TIDMBGBL
RNS Number : 9204L
Bglobal PLC
10 July 2014
Bglobal plc ('Bglobal', the 'Group' or the 'Company')
PROPOSED RETURN OF CAPITAL TO SHAREHOLDERS OF 11 PENCE PER
ORDINARY SHARE, DELISTING, CHANGE OF NAME AND NOTICE OF GENERAL
MEETING (THE"PROPOSALS")
Bglobal plc (AIM:BGBL) is pleased to announce that it is
proposing, subject to Shareholder and Court approval, to return
approximately GBP11.7 million to Shareholders through a proposed
return of capital to Shareholders (the "Return of Capital"). The
Board has decided to effect the Return of Capital through a
structure involving an issue of B Shares which would enable all
Shareholders to receive their cash proceeds as capital, as would be
the case on a winding up ("B Share Scheme").
Shareholders are also being asked to vote in favour of a change
of the Company's name and the cancellation of trading of its shares
on AIM.
In order to comply with the AIM Rules and applicable companies
legislation, the change of name, the B Share Scheme, the Delisting
and certain related matters require the approval of Shareholders at
a general meeting of the Company, to be held at the offices of
Travers Smith LLP, 10 Snow Hill, London EC1A 2AL at 10.00 a.m. on
30 July 2014. A circular, setting out further details of the
Proposals and a notice convening the General Meeting is being
posted to Shareholders today.
The Board is recommending to Shareholders that they vote in
favour of the Resolutions to be proposed at the General Meeting, as
the Directors have irrevocably undertaken to do for their
respective individual beneficial holdings of, in aggregate, 125,000
Ordinary Shares, representing approximately 0.18 per cent. of the
current issued share capital of the Company.
A circular, explaining the background to and reasons for the
Proposals and providing notice of a general meeting (the
"Circular"), is expected to be posted to Shareholders later today.
Copies of the Circular will also be available on the Company's
website (www.bglobalplc.com).
Background
As a result of the strategic review carried out by the Board, it
was determined to dispose of Bglobal Metering and subsequently
Utiligroup. Bglobal received a number of approaches for different
combinations of business units from bidders who had different
strategic goals. Throughout, the Board's approach was to analyse
those bids with a view to ascertaining their successful delivery,
not just in terms of execution risk, but also in terms of the
ultimate return of cash to shareholders. KPMG assisted the Board in
conducting a very thorough marketing exercise for each of the
Group's key business units. The Board maintained all of the
business divisions for minimal additional cost during this period.
However, it soon became clear that closing Nutech and Bsmart was
the most effective way of delivering shareholder value and this was
done swiftly with minimal disruption to the other ongoing
businesses. The Board's decisions have been vindicated by the
completion of the prompt sale of both Bglobal Metering and
Utiligroup on sensible terms and at acceptable values.
Return of capital
Following the two disposals referred to above and after having
repaid the loan and borrowing facilities that the Group had with
Synergy Capital and Barclays Bank plc, as at 9 July 2014 the Group
had cash balances (net of GBP1.98 million of costs and expenses
incurred in carrying out the strategic review, in the sale of
Bglobal Metering and Utiligroup, in closing down Nutech and Bsmart,
and in dealing with certain shareholder and restructuring costs)
of, in aggregate, GBP16.4 million. The Board believes it is prudent
to withhold GBP4.7 million from the Return of Capital. This sum is
to cover contingent liabilities in the Board's assessment of a
realistic worst case scenario and the anticipated costs of
maintaining the Company in operation and ultimately winding it up.
John Grant and Tim Jackson-Smith intend to appoint liquidators to
formally wind up the Company as soon as practicable following the
determination or settlement of all material contingent
liabilities.
