TIDMCGP
RNS Number : 4815W
Cogenpower PLC
14 November 2017
FOR IMMEDIATE RELEASE
14 November 2017
Cogenpower plc
("Cogenpower" or the "Company" or the "Group")
Proposed Disposal of Cogenpower SRL and change of name
Notice of General Meeting
Summary
As envisaged in the announcement dated 25 October 2017, the
Board of Cogenpower announces that the Company has today entered
into a conditional sale and purchase agreement ("SPA") with Re
Sipar srl ("RSS"), an Italian company wholly-owned by Francesco
Vallone, the founder and current Chief Executive of the Company.
Pursuant to the SPA, RSS has agreed to acquire Cogenpower srl (and
consequently its controlled subsidiaries of Cogenpower Energia srl
and Cogenpower Gas & Power srl) and as a result to assume all
its assets and liabilities. As at 30 June 2017, after taking into
account the reduction in receivable from the Company pursuant to
the CVA, Cogenpower srl had net unaudited liabilities of EUR0.7
million, including trade creditors of EUR3.9 million, tax creditors
of EUR4.7 million and total debt owed to third party banks of
EUR5.4 million, with net current liabilities of EUR7 million. Total
assets at the same date amounted to EUR13.7 million. The
consideration is a nominal cash payment of GBP1. The SPA contains
warranties only as to capacity and authority and title from the
Company and no commercial warranties. The SPA is, in accordance
with the AIM Rules, conditional on shareholder approval.
Conditional on completion of the SPA, the Company has also
entered into a deed of termination with Cogenpower srl to terminate
the Management Services Agreement dated 9 June 2015, pursuant to
which the Company provided certain support and administrative
services to Cogenpower srl and Cogenpower srl recharged to the
Company all costs it had incurred relating to the admission to AIM
of the shares in the Company in February 2016.
AIM Rule 15
In accordance with AIM Rule 15, the Disposal constitutes a
fundamental change of business of the Company and is conditional on
Shareholder approval at a General Meeting of the Company being
convened for 11:00 a.m. on 1 December 2017. On Completion, the
Company would cease to own, control or conduct all or substantially
all, of its existing trading business, activities or assets.
Following completion of the Disposal therefore, the Company will
become an AIM Rule 15 cash shell and as such will be required to
make an acquisition or acquisitions which constitutes a reverse
takeover under AIM Rule 14 (including seeking re-admission as an
investing company (as defined under the AIM Rules)) on or before
the date falling six months from completion of the Disposal or be
re-admitted to trading on AIM as an investing company under the AIM
Rules (which requires the raising of at least GBP6 million) failing
which, the Company's Ordinary Shares would then be suspended from
trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM
would be cancelled six months from the date of suspension should
the reason for the suspension not have been rectified.
As such a cash shell the Company would also have no operating
cash flow and would be dependent on the net proceeds of the Placing
for its working capital requirements.
A circular setting out full details on the proposed Disposal is
being published and sent to Shareholders today. A copy of the
Chairman's letter in the Circular is set out in full in the
Appendix to this announcement without material adjustment or
amendment.
Related Party Transaction
The purchaser, RSS, is wholly-owned by Francesco Vallone, who is
a director of the Company and a substantial shareholder as he is
currently interested in 14 per cent. of the Issued Share Capital of
Cogenpower. Accordingly, the Disposal is a related party
transaction for the purposes of AIM Rule 13 and Francesco Vallone
has taken no part in any board assessment of the disposal to RSS by
the Independent Directors, being the Non-Executive Directors David
Pickering and Richard Day and the Chief Financial Officer Martin
Groak.
