EGM Results and Name Change
July 09 2007 - 3:01AM
UK Regulatory
RNS Number:8509Z
Ovidia Investments PLC
09 July 2007
For immediate release 9 July 2007
Ovidia Investments PLC ("the Company")
(formerly NWD Group Plc)
Results of Extraordinary General Meeting
Appointment of new Directors
Change of Strategy
Change of Name and re-admission to trading on AIM
Appointment of Nominated Adviser and Broker
Introduction
The Company is pleased to announce that following a capital reorganisation and
the issue of equity, trading will commence in the Company's new ordinary shares
on Tuesday 10 July 2007.
Background
On 5 June 2007 a notice convening an EGM and a statement of affairs relating to
the proposed CVA was sent to shareholders.
Earlier this year, the then directors consulted with GMAC Commercial Financial
plc, the secured creditor of the Company and the Subsidiaries. As a result, the
Company was placed in administration and on 16 January 2007, Phillip Sykes and
Nigel Price of Moore Stephens LLP were appointed as Administrators under the
Insolvency Act 1986.
Following the sale of the businesses and realisation of the other assets of the
Subsidiaries, the Administrators have settled all of the secured indebtedness of
the Subsidiaries. The proceeds of the realisation are insufficient to allow any
distribution to the Company and the Company's investment in the Subsidiaries has
no economic value. The Administrator has taken account of the outcome of the
realisation of assets by the Subsidiaries to reassess the financial position of
the Company and the objectives of the Administration.
Proposals
The Board was approached by Alfred Henry Corporate Finance Limited with
proposals under which prospective investors could be found to provide funding to
enable the Company to conduct a CVA and to seek re-admission to AIM. The
objective would be to enable Creditors and Shareholders to recover value by
holding shares in an AIM traded investment company.
Mr David Blackburn has agreed that his convertible loan of #200,000 is to be
treated as a creditor for the purpose of the CVA, and the Company is to pay
#25,000 to him in respect of his agreement to do so. This payment is to be
provided by the new funding raised by the Company following the implementation
of the Proposals.
At the EGM held on 28 June 2007 the resolutions to enable the proposals to be
implemented were approved by shareholders. The CVA was approved by creditors at
a separate meeting held on 26 June 2007.
Business strategy of the Company
Following the implementations of the Proposals, the strategy of the new
Directors will be to seek suitable acquisition opportunities in the business
services sector in the United Kingdom. The new Directors believe that their
broad collective experience in the proposed sector, in acquisitions, accounting,
corporate and financial management together with their wide industry contracts
will enable the Company to achieve its objectives.
Investment propositions will be considered when the new Directors consider that
enhanced values may be achieved. A particular consideration will be to identify
investments where the new Directors believe that their expertise and experience
can be deployed to facilitate growth or unlock value. There is no limit in the
number of projects in which the Company may invest. The new Directors will
conduct initial due diligence appraisals of potential projects and where they
believe further investigation is warranted they will appoint suitably qualified,
and where appropriate, independent persons.
The new Directors intend to be involved and active. Accordingly, the Company is
likely to seek participation in the management of the board of directors of a
company in which the Company invests with a view to improving its performance
and use of its assets in such ways as should result in an increase in the value
of such a company. The new Directors hope that the resulting benefit would
provide a satisfactory return to the Company's Shareholders.
In the event no substantial acquisition is made within 12 months of the
Extraordinary General Meeting in accordance with the AIM Rules for Companies,
trading in the Company's Shares will be suspended and if no reverse transaction
is achieved in the 6 months, cancelled.
Directors
The existing Directors being Messrs. Nigel Timothy Gourlay, Stephen John Stroud,
Mark David Harry Blackburn and David Harrison have resigned from office with
immediate effect and Mr William Nigel Valentine Weller and Ms Beata Katarzyna
Xenophontes have been appointed as new directors of the Company with immediate
effect.
The Directors who have resigned have agreed that they will have no claim for
compensation or otherwise against the Company.
