TIDMOAH
RNS Number : 9191Z
Oak Holdings PLC
23 March 2012
23 March 2012
Oak Holdings plc
("Oak" or the "Company")
Publication of Circular & Notice of General Meeting
The Company announces that it has published a circular to
shareholders convening a general meeting to be held at 11:00 a.m.
on 16 April 2012 at the offices of Rivington Street Holdings PLC, 3
London Wall Buildings, London Wall, London EC2M 5SY to consider the
resolutions set out at the end of the circular.
The circular is available on the Company's website at
www.oakholdings.co.uk and the letter from the Directors of Oak
contained within the circular is copied below.
Enquiries:
Oak Holdings plc Tel: 020 7493 5522
Michael Woodcock, Chairman
Nominated Adviser Tel: 020 7148 7900
Cairn Financial Advisers LLP
Liam Murray / Avi Robinson
Broker Tel: 020 7562 3357
Rivington Street Corporate Finance
Limited
Jon Levinson / Lucy Williams
Letter from the Directors of Oak Holdings PLC
(Incorporated in England and Wales under the Companies Act 1985
with Registered No.02929801)
Michael Woodcock, Chairman Registered Office:
Christopher Yates, Finance director 38 South Molton Street
Peter Collins, Non-executive London W1K 5RL
director
22 March 2012
To Shareholders and, for information only, holders of Existing
Warrants and the Option Holder
Proposals for:-
Company Voluntary Arrangement
Disposal of Assets
Capital Reorganisation
Approval of Investing Policy
and
Change of Name
Introduction
Oak Holdings announced earlier today that it proposes to enter
into a CVA, undertake the Capital Reorganisation and the Disposal
and adopt an investing policy pursuant to Rule 15 of the AIM Rules.
The Company is also proposing to change its name to Pires
Investments PLC.
Consequently, the Company is issuing this Circular to
Shareholders setting out the background to and the reasons for the
Proposals and where appropriate seeking Shareholders' approval. A
notice convening the General Meeting for 11:00 a.m. on 16 April
2012 at the offices of Rivington Street Holdings PLC, 3 London Wall
Buildings, London Wall, London EC2M 5SY to consider the Resolutions
is accordingly set out at the end of this Circular.
Rivington Street Corporate Finance Limited has been appointed
broker to the Company.
Rivington Street Corporate Finance Limited has conditionally
raised GBP1,000,000 before expenses by way of a subscription by
Placees for 1,000,000,000 New Ordinary Shares at a price of
GBP0.001 per share. The Placing is conditional on admission of the
Placing Shares to trading on AIM.
The proceeds of the Placing will be used to fund approximately
GBP95,000 payment due to creditors pursuant to the CVA and to
provide the Company with working capital to allow it to fulfil its
investing policy, further details of which are set out below.
It is proposed that, should the Proposals be approved, Michael
Woodcock and Peter Collins will resign as directors with immediate
effect following the conclusion of the General Meeting and the
Proposed Directors will join the Board.
Following the Meetings, the Company will request the resumption
of trading in its shares on AIM, which is expected to occur on or
around 17 April 2012.
Background to and Reasons for the CVA
The Company was initially admitted to trading on AIM in August
1996.
The Company's ordinary shares were re-admitted to trading on AIM
on 2 December 2003, following the reverse takeover of Oak Holdings
Limited.
Recently, the principal objective of the Group was to make
investments within the property development and the leisure
sector.
As at 30 April 2011 (the date to which the Company last reported
results to Shareholders), the Group operated the Rother Valley
Country Park in Rotherham, the Ringwood Town & Country
Experience museum, restaurant and function facility in Ringwood and
a business refurbishing and maintaining classic motor cars.
The Interim Management Agreement for the management of, and the
lease over, the Rother Valley Country Park was terminated without
notice on 20 October 2011. The Company's property development
interests had been in the YES Project in Rotherham where the
Company was a party to a Development Agreement with Rotherham
Metropolitan Borough Council which was terminated in January
2011.
The Company has been pursuing opportunities for raising capital
to enable the businesses of the Group to be developed, but the
unexpected termination of the contracts meant it was not possible
to raise funds. In addition, the termination of the Interim
Management Agreement relating to the Rother Valley Country Park
eliminated the source of the majority of the Group's income.
Consequently, on 21 October 2011 the Company requested the
temporary suspension of its shares from trading on AIM. Following
the temporary suspension the Directors of the Company have been
actively pursuing other initiatives for the Company. Unfortunately
all of these initiatives have proved unsuccessful.
On 23 December 2011, the Company announced that it had entered
into loan agreements with a group of lenders to provide the Company
with temporary funding.
The Directors estimate that the Company has liabilities of
approximately GBP2,000,000.
