIRE. As
part of the Disposal Agreement it has been agreed that, in the event that HMRC
agrees to novate the HMRC Debt, the Company will pay a further £20,000 in cash
to FIRE. In the event that the HMRC Debt cannot be novated, the £20,000 payment
will not be made and in addition the Consortium will surrender its holding of
15,600,000 shares in Three's A Crowd to parties nominated by the Company.

Without accounting for the HMRC Debt, the Consideration includes the transfer
of approximately £55,000 of liabilities. Of the total liabilities, £6,132 are
owed to Events Limited and £7,528 are owed to Mark Emms, a Director of the
Company.

Completion pursuant to the Disposal Agreement is conditional upon (i) the
Resolutions being passed at the Annual General Meeting and (ii) the execution
of the required documentation to complete the transfer of the Company's
obligations to repay the amounts owed.

Pursuant to the terms of the Disposal Agreement none of the current employees
shall remain with the Company.

Debt Settlement

In order to enable the Company to be in a position to take advantage of the
various opportunities in the market, the Directors believe it is necessary to
settle all outstanding debts (the "Debt Settlement"). Following lengthy
discussions with the trade creditors of the Company, it has been agreed that
the following parties shall be issued with New Ordinary Shares in lieu of fees
owed to them on the basis of the following amounts, subject to the effect of
the Share Capital Reorganisation (as defined below):

Creditor                               Amount Due      New Ordinary Shares 
                                                                           
Acomptare                              £3,750          75,000              
                                                                           
Dowgate Capital Stockbrokers           £5,321          106,420             
                                                                           
Rivington Street Holdings Plc          £10,403         208,060             
                                                                           
Total                                  £19,474         389,480             

Share Reorganisation

The Act prohibits the Company from issuing ordinary shares at a price below
their nominal value. The price at which the Company has been able to raise
additional capital is less than the current nominal value of its Existing
Ordinary Shares. Accordingly, it will be necessary to reorganise the share
capital of the Company (the "Share Capital Reorganisation") to allow the
Placing to take place at the proposed placing price.

Immediately prior to the AGM the Company will have 78,064,500 Existing Ordinary
Shares in issue. Resolutions 5 and 6, to be proposed at the Annual General
Meeting, propose that the Existing Ordinary Shares of 0.5p each in nominal
value will be consolidated into Consolidated Ordinary Shares with a nominal
value of 5p each on the basis of 1 Consolidated Ordinary Share for every 10
Existing Ordinary Shares. The 7,806,450 Consolidated Ordinary Shares of 5p each
in nominal value will then be subdivided into 7,806,450 New Ordinary Shares of
0.25p each in nominal value and 7,806,450 Deferred Ordinary Shares of 4.75p
each in nominal value.

The New Ordinary Shares of 0.25p each so created will continue to carry the
same rights as attach to the Existing Ordinary Shares of 0.5p each (save for
the reduction in nominal value). The Deferred Ordinary Shares will be
transferable only with the consent of the Company and will not be admitted to
trading on PLUS (or any other investment exchange). The Deferred Ordinary
Shares will have the rights set out in the paragraph entitled Adoption of New
Articles overleaf and the Directors consider the Deferred Ordinary Shares so
created to be of no economic value.

Proposed Investment Strategy

Following the Disposal, the Company will have no remaining trading business.
Post-completion, it is the intention of the new Board of the Company to
undertake a further fund-raising in the near future to provide additional
working capital for the Company. The Company will be classified under the PLUS
Rules as an investment vehicle, and shareholders will be asked to approve a new
investment strategy at the Annual General Meeting.

The Company's investment strategy is intended to be a generalist one with no
specific sector, national or regional focus. The Directors intend to focus on
individual investment and acquisition opportunities rather than build a
portfolio of investments.

The Directors believe that they have corporate management and acquisition
experience and intend to utilise their skills and experience in making
acquisitions and applying management techniques to improve the performance of
any acquisitions.

The Company will seek acquisitions which would generally fit some or all of the
following criteria, namely:

  * which provide a strategic fit;
   
  * which have significant asset or intellectual property value and should have
    opportunities for consolidation or further development;
   
  * where a large part of the consideration could be satisfied by the issue of
    Ordinary Shares or other securities in the Company; and
   
  * where any investment can potentially generate capital uplift for its
    shareholders.
   
Such acquisitions could include companies in which the Directors are
shareholders and in which they may also exercise control, collectively or
individually.

On an exceptional basis the Directors will also consider loss-making targets
where, in their opinion, there is a clear opportunity to develop a profitable
business.

Change of Directors

In accordance with the proposed investment strategy of the Company it is
proposed pursuant to Resolutions 8 and 9 to appoint Tom Kristensen as Executive
Chairman and Michael Mathiesen as Non Executive Director of the Company.
Melissa Gilmour, Mark Emms and Stewart Morris, will resign as Directors of the
Company on Completion. Subject to the passing of Resolutions 8 and 9,
immediately following Completion, the Board will consist of Tom Kristensen, and
Michael Mathiesen.

