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Corporate Update and Notice of EGM

31st May 2013 15:16

RNS Number : 0550G
Mentum Inc.
31 May 2013
 



 

31 May 2013

 

Mentum Inc.

("Mentum" or the "Company")

Proposed adoption of Revised Investing Policy

Proposed Subscription of Convertible Loan Notes and disapplication

of pre-emption rights

and

Notice of Extraordinary General Meeting

 

Mentum (AIM: MEN), the AIM listed investing company, announces that it is today posting a circular containing details of the proposed adoption of a Revised Investing Policy and Subscription of Convertible Loan Notes (the "Proposals"), together with formal notice of the requisite extraordinary general meeting.

Highlights:

·; Proposed adoption of a Revised Investing Policy to permit the Company greater flexibility to pursue available investment opportunities in the natural resources and energy sectors.

·; Proposed Subscription by certain new investors introduced by Peterhouse Corporate Finance Limited ("Peterhouse") for, in aggregate, £300,000 of Convertible Loan Notes in order to provide additional funding to the Company.

·; All of the proceeds from the Subscription together with a proportion of the Company's existing cash resources will, conditional on and subsequent to, the passing of certain of the Resolutions be invested in a number of UK quoted companies in the natural resources and energy sectors that the Directors consider to be attractive and in line with the Revised Investing Policy.

·; The Board will thereafter seek to work closely with Peterhouse, to identify and evaluate further significant and separately funded investment opportunities.

·; The Proposals are subject to the receipt of Shareholder approval at a duly convened Extraordinary General Meeting and are unanimously recommended by the Board of Mentum.

An Extraordinary General Meeting to consider and, if thought fit, approve the adoption of the Revised Investing Policy and the disapplication of pre-emption rights in connection, inter alia, with the issue of Ordinary Shares on conversion of the Convertible Loan Notes, will be held at the offices of Fladgate LLP at 16 Great Queen Street, London WC2B 5DG at 11.00 a.m. on 17 June 2013.

Unless the context otherwise requires, defined terms used in this announcement shall have the meanings given to them in the circular dated 31 May2013.

Enquiries:

Mentum Inc.

Mike Hirschfield

 

Tel: +44(0)84 4815 7339

Strand Hanson Limited

James Harris / Matthew Chandler / David Altberg

 

Tel: +44(0)20 7409 3494

Gable Communications Limited

John Bick / Justine James

 

or visit http://www.mentuminc.com

 

 

Tel: +44(0)20 7193 7463

Tel: +44(0)7872 061 007

 

Introduction

As announced previously, on 20 December 2011, Mentum completed the disposal of its LME trading activities and related subsidiaries, and certain associated assets and liabilities, in order to remove the Company's exposure to such loss making operations. Further to the completion of this fundamental disposal, Mentum became an investing company in accordance with Rule 15 of the AIM Rules and adopted the Existing Investing Policy.

 

The Existing Investing Policy stated that in the first instance the Company would seek to make an acquisition within 12 months of the extraordinary general meeting held on 15 December 2011 which would be deemed a reverse takeover and therefore require Shareholder approval. Since then, the Directors have reviewed a number of potential investments in line with that policy in the oil and gas and other sectors. Despite undertaking initial due diligence on a number of potentially attractive reverse takeover opportunities, none of these opportunities were ultimately deemed suitable by the Board, for a variety of reasons.

 

Since the Existing Investing Policy was not implemented within the requisite timeframe, the Company's Ordinary Shares were suspended from trading on AIM on 21 December 2012.The Board is now of the opinion that the opportunities available to the Company in the current uncertain economic and market environment are best exploited by building a portfolio of several investments rather than a single significant acquisition. Accordingly, the Directors are proposing the adoption of the Revised Investing Policy to permit the Company greater flexibility to pursue available investment opportunities in the natural resources and energy sectors.