Nigel Weller began his City career in 1967, gaining a broad range of experience
in stockbroking and investment. He has held senior positions in Bisgood Bishop,
Morgan Stanley and James Capel and was a founder shareholder and managing
director of a brokerage, Javelin Securities. He is a member of the Securities
Institute and the Institute of Directors. He is an appointed representative of
Alfred Henry Corporate Finance Limited and a director of Alltrue Investments
Plc, which is traded on AIM, and its subsidiary Falcon Securities (UK) Limited,
a stockbroker. He has been instrumental in conducting a number of transactions
in which companies have been re-admitted to AIM by means of a CVA, and have
subsequently made acquisitions of substantive businesses. He had been a director
of the Company at an earlier period, but he resigned from office in July 2002,
before the Company acquired its present businesses.
Beata Xenophontes is qualified as an accountant and she has worked within
Jeffreys Henry LLP, Chartered Accountants since 2001, where she has had
experience in their tax, business support and off-shore departments. She worked
as an accountant at Chelepis Watson for about two years before joining Jeffreys
Henry in 2001.
The Proposed Directors have specific experience of the sectors in which the
Company is proposing to seek acquisitions. They also have experience of making
acquisitions and they will use this experience to identify appropriate targets,
carry out due diligence and negotiate acquisitions. They will be able to call on
independent expertise in those sectors. They will not be drawing any
remuneration until the Company makes an acquisition.
In addition to directorships of the Company the new Directors hold or have held
the following directorships or have been partners in the following partnerships
within the five years prior to the date of this letter.
William Nigel Valentine Weller (Age: 58)
+-----------------------------------+-----------------------------------+
|Current Directorships: |Previous Directorships: |
+-----------------------------------+-----------------------------------+
|SBS Group Plc |OverNet Data Plc |
+-----------------------------------+-----------------------------------+
|Oakgate Limited |OverNet Data (UK) Limited |
+-----------------------------------+-----------------------------------+
|Primeent Limited |Great Monument Capital Limited |
+-----------------------------------+-----------------------------------+
|Alltrue Investments plc |BTG Europe Limited |
+-----------------------------------+-----------------------------------+
|Corealm Limited |SBS Nominees Limited |
+-----------------------------------+-----------------------------------+
|Hanseatic & Baltic Properties plc |Manifest Institutional Holdings |
| |Limited |
+-----------------------------------+-----------------------------------+
|Adorian plc |The Manifest Voting Agency Limited |
+-----------------------------------+-----------------------------------+
|Bulawaye Limited |Manifest Information Services |
| |Limited |
+-----------------------------------+-----------------------------------+
|Laurence Limited |Netwindfall Affinity Services |
| |Limited |
+-----------------------------------+-----------------------------------+
|Falcon Securities (UK) Limited |Netwindfall Finance Services |
| |Limited |
+-----------------------------------+-----------------------------------+
|LP Hill Investments Limited |NWD Group PLC |
+-----------------------------------+-----------------------------------+
|Invest Easy Limited |Windfall Nominees Limited |
+-----------------------------------+-----------------------------------+
|Beaufort Nominees Limited |Windfall Packaging Limited |
+-----------------------------------+-----------------------------------+
|Falcon Securities Holdings Limited |Netwindfall Insurance Services |
| |Limited |
+-----------------------------------+-----------------------------------+
|Chalkwell Investments Limited |Netwindfall Mortgage Brokers |
| |Limited |
+-----------------------------------+-----------------------------------+
|Aspartus plc |Netwindfall Property Services |
| |Limited |
+-----------------------------------+-----------------------------------+
|Applied Engineering Products plc |Windfall Share Limited |
+-----------------------------------+-----------------------------------+
|Kleenair Systems International plc |Windfall Mortgage Services Limited |
+-----------------------------------+-----------------------------------+
|Phone World Com Limited |Voss Net Plc |
+-----------------------------------+-----------------------------------+
|Ican Nano Limited |Voss Net Nominees Limited |
+-----------------------------------+-----------------------------------+
|Montague Pitman Stockbrokers | |
|Limited | |
+-----------------------------------+-----------------------------------+
|Scatho Limited | |
+-----------------------------------+-----------------------------------+
Beata Katarzyna Xenophontes (Age: 35)
+-----------------------------------+-----------------------------------+
|Current Directorships: |Previous Directorships: |
+-----------------------------------+-----------------------------------+
|None |None |
+-----------------------------------+-----------------------------------+
There is no further information required under the AIM Rules.