The principal contingent liabilities of the Company relate to
the disposals of its subsidiaries. Whilst the Board sought to
minimise the scope of those liabilities and the likelihood of any
claim in relation to them, there is no guarantee that no claims
will arise under the warranties and indemnities given and it is
expected that there will be some small claims under one capped
indemnity which was given on the sale of Bglobal Metering. The
warranties and indemnities provided on the disposal of Bglobal
Metering and Utiligroup expire on 17 July 2015 and 30 June 2015
respectively. The Company is required pursuant to the sale and
purchase agreement relating to the disposal of Bglobal Metering to
maintain and not distribute a reserve of GBP2.3 million to cover
claims relating to that disposal. It also has contingent
liabilities capped at GBP3.22 million from the sale of Utiligroup
and running costs. The Board has assessed the likelihood of a claim
being made under the warranties and indemnities that were given to
the buyers of Bglobal Metering and Utiligroup and has also
considered the quantum of any such claims in light of the scope and
nature of the warranties and indemnities and the protections that
were negotiated for the Company in respect of each transaction.
Consequently, the Board is proposing the Return of Capital to
all Shareholders amounting to approximately GBP11.7 million in cash
(11 pence per Ordinary Share), by way of a B Share Scheme, which
gives Shareholders a return of the cash in the form of capital. The
Board may seek to accelerate determination of its contingent
liabilities if to do so is economically viable. If it does not, it
is anticipated that they would otherwise be settled in September
2015.
Further cost savings
The Board is now focused on realising the Company's remaining
assets, minimising costs and determining any contingent liabilities
with a view to returning as much cash to Shareholders as is
possible within the timing constraints imposed by its
obligations.
In addition to the Company's bank balance, the Company has one
remaining asset being the property which housed the former Nutech
training centre at Phoenix Park. The property was fitted out to
provide training to smart meter installers and has classrooms,
workshops and associated infrastructure throughout. The Board
anticipates that to maximise the returns from its sale, a small
amount of building and refitting work will be required to return
the premises to office use. Commencing that work is now the
Company's top priority. Whilst the Company is unable to predict the
property market, it is hoped that once completed, the property may
be marketed and sold for approximately GBP325,000.
Notice has been served to terminate the Company's head office
lease with effect from September 2014. It is also proposed to
extend the Company's financial year to 30 June in order to avoid
the requirement for a further audit prior to the Company's
liquidation and anticipated return of additional capital in
September 2015. It is anticipated that on a future return of
capital, as part of the liquidation process, the liquidator will
furnish a statement of financial position to Shareholders.
Board structure
If the Required Resolutions are passed by the requisite 75 per
cent. majorities, it is proposed that James Newman and Steven
Fawkes will resign as non-executive directors and that Nick
Makinson will resign as company secretary. John Grant and Tim
Jackson-Smith will continue as the Company's only directors in
revised roles as Non-executive Chairman, and Non-executive Director
and company secretary respectively. To reflect their changed roles,
John Grant and Tim Jackson-Smith will each receive a fee of
GBP40,000 per annum. Such fees will only be reviewed in the event
that the Company becomes involved in substantive litigation in
relation to any contingent liabilities. Shareholders are reminded
that John Grant is a representative of Hawkwood Capital, a major
shareholder of the Company which supports the Return of Capital and
the strategy of minimising costs to maximise Shareholder
returns.
Delisting
The Company received clearance from HMRC that the disposal of
its subsidiaries would not trigger any liability to corporation tax
on the basis that the Company would be wound-up as soon as
practicable following their sale. Accordingly, the Board does not
believe that the Company would be an attractive shell company which
might be purchased by a third party if it remained admitted to
trading on AIM. Accordingly, the Board anticipates that the
Delisting will help the Company to make further cost savings whilst
continuing to minimise the Company's liabilities and sell its
remaining property.
All of the steps outlined above will minimise the Company's
expenditure and preserve its capital for later return to
Shareholders.
Delisting process
Rule 41 of the AIM Rules requires an AIM company that wishes to
cancel admission of its securities to trading on AIM to notify such
intended cancellation to the public and separately to inform the
London Stock Exchange of its preferred cancellation date. That rule
also requires that, unless the London Stock Exchange otherwise
agrees, the Delisting must be conditional upon the consent of not
less than 75 per cent. of votes cast by the Shareholders, given in
a general meeting.