The Independent Directors consider, having consulted with the
Nominated Adviser, that the terms of the Disposal are fair and
reasonable insofar as the Company's Shareholders are concerned. The
Independent Directors have taken into account the lack of options
for the provision of future working capital for the Company's
existing Italian operating business and in particular:
1. The Board had identified no reasonable prospect of the
Company funding Cogenpower srl's liabilities and, in particular,
its current liabilities. As at 30 June 2017, after taking into
account the reduction in receivables from the Company pursuant to
the CVA, Cogenpower srl had net unaudited liabilities of EUR0.7
million, including trade creditors of EUR3.9 million, tax creditors
of EUR4.7 million and total debt owed to third party banks of
EUR5.4 million, with net current liabilities of EUR7 million;
2. The commercial and financial viability of Cogenpower srl is
extremely fragile without immediate prospects of any new funding,
given its current financial position and very limited working
capital;
3. Cogenpower srl is currently loss making and the Company's
base case internal projections show that there is no immediate
prospect of an improvement in financial performance without capital
investment. Support from a third party to expand the Italian
operations was withdrawn and without it there is a lack of
visibility of sufficient revenue to sustain the business;
4. A private third-party valuation of Cogenpower srl and its
subsidiaries undertaken by an independent firm of accountants and
addressed to the Board concluded that the current market value of
Cogenpower srl is EURnil;
5. The Board had originally identified that the investment in
Esseti Energia Srl, which was sold back to the vendor when
misstatements in the due diligence were discovered, was projected
to generate sufficient EBITDA to cover the overheads of the Company
and without that contribution, the Italian group did not generate
sufficient cash flow to cover those overheads. The Board also
concluded that ownership of the Italian group had become an
impediment to raising new funds and therefore the prospects for
Shareholders would be enhanced by a disposal; and
6. The Disposal is subject to shareholder approval at the General Meeting.
Proposed Board changes
Conditional on Completion, Francesco Vallone will resign as a
director of the Company. Following Completion, the Board then
intends to make additional appointments to assist the Company in
its new strategic direction as a cash shell and further
announcements will be made in due course as and when such new
appointees have been identified. David Pickering and Richard Day
have also indicated that following such further appointments, it
would be their intention at such time to stand down as directors of
the Company.
Change of Name
The Board has agreed with RSS that the Company's name will
changed to Monreal plc, conditional on Shareholder approval at the
General Meeting.
General Meeting
The Notice convening the General Meeting to be held at the
offices of Peterhouse Corporate Finance Limited, New Liverpool
House, 15 Eldon Street, London, EC2M 7LD, at 11:00 a.m. on 1
December 2017 at which the Resolutions will be proposed is being
posted today.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
Further enquiries:
Cogenpower plc Martin Groak +44 7949 209
301
info@cogenpower.co.uk
Beaumont Cornish Limited Roland Cornish +44 (0)20 7628
(Nominated Adviser) / Michael 3396
Cornish www.beaumontcornish.co.uk
Peterhouse Corporate Heena Karani
Finance Limited (Broker) Lucy Williams +44 (0) 20 7469 0930
IMPORTANT INFORMATION
Forward looking statements
Certain statements in this Document constitute "forward-looking
statements". Forward-looking statements include statements
concerning the plans, objectives, goals, strategies and future
operations and performance of the Company and the assumptions
underlying these forward-looking statements. The Company uses the
words "anticipates", "estimates", "expects", "believes", "intends",
"plans", "may", "will", "should", and any similar expressions to
identify forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors that could cause the Company's actual results,
performances or achievements to be materially different from any
future results, performances or achievements expressed or implied
by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding present and future
business strategies and the environment in which the Company will
operate in the future. These forward-looking statements speak only
as at the date of this Document. The Company is not obliged, and
does not intend, to update or to revise any forward-looking
statements, whether as a result of new information, future events
or otherwise except to the extent required by any applicable law or
regulation. All subsequent written or oral forward-looking
statements attributable to the Company, or persons acting on behalf
of the Company, are expressly qualified in their entirety by the
cautionary statements contained throughout this Document. As a
result of these risks, uncertainties and assumptions, a prospective
investor should not place undue reliance on these forward-looking
statements.
Financial data
Certain figures contained in this Document, including financial,
statistical and operating information, have been subject to
rounding adjustments. Accordingly, in certain circumstances, the
sum of the numbers in a column or row in a table contained in this
Document may not conform exactly to the total figure given for that
column or row.
APPIX I
Circular to Shareholders
Proposed Disposal of Cogenpower SRL and change of name
Notice of General Meeting
A copy of the Chairman's letter in the Circular, together with
Part II (Risk Factors) and Part III (Illustrative Pro forma) is set
out in full below without material adjustment or amendment
"Introduction
This Circular sets out details of the proposed Disposal of
Cogenpower srl, following completion of which, the Company will
become an AIM Rule 15 cash shell. The purpose of this Circular is
to provide you with the background to and to explain why the
Independent Directors consider the Proposals are in the best
interests of the Company and its Shareholders as a whole and why
they recommend that Shareholders should vote in favour of the
Resolutions to be proposed at the General Meeting.