 

The Board has recently been approached by Peterhouse and, following discussions, the Company announces that it has today entered into the Subscription Letters pursuant to which the Subscribers will subscribe for, in aggregate, £300,000 of Convertible Loan Notes in order to provide additional funding to the Company. It is proposed that all of the proceeds from the issue of the Convertible Loan Notes together with a proportion of the Company's existing cash resources will, conditional on and subsequent to, the passing of the Resolutions 1 and 2 which will, amongst other things, approve the adoption of the Revised Investing Policy, be invested in a number of UK quoted companies in the natural resources and energy sectors that the Directors consider to be attractive and in line with the Revised Investing Policy. The Board will then seek to work closely with Peterhouse to identify and evaluate further significant and separately funded investment opportunities. The Company expects to raise additional equity and/or debt finance in due course to ensure that the group maintains an appropriate capital structure and is able to satisfy its ongoing working capital requirements.

Accordingly, in order to implement these Proposals, the Company is convening an Extraordinary General Meeting of the Company's Shareholders to consider and, if thought fit, approve the adoption of the Revised Investing Policy and the disapplication of pre-emption rights in connection with the issue of Ordinary Shares on conversion of the Convertible Loan Notes. The Company is also seeking, in Resolution 3, a further disapplication of pre-emption rights at the Extraordinary General Meeting to give the Company additional flexibility in potentially raising further capital to meet its ongoing strategic and working capital requirements, although completion of the Subscription is not conditional on the approval of this Resolution by Shareholders. The Board considers that the Resolutions to be proposed at the Extraordinary General Meeting are in the best interests of the Company and its Shareholders as a whole and unanimously recommends that Shareholders vote in favour of the Resolutions.

 

Revised Investing Policy

The Revised Investing Policy, the adoption of which is subject to Shareholder approval, is set out in full below:

 

The Company's strategic objective is to build a portfolio of securities and/or assets in the natural resources and energy sectors, with a focus principally, but not exclusively, on the oil and gas and precious metal sectors. In the first instance this will involve making a number of minority passive investments in UK quoted companies operating in these sectors. Thereafter, proposed additional investments to be made by the Company may be either quoted or unquoted; made by direct acquisition or through farm-ins; may be in companies, partnerships or joint venture arrangements; or may be direct or indirect interests in natural resource projects including bullion, permits and licences, exploration, mining and production or processing operations or development projects. Target investments will generally be involved in projects in the exploration and/or development stage. The Company's equity interest in a proposed investment may range from a minority position up to a more active 100 per cent. ownership position.

The Company's investments may take the form of equity, debt, conversion of debt owed to the Company into equity, convertible instruments, options or other financial instruments as the Directors deem appropriate.

 

The Company intends to target additional opportunities which the Directors believe would benefit from further investment, the expertise of the Directors and access to the UK's capital markets. There is no limit on the number or size of companies into which the Company may invest.

 

The Directors will focus on evaluating additional natural resource and energy projects located in all geographical regions. The Directors will identify and assess potential investment targets and, where they believe further investigation is required, intend to appoint appropriately qualified professional advisers to assist. The Directors are confident that they and the Company's advisers have access to a broad range of sources of potential opportunities. 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.

The Directors do not expect to pay dividends or make other distributions for the foreseeable future. The Company intends to generate an attractive rate of return for Shareholders, predominantly through capital appreciation. The Company's investing strategy is intended to be long-term, however, and if circumstances arise whereby an investment or acquired business or company can be disposed of at a suitable premium, such opportunities will be considered.

Following approval of the abovementioned Revised Investing Policy by Shareholders at the EGM, the Company will have until 21 June 2013 to implement its Revised Investing Policy to the satisfaction of AIM. If Resolutions 1 and 2 are not passed or if they are but the Company is unable to implement its Revised Investing Policy by 21 June 2013, admission of the Company's Ordinary Shares to trading on AIM will be cancelled in accordance with the provisions of AIM Rule 41. The Directors would then convene a further extraordinary general meeting of Shareholders to consider whether to continue seeking investment opportunities as an unquoted company or to wind up the Company and distribute any surplus cash back to Shareholders.

 

The assessment of whether or not the Revised Investing Policy has been implemented must be made to the satisfaction of AIM.

Subscription of Convertible Loan Notes

Pursuant to the Subscription Letters, the Subscribers have today agreed to subscribe,on the date of the EGM, £300,000, in aggregate, for convertible loan notes of the Company (the "Convertible Loan Notes") subject to Shareholders approving Resolutions 1 and 2 at the EGM. The whole or any part of the Subscription may be completed by one or more clients of Peterhouse in place of the Subscribers, as may be agreed amongst, Peterhouse, the Subscribers and such clients between the date of this announcement and the date of payment of the Subscription proceeds.