As the Company has no means of meeting these liabilities, the
Directors have reluctantly concluded that the best course of action
is to call a meeting of the creditors and a meeting of the
Shareholders for the purpose of considering and voting on a
proposal for a CVA.
A CVA would allow the Company to avoid liquidation and to remain
in existence. This would provide the New Directors an opportunity
to reposition the Company into an investing company, pursuant to
the AIM Rules with an investing policy focused on the natural
resources and energy sectors.
If the CVA is not approved, the Directors believe that the only
alternative would be for the Company to be placed into
liquidation.
Company Voluntary Arrangement
In order to facilitate the proposed future activity of the
Company and allow it to raise the required capital, approximately
75 per cent of unsecured creditors have agreed to take five pence
in the pound in cash and a further five pence in the pound in New
Ordinary Shares at a price of GBP0.00125 per share. It is expected
that the CVA will be approved at meetings to be held at 10:00 a.m.
and 10:15 a.m. on 16 April 2012.
Approximately 76,000,000 Creditor Shares will be issued pursuant
to the CVA.
If the CVA is approved at the Meetings and the Creditor Shares
are issued, the Directors will be interested, respectively, in
11,195,155 New Ordinary Shares, representing approximately 1 per
cent of the Enlarged Share Capital. Shareholders will have an
interest over approximately 4.9 per cent of the Enlarged Share
Capital.
For the avoidance of doubt, the CVA would not result in any
distribution being made to the Shareholders of the Company.
The Directors have requested that Paul Howard Finn of Finn
Associates, Central Administration, Tong Hall, Tong, West
Yorkshire, BD4 0RR act as Nominee in respect of the proposal of the
directors for a Company Voluntary Arrangement. Mr Finn has provided
his consent to Act and his Nominee's Report will be filed at Court
as required.
A copy of the Directors' proposal incorporating the Nominee's
Report will be available for download from the following website as
of 23 March 2012:
www.thecreditorgateway.co.uk, password: hh48jh35bf
Should any Shareholder wish to receive a paper copy of the
proposal please contact Finn Associates on 0870 330 1900, or email
solutions@finnassociates.com, or in writing to the above noted
address.
Notices of the Creditors' Meeting and Shareholder CVA Meeting,
to be held on 16 April 2012, and a Form of Proxy enabling you to
vote at the meetings may be found in the proposal document.
Following completion these should be detached and returned to
Computershare Investor Services Plc, PO Box 82, The Pavilions,
Bridgwater Road, Bristol, BS99 7NH
The Disposal
Under the terms of the CVA, it is proposed that forthwith upon
approval of the CVA proposal steps will be taken to dispose of the
assets of the Subsidiaries which will be placed into Creditors'
Voluntary Liquidation. The proceeds of the Disposal will be
applied, at independent valuations, towards satisfying the
indebtedness secured on the Disposable Assets.
The Disposal is considered a fundamental change in the business
and therefore, pursuant to the AIM Rules, requires the consent of
Shareholders. Resolution 7 seeks such an authority.
The Placing and Appointment of Broker and Issue of Warrants
Rivington Street Corporate Finance Limited has been appointed
broker to the Company.
RSCF has conditionally raised GBP1,000,000 before expenses
through the subscription of 1,000,000,000 New Ordinary Shares at a
price of GBP0.001 per share. The Placing is conditional on approval
of the Resolutions and the approval of the CVA at a meeting of the
unsecured creditors and Shareholders. The net proceeds of the
Placing are estimated at GBP880,000.
Conditional on the Proposals being approved by Shareholders at
the General Meeting, the Company has agreed to issue Peterhouse
Capital Limited a warrant which is exercisable over 3% of the
Company's issued share capital from time to time. This warrant will
be exercisable at the Placing Price until 20 March 2015.
The proceeds of the Placing will be used to fund approximately
GBP95,000 payment due to creditors pursuant to the CVA and provide
the Company with working capital to allow it to fulfil its
Investing Policy, further details of which are set out below.
Following completion of the CVA, Placing and the Capital
Reorganisation, the Placees will, in aggregate, hold approximately
88.4% of the Enlarged Share Capital.
Shareholders should be aware that the Placing is conditional
upon the passing of all of the Resolutions and the approval of the
CVA. If the CVA is not approved or any of the Resolutions are not
passed then the Placing will not proceed and the Company will have
to consider commencing liquidation proceedings. Also pursuant to
the AIM Rules the Company's shares will be cancelled from trading
on AIM on 22 April 2012, being six months following the suspension
of trading in its shares.
Change of Name
Subject to Shareholders' approval, it is proposed that the name
of the Company be changed to Pires Investments PLC, to reflect the
new Investing Policy. Resolution 2 is proposed for the purposes of
obtaining Shareholders' approval for the proposed name change.
