Lb-shell plc Update (8943J)
10 December 2018 - 6:00PM
UK Regulatory
TIDMLBP
RNS Number : 8943J
Lb-shell plc
10 December 2018
LB-Shell plc
("LB-Shell" or the "Company")
Update
The Board of LB-Shell announces that it intends to delist the
company from the standard segment of the Official List of the
London Stock Exchange and commence a voluntary winding up of the
Company.
Background to Winding Up
On 3 May 2018, Melissa Sturgess, Charles Morgan and Michael
Langoulant were appointed to the board of the Company (the "Board")
to attempt to recapitalise the company, rather than wind it up, in
order to try to provide value for shareholders. There were no
available shareholder funds at the time of these board
appointments. The Company has been financed from this date through
the issuance of convertible loan notes.
On 24 July 2018, the Company announced that it received a Letter
of Claim (the "Letter") from lawyers representing certain
shareholders of the Company, in relation to activities of the
Company in the period before the appointment of the current Board.
Specifically, the matters referred to in the Letter related to the
conduct of the IPO of Intelligent Energy Holdings ("IEH plc"), the
former name of LB-Shell plc, in July 2014 and the subsequent sale
of substantially all of the business and assets of IEH plc to
Meditor Energy Limited in October 2017.
The Letter did not directly threaten the Company with any action
but asked for specific information which the Board of LB Shell was
not able to provide due to the existence of confidentiality
agreements which had been signed before the appointment of the
current Board. Despite an exchange of correspondence with the
claimants, they refused to say that the Company would not be joined
in any action in the future. At present there has been nothing
further heard with regard to the Letter.
The Board has concluded that, with the level of litigation risk,
it is not viable to further capitalise the Company and seek a new
business for it as this threat will remain and any escalation of
the threats contained in the Letter will be costly. The Board also
believes that a recapitalisation of the company may make it a more
lucrative target for the potential litigants. Therefore the Board
has resolved to place LB-Shell into administration in order to
distribute any value remaining in the Company to its stakeholders.
Subject to approval of the Shareholders and Convertible Loan Note
Holders the Company will be placed into Voluntary Administration.
If Shareholder and Convertible Loan Note Holder approval is not
gained the Company will be placed in to Creditor Administration.
The Board does not expect that following the winding up of the
Company, there will be any funds available to distribute to
Shareholders.
The Directors will keep Shareholders informed once
Administrators have been appointed to carry out the winding up of
the Company.
The Directors accept responsibility for this announcement.
-ENDS-
Enquiries:
LB-Shell plc
Melissa Sturgess
+44 7787 942 777
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London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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December 10, 2018 02:00 ET (07:00 GMT)
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