TIDMKED
RNS Number : 0973W
Kedco PLC
20 December 2013
Press release 20 December 2013
Kedco plc
("Kedco" or the "Company")
Result of Annual General Meeting
Kedco plc, (AIM:KED) the renewable energy developer and operator
focusing on the production of clean energy in the UK and Ireland,
announces that at the annual general meeting ("AGM"), held today,
all resolutions put to shareholders were duly passed.
At the AGM, shareholders voted on a share consolidation, a
change of the Company name and new authorities for the directors to
issue capital.
All defined terms in this announcement shall have the meetings
ascribed to them in the circular dated 29 November 2013.
The following is an excerpt from the circular:
Introduction
The Company has made considerable progress over the past twelve
months. The restructuring of the Group, the acquisition of Reforce
Energy Limited and the raising of finance for ongoing operations
and to advance the Group's project portfolio were all successfully
completed. To reinforce the progress made by the Company during
this period, the Directors believe that it would be appropriate and
beneficial to both the Company and its shareholders to undertake a
Capital Reorganisation.
The Capital Reorganisation comprises firstly a consolidation of
the Existing Ordinary Shares (including also the unissued but
authorised existing Ordinary Shares) and secondly a Subdivision of
the Consolidated Shares to create the New Ordinary Shares and the
Deferred Shares. The effect of the Capital Reorganisation is to
reduce the number of Ordinary Shares in issue by a multiple of
approximately 50 and, accordingly, assuming normal market
conditions, to increase the price at which the New Ordinary Shares
will trade to approximately 50 times the value at which the
Existing Ordinary Shares currently trade.
The Board believes that the consolidation of share capital will
result in a more appropriate number of shares in issue for a
company of Kedco's size and may also help to make the New Ordinary
Shares more attractive to investors going forward.
As at the date of this document the Company had 1,118,502,058
Existing Ordinary Shares in issue. With shares of low
denominations, small absolute movements in the share price can
represent large percentage movements resulting in high volatility.
The Share Consolidation is expected to assist in reducing the
volatility in the Company's share price and enable a more
consistent valuation of the Company. The Board also believes that
the bid/offer spread on shares priced at low absolute levels can be
disproportionate to the share price and therefore to the detriment
of shareholders.
Following the Share Consolidation, Shareholders will still hold
the same proportion of the Company's ordinary share capital as
before the Capital Reorganisation. Other than a change in nominal
value, the New Ordinary Shares will carry equivalent rights under
the Articles of Association to the Existing Ordinary Shares.
Capital Reorganisation
The Company currently has a large number of Ordinary Shares in
issue. Small movements in the share price can result in large
percentage movements, causing volatility to the Company's shares.
The consolidation or combination may therefore reduce share price.
Additionally, Directors of the Company believe a low valuation per
share can hinder the Company's efforts to attract additional
institutional investors.
At the Meeting, shareholders were asked to approve a special
resolution authorising the Company to consolidate or combine its
issued and outstanding Existing Ordinary Shares on the basis of
fifty (50) Existing Ordinary Shares for one (1) New Ordinary Share
(the "Consolidation").
To facilitate the proposals and avoid the creation of a fraction
of a consolidated share on consolidation, it is necessary to allot
a further 42 Ordinary Shares of EUR0.01 prior to the Consolidation
taking effect. These Ordinary Shares are being allotted to the
Company Secretary for cash at par. Following the Consolidation, the
Company's authorised share capital will be EUR100,000,000 divided
into 200,000,000 Ordinary Shares of EUR0.50 each. Assuming no
further ordinary shares are issued between the date of this
Circular and the Consolidation becoming effective (other than those
referred to above), the issued share capital will comprise
1,118,502,100 Ordinary Shares prior to the Consolidation.
The nominal value of each of the current authorised and issued
Ordinary Shares is EUR0.01. This exceeds the market price per
Ordinary Share. Irish law provides that shares may not be issued at
a discount to their nominal value. Accordingly, in order for the
Company to be able to issue any New Ordinary Shares on market
terms, it must reduce the nominal value of the existing Ordinary
Shares.
This reduction is to be effected by a sub-division of each
Ordinary Share into one ordinary share of nominal value EUR0.10
each and one Deferred Share of EUR0.40 each.
The New Ordinary Shares will continue to carry the same rights
and benefits as those attached to the Existing Ordinary Shares
(save for the reduction in nominal value). The number of New
Ordinary Shares in issue following the Capital Reorganisation will
be 22,370,042.
The Deferred Shares will be effectively valueless,
non-transferable and have no effect on the economic interest of the
Shareholders. Share certificates will not be issued in respect of
the Deferred Shares and, subject to the passing of the special
resolution, the Company will have the right to repurchase all the
Deferred Shares for an aggregate consideration of 1 cent.