Capital Reorganisation
Further to approval at the Extraordinary General Meeting, each of the
182,780,573 issued ordinary shares of 0.1p in the capital of the Company were
consolidated into 1,827,806 Ordinary Shares of 10p each and these Ordinary
Shares of 10p each were sub-divided into one Ordinary Share of 0.1p and one
Deferred Share of 9.9p each credited as fully paid up. The Deferred Shares shall
have the special rights, and shall be subject to the restrictions, set out in
the Articles of Association of the Company which will be amended accordingly
pursuant to the Resolutions. The Deferred Shares will carry negligible value and
will not be admitted to trading. Application has been made for the 1,827,806
Ordinary Shares of 0.1p each to be admitted to trading on AIM, and admission
will take place on Tuesday 10 July 2007.
New Share Certificates will be dispatched to all holders by first class post at
the risk of the Shareholder. No Certificates will be issued in respect of the
Deferred Shares. No fraction/payments will be made. CRESTCO Limited will be
instructed to credit the CREST participant's account with New Ordinary Shares.
Further Issue of new Ordinary shares
Pursuant to the CVA, a total of 2,664,727 new ordinary shares of 0.1p each have
been issued to creditors. In addition, on 28 June 2007, a further 7,000,000 new
ordinary shares were issued at 1p pursuant to a placing to raise #70,000 before
expenses to the following:
+-------------------------+-------------------------+-------------------------+
|Name |Number of Shares |% holding of enlarged |
| | |share capital |
+-------------------------+-------------------------+-------------------------+
|GCIT | 2,750,000 | 20.38 |
+-------------------------+-------------------------+-------------------------+
|Germiston Investment | 2,750,000 | 20.38 |
|Limited | | |
+-------------------------+-------------------------+-------------------------+
|Antony Batty | 1,000,000 | 7.41 |
+-------------------------+-------------------------+-------------------------+
|Trevor David Coote | 500,000 | 3.70 |
+-------------------------+-------------------------+-------------------------+
In addition, a total of 2,000,000 new ordinary shares were issued to parties for
their contribution to the restucturing of the Company as follows:
+-------------------------+-------------------------+-------------------------+
|Name |Number of Shares |% holding of enlarged |
| | |share capital |
+-------------------------+-------------------------+-------------------------+
|Beaumont Cornish Limited | 500,000 | 3.70 |
+-------------------------+-------------------------+-------------------------+
|Falcon Securities (UK) | 500,000 | 3.70 |
|Limited | | |
+-------------------------+-------------------------+-------------------------+
|Antony Batty & Company | 500,000 | 3.70 |
+-------------------------+-------------------------+-------------------------+
|Pritchard Englefield | 500,000 | 3.70 |
+-------------------------+-------------------------+-------------------------+
Application has been made to the London Stock Exchange for these new ordinary
shares, which will rank, pari passu, with all existing ordinary shares, to be
admitted to trading on AIM on Tuesday 10 July 2007.
Change of Name
NWD Group PLC has changed its name to Ovidia Investments plc.
Publication of Accounts
The Company has posted its Accounts for the year ended 31 December 2006 to
shareholders today. Copies may be obtained for a period of 30 days from the date
here of from:
Falcon Securities Limited
154 Bishopsgate
London
EC2M 4LN
Appointment of Nominated Adviser and Broker
The Company has appointed Beaumont Cornish Limited as Nominated Adviser, and
Falcon Securities Limited as Broker. Beaumont Cornish Limited and Falcon
Securities Limited have each been issued with 500,000 new ordinary shares for
their contribution to the restructuring of the company as outlined above.
Loan Note Issues
The Company has entered into an instrument under which the Company has the right
to require Cairns Investments Limited to advance #25,000 within 60 days by way
of zero coupon convertible loan notes 2013 of the Company. The loan note is
convertible into and up to 2,500,000 Ordinary Shares in the Company at the
conversion rate of 1p per share and is repayable on 30 June 2013.
The amount to be advanced by Cairns was to be applied in the payment to Mr
Blackburn in accordance with the Agreement of the Company to pay that amount to
Mr Blackburn as consideration for his agreeing to allow his indebtedness to be
treated as a creditor under the CVA.
Enquiries:
Nigel Weller 07769 906 906
Roland Cornish 0207 628 3396
Beaumont Cornish Limited
This information is provided by RNS
The company news service from the London Stock Exchange
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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