Become a Member
  • Track your favourite stocks
  • Create & monitor portfolios
  • Daily portfolio value
Sign Up
Quickpicks
Add shares to your
quickpicks to
display them here!

Result of General Meeting

26th Oct 2011 16:00

RNS Number : 9046Q
Capcon Holdings PLC
26 October 2011
 

26 October 2011

 

Brady Exploration plc

(formerly known as Capcon Holdings plc)

(the "Company")

 

Result of General Meeting

 

The Board of the Company is pleased to announce that at the General Meeting of the Company held earlier today all resolutions put to the meeting were duly passed by the Company's shareholders. The resolutions passed included resolutions approving the disposal of Capcon Limited, the adoption of a new Investing Policy of the Company (as set out at the end of this announcement) and the change of the name of the Company to Brady Exploration plc. Following the conclusion of the General Meeting all steps necessary to implement the Proposals and to complete the Disposal, the Placing and the issue of the Conversion Shares were duly approved by the Directors and the Disposal was duly completed.

 

At the same time as completion of the Disposal:

 

the Company has raised £500,000 (before expenses) from new investors through the issue of 43,478,261 Placing Shares at 1.15p per Ordinary Share. It is intended that the net proceeds from the Placing will be put towards the implementation of the Company's Investing Policy; and

Ian Jefferson (an existing Shareholder) has converted £25,000 (nominal) of Secured Loan Stock held by him into 2,083,333 new Ordinary Shares.

 

Application has been made to the London Stock Exchange for the Placing Shares and the Conversion Shares to be admitted to trading on AIM and dealings are expected to commence at 8:00 a.m. on 27 October 2011.

 

16,977,675 of the Placing Shares have been subscribed for by Viridas plc, an AIM-quoted investment company focusing on the natural resources sector. The Company has received notification today that Viridas plc will, on Admission, be interested in 16,977,675 Ordinary Shares in the Company representing 29.4 per cent. of the Company's Enlarged Share Capital.

 

Following completion of these events, Ken Dulieu (Chairman), Cliff Cavender (Finance Director), Paul Jackson (Non-Executive Director) and Jane Fowler (Executive Director) have resigned from the Board with immediate effect.

 

The Company is pleased to announce the appointment of Nicholas Lee as a non-executive director of the Company with immediate effect and the appointment of Alex Borrelli (currently a non-executive director) as Chairman. It is the intention that the Board will be further strengthened in due course consistent with the Company's strategy. Accordingly, the Board now comprises Alex Borrelli (Chairman) and Nicholas Lee (Non-Executive Director). Cliff Cavender will continue to be responsible for the finance function of the Company going forward.

 

Nicholas Lee, aged 48, is currently Head of Corporate Finance at Novus Capital Markets Limited. He read Engineering at St John's College, Cambridge and began his career at Coopers & Lybrand where he qualified as a chartered accountant. He then joined Dresdner Kleinwort where he worked in their corporate finance department advising a range of companies across a number of different sectors and most recently he was Head of Investment Banking for Dresdner Kleinwort's hedge fund/alternative asset manager clients. He is currently Chairman of AIM quoted Viridas plc and was previously a non-executive director of Paragon Diamonds plc, also quoted on AIM.

 

In addition, following the passing of the Resolutions a warrant instrument has been executed enabling the Company to issue Warrants to subscribe for up to 18,341,757 new Ordinary Shares at an exercise price of 1.15p per Ordinary Share. Warrants have been issued to the holders of the Ordinary Shares as at 7 October 2011 on the basis of one Warrant for each Ordinary Share held and 2,083,333 Warrants have been issued to Ian Jefferson in respect of the Conversion Shares. Furthermore, Warrants to subscribe for 4,347,826 new Ordinary Shares have been issued to Alex Borrelli (Chairman).

 

Following Completion, there will be 18,341,757 Warrants in issue. Each Warrant will be exercisable for a period of 12 months ending on 26 October 2012. No application will be made for the Warrants to be admitted to trading on AIM or any other market operated by a recognised investment exchange. It is anticipated that certificates for the Warrants will be posted on or around 9 November 2011.