A notice convening a General Meeting for 11.00 a.m. on 1
December, 2017, at the offices of Peterhouse Corporate Finance
Limited, New Liverpool House, 15 Eldon Street, London, EC2M 7LD, to
consider the Resolutions, is set out at the end of this
Circular.
Background to the Proposals
On 6 October 2017, the Board announced a number of proposals
including a Company Voluntary Arrangement ("CVA") and conditional
Placing to raise GBP550,000 (before expenses) by Peterhouse
Corporate Finance Limited to enable the Company to implement the
CVA, and to provide the Company with working capital to allow it to
continue to trade following the CVA. The Placing and the CVA were
approved on 24 October 2017, following which the Company's shares
resumed trading on AIM on 25 October 2017. At the same time the CVA
and Placing were announced, the Board also re-confirmed that it was
undertaking an extensive assessment of the Company's current
business, including consideration by the Board of the potential
disposal of the Group's Italian operating subsidiaries.
Over the last year, the Company had discussions with major
infrastructure funds and other investors with regards to the
provision of further funding for the Group's Italian operations in
an attempt to address the working capital requirements of the
Italian operations (which, as explained in the Company's annual
report and accounts, arose principally due to the withholding by
the GSE of payment of Green Certificate monies). These discussions
were ultimately unsuccessful. The Company also took informal
soundings from the market, which indicated negligible appetite for
any equity fundraising by the Company for its Italian operations,
mainly due to insufficient revenue visibility, the high level of
historical and ongoing liabilities, working capital concerns, the
Company's small market capitalisation and the volatility of the
Company's share price.
Accordingly, the Board believed that it was faced with the
following situation:
-- The Group was unable to raise the requisite funds required to
fund the Italian operating subsidiaries to continue to trade, let
alone invest in the development of its trading business, if the
Company were to remain as an AIM-traded company with its Italian
operations;
-- The Board could propose to delist, but then there would
effectively be no market in the Ordinary Shares; or
-- The Board could dispose of Cogenpower srl and all its Italian
subsidiaries (including Cogenpower Energia srl and Cogenpower Gas
& Power srl), introduce new funds and look to adopt a new
investing strategy to recover value for Shareholders.
Having considered the alternatives in detail with its advisers,
the Board concluded that the best option for Shareholders is to
dispose of Cogenpower srl as the Board had identified no reasonable
prospect of the Company funding the liabilities of Cogenpower srl.
The Board also did not believe that the Company should provide
anything more than basic warranties as to capacity and authority
and title to any purchaser, and should complete a disposal as soon
as practicable given the funding requirements of the Italian
operations and the objective to consider new business
opportunities. The Board also took into account a private
third-party valuation of Cogenpower srl and its subsidiaries
undertaken by an independent firm of accountants and addressed to
the Board and which concluded that the current market value of
Cogenpower srl is EURnil.
Summary of the Disposal agreement
Against this background as set out above, the Company has today
entered into a conditional sale and purchase agreement ("SPA") with
Re Sipar srl ("RSS"), an Italian company wholly-owned by Francesco
Vallone, the founder and current Chief Executive of the
Company.
Pursuant to the SPA, RSS has agreed to acquire Cogenpower srl
(and consequently its controlled subsidiaries of Cogenpower Energia
srl and Cogenpower Gas & Power srl) and as a result to assume
all its assets and liabilities. As at 30 June 2017, after taking
into account the reduction in receivable from the Company pursuant
to the CVA, Cogenpower srl had net unaudited liabilities of EUR0.7
million, including trade creditors of EUR3.9 million, tax creditors
of EUR4.7 million and total debt owed to third party banks of
EUR5.4 million, with net current liabilities of EUR7 million. Total
assets at the same date amounted to EUR13.7 million. The
consideration is a nominal cash payment of GBP1. The SPA contains
warranties only as to capacity and authority and title from the
Company and no other warranties.
The SPA is conditional on the passing of Resolution 1 approving
the Disposal.
