THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
WELNEY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE
MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED ("MAR"). ON
THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
Quetzal Capital
Plc
(formerly Welney
Plc; renamed Quetzal Capital plc (“Quetzal Capital” or the
"Company"))
Outcome of General
Meeting, held today (29th June
2020); Changes of Directorate and Company Name
The Company, until today Welney Plc, this morning held its
General Meeting, notice of which was issued on 2nd
June 2020. The General Meeting was to
consider the proposals contained in the notice set out in a
circular (the “Circular”) dated 2nd June 2020, including:
- a capital reorganisation by means of a consolidation of the
existing ordinary share capital of the Company and a sub-division
of the consolidated share capital of the Company into ordinary
shares and deferred shares;
- renewal and increase in the Directors’ share allotment powers
under Section 551 of the Companies Act 2006 (as amended) (the
“Act”) and of the Directors’ share allotment powers in
disapplication of Section 561 of the Act;
- the election of two new Directors to the board; and
- a change of name as indicated above from Welney Plc to Quetzal
Capital Plc.
Each of the measures outlined above and the reasons for them
were described in the Circular. I am pleased to confirm that all
the resolutions proposed at the General Meeting were approved
without opposition, meaning that the various measures and changes
described in the Circular, which had been conditional upon
shareholders’ approval, are now unconditional and may therefore be
brought into immediate effect.
On 2nd June 2020, when
it published its unaudited interim financial statements for the six
months ended 31st December
2019, the Company announced that the board had agreed,
subject to the shareholders’ sanction today, proposals to settle
the monies due to its principal creditors in exchange for a
combination of cash and the allotment to certain creditors of new
shares in the capital of the Company; at the same time, a modest
refinancing was announced in the forms both of new equity share
capital and of loan capital (the latter convertible in future,
under certain circumstances, into new shares) with one existing and
one incoming investor. Details of these were contained in the
Circular, as were the intended changes to the directorate of the
Company which would occur if shareholders approved the measures
laid before them earlier today.
The General Meeting today elected Mr. Simon R De C Grant-Rennick
and Mr. Mark Jackson, FCA, MBA,
whose biographies are set out in the Circular, as Directors of the
Company. I wish to thank Mr. Cameron
Luck, who today retired from the board and did not offer
himself for re-election, for his past contributions to the Company
and his assistance with the measures that the shareholders have
today approved.
Thanks to the combined support and goodwill of Company’s
creditors, of the incoming Directors who have provided the
refinancing package, of my former fellow-Director, Mr. Cameron Luck, and of the shareholders, the
re-named Quetzal Capital now has sufficient working capital for its
immediate requirements and is able to seek out investment
opportunities which the Directors identify as offering the
potential to create shareholder value.
Further information in relation to the ordinary share capital of
the Company following the capital reorganisation, certain interests
in voting rights following the allotments of new shares, and
surrounding matters will shortly be announced. The board also looks
forward to communicating with shareholders and the market as and
when substantive business developments occur.
Darren Edmonston,
Director,
29th June 2020.
This announcement has been issued
after due and careful enquiry; the Directors of Quetzal Capital Plc
accept responsibility for the content.
Enquiries:
Quetzal Capital Plc
Darren Edmonston:
+44 (0) 1279 635511
Mark Jackson: +44 1482 794654
CORPORATE ADVISER AND CONTACT DETAILS:
Keith, Bayley, Rogers & Co. Limited
Graham Atthill-Beck: +44 7506 43 41
07; Graham.Atthill-Beck@kbrl.co.uk;
blackpearladvisers@gmail.com
Brinsley Holman: +44 7776 30 22 28;
Brinsley.Holman@kbrl.co.uk