 

The Company has made an application to the London Stock Exchange for the block admission of the 18,341,757 Ordinary Shares capable of being issued on exercise of the Warrants (the "Warrant Shares"). Admission of the Warrant Shares is expected to take place on 1 November 2011.

 

Following Shareholder approval at the General Meeting, the Company has duly applied to the Registrar of Companies to change its name to Brady Exploration plc, which has now become effective. With effect from 27 October 2011, the Company's website address will change to www.bradyexploration.com and the Company's ticker will change from "CPC" to "BRDY". The ISIN and SEDOL numbers will not change.

 

As a result of the Disposal, and in accordance with Rule 15 of the AIM Rules, the Company must implement its Investing Policy within 12 months of Completion; otherwise trading in the Company's Enlarged Share Capital on AIM will be suspended in accordance with AIM Rule 40. If, following suspension of the Enlarged Share Capital in accordance with AIM Rule 40, the Enlarged Share Capital has not been re-admitted to trading on AIM within a further six months, the admission of the Enlarged Share Capital to trading on AIM will be cancelled.

 

The Enlarged Share Capital of the Company following Admission will be 57,747,192 ordinary shares of 1 penny each in the Company. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.

 

Definitions in this announcement are consistent with those set out in the Circular issued to Shareholders of the Company and dated 10 October 2011, a copy of which is available on the investor section of the Company's website (www.capconplc.com).

 

For further information, please contact:

 

Brady Exploration plc (formerly Capcon Holdings plc)
 
Alex Borrelli
+44 7747 020 600
 
 
Allenby Capital Limited
 
(Nominated Adviser and Joint Broker)
 
Nick Naylor/Nick Athanas/Dan Robinson
+44 20 3328 5656
 
 
Rivington Street Corporate Finance
 
(Joint Broker)
 
Jon Levinson/Dru Edmonstone
+44 20 7562 3357

 

Appendix 1―Investing Policy

 

The Directors intend to invest the net proceeds of the Placing in a company or companies operating in the natural resources sector, with a focus mainly but not exclusively on the mining sector, in accordance with the following Investing Policy:

 

The proposed 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, joint ventures; or direct interests in mining 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 to 100 per cent. ownership.

 

The Directors will initially focus on projects located in South America but will also consider investments in other geographical regions.

 

The Directors will identify and assess potential investment targets and, where they believe further investigation is required, intend to appoint appropriately qualified advisers to assist. They believe they have 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. It is likely that the Company's financial resources will be invested in a small number of projects or potentially in just one investment, which may be deemed to be a reverse takeover under the AIM Rules.

 

Where this is the case, the Directors intend to mitigate risk by undertaking an appropriate due diligence process. Any transaction constituting a reverse takeover under the AIM Rules will require Shareholder approval and the publication by the Company of an admission document meeting the requirements of the AIM Rules. The Directors have not, however, excluded the possibility of building a broader portfolio of investment assets.

 

The Company intends to deliver Shareholder returns principally through capital growth rather than income 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 Directors consider that, in due course, the Company may require additional funding as investments are made and new investment opportunities arise.

 

On Completion, the Company will have net cash of approximately £467,000 to implement its Investing Policy. The Company will consider raising additional funds, either in the form of equity or debt, to help implement the proposed Investing Policy, if and when required.

 

 

Appendix 2―Regulatory Disclosures

 

Nicholas Lee, aged 48, is or has been, a director of the following companies in the past 5 years:

 

Current directorships or partnerships

Past (

 

ACL Capital Limited

Charles Street Capital plc

Viridas plc

Gardener Holdings (Kent) Limited

Paragon Diamonds plc

Sweet China Limited

Waste Power Generation Limited

 

Mr Lee is Chairman of Viridas plc, which, with effect from Completion, will be interested in 16,977,675 Ordinary Shares representing 29.4 per cent. of the Company's Enlarged Share Capital.

 

There are no further disclosures to be made in relation to Mr Lee under schedule 2(g) or Rule 17 of the AIM Rules for Companies.

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

Related Shares:

MTR.L
FTSE 100 Latest
Value8,463.46
Change46.12