Conditional on completion of the SPA, the Company has also
entered into a deed of termination with Cogenpower srl to terminate
the Management Services Agreement dated 9 June 2015, pursuant to
which the Company provided certain support and administrative
services to Cogenpower srl and Cogenpower srl recharged to the
Company all costs it had incurred relating to the admission to AIM
of the shares in the Company in February 2016.
Further Information on Cogenpower
Cogenpower Plc was founded in November 2014 and in August 2015,
through a share-for-share exchange, acquired 100 per cent. of
Cogenpower S.p.A. (since renamed Cogenpower srl). Cogenpower srl is
a company based near Turin, Italy, which has been in operation
since 2004, focussing on selling heat from its ultra-high
efficiency plant in Borgaro Torinese. Cogenpower srl has two
Italian subsidiaries located within suburban Turin, one of which is
in the process of being liquidated following the withdrawal by the
Group from the retail gas and electricity supply business.
As reported by the Company in the annual results for the year
ended 31 December 2016, Cogenpower srl's consolidated profitability
compared to prior years reduced significantly due to the
termination of Green Certificate subsidies at the beginning of the
4(th) quarter of 2016. Any recovery of that lost margin will
necessarily require capital investment. In terms of the legacy
Green Certificate receivable, reported widely by the Company, the
Rome Tribunal ruled in the Company's favour over GSE's actions to
reduce incentive entitlement and this was supported by the Italian
Parliament passing a new law prohibiting GSE from making
retroactive changes to that entitlement. However, the GSE still
owes the Group over EUR1 million but the Company also faced
extremely high one-off costs, reporting an overall loss before tax
of EUR2.2million.
For the year ended 31 December 2016, Cogenpower srl's
consolidated revenue and loss before tax amounted to EUR4.9 million
and (EUR1.6 million) respectively. As at 30 June 2017, Cogenpower
srl's consolidated total assets amounted to EUR14.8 million.
AIM Rule 15
In accordance with AIM Rule 15, the Disposal constitutes a
fundamental change of business of the Company. On Completion, the
Company would cease to own, control or conduct all or substantially
all, of its existing trading business, activities or assets.
Following completion of the Disposal therefore, the Company will
become an AIM Rule 15 cash shell and as such will be required to
make an acquisition or acquisitions which constitutes a reverse
takeover under AIM Rule 14 (including seeking re-admission as an
investing company (as defined under the AIM Rules)) on or before
the date falling six months from completion of the Disposal or be
re-admitted to trading on AIM as an investing company under the AIM
Rules (which requires the raising of at least GBP6 million) failing
which, the Company's Ordinary Shares would then be suspended from
trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM
would be cancelled six months from the date of suspension should
the reason for the suspension not have been rectified.
As such a cash shell the Company would also have no operating
cash flow and would be dependent on the net proceeds of the Placing
for its working capital requirements.
Illustrative Pro-forma net assets
An illustrative pro forma of net assets of the Company as at 30
June 2017 to show the impact of the CVA, Placing and Disposal is
set out in Part III of this Document.
Related Party Transaction
The purchaser, RSS, is wholly-owned by Francesco Vallone, who is
a director of the Company and a substantial shareholder as he is
currently interested in 14 per cent. of the Issued Share Capital of
Cogenpower. Accordingly, the Disposal is a related party
transaction for the purposes of AIM Rule 13 and Francesco Vallone
has taken no part in any board assessment of the disposal to RSS by
the Independent Directors, being the Non-Executive Directors David
Pickering and Richard Day and the Chief Financial Officer Martin
Groak.