Proposed Directors
It is proposed that immediately following the General Meeting,
Mr Peter Redmond and Mr Aamir Quraishi will join the Board as
non-executive directors.
Peter Redmond
Peter is an experienced corporate financier and has some 30
years' experience in corporate finance and venture capital. He has
gained particular experience in the field of reverse takeovers and
mergers. He became director of corporate finance at Durlacher
Limited in 2003, then joined Merchant House Group PLC where he
later became Chief Executive. He has been active in reconstructing
a number of AIM companies which have subsequently acquired or
established operating businesses.
Reverse transactions on which he has acted include Weatherly
International PLC and IGas Resources PLC, in both cases acting as a
director both before and after the reverse. Currently, Peter is
Chairman of Leed Resources PLC, which is an investment company on
AIM and a director of Black Eagle Capital PLC, which is an
investment company on PLUS.
Aamir Quraishi
Aamir has over 15 years of investment banking experience in
London, Asia and the Middle East and has worked in the UK at
Dresdner Kleinwort Benson and Libertas Capital Group Plc. He is
currently a member of the senior investment banking team of MAC
Capital Limited, which is a fully regulated investment bank
registered with the Dubai Financial Services Authority and located
in the Dubai International Financial Centre in Dubai, UAE. Aamir is
currently a non-executive director of Creon Resources PLC, which is
an investment vehicle on AIM.
Aamir qualified as a chartered accountant with Price Waterhouse
and is a member of the ICAEW and the Securities Institute. He holds
an M.A. (Hons) in Economics from Cambridge University.
During his career, Aamir has advised on and raised capital for a
number of companies globally, including in the resources and energy
sectors. These have included companies from across Africa, Europe,
the Asia-Pacific, the Americas and more recently from South
Asia.
Aamir is also a director of Montpelier Holdings Limited and
Benedict Investments Limited, both of which are registered as
International Business Companies in the Republic of Seychelles.
Capital 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 in the Placing is less than
the current nominal value of its Existing Ordinary Shares.
Accordingly, it will be necessary to undertake a Capital
Reorganisation to enable the Placing to proceed.
The existing ordinary share capital comprises 55,570,856
ordinary shares of GBP0.05 in issue. Resolution 3 to be proposed at
the General Meeting proposes that each of the Existing Ordinary
Shares of the Company be split into one New Ordinary Share and one
New Deferred Share.
The New Ordinary Shares will continue to carry the same rights
as attached to the Existing Ordinary Shares (save for the reduction
in nominal value).
The New Deferred Shares will not entitle the holder thereof to
receive notice of or attend and vote at any general meeting of the
Company or to receive a dividend or other distribution or to
participate in any return on capital on a winding up other than the
nominal amount paid on such shares following a substantial
distribution to holders of ordinary shares in the Company. Subject
to the passing of the Resolutions, the Company will have the right
to purchase all the issued New Deferred Shares from all
Shareholders for an aggregate consideration of one penny. As such,
the New Deferred Shares effectively have no value. Share
certificates will not be issued in respect of the New Deferred
Shares.
It is proposed that the Articles of Association of the Company
be amended to reflect the rights attaching to the New Deferred
Shares. A copy of the amended Articles of Association will be
available for inspection at the General Meeting and will be made
available on the Company's website at www.oakholdings.com. The
practical effect of this change, if implemented, will be that each
Shareholder will receive the same number of New Ordinary Shares as
they hold Existing Ordinary Shares, without diminution in rights
pertaining to each share held. It is intended that GBP0.02 of the
proceeds raised from the Placing will be applied to redeeming all
of the Deferred Shares and the New Deferred Shares.
Application for admission to trading on AIM of the Placing
Shares and Creditor Shares to be issued in connection with the
Proposals will be made to AIM. Admission is expected to occur on or
around 16 April 2012. On admission, trading of the Company's
Existing Ordinary Shares as reconstructed will be restored on
AIM.
Share capital
The Company is seeking authorisation to allot additional equity
securities on a non pre-emptive basis up to the nominal amount of
GBP2,000,000 (representing 2,000,000,000 New Ordinary Shares) to
enable the Proposals to be implemented and to allow the New
Directors the ability to issue further New Ordinary Shares.
Investing Policy
Resolution 1 to be proposed at the General Meeting proposes the
adoption of the new Investing Policy.
It is proposed by the New Directors that the Company's Investing
Policy will be to invest principally, but not exclusively in the
resources and energy sectors. The Company will initially focus on
projects located in Asia but will also consider investments in
other geographical regions. The Company may be either an active
investor and acquire control of a single company or it may acquire
non-controlling shareholdings. Once a target has been identified,
additional funds may need to be raised by the Company to complete a
transaction.
