TIDMMNRG
MetalNRG PLC
29 June 2022
29 June 2022
MetalNRG plc
("MetalNRG" or the "Company")
Request for a General Meeting
MetalNRG takes the opportunity to inform the market that, on 16
June 2022, MetalNRG received a letter at its registered office
address, requesting that a general meeting be convened for the
purpose of considering the instruction by the Company of an
independent professional advisor to conduct an impartial
investigation of: (i) the transactions carried out by the Company
between 1 January 2021 and 2 February 2022, including the issuance
of up to GBP200,000 of secured Convertible Loan Notes to Global
Investment Strategy ("GIS") ; and (ii) the use of the aggregate
GBP1,800,000 net placing proceeds, raised in the placing in May
2021, including the financing of BritNRG Limited and the Sunswept
Acquisition.
The Company considered the requisition notice carefully (not
least in light of its general wish not to deny any qualifying
shareholder their rights under section 303(1) Companies Act) and
rejected it on the grounds that it had not been executed by
"members" (within the meaning of the Companies Act 2006) holding
the requisite percentage of shares required to make a valid
request. The Company's rejection of the requisition notice came
after due and careful enquiry of its registrar and after scrutiny
of reports prepared for it by third party register analysts to
determine the validity of the requisition notice. In any event, the
request would also have to be balanced against due and proper
process and the prudent use of shareholder resources.
In order to avoid the need to requisition a general meeting, and
the costs associated therewith, to obtain information which is
already readily available to shareholders, the Company has decided
to provide the information voluntarily and transparently. The
Company would also like to point out that the Contract of the
Convertible Loan Notes entered into with GIS has been available for
all to scrutinise since January 2022 on the Company's website.
The Company outlines below the use of proceeds from the May 2021
placing referred to in the requisition notice:
Use of Proceeds
Investments
BritNRG LLP 1,020,000
Goldridge 47,738
MNRG Eco Ltd / EQTEC 605,280
Total 1,673,018
=======================
Corporate
Legal fees 85,000
Legal fees 192,000
Audit fees 61,200
PR fees 12,600
Listing fees 15,750
Website 8,100
Website 2,400
Broker fees 9,000
IT Support / Bank
charges 236
Other (Postage) 32
Salaries, Dir fees,
bonuses 89,564
Total 475,882
=======================
The majority of funds, some GBP1,020,000, were paid, in May
2021, to BritENERGY Holdings LLP, a limited liability partnership
in which Mr Pierpaolo Rocco had, at the time, an indirect
beneficial interest of not less than 70% (which is now admitted by
Mr Rocco as being held through a company owned by his wife and of
which he was also a director), which information was not properly
disclosed to the Company at the time of the transactions giving
rise to the payment obligation (and was not apparent from public
records at Companies House which did not reflect the actual
interests held at the relevant time).
It is the undisclosed nature of this interest which has led
directly to the litigation between the Company, BritENERGY Holdings
LLP, BritNRG Limited and Mr Rocco, with the Company seeking the
return of the payment, which in the view of the Company was of the
nature of a secret profit being made by a then director at the
expense of the Company and is, in any event, recoverable pursuant
to section 195 of the Companies Act, inter alia, as a direct result
of the failure by Mr Rocco to adequately disclose his interest in
those transactions.
The Company has applied to the High Court for an order that the
GBP1,020,000 be returned together with interest and costs by way of
summary judgement (on grounds that no substantive defence has been
filed and the relevant facts have largely admitted by the
defendants). The Company is currently awaiting a date for a hearing
of the summary judgment application and is confident that summary
judgement will be granted in its favour, together with costs.
In the meantime, the Company continues to receive ancillary
legal challenges from Mr Rocco (some of which have been
successfully defended by the Company, for example Mr Rocco's claims
brought in the Sheriff Court in Scotland, which were dismissed with
costs awarded to the Company against Mr Rocco in an amount to be
assessed) and others subsequently threatened but seemingly
abandoned by Mr Rocco (many of which shareholders will have seen
reference to in websites maintained by and posts on social media
made by Mr Rocco and/or his associated entities) including cases of
alleged actions for defamation and a petition for unfair
prejudice). As with the defective requisition notice, these actions
are, in the opinion of the Company, ill-conceived and generally
fail to comply with (or are made without a proper understanding of)
the applicable laws and regulations, being designed, in the view of
the Company, as attempts to deflect shareholder attention from the
true matter affecting shareholder assets, being the recovery of
funds unlawfully received by BritENERGY Holdings LLP from the
Company in May 2021.
END
Contact details:
MetalNRG plc
Rolf Gerritsen
Christopher Latilla-Campbell +44 (0) 20 7796 9060
Corporate Broker
PETERHOUSE CAPITAL LIMITED
Lucy Williams/Duncan Vasey +44 (0) 20 7469 0930
----------------------
Corporate Broker
SI CAPITAL LIMITED
Nick Emerson +44 (0) 1483 413500
----------------------
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END
NRAUKURRUVUNUAR
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June 29, 2022 06:45 ET (10:45 GMT)
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