The Independent Directors consider, having consulted with the
Nominated Adviser, that the terms of the Disposal are fair and
reasonable insofar as the Company's Shareholders are concerned. The
Independent Directors have taken into account the lack of options
for the provision of future working capital for the Company's
existing Italian operating business and in particular:
1. The Board had identified no reasonable prospect of the
Company funding Cogenpower srl's liabilities and, in particular,
its current liabilities. As at 30 June 2017, after taking into
account the reduction in receivables from the Company pursuant to
the CVA, Cogenpower srl had net unaudited liabilities of EUR0.7
million, including trade creditors of EUR3.9 million, tax creditors
of EUR4.7 million and total debt owed to third party banks of
EUR5.4 million, with net current liabilities of EUR7 million;
2. The commercial and financial viability of Cogenpower srl is
extremely fragile without immediate prospects of any new funding,
given its current financial position and very limited working
capital;
3. Cogenpower srl is currently loss making and the Company's
base case internal projections show that there is no immediate
prospect of an improvement in financial performance without capital
investment. Support from a third party to expand the Italian
operations was withdrawn and without it there is a lack of
visibility of sufficient revenue to sustain the business;
4. A private third-party valuation of Cogenpower srl and its
subsidiaries undertaken by an independent firm of accountants and
addressed to the Board concluded that the current market value of
Cogenpower srl is EURnil;
5. The Board had originally identified that the investment in
Esseti Energia Srl, which was sold back to the vendor when
misstatements in the due diligence were discovered, was projected
to generate sufficient EBITDA to cover the overheads of the Company
and without that contribution, the Italian group did not generate
sufficient cash flow to cover those overheads. The Board also
concluded that ownership of the Italian group had become an
impediment to raising new funds and therefore the prospects for
Shareholders would be enhanced by a disposal; and
6. The Disposal is subject to shareholder approval at the General Meeting.
The Independent Directors have also taken into account the
principal risk factors that they have identified and which are set
out further below in this letter
Risk factors
Shareholders attention is drawn to the Risk Factors set out in
Part II of this Document.
Proposed Board changes
Conditional on Completion, Francesco Vallone will resign as a
director of the Company. Following Completion, the Board then
intends to make additional appointments to assist the Company in
its new strategic direction as a cash shell and further
announcements will be made in due course as and when such new
appointees have been identified. David Pickering and Richard Day
have also indicated that following such further appointments, it
would be their intention at such time to stand down as directors of
the Company.
Change of Name
The Board has agreed with RSS that the Company's name will
changed to Monreal plc, conditional on Shareholder approval at the
General Meeting.
General Meeting
The Notice convening the General Meeting to be held at the
offices of Peterhouse Corporate Finance Limited, New Liverpool
House, 15 Eldon Street, London, EC2M 7LD, at 11:00 a.m. on 1
December 2017 at which the Resolutions will be proposed is set out
at the back of this Circular.
Resolution 1, which will be proposed as an ordinary resolution,
seeks to approve the sale by the Company of Cogenpower srl in
accordance with the SPA to RSS.
Resolution 2, which will be proposed as an ordinary resolution,
seeks to approve the change of the Company's name to Monreal
plc.
Action to be taken
Shareholders will find a Form of Proxy enclosed for use at the
General Meeting. Whether or not you intend to be present at the
General Meeting, you are requested to complete and return the Form
of Proxy in accordance with the instructions printed thereon as
soon as possible.
To be valid, completed Forms of Proxy must be received by the
Company's registrars, SLC Registrars of 42-50 Hersham Road,
Walton-on Thames, Surrey KT12 1RZ, not later than 11am on 29
November 2017, being 48 hours before the time appointed for holding
the General Meeting.
You are entitled to appoint a proxy to attend and to exercise
all or any of your rights to vote and to speak at the General
Meeting instead of you. Completion of the Form of Proxy will not
preclude you from attending and voting at the General Meeting in
person if you so wish. Your attention is drawn to the notes to the
Form of Proxy.
Recommendation
The Independent Directors, having consulted with the Nominated
Adviser, consider the terms of the Disposal to be fair and
reasonable insofar as the Company's Shareholders are concerned and
recommends Shareholders to vote in favour of the Resolutions.
The Board intend to vote in favour of the Resolutions in respect
of their shareholdings which in aggregate amount to 38,461,998
Ordinary Shares representing 14.2 per cent. of the Issued Share
Capital.
Yours faithfully,
David Pickering
Non-Executive Chairman
For and on behalf of the Board
Cogenpower PLC
PART II
RISK FACTORS
Shareholders should carefully consider all of the information in
this Document including the risks below. The Board have identified
these risks as material risks, but additional risks and
uncertainties not presently known to the Board, or that the Board
consider immaterial, may also adversely affect the Company. If any
or a combination of the following risks materialise, the Company's
business, financial condition and/or performance could be
materially adversely affected. In any such case the market price of
the Ordinary Shares could decline.
The following risk factors should not be considered in any order
of priority. The Company's future performance might be affected by
changes in market conditions and legal, regulatory and tax
requirements.