The proposed investments to be made by the Company may be in
either quoted or unquoted securities; made by direct acquisition;
may be in companies, partnerships, joint ventures; or direct
interests in projects and can be at any stage of development. The
Company's equity interest in a proposed investment may range from a
minority position to 100 per cent. ownership.
The Company will identify and assess potential investment
targets and where it believes further investigation is required,
intends to appoint appropriately qualified advisers to assist.
The Company proposes to carry out a comprehensive and thorough
project review process in which all material aspects of any
potential investment will be subject to rigorous due diligence, as
appropriate. It is likely that the Company's financial resources
will be invested in a small number of projects or investments or
potentially in just one investment which may be deemed to be a
reverse takeover under the AIM Rules.
Where this is the case, it is intended to mitigate risk by
undertaking an appropriate due diligence process. Any transaction
constituting a reverse takeover under the AIM Rules will require
shareholder approval. The possibility of building a broader
portfolio of investment assets has not, however, been excluded.
The Company intends to deliver shareholder returns principally
through capital growth rather than capital distribution via
dividends. Given the nature of the Company's Investing Policy, the
Company does not intend to make regular periodic disclosures or
calculations of net asset value.
The proceeds of the Placing will enable the Company to take
initial steps to implement this new strategy and it is likely that
the Company will undertake a further fundraising in the future to
provide additional capital for the Company.
The New Directors believe that their broad collective experience
together with their extensive network of contacts will assist them
in the identification, evaluation and funding of suitable
investment opportunities. When necessary, other external
professionals will be engaged to assist in the due diligence of
prospective opportunities. The New Directors will also consider
appointing additional directors with relevant experience if the
need arises.
The objective of the New Directors is to generate capital
appreciation and any income generated by the Company will be
applied to cover costs or will be added to the funds available to
further implement the Investment Policy. In view of this, it is
unlikely that the New Directors will recommend a dividend in the
early years. However, they may recommend or declare dividends at
some future date depending on the financial position of the
Company.
The New Directors confirm that, as required by the AIM Rules,
they will at each annual general meeting of the Company seek
shareholder approval of its Investing Policy.
Change of Name
The Company is proposing to change its name to Pires Investments
PLC.
Certificates
No new share or warrant certificates will be issued as a result
of the Company's name change or the change in nominal value.
General Meeting
If any of the Resolutions are not passed, the General Meeting
will be adjourned and the Board will consider the Company's future
position in respect of its current trading and working capital
position. The Board will seek immediate advice regarding insolvency
proceedings in relation to its assets including its
Subsidiaries.
The Notice convening the General Meeting at which the
Resolutions will be proposed is set out at the back of this
Circular. A summary of the Resolutions is set out below.
Ordinary Resolutions
Resolution 3, which will be proposed as an ordinary resolution,
seeks approval for the subdivision of each Existing Ordinary Share
into 1 New Ordinary Share and 1 New Deferred Share.
Resolution 1, which will be proposed as an ordinary resolution,
seeks approval for the proposed Investing Policy.
Resolution 4, which will be proposed as an ordinary resolution,
seeks to grant the directors of the Company authority to allot New
Ordinary Shares in the capital of the Company up to the nominal
amount of GBP2,000,000.
Resolution 7, which will be proposed as an ordinary resolution,
seeks approval for the Disposal.
Special Resolutions
Resolution 2, which will be proposed as a special resolution,
seeks approval to change the name of the Company to Pires
Investments PLC.
Resolution 5, which will be proposed as a special resolution,
seeks approval for the amendment of the Company's Articles of
Association to create and reflect the rights attaching to the New
Deferred Shares.
Resolution 6, which will be proposed as a special resolution,
seeks to dis-apply the statutory pre-emption rights over New
Ordinary Shares authorised for allotment pursuant to Resolution
4.
Each of the Resolutions is conditional on each of the other
Resolutions being passed.
Action to be taken
Shareholders will find a Form of Proxy enclosed for use at the
General Meeting. Whether or not you intend to be present at the
General Meeting, you 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 at the Company's registrars, Computershare Investor
Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY
not later than 11:00 a.m. on 14 April 2012, being 48 hours before
the time appointed for holding the General Meeting. Completion of
the Form of Proxy will not preclude you from attending and voting
at the General Meeting in person if you so wish.
Recommendation
The Directors consider the Proposals to be in the best interests
of the Company, its creditors and the Shareholders as a whole as
the only alternative may be liquidation which the Directors believe
would deliver very little or no value to its creditors or
Shareholders. The Directors therefore recommend that you vote in
favour of the Resolutions as they intend to do themselves in
respect of their shareholdings totalling 6,014,627 shares
representing approximately 10.9 per cent of the existing share
capital.
Yours faithfully,
Michael Woodcock
Chairman
for and on behalf of the Board
This information is provided by RNS
The company news service from the London Stock Exchange
END
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