Subject to Shareholder approval at the General Meeting, it is
expected that the admission of the Ordinary Shares to trading on
AIM will be cancelled with effect from 7.00 a.m. on 2 September
2014. Accordingly, trading in Ordinary Shares on AIM will cease at
the close of business on 1 September 2014.
The Delisting may have taxation consequences for Shareholders.
Shareholders who are in any doubt about their tax position should
consult an appropriate professional adviser. Upon cancellation of
the Ordinary Shares to trading on AIM, Charles Stanley will cease
to be the Company's nominated adviser and broker and the Company
will no longer be required to comply with the AIM Rules.
Risks associated with the Delisting
There are certain risks associated with the Delisting. The Board
considers the principal risks that Shareholders should consider to
be as follows:
(a) Lack of an ongoing trading platform
Once the Delisting has taken place, there will no longer be a
formal market mechanism for Shareholders to trade in the Ordinary
Shares and no price will be publicly quoted for the Ordinary
Shares. Shareholders will be able to buy and sell their Ordinary
Shares "off market" although this will be more difficult than
trading "on market". The only other opportunity for Shareholders to
sell their Ordinary Shares would arise upon a sale of all of the
issued share capital of the Company to a third party. It will
therefore be more difficult for Shareholders to realise their
Ordinary Shares than when the Company had an AIM quotation and,
where a buyer is identified, it will be difficult to place a fair
value on any such sale.
(b) Corporate governance and regulation
After the Delisting, the AIM Rules will no longer apply to the
Company and levels of corporate governance and transparency will no
longer be dictated by those rules. However, as the Company will
remain a public limited company (albeit unlisted) there is still a
requirement under the Companies Act for it to have at least two
directors. John Grant and Tim Jackson-Smith will continue to run
the Company for the benefit of all Shareholders. Their sole task
will be to effect an orderly winding down of the Company's affairs
at as low a cost as is possible in order to maximise returns to
Shareholders and appoint liquidators to finally wind-up the Company
when most appropriate. They will convene an annual general meeting
of the Company when required to do so and would seek Shareholder
support at that meeting for their continuing mandate.
Notwithstanding the cancellation of the Ordinary Shares to
trading on AIM, the Company will continue to publish annual reports
and accounts and hold Annual General Meetings and other General
Meetings in accordance with the applicable statutory requirements
and the Company's articles of association. Where the Board
considers it to be in the interests of the Company to do so, it
will continue to post certain additional information relating to
the Company on its website. Any shareholders requesting information
following the Delisting will be encouraged to contact John Grant or
Tim Jackson-Smith directly.
In addition, the provisions of the Takeover Code will continue
to apply in the event that circumstances arise where the Company
would be an offeree company for the purposes of the Takeover Code.
John Grant and Tim Jackson-Smith will ensure that the Shareholders
continue to be afforded the same protections so that, amongst other
things, all Shareholders will be treated fairly, will be able to
decide on the merits of a takeover offer and Shareholders of the
same class are afforded equivalent treatment by an offeror.
The B Share Scheme
Each Shareholder will receive one B Share for each corresponding
Ordinary Share held at the Record Time and will receive 11 pence in
respect of each such B Share on the redemption thereof.
It is expected that each B Share will be redeemed by the Company
for 11 pence by 26 August 2014 and cancelled by the Company on
redemption. It is expected that the redemption proceeds will be
sent to relevant Shareholders by 5 September 2014. Further details
of the B Share Scheme are contained in the Circular.
Information relating to the B Shares
None of the B Shares will be admitted to AIM or to trading on
the London Stock Exchange, nor will the B Shares be listed or
admitted to trading on any recognised investment exchange. The B
Shares will have limited rights. The rights and restrictions
attached to the B Shares are set out more fully in the
Circular.
