One Delta PLC Notice of EGM and AGM (5029U)
December 03 2013 - 2:00AM
UK Regulatory
TIDMONE
RNS Number : 5029U
One Delta PLC
03 December 2013
3 December 2013
One Delta plc
(the "Company")
Notice of AGM and EGM
The Company announces that it has posted a notice of
extraordinary general meeting along with the notice of annual
general meeting to shareholders in the Company
("Shareholders").
Reasons for General Meeting
One Delta Limited ("ODL"), the business of which the Company
owns approximately 51 per cent. of the issued share capital, has
still not generated any meaningful sales or revenue. It continues
to pursue commercial opportunities but the sole manufacturer of the
recycled-plastic sheet used by ODL in the manufacture of its
products recently entered administration. Its situation has
therefore become more challenging in the short-term.
Accordingly, while continuing to support ODL, the Board believes
it would be in the best interests of Shareholders to widen the
business scope of the Company and to consider whether there are any
other opportunities available which may increase Shareholder value.
The Company has received a limited number of approaches over the
last six months from third parties interested in obtaining a
listing. None of these approaches has progressed beyond initial
discussions but the Board believes the Company might be of interest
to other parties in the future.
As such, the Company is seeking authority to issue ordinary
shares on a non-pre-emptive basis which is significantly larger
than is typically obtained. This is to allow the Company
flexibility to undertake a future fundraising without recourse to
Shareholders, should the opportunity present itself. The authority
relates to 300,000,000 ordinary shares, which is 9.5 times that of
the current issued share capital of 31,574,356 Ordinary Shares.
The Board also believes a fundraising of this size, if achieved,
will make the Company more attractive to parties interested in
obtaining a listing and that the proposed expansion of its business
strategy more accurately reflects the experience and expertise of
the Board and certain of its Shareholders.
Furthermore, should such a fundraising proceed but the Company
is not able to secure a suitable opportunity or opportunities
pursuant to its revised business strategy (set out below), the
Board will propose the orderly sale of the Company's assets and its
liquidation at or before its annual general meeting in 2015.
Proposed expansion of business strategy
Due to the recent change in the likely trading prospects of ODL,
the Board has decided to broaden its business and investment
strategy to consider alternative opportunities to increase
Shareholder value. As such, the Company is proposing to consider
investigating and making investments in technology and media
companies and/or assets where the Directors believe there are
opportunities for growth which, if achieved, will be earnings
enhancing for Shareholders.
Such investments may result in the Company acquiring the whole
or part of a company or project, and may include the Company taking
strategic equity stakes in both public and private companies.
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 opportunities which the Directors
believe would benefit from further investment, the expertise of the
Directors and certain of the Company's Shareholders 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 believe that their broad collective experience in
the areas of acquisitions, accounting, corporate and financial
management and the technology and media sectors will enable the
Company to achieve its strategic objective.
Annual General Meeting
Along with the notice of extraordinary general meeting the
Company has also posted a notice of annual general meeting to
Shareholders dealing with the re-election of Directors,
re-appointed of the auditors and approval of the annual report and
accounts for the year ended 30 November 2012.
The Board has sent out a circular containing the notice of
extraordinary general meeting to be held on 18 December 2013 at
10.00 a.m. at which the Proposals will be considered and
Shareholders will be asked to approve the resolutions set out in
the notice of the extraordinary general meeting. In addition, a
notice of annual general meeting of the Company to be held on 18
December 2013 at 9.30 a.m. to consider the resolutions set out in
the notice of the annual general meeting.
Copies of the circular and notice of annual general meeting are
available from the Company's website, www.onedeltaplc.com.
Enquiries:
One Delta plc
Roger Maddock, Chairman Tel: +44 (0)
Roger King, Director 7841 672 621
Tel: +44 (0)
1534 753 400
Sanlam Securities UK Limited
(Nominated Adviser and Broker)
Simon Clements/Virginia Bull Tel: +44 (0)
20 7628 2200
This information is provided by RNS
The company news service from the London Stock Exchange
END
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