Lb-shell plc Continuation Option and Directorate Changes (9524M)
03 May 2018 - 4:00PM
UK Regulatory
TIDMLBP
RNS Number : 9524M
Lb-shell plc
03 May 2018
Lb-shell plc (formerly Intelligent Energy Holdings plc)
(LSE: LBP)
3 May 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
LB-shell plc (formerly named Intelligent Energy Holdings plc)
(the "Company")
Update on Continuation Option and Directorate Changes
On 29 March 2018, as part of the Company's period end results
announcement, the Directors noted that a viable continuation option
had been identified for the Company, which could potentially
provide more value for shareholders than the previously identified
course of action of a wind down, orderly or otherwise, of the
Company (which would be expected to provide no return for
shareholders).
The Company has now decided that it is in the best interests of
shareholders to look to implement this continuation option. The
continuation option is expected to involve the Company , under the
leadership of a new board of directors (who are being advised by
Peterhouse Corporate Finance Limited ("Peterhouse")) and subject to
the requisite shareholder approvals, acquiring or investing in a
business which is at this point unidentified, using the proceeds of
an initial GBP300,000 in convertible loan funds and potential
future additional funding.
Following discussions with that new leadership team and
Peterhouse:
-- the current Board of Directors, comprising Paul Heiden
(Chairman), Martin Bloom, Caroline Brown, Zarir Cama, Flavio
Guidotti, John Maguire and Mike Muller, are standing down as
Directors with immediate effect; and
-- a new board has been appointed to pursue the continuation
option, comprising Melissa Sturgess (Executive Chairman), Charles
Morgan (Non-executive Director) and Michael Langoulant
(Non-executive Director) (the "New Board").
The New Board will be subject to reappointment at the next AGM.
John Maguire is also replaced by Michael Langoulant as Company
Secretary.
As noted in previous announcements, the sale of the Company's
business and assets to Meditor Energy Limited (MEL), which
completed on 25 October 2017, envisaged that the Company would
proceed to an orderly wind down or dissolution following that sale.
With the approval of the New Board and MEL, the post completion
aspects of the sale agreement entered into on 25 October 2017 have
been amended to enable the continuation option to proceed, with any
limited residual cash remaining in the Company ahead of the
commencement of any refinancing being paid to MEL, to reflect the
original commercial terms of that earlier sale agreement. MEL has
also committed to voting in favour of certain of the shareholder
approvals necessary for the continuation option to proceed.
The person responsible for the release of this announcement on
behalf of the Company is John Maguire.
Enquiries:
Melissa Sturgess
3 May 2018
For enquiries telephone: 07787 942777
Forward-looking statements
Certain statements made in this announcement are, or may be,
forward-looking statements. These represent expectations for the
Company's business, and involve risks and uncertainties. The
Company has based these forward-looking statements on current
expectations and projections about future events. However, because
they involve known and unknown risks, uncertainties and other
factors, which in some cases are beyond the Company's control,
actual results or performance may differ materially from those
expressed or implied by such statements. No reliance should be
placed on such forward-looking statements. Without limitation to
the foregoing, nothing in this announcement is intended to
constitute (or should be construed as) a profit forecast.
Peterhouse, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for the Company
and no-one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Peterhouse nor for providing advice in relation to any of the
matters referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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May 03, 2018 02:00 ET (06:00 GMT)
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