Change of Name
As part of the disposal of Bglobal Metering, the Company
undertook to seek to change its name to a name not including the
word Bglobal. Accordingly, it is proposed to change the Company's
name to Stand Fast Value Return PLC. Shareholder approval to the
Company's change of name is required and will be sought at the
General Meeting.
General Meeting
Implementation of the Delisting, the change of name and B Share
Scheme and certain related matters require the approval of
Shareholders at a general meeting of the Company. Accordingly there
is set out in the Circular a notice convening the General Meeting
to be held at to be held at the offices of Travers Smith LLP, 10
Snow Hill, London EC1A 2AL at 10.00 a.m. on 30 July 2014. The
Resolutions proposed at the General Meeting will adopt the new
Articles of Association incorporating the rights and restrictions
attaching to the B Shares and approve and authorise certain steps
to be taken by the Company and its Directors for the purposes of
implementing the B Share Scheme.
Irrevocable Undertakings
The Company has received irrevocable undertakings to vote in
favour of the Resolutions from Martin Evans, Hawkwood Capital, and
James Newman. In aggregate, irrevocable undertakings have been
received in relation to 22,836,370 Ordinary Shares which represent
21.47 per cent. of the Existing Ordinary Shares.
Recommendation
The Board considers the Proposals and the Resolutions to be in
the best interests of Shareholders as a whole. Accordingly, the
Board recommends that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting as the Directors
have irrevocably undertaken so to do for their respective
individual beneficial holdings of, in aggregate, 125,000 Ordinary
Shares, representing approximately 0.18 per cent. of the total
issued share capital of the Company as at 8 July 2014 (being the
latest practicable date prior to the publication of the
Circular).
Notice of General Meeting and availability of Circular
The Company has published a Circular to Shareholders dated 10
July 2014, which provides further details of the Proposals and
encloses the Notice of General Meeting to be held on 30 July 2014
and the Form of Proxy. The Circular is being posted to Shareholders
today.
Expected Timetable of Principal Events
Publication of the Circular 10 July 2014
----------------------------------- -------------------
Latest time and date for receipt
of Forms of Proxy and CREST 10.00 a.m. on 28
Proxy Instructions for the July 2014
General Meeting
----------------------------------- -------------------
Record time for those shareholders
on the Register of Members 6.00 p.m. on 28
entitled to attend or vote July 2014
at the General Meeting
----------------------------------- -------------------
General Meeting 10.00 a.m. on 30
July 2014
----------------------------------- -------------------
Court Directions Hearing 7 August 2014
----------------------------------- -------------------
Latest time and date for dealings
in Ordinary Shares prior to 5.00 p.m. on 20
the Record Time August 2014
----------------------------------- -------------------
Court hearing to approve the 20 August 2014
Capital Reduction
----------------------------------- -------------------
Record Time 6.00 p.m. on 22
August 2014
----------------------------------- -------------------
B Shares issued after 6.00 p.m. on 22
August 2014
----------------------------------- -------------------
Redemption of B Shares By 26 August 2014
----------------------------------- -------------------
Latest time and date for dealings
in Ordinary Shares prior to 5.00 p.m. on 1
Delisting September 2014
----------------------------------- -------------------
Cancellation of admission to 7.00 a.m. on 2
trading on AIM September 2014
----------------------------------- -------------------
Despatch of cheques or, if
held in CREST, CREST accounts By 5 September
credited in respect of proceeds 2014
under the B Share Scheme
----------------------------------- -------------------
For further information, please contact:
John Grant, Executive Mark Taylor Rebecca Sanders-Hewett
Chairman Laura White Dwight Burden
Tim Jackson-Smith, Charles Stanley David Ison
CEO Securities Redleaf Polhill
Bglobal plc Nominated Adviser Tel: 020 7382
Tel: 01254 819 and Broker 4730
600 Tel: 020 7149 6000
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