The Consolidation will not change in any way any shareholder's
proportion of votes to total votes however, if the special
resolution is passed, the total number of votes that a shareholder
may cast at any future general meeting of the Company will be
reduced. Any resulting fractional Ordinary Shares will be rounded
up to the nearest whole number and in accordance with Article 47 of
the Company's Articles of Association fractional shares in the
capital of the Company arising from the Consolidation may be sold
by the Directors, on behalf of the holders thereof, at the best
price reasonably obtainable to any person. The Directors shall
distribute the proceeds of such a sale in due proportion among
those holders as long as the amount is EUR5.00 or more. Amounts of
less than EUR5.00 will be retained for the benefit of the
Company.
Following the Capital Reorganisation taking effect on the Record
Date, share certificates in respect of Existing Shares will no
longer remain valid. New share certificates in respect of New
Ordinary Shares will be posted to Shareholders on or before 8
January 2014.
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM and dealings will commence in the New
Ordinary Shares by 8.00am on 23(rd) December 2013. The Company's
existing International Securities Identification Number ('ISIN')
will be cancelled from such time and a new ISIN will be notified to
shareholders via a regulatory announcement.
Change of Name
The rationale behind the change of name is to give the business
a clearer identity following its strategic shift towards its core
business of Renewable Energy And Clean Technology ("REACT").
The Companyalso therefore proposes to change the name of the
Company to REACT Energy plc to more accurately reflect the clear
focus of the Company.
Annual General Meeting
The Resolutions that were passed are as follows:-
Ordinary Business
1. To receive and consider the Directors' Report and the Audited
Accounts for the year ended 30 June 2013 together with the
Auditors' Report thereon.
2. To re-elect Steve Dalton as a Director.
3. To re-elect Edward Barrett as a Director.
4. To re-appoint Deloitte & Touche Ireland as Auditors of
the Company and to authorise the Directors to agree the
remuneration of the Auditors.
Special Business
Capital Reorgnisation
5. To approve the consolidation or combination of the Company's
issued and unisssued ordinary shares on the basis of 50 existing
ordinary shares of nominal value of 1 cent each to be consolidated
into 1 Consolidated Share of nominal value 50 cents each.
6. That each of the new ordinary shares of 50 cent each in the
capital of the Company post consolidation be subdivided into (i)
one ordinary share of 10 cent each (a "New Ordinary Share") having
the same rights, and being subject to the same restrictions as the
existing ordinary shares of 1 cent each; and (ii) 1 deferred share
of 40 cent each (a "Deferred Share") having the rights and being
subject to the restrictions set out in Article 46 of the new
Articles of Association to be adopted pursuant to Resolution 7
below.
7. That the draft Articles of Association produced to the
meeting and initialed by the Chairman for the purpose of
identification be adopted in substitution for, and to the exclusion
of, the current Articles of Association of the Company.
Change of Name
8. To approve the change of the name of the Company to REACT Energy plc.
Dealings and Admission
Application has been made for the 22,370,042 New Ordinary Shares
to be admitted to trading on AIM. Dealings are expected to commence
at 8.00am on 23 December 2013. The New Ordinary Shares will trade
under the ISIN: IE00BH3XCL94 and SEDOL: BH33XCL9.
Following approval at the AGM of the name change to REACT Energy
plc, dealings on the London Stock Exchange under the new name are
also expected to commence at 8.00am on 23 December when the
Company's TIDM (ticker symbol) will change from "KED" to
"REAC".
In compliance with AIM Rule 26, details of the Company will be
available on the new web site address www.reactenergyplc.com
following the change of name becoming effective.
In accordance with the provisions of the Disclosure and
Transparency Rules of the Financial Conduct Authority, the Company
confirms that, following the Share Consolidation, its issued share
capital will comprise 22,370,042 Ordinary Shares of Euro 0.1 each.
All of the Ordinary Shares have equal voting rights. The total
number of voting rights in the Company is therefore 22,370,042.
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 Disclosure and Transparency
Rules.
- Ends -
For further information:
+353 (0)21 483
Kedco plc 9104
Gerry Madden, CEO
+44 (0)20 7408
Shore Capital - Nomad & Broker 4090
Pascal Keane / Anita Ghanekar
+44 (0)20 7398
Abchurch Communications - Financial PR 7707
Janine Brewis / Joanne Shears / Shabnam
Bashir
About REACT Energy plc
REACT Energy plc (formerly Kedco) is a renewable energy
portfolio developer and operator whose business strategy is to
identify, develop, build, own and operate renewable energy
electricity and heat generation plants in the UK and Ireland. Its
core focus is on Renewable Energy And Clean Technology "REACT"
The Group possesses significant knowledge of renewable energy
markets, clean technologies, fuel sources, project development,
project finance and project delivery.
REACT is listed on the AIM, market of the London Stock Exchange,
(AIM: REAC) formerly (AIM: KED).
www.reactenergyplc.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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