Tom is an experienced corporate financier and was until recently CFO of
Plymouth Argyle FC, in which capacity he was involved in the restructuring of
the club and the substantial property development projects in relation to its
World Cup Bid. Prior to that he was Investment Director at Pre-X Capital
Management Limited, a small city based Private Equity firm. Previously Tom has
been involved in setting up a Scandinavian based Microcap buy-out fund, having
spent 8 years as an equity analyst focusing on the Technology sector working at
Investec and KBC Peel Hunt, where he had responsibility for a significant
number of IPOs and secondary fund raisings for Small and Mid Cap businesses.
Earlier in his career, Tom spent a number of years in Banking and Consulting,
and he holds an MBA from Cass Business School as well as an MSc in
International Banking and Finance.

Tom Kristensen holds or has held the following directorships or has been a
partner in the following partnerships within the five years prior to the date
of this announcement.

Current Directorships / Partnerships     Past Directorships                
                                                                           
Clear Water Corporation Limited          Obsido Securities Limited         
                                                                           
Interstone Properties Limited            Filtered Limited *                
                                                                           
Silk Route Resources Limited             Petrocapital Resources Plc        
                                                                           
Digprint Limited**                       Scout Media Network Limited       
                                                                           
Primary Leisure Limited                  Gnogh Limited                     
                                                                           
                                         Obsido Capital Mgt Limited        
                                                                           
                                         Ecovista plc (previously allura)  

* Tom resigned as a director of Filtered Limited in December 2007. On 18th
February 2008 the creditors of Filtered Limited petitioned for the company to
be wound up. The winding up was completed by the Official Receiver in March
2009 with an estimated loss to creditors of £75,000.

** Tom is a Director of Digprint Limited (in his capacity as Investment
Director of Pre-X and on behalf of the Axcess Fund), which was put into
Voluntary Administration on January 2010. The company was placed into
administration with approx. £80,000 in creditor losses.

Michael is an entrepreneur, with a wealth of management experience, from both
an operational and financial viewpoint, mainly in the Technology Sector. From
2004 to 2008 Michael was CEO of Cellpoint, a quoted Swedish consumer
electronics business, where he turned the business around by restructuring and
focusing the product portfolio. Prior to this, he founded and successfully ran
a major Scandinavian Venture Capital fund, 2M. During this time Michael also
held a number of high profile directorships for investment funds and public
companies.

Michael Mathiesen holds or has held the following directorships or has been a
partner in the following partnerships within the five years prior to the date
of this announcement.

Current Directorships /            Past Directorships                      
Partnerships                                                               
                                                                           
7 Star Invest Limited (United      Cellpoint AB (Sweden)                   
Kingdom)                                                                   
                                   Mandag Morgen A/S (Denmark)             
CLC A/S (Denmark)                                                          
                                   2M Management Limited (United Kingdom)  
AM Finans A/S (Denmark)                                                    
                                   Cellpoint Mobile Limited (United        
Telcom Danmark A/S (Denmark)       Kingdom)                                
                                                                           
ROD Holding Inc (Liberia)          Scan Finance (UK) Limited (United       
                                   Kingdom)                                
ROD Machinery Inc (Liberia)                                                
                                                                           

Change of Name

As described in the paragraph entitled "Principal Terms of the Disposal" the
Company has agreed to sell certain assets of the Company to FIRE including the
rights to the name "Three's A Crowd". Accordingly the Company has agreed to
change the name of the Company to Chapmore plc. Resolution 10 is proposed for
the purposes of obtaining shareholder approval for the proposed new name of the
Company.

Adoption of New Articles

In order to effect the Subdivision, which is more fully described in the
paragraph entitled "Share Reorganisation" the Company needs to create a new
class of share, the Deferred Ordinary Shares. Resolution 11 proposes the
adoption of new articles of association ("New Articles") to create a new class
of share, the Deferred Ordinary Share. The Deferred Ordinary Shares will not be
admitted to trading on PLUS (or any other investment exchange) and will carry
no rights to participate in the profits of the Company. On a return of capital
in a winding up or dissolution of the Company the holders of Deferred Ordinary
Shares will be able to participate in the distribution of assets of the Company
pari passu with the holders of Ordinary Shares but only in respect of any
excess of those assets above £1,000,000,000,000. The Deferred Ordinary Shares
will carry no rights to attend any general meeting of the Company or speak or
vote at any such meeting. In addition, the Company will have the irrevocable
authority at any time to: (a) appoint any person to execute on behalf of any
holder of Deferred Ordinary Shares a transfer of all or any part thereof to any
person as the Directors determine; (b) purchase all or any of the Deferred
Ordinary Shares for an amount equal to one pence in aggregate; (c) for the
purposes of (b) to appoint any person to execute on behalf of a holder of
Deferred Ordinary Shares a contract for sale; and (d) to cancel all or any of
the Deferred Ordinary Shares purchased under (b) in accordance with the
Companies Act.