AIM the AIM market operated by the London
Stock Exchange;
AIM Rules the rules for AIM companies published
by the London Stock Exchange, as
amended or re-issued from time to
time;
Articles of the articles of association of the
Association Company;
B Shares the redeemable shares of 0.001 pence
each in the capital of the Company
carrying the rights and restrictions
set out in Part IV of the Circular;
B Share Scheme the proposed transactions comprising
or Return of the Capital Reorganisation and the
Capital return of 11 pence per Ordinary
Share by way of the issuance and
redemption of the B Shares;
Bglobal Metering B Global Metering Limited;
Board or Directors the board of directors of Bglobal
plc;
Bsmart Bsmart Energy Solutions Limited;
Capital Reduction the proposed reduction of share
capital to be effected, subject
to Court approval, by Resolution
3;
Capital Reorganisation the proposed reorganisation of the
Company's share capital comprising
the Capital Reduction and the issue
of the B Shares;
Charles Stanley Charles Stanley Securities, a trading
division of Charles Stanley & Co
Limited;
Companies Act the Companies Act 2006, as amended;
Company Bglobal plc;
Court the High Court of England and Wales;
CREST the relevant system (as defined
in the CREST Regulations) in respect
of which Euroclear is the Operator
(as defined in the CREST Regulations);
CREST Manual the CREST manual issued by Euroclear;
CREST member a person who has been admitted by
Euroclear as a system-member (as
defined in the CREST Regulations);
CREST Proxy the instruction whereby CREST members
Instruction send a CREST message appointing
a proxy for the General Meeting
and instructing the proxy how to
vote and containing the information
set out in the CREST Manual;
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001/3755);
Delisting the proposed cancellation of the
admission of the Ordinary Shares
to trading on AIM as described in
this announcement;
Euroclear Euroclear UK & Ireland Limited,
being the operator of CREST;
Existing Ordinary Ordinary Shares in issue as at the
Shares date of the Circular;
Form of Proxy the form of proxy enclosed with
the Circular for use by Shareholders
in connection with the General Meeting;
General Meeting the general meeting of the Company,
to be held at the offices of Travers
Smith LLP, 10 Snow Hill, London
EC1A 2AL at 10.00 a.m. on 30 July
2014, or any adjournment thereof,
notice of which is set out at the
end of the Circular;
Group the Company and its subsidiaries
and subsidiary undertakings from
time to time;
HMRC HM Revenue & Customs;
London Stock London Stock Exchange plc;
Exchange
New Ordinary Ordinary Shares issued after the
Shares date of the Circular pursuant to
the exercise of options by Optionholders;
Notice of General the notice of the General Meeting
Meeting which appears at the end of the
Circular;
Nutech Nutech Training Limited;
Ordinary Shares the ordinary shares of 1 pence each
in the capital of the Company;
Overseas Shareholders Shareholders who are not resident
in the United Kingdom or who are
citizens, residents or nationals
of a country other than the United
Kingdom or who have a registered
address which is not in the United
Kingdom. For the avoidance of doubt,
Shareholders who are not resident
in the United Kingdom include Shareholders
who are resident in the Channel
Islands or the Isle of Man;
Record Time 6.00 p.m. on 22 August 2014 (or
such other time and date as the
Directors may determine);
Required Resolutions Resolutions 1, 2, 3 and 4 set out
in the Notice of General Meeting;
Resolutions the resolutions to be proposed at
the General Meeting to approve the
Proposals, as set out in the Notice
of General Meeting;
Shareholders holders of Ordinary Shares and,
where the context so requires, holders
of B Shares;
Sterling or the lawful currency of the United
GBP Kingdom;
Takeover Code the City Code on Takeovers and Mergers,
as issued from time to time by or
on behalf of the Panel on Takeovers
and Mergers in the United Kingdom,
and any successor thereof or replacement
thereto, and having regard to any
public statements issued by the
Panel in relation to the interpretation
of the City Code on Takeovers and
Mergers
UK or United the United Kingdom of Great Britain
Kingdom and Northern Ireland;
Utiligroup Utiligroup Limited.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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