AIM Rule 15 Deadlines
In accordance with AIM Rule 15, the Disposal constitutes a
fundamental change of business of the Company. On Completion, the
Company would cease to own, control or conduct all or substantially
all, of its existing trading business, activities or assets.
Following completion of the Disposal therefore, the Company will
become an AIM Rule 15 cash shell and as such will be required to
make an acquisition or acquisitions which constitutes a reverse
takeover under AIM Rule 14 (including seeking re-admission as an
investing company (as defined under the AIM Rules)) on or before
the date falling six months from completion of the Disposal or be
re-admitted to trading on AIM as an investing company under the AIM
Rules (which requires the raising of at least GBP6 million) failing
which, the Company's Ordinary Shares would then be suspended from
trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM
would be cancelled six months from the date of suspension should
the reason for the suspension not have been rectified.
Any failure therefore in completing an acquisition or
acquisitions which constitutes a reverse takeover under AIM Rule 14
(including seeking re-admission as an investing company (as defined
under the AIM Rules) will result in the cancellation of the
Company's Shares from trading on AIM.
Identifying a suitable target
The Company will be dependent upon the ability of the Board to
identify suitable acquisition targets. As at the date hereof, the
Directors have not identified any investment opportunities which
they have resolved to pursue. There is no guarantee that the
Company will be able to acquire an identified opportunity at an
appropriate price, or at all, as a consequence of which resources
might have been expended fruitlessly on investigative work and due
diligence.
Limited current funds
As such a cash shell the Company would also have no operating
cash flow and would be dependent on the net proceeds of the Placing
for its working capital requirements.
Market conditions
Market conditions may have a negative impact on the Company's
ability to make an acquisition or acquisitions which constitutes a
reverse takeover under AIM Rule 14. There is no guarantee that the
Company will be successful meeting the AIM Rule 15 deadline as
described above.
Costs associated with potential acquisition or acquisitions
The Company expects to incur certain third party costs
associated with the sourcing of suitable acquisition or
acquisitions. The Company can give no assurance as to the level of
such costs, and given that there can be no guarantee that
negotiations to acquire any given target business will be
successful, the greater the number of deals that do not reach
completion, the greater the likely impact of such costs on the
Company's performance, financial condition and business
prospects.
Future financing
The only sources of financing currently available to the Company
are the proceeds of the Placing and any potential future issue of
additional equity capital or shareholder loans. The Company's
ability to raise further funds will depend on the success of
existing and acquired investments. The Company may not be
successful in procuring the requisite funds on terms which are
acceptable to it (or at all) and Shareholders' holdings of Ordinary
Shares may be materially diluted in due course by subsequent equity
issues.
PART III
ILLUSTRATIVE PRO FORMA STATEMENT OF NET ASSETS AS AT 30 JUNE
2017
Euro'000 As at Proforma Proforma Proforma
30-Jun effect effect revised
of of
2017 CVA and Disposal balance
Placing sheet
---------------- ------------------------ ---------------------- -------------------- ----------------------
Non-current
assets
Investments 3,030 - (3,030) -
Total
non-current
assets 3,030 (3,030) -
------------------------ ---------------------- -------------------- ----------------------
Current assets
Receivables 9 - - 9
Cash and cash
equivalents 10 550 - 560
Total current
assets 19 550 - 569
------------------------ ---------------------- -------------------- ----------------------
Total assets 3,049 550 (3,030) 569
------------------------ ---------------------- -------------------- ----------------------
Current
liabilities
Intercompany:
net creditor 1,192 (1,180) - 12
Trade and other
payables 676 (636) - 40
Costs of
fundraise
/CVA etc - 60 - 60
Total current
liabilities 1,868 (1,756) - 112
------------------------ ---------------------- -------------------- ----------------------
Total
liabilities 1,868 (1,756) - 112
------------------------ ---------------------- -------------------- ----------------------
Net assets
/(liabilities
) 1,181 2,306 (3,030) 457
------------------------ ---------------------- -------------------- ----------------------
Equity
attributable
to equity
holders
of the Parent
Share Capital 171 550 - 721
Share premium 2,129 - - 2,129
Merger Reserve 692 - (692) -
Retained losses (1,811) 1,756 (2,338) (2,393)
Total equity 1,181 2,306 (3,030) 457
------------------------ ---------------------- -------------------- ----------------------
Notes:
1. The pro forma statement of net assets of the Company set out
above has been prepared to illustrate the effect on the net assets
of the Company that the CVA, Placing and Disposal would have had if
they had occurred on 30 June 2017. The pro forma statement is for
illustrative purposes only and, because of its nature, may not give
a true picture of the net assets of the Company after the
Disposal.
