TIDMBDT
RNS Number : 8866H
Bidtimes PLC
06 June 2011
6 June 2011
Bidtimes PLC
("Bidtimes" or "the Company")
Further re: licence discussions and Notice of General
Meeting
Resolution of licence discussions
On 20 April 2011, the Company announced that it had received
notice that a third party had also been granted exclusive rights by
Pyromex Holding AG ("Pyromex") to use, own, assemble and install
and operate Pyromex UHTG systems in Australia and also in certain
other territories, contrary to information previously supplied by
Pyromex to PowerHouse Energy, Inc. ("PowerHouse") and inconsistent
with the disclosure contained in the Admission Document published
by the Company on 31 March 2011. In order to reach a resolution to
this matter, the Directors of Bidtimes adjourned the General
Meeting of the Company from 26 April 2011 to 12 May 2011.
On 12 May 2011, the Company announced that it had been advised
that PowerHouse, Pyromex and the third party had entered into a
non-binding memorandum of understanding and that in order to allow
the parties to finalise the necessary documentation, the Company
had decided to adjourn the General Meeting to be held later that
day until further notice.
The Company is now pleased to announce that it has today entered
into a settlement agreement with Pyromex and RenewMe Limited, a
corporation incorporated in Cyprus ("RenewMe"), pursuant to which
PowerHouse will continue to hold the exclusive rights to Australia
and in addition has gained the exclusive rights to New Zealand
As a result of these arrangements, PowerHouse now has a sole and
exclusive licence in North America, Central America, the
Surrounding Islands, Nigeria, Australia and New Zealand and a
non-exclusive licence in the Middle East and North Africa (but
excluding Nigeria), the Gulf Co-operation Council (made up of
Kuwait, Bahrain, Saudi Arabia, Qatar, United Arab Emirates and
Oman), French Polynesia, South Pacific, Asia (but excluding India)
and United States Territories.
Furthermore, Pyromex has granted to PowerHouse an exclusive
perpetual and irrevocable licence to use various patents and
licensed technology insofar as they relate to syngas production
using above ground coal as feedstock (with the right to
sub-license) and including the rights to fabricate, manufacture,
have manufactured and sell, operate or otherwise supply coal to
syngas units worldwide excluding Italy.
Under the terms of the settlement agreement, Pyromex has agreed
with PowerHouse to waive PowerHouse's obligation to make the next
five annual $200,000 payments under the Pyromex Licence on the
basis that PowerHouse will pay such payments to RenewMe on the
terms of the agreement with RenewMe. The net effect on the Company
is cash neutral.
In addition, conditional upon the acquisition of PowerHouse
being completed, the Company has guaranteed the performance of all
of PowerHouse's obligations under the agreements with RenewMe.
Notice of General Meeting
Due to the lapse of time since the date of publication of the
Admission Document and the notice of the General Meeting included
in it, the Company is now reconvening the adjourned General Meeting
which will now be held on 27 June 2011.
The Company posted a circular on 4 June 2011 containing a notice
reconvening the adjourned General Meeting, which has been
reconvened for 10.00 a.m. on 27 June 2011 at the offices of
Merchant Securities, 51-55 Gresham Street, London EC2V 7HQ for the
purpose of considering and, if thought fit, passing the following
resolutions:
Ordinary resolutions to:
1. approve, for the purposes of Rule 14 of the AIM Rules, the
Acquisition;
2. approve the Waiver;
3. authorise the Directors to allot relevant equity securities
under Section 551 of the Act;
4. approve and adopt the Share Option Scheme;
5. approve the arrangements with Delta Capital Pty Ltd for the
purposes of Rule 16.2 of the Takeover Code; and
Special resolutions to:
6. approve the Capital Reorganisation;
7. disapply statutory pre-emption rights;
8. adopt the New Articles to reflect certain provisions of the
Act as set out in paragraph 5 of Part VI of the Admission
Document;
9. permit a general meeting other than an annual meeting to be
called on not less than 14 clear days' notice; and
10. change of the Company's name to PowerHouse Energy Group
plc.
Capital Reorganisation
In view of the delay in holding the General Meeting, the record
date of the Capital Reorganisation will now be 28 June 2011. It is
therefore expected that the New Ordinary Shares arising as a result
of the Capital Reorganisation in respect of Existing Ordinary
Shares held in uncertified form, i.e. in CREST, will be credited to
the relevant CREST accounts on 29 June 2011 and that definitive
share certificates in respect of the New Ordinary Shares arising as
a result of the Capital Reorganisation from Existing Ordinary
Shares held in certified form will be despatched to relevant
Shareholders by 13 July 2011. No temporary documents of title will
be issued. Share certificates in respect of Existing Ordinary
Shares will cease to be valid on 27 June 2011 and, pending delivery
of share certificates in respect of New Ordinary Shares will be
certified against the register.
Admission and dealings
Application has been made to the London Stock Exchange for the
Enlarged Issued Share Capital to be admitted to trading on AIM. It
is expected that Admission will become effective and that dealings
in the Enlarged Issued Share Capital will commence on 29 June
2011.
Revised expected timetable of principal events
Latest time and date for receipt of the completed
Forms of Proxy to be valid at the General Meeting 10.00 a.m. on
23 June 2011
General Meeting 10.00 a.m. on 27 June 2011
Capital Reorganisation Record Date 6.00 p.m. on 28 June 2011
Completion of the Acquisition,
Capital Reorganisation becomes effective,
Admission and commencement of dealings
on AIM in the Enlarged Issued Share Capital 29 June 2011
CREST accounts credited with New Ordinary Shares
and the Consideration Shares in uncertificated form 29 June
2011
Despatch of definitive share certificates
for the New Ordinary Shares and the Consideration Shares by 13
July 2011
ISIN on Admission GB00B4WQVY43
EPIC PHE
Definitions
Terms defined within the announcement by the Company dated 1
April 2011 have the same meaning in this announcement unless
otherwise stated.
Availability of the circular
The circular will be available later today for inspection at the
offices of Merchant Securities Limited and for download from the
Company's website www.bidtimes.com.
Contact:
Bidtimes plc T: +44 (0) 20
Julian Moore, Non-Executive 7887 1362
Director
Merchant Securities Limited T: +44 (0) 20
(Nomad/Broker) 7628 2200
David Worlidge / Simon Clements
This information is provided by RNS
The company news service from the London Stock Exchange
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