In addition to the creation of the Deferred Ordinary Shares the New Articles
have been updated to incorporate changes introduced by the Act. On 1st October
2009, all the provisions of the memorandum of association of the Company other
than the subscription clause, including the objects clause and share capital
clause became incorporated into the Company's Articles, pursuant to the Act.
Companies incorporated under the Act will not, unless special provision is made
have any objects clause (their activities being unrestricted) or any limitation
on the number of shares they may issue, and the prevailing market practice is
for companies incorporated prior to the introduction of the Act to follow suit.
Notwithstanding that the share capital is unlimited, the Directors cannot allot
any shares without authority from the shareholders to do so. The proposed
resolution therefore deletes from the Articles all the provisions carried over
from the memorandum of association, except those provisions setting out the
name of the company, and adopts the New Articles which comply fully with the
Act. An explanation of the principal changes made in the New Articles appears
in the Appendix to the Circular. The New Articles are available for inspection
at the offices of Rivington Street Corporate Finance, 3 Floor, 3 London Wall
Buildings, London Wall, London, EC2M 5SY.


Placing, authority to issue shares and disapplication of pre-exemption rights

Conditional on all the resolutions being passed at the forthcoming Annual
General Meeting, the Board has raised £29,325 at a price of 0.85p per share as
adjusted by the capital reorganisation. On completion, there will be 11,645,930
shares in issue, of which 29.62% will be accounted for by new placees. Richard
Armstrong has subscribed for 1,430,000 new Ordinary Shares representing 12.28%
of the total issued share capital. Rudi de Mendonca has subscribed for
1,430,000 new Ordinary Shares representing 12.28% of the total issued share
capital. Tom Kristensen has subscribed for 590,000 new Ordinary Shares
representing 5.07% of the total issued share capital.

The net proceeds of the Placing will be used to provide working capital for the
Company and to enable it to pay £20,000 to the Consortium as part of the
Disposal Agreement in the event that the HMRC Debt is novated to the
Consortium, as described above.

In view of the modest capital base of the Company, Resolution 12 seeks an
authority to allot shares up to a nominal value of £500,000. Resolution 13
seeks authority for the Board to allot such new Ordinary Shares on a
non-pre-emptive basis.

Section 561 of the 2006 Act contains pre-emption rights that require all equity
shares which it is proposed to allot for cash to be offered to existing
shareholders in proportion to existing shareholdings, unless a special
resolution is passed to disapply such rights. Such rights do not apply to an
issue otherwise than for cash, such as an issue in consideration of an
acquisition. The Directors believe that these requirements are too restrictive
and it is proposed that the Directors should be able to allot shares amounting
to an aggregate nominal amount of £500,000 otherwise than on a pre-emptive
basis.

In each case, the authority conferred shall expire fifteen months after the
passing of this resolution or at the conclusion of the next annual general
meeting of the Company following the passing of this resolution, whichever
occurs first. The new directors intend to raise additional funds for the
Company shortly after the forthcoming Annual General Meeting subject to the
resolutions being approved by shareholders.


Share certificates

New share certificates representing the New Ordinary Shares will be issued by
first class post at the risk of the Shareholder on or before 17 January 2011
following the Share Capital Reorganisation. No certificates will be issued in
respect of the Deferred Shares. For uncertificated holders their stock accounts
in CREST will be credited with the New Ordinary Shares on or around 11 January
2011.

Following the Share Capital Reorganisation share certificates in respect of
Existing Ordinary Shares will no longer be valid. Subject to the Resolutions
being passed, Shareholders will nonetheless be able to trade in New Ordinary
Shares during the period between the passing of the Resolutions and the date on
which Shareholders receive share certificates in respect of the New Ordinary
Shares. During this period and pending the issue of certificates transfers will
be certified against the Company's share register.

If you are in any doubt with regard to your current shareholding in Existing
Ordinary Shares, you should contact Share Registrars, on: +44 (0) 1252 821 390.
For any queries on the Share Capital Reorganisation, you should contact
Rivington Street Corporate Finance, on: +44 (0) 20 7562 3373.