2. The net assets of the Company as at 30 June 2017 have been
extracted from the Company balance sheet contained in the published
unaudited interim financial report for the half-year ended 30 June
2017.
3. The pro forma effect of the CVA and Placing shows the
adjustments in respect of the gross proceeds of the Placing of
GBP550,000, the reduction in the Company's creditors pursuant to
the CVA and the estimated associated costs of the CVA and Placing
of GBP60,000.
4. The pro forma effect of the Disposal eliminates the Company's
investment in Cogenpower srl and its subsidiaries as reported in
the published unaudited interim financial report for the half-year
ended 30 June 2017.
5. Following the Disposal the Company will not have any subsidiary undertakings."
APPENDIX II
The following definitions apply throughout this Announcement and
Circular unless the context requires otherwise:
"AIM Rules" the AIM Rules For Companies, whose
securities are admitted to trading
on AIM, as published by the London
Stock Exchange from time to time
"AIM" the market of that name operated
by the London Stock Exchange
"Board" or "Directors" David Pickering, Francesco Vallone,
Martin Groak and Richard Day
"Circular" or the document, containing details
"Document" of the Proposals
"Company" or Cogenpower PLC, a company registered
"Cogenpower" in England and Wales with registered
number 09301329
"Cogenpower Cogenpower srl, a company incorporated
srl" in Italy and registered with the
Turin Chamber of Commerce with number
TO-1009761 and having Italian fiscal
code 08913490010
"Completion" completion of the Disposal expected
to occur on or about 4 December
2017
"CVA" a Company Voluntary Arrangement,
pursuant to Part 1 of the Insolvency
Act 1986, details of which are set
out in the document and a proposal
document made available to Creditors
and Shareholders dated 29 September
2017 and which took effect on 24
October 2017
"Disposal" the proposed sale of Cogenpower
srl to Re Sipar srl, pursuant to
the terms of the SPA
"FCA" the Financial Conduct Authority
"Form of Proxy" the form of proxy accompanying the
Circular for use at the General
Meeting
"General Meeting" the General Meeting of Shareholders
convened for 1 December 2017
"Group" the Company, Cogenpower srl and
its Subsidiaries
"GSE" Gestore dei Servizi Energetici,
the Italian Electricity Services
Operator
"Independent David Pickering, Martin Groak and
Directors" Richard Day
"Issued Share the 270,166,760 Ordinary Shares
Capital" in issue as at the date of the Document
"London Stock London Stock Exchange PLC
Exchange"
"Nominated Adviser" Beaumont Cornish Limited, the Company's
Nominated Adviser in accordance
with the AIM Rules
"Ordinary Shares" ordinary shares of 0.25p par value
in the capital of the Company
"Peterhouse" Peterhouse Corporate Finance Limited,
a company incorporated in England
and Wales with company number 02075091
(authorised by the FCA with firm
reference number 184761) and having
its registered office at 15 Eldon
Street, London, EC2M 7LD
"Placing" the placing of 220,000,000 new Ordinary
shares at 0.25 pence per share by
Peterhouse on behalf of the Company
approved by shareholders on 24 October
2017
"Proposals" the proposals set out in the Circular,
whereby Shareholders are being asked
to consider, and if thought fit,
approve (i) the Disposal and (ii)
a change of the name of the Company
"RSS" or the Re Sipar srl an Italian company
"Purchaser" with registered office at Corso
Re Umberto, 54 - 10128 Turin, Italy
"Resolutions" the resolutions set out in the Notice
of General Meeting contained within
the Circular
"Shareholders" holders of Ordinary Shares
"SPA" the conditional quota purchase agreement
dated 14 November 2017 between RSS
and the Company in respect of the
Disposal
"Subsidiaries" Cogenpower srl's wholly-owned subsidiaries
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLLFISLDLSLID
(END) Dow Jones Newswires
November 14, 2017 09:09 ET (14:09 GMT)
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