 

The Convertible Loan Notes are non-interest bearing and are immediately repayable in the event that Resolutions 1 and 2 are not passed and/or trading in the Ordinary Shares has not resumed on AIM by the Repayment Date (the "Conditions"). The whole of the principal loan amount advanced will be converted into new Ordinary Shares at a conversion price of £0.0013 per Ordinary Share automatically on the satisfaction of the Conditions. The notes are non-transferrable. Full conversion of the Convertible Loan Notes will result in the issue of 230,769,231 new Ordinary Shares to the Subscribers, which will represent approximately 39.785 per cent. of the enlarged issued share capital of the Company.

 

The Subscription proceeds will, prior to the date of the EGM, be placed in escrow. It is proposed that all of the proceeds from the issue of the Convertible Loan Notes together with a proportion of the Company's existing cash resources will, conditional on (and subsequent to) the passing of Resolutions 1 and 2, be invested in a number of UK quoted companies in the natural resources and energy sectors that the Directors consider to be attractive and in line with the Revised Investing Policy. The Board will then seek to work closely with Peterhouse to identify and evaluate further significant and separately funded investment opportunities. The Company expects to raise additional equity and/or debt finance in due course to ensure that the group maintains an appropriate capital structure and is able to satisfy its ongoing working capital requirements.

Pending satisfaction of all the Conditions, any investments made by the Company pursuant to the Revised Investing Policy will be subject to clawback by the Subscribers. Should the Conditions not be fully satisfied by the Repayment Date, the Subscribers will take control of the escrow account and the remaining cash held therein, and the investments, as security against the redemption of the principal value of the Convertible Loan Notes.

Non-applicability of the City Code

The City Code is issued and administered by the Panel. The City Code currently applies to takeovers and merger transactions, however effected, where the offeree company is, inter alia, a company whose registered office is in the UK, the Channel Islands or the Isle of Man and either (a) such company's shares are admitted to trading on a "regulated market" (which term does not include AIM); or (b), amongst other things, such company's shares are admitted to trading on AIM and, in the opinion of the Panel, such company's place of central management and control is in the UK, the Channel Islands or the Isle of Man.

Shareholders are reminded that as the Company's registered office is not in the UK, the Channel Islands or the Isle of Man, the Company does not fall within the jurisdiction of the City Code and Shareholders are therefore not entitled to the protections afforded by the City Code. As the Company is not currently a Company to which the City Code applies, investors should be aware that any person is entitled to increase its holding of voting rights in the Company to 30 per cent. or above without incurring any obligation to make a mandatory offer under the City Code as would normally arise where a company is subject to the provisions of the City Code.

Extraordinary General Meeting

A formal Notice of Extraordinary General Meeting is set out at the end of the circular convening the EGM to be held at the offices of Fladgate LLP at 16 Great Queen Street, London WC2B 5DG at 11.00 a.m. on 17 June 2013at which the Resolutions will be proposed to:

Resolution 1

Approve by way of ordinary resolution, the adoption of the Revised Investing Policy as set out in the circular and authorise the Directors to take all such steps as any of them may consider necessary or desirable to implement the Revised Investing Policy;

Resolution 2

Subject to the passing of Resolution 1, approve by way of ordinary resolution, the disapplication of pre-emption rights pursuant to the conversion of the Convertible Loan Notes; and

Resolution 3

Subject to the passing of Resolutions 1 and 2 and to the conversion of the Convertible Loan Notes taking place, approve by way of ordinary resolution, the general disapplication of pre-emption rights in respect of the issue of equity securities up to an aggregate nominal value of £500,000.

The circular is today being posted, together with a form of proxy or form of direction, as applicable, to Shareholders and will shortly be made available to download from the Company's website at www.mentuminc.com.

Recommendation

The Board considers that the passing of the Resolutions to be proposed at the Extraordinary General Meeting is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions set out in the Notice of Extraordinary General Meeting as Graham Porter, Non-Executive Chairman of Mentum, intends to do in respect of his beneficial shareholding of 49,750,000 Ordinary Shares, representing approximately 14.24 per cent. of the Company's issued ordinary share capital as at the date of this announcement.

 

**ENDS**

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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