Ipso Ventures PLC Re: Proposed Demerger and Subscription (1152V)
January 08 2013 - 12:47PM
UK Regulatory
TIDMIPS
RNS Number : 1152V
Ipso Ventures PLC
08 January 2013
8 January 2013
IPSO VENTURES PLC ("IPSO" or "the Company")
Further re Proposed Demerger and Subscription
On 28 December 2012, the Board announced that the Company had
entered into a conditional agreement and posted a circular to
Shareholders ("the Circular") in connection with the proposed
subscription by an Investor Group for GBP360,000 of new Ordinary
Shares and also to demerge IPSO Management (including the IPSO
Investment Portfolio) from the Company (together "the
Proposals").
Earlier today the Company announced that Buckton Homes Limited
("Buckton Homes") a shareholder owning approximately 4.3 per cent.
of the Ordinary Shares, had sent a letter to Shareholders raising
certain concerns about the Proposals and urging Shareholders to
vote against the Proposals ("the Buckton Homes Letter").
THE BOARD CONTINUE TO RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOUR
OF THE PROPOSALS AS THEY BELIEVE THAT THE KEY ASSERTIONS CONTAINED
IN THE BUCKTON HOMES LETTER ARE WRONG.
The Buckton Homes Letter makes a number of assertions including,
inter alia, that:
1. no financial information relating to IPSO Management is set out in the Circular;
2. no values are ascribed to any of the investments within the IPSO Investment Portfolio;
3. the Circular fails to advise Shareholders of the liabilities
of IPSO Management which will remain after the Demerger, in
particular that the Circular fails to draw the attention of
Shareholders the fact that there is or will remain after the
Demerger debt owing from IPSO Management to IPSO Ventures which, as
at 30(th) April 2012, amounted to GBP5,693,628 ("the GBP5 million
Debt");
4. the Buckton Homes Letter goes on to assert that should the
GBP5 million Debt be cancelled, that could give rise to a potential
tax liability for IPSO Management; and
5. the true value of the shares in IPSO Management will be zero.
The Company's response to the Buckton Homes Letter is as
follows:
1. In relation to the first two points, the Board points out
that there is no requirement for such financial information to be
included in the Circular;
2. information on the IPSO Investment Portfolio was included on
pages 3 and 4 of the report and accounts of the Company for the
financial year ended 30(th) April 2012 ("the Report and Accounts")
which were posted to Shareholders at the same time and in the same
envelope as the Circular;
3. the GBP5 million Debt has been fully provided for in the
Company's accounts for the last two financial years;
4. the Board has received preliminary tax advice that there
would be no adverse tax effect on IPSO Management or IPSO Ventures
were the GBP5 million Debt to be waived;
5. the Board intends to waive the GBP5 million Debt before the
Proposals complete, pending receipt of written tax advice which it
expects to receive shortly; and
6. there are no other amounts owed by IPSO Management or the
IPSO Investment Portfolio to the Company.
The Board firmly believes that the assertion by Buckton Homes
that the true value of the shares in IPSO Management will be zero,
is totally incorrect. Following Completion of the Proposals and the
waiver of the GBP5 million debt referred to above, IPSO Management
will own the IPSO Investment Portfolio (which had a book value of
circa GBP1.5 million as at 30(th) April 2012) and have no debt.
The Board would also draw Shareholders attention to the
following paragraph that is contained in page 16 of the Circular in
the paragraph entitled "Risk Factors": "Should the Resolutions not
be passed at the General Meeting and/or the Court Order and the
Proposals not be implemented, the Company would have insufficient
working capital available to it to continue to trade and would need
to be refinanced immediately to enable it to continue trading.
There can be no assurance that such refinancing would be
forthcoming and in these circumstances the Board will be forced to
take steps to protect the interests of creditors which may include
placing the Company into administration or receivership."
The Board confirms that certain of the Directors have met with
Buckton Homes on a number of occasions, before the posting of the
Circular and the Buckton Homes Letter to Shareholders, to discuss
the Proposals. Following these meetings, Buckton Homes has made no
viable alternative proposals to the Board on how to prevent the
Company going into administration or receivership.
The General Meeting is being held at the offices of DMH Stallard
LLP, 6 New Street Square, New Fetter Lane, London EC4A 3BF at 11.00
a.m. on 14 January 2013. The Company has received irrevocable
undertakings from Shareholders (including the Board) totalling 50.9
per cent. of the Company's issued share capital, to vote in favour
of the Resolutions.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN
FAVOUR OF THE RESOLUTIONS AT THE GENERAL MEETING. NOT TO DO SO
WILL, UNLESS A VIABLE ALTERNATIVE TO THE PROPOSALS CAN BE SECURED
IN THE SHORT TERM, ALMOST CERTAINLY LEAD TO THE COMPANY GOING INTO
ADMINISTRATION OR RECEIVERSHIP AND IPSO ORDINARY SHARES BECOMING
WORTHLESS AS THE COMPANY'S CURRENT LIABILITIES EXCEED ITS CURRENT
ASSETS.
All definitions used in this announcement have the same meaning
as the Company's announcement of 28 December 2012, unless otherwise
defined herein.
Enquiries:
IPSO Ventures plc Tel: 020 7462 0093 Tel: 07775
Craig Rochford, Chairman 902 117
Nick Rodgers, Chief Executive
Allenby Capital Limited Tel: 020 3328 5656
(Nominated Adviser and Broker)
Mark Connelly
Nick Athanas
This information is provided by RNS
The company news service from the London Stock Exchange
END
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