The New Ordinary Shares will retain the same rights as those currently accruing
to the Existing

Ordinary Shares under the Company's New Articles of Association, including
those relating to voting and entitlement to dividends


Repurchase of Deferred Ordinary Shares

Conditional upon the passing of the other Resolutions, including those
described in the paragraph entitled "Share Reorganisation" above, the Company
and the holders of the Deferred Ordinary Shares will enter into an agreement
(the "Repurchase Agreement") pursuant to which the holders of the Deferred
Ordinary Shares will agree to transfer (without receiving any payment
therefore, in accordance with the New Articles) all of the Deferred Ordinary
Shares held by them to a person designated by the Board. That designated person
will then agree to the Company repurchasing all the Deferred Ordinary Shares to
be held by him for one penny in aggregate and following such repurchase, all of
the Deferred Ordinary Shares will be cancelled. The repurchase of the Deferred
Ordinary Shares will be financed out of the proceeds of the issue of new
Ordinary Shares. According to the class rights of the Deferred Ordinary Shares,
any member of the Board may be designated the person to sign the Repurchase
Agreement on behalf of the holders of Deferred Ordinary Shares.


Annual General Meeting

At the Annual General Meeting the following Resolutions will be proposed:

Resolution 1, which will be proposed as an ordinary resolution, is to receive
and adopt the Company's annual report and accounts for the year ended 30
November 2009 and the reports of the directors and auditors on those accounts;

Resolution 2, which will be proposed as an ordinary resolution, seeks to
re-appoint Kingston Smith as the auditors of the Company until the next annual
general meeting and to authorise the directors to fix their remuneration;

Resolution 3, which will be proposed as an ordinary resolution, seeks approval
to remove the limit on the Company's ability to issue shares in the capital of
the Company;

Resolution 4, which will be proposed as an ordinary resolution, seeks approval
for the Disposal;

Resolution 5, which will be proposed as an ordinary resolution and which is
conditional upon the passing of resolutions 4 and 11 seeks approval for the
consolidation of every 10 Existing Ordinary Shares of 0.5 pence each into 1
Consolidated Ordinary Share of 5 pence;

Resolution 6, which will be proposed as an ordinary resolution and is subject
to the passing of Resolutions 4 and 5, seeks approval for the subdivision of
each Consolidated Ordinary Share into 1 New Ordinary Share of 0.25p each and 1
Deferred Ordinary Share of 4.75p each;

Resolution 7, which will be proposed as an ordinary resolution and is subject
to the passing of Resolutions 4 to 6, seeks approval for the proposed
Investment Strategy;

Resolution 8, which is proposed as an ordinary resolution and is subject to the
passing of Resolutions 4 to 7, seeks approval for the appointment of Tom
Kristensen as a Director of the Company;

Resolution 9, which will be proposed as an ordinary resolution and is subject
to the passing of Resolutions 4 to 8, seeks approval for the appointment of
Michael Mathiesen as a Director of the Company;

Resolution 10, which will be proposed as a special resolution and is subject to
the passing of Resolutions 4 to 9, seeks approval to change the name of the
Company to Chapmore plc;

Resolution 11, which will be proposed as a special resolution, seeks approval
for the adoption of the new Articles of Association of the Company;

Resolution 12, which will be proposed as an ordinary resolution and is subject
to the passing of resolutions 4 to 11, seeks to grant the Directors authority
to allot New Ordinary Shares in the capital of the Company;

Resolution 13, which will be proposed as a special resolution and is subject to
the passing of resolutions 4 to 12, seeks to grant the Directors the power to
disapply statutory pre-emption rights over certain shares; and

Resolution 14, which will be proposed as a special resolution and is subject to
the passing of Resolutions 4 to 13, seeks approval for the Company to enter
into a contract to re-purchase the Deferred Ordinary Shares for the sum of 1
penny.


Action to be taken

Shareholders will find a Form of Proxy enclosed to the Notice for use at the 
Annual General Meeting. Whether or not Shareholders intend to be present at the 
Annual General Meeting, Shareholders are requested to complete and return the 
Form of Proxy in accordance with the instructions printed thereon as soon as 
possible. To be valid, completed Forms of Proxy must be received by the 
Company's Registrars, Share Registrars Ltd, Craven House, West Street, Farnham,
Surrey, GU9 7EN not later than 10 a.m. on 8 January 2011, being 48 hours before
the time appointed for holding the Annual General Meeting. Completion of the 
Form of Proxy will not preclude Shareholders from attending and voting at the 
Annual General Meeting in person if they so wish.

Recommendation

The independent Director, Stewart Morris, believes that the Disposal and the
Resolutions to be proposed at the Annual General Meeting are in the best
interests of the Company and its shareholders as a whole and consider the terms
for the Disposal to be fair and reasonable insofar as Shareholders are
concerned. Accordingly, the independent Director recommends that Shareholders
vote in favour of the Resolutions.

The directors of the issuer accept responsibility for this announcement.

                                   --ENDS--                                    

CONTACT DETAILS:

Three's A Crowd Plc

Stewart Morris Tel: 08451 276 676

Rivington Street Corporate Finance

Eran Zucker Tel: 020 7562 3373


                                                              

a d v e r t i s e m e n t