REG - Active Energy Group - Notice of AGM and Notice of GM
05/02/2025 07:00
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RNS Number : 9117V Active Energy Group PLC 05 February 2025
5 February 2025
Active Energy Group plc
("Active Energy" or the "Company")
Notice of AGM and Notice of GM
Active Energy (AIM: AEG, OTCQB: ATGVF), the biomass-based renewable energy
Company, announces that a Notice of Annual General Meeting and Form of Proxy,
and Notice of General Meeting (in relation to Section 656 of the UK Companies
Act 2006) (the "Notices") have been posted to shareholders and are also
available on the Company's website at: https://aegplc.com/
(https://aegplc.com/)
Extracts from the Notices, including the full text of the Chairman's letter,
are set out below.
Enquiries:
Active Energy Group Plc Michael Rowan (Chief Executive Officer) info@aegplc.com
James Leahy (Non-Executive Chairman)
Zeus Antonio Bossi, Alexandra Campbell-Harris, Darshan Patel (Investment Banking) Tel: +44 (0) 203 829 5000
Nominated Adviser and Broker
Website LinkedIn 'X'
www.aegplc.com (http://www.aegplc.com/) www.linkedin.com/in/active-energy-group-plc/ Active Energy Group (@aegplc) / X (https://x.com/aegplc)
(http://www.linkedin.com/in/active-energy-group-plc/)
@aegplc
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.
Dear Shareholder,
I am writing to you to inform you that due to practical constraints, the AGM
which should have been held during the calendar year of 2024 will be held on
27 February 2025. This is primarily due to the delay in the publication of the
Audited results for the year ended 31 December 2023, which were published on 4
December 2024. It was not possible to finalise the accounts before 4 December
2024.
Board Changes
James Leahy informed the Company of his intention (and the Company has agreed)
to cease to act as Director of the Company (without compensation) at the
conclusion of the AGM. Michael Rowan will cease his role as Chief Executive
Officer and intends to temporarily remain as a Non-Executive Director of the
Company during an orderly hand over period but will cease to act as a Director
of the Company (without compensation) at the end of such hand over period.
New Directors
Paul Elliott and Pankaj Rajani each were appointed to the Board with immediate
effect on 27 January 2025.
Restoration of admission to trading on AIM
Due to the inability of the Company to publish accounts before 30 June 2024
trading in ordinary shares of the Company was suspended on 1 July 2024.
Trading in the Existing Ordinary Shares of the Company recommenced on AIM on
18 December 2024.
1. Section 656 Meeting
Section 656 of the Act - serious loss of capital
I am also writing to you to inform that, in circumstances where the value of
the Company's net assets is less than half of its called-up share capital
(constituting a "serious loss of capital" under the Act), the Directors are
required, pursuant to Section 656 of the Act, to convene a general meeting of
the Company for the purpose of allowing shareholders to consider whether any,
and, if so, what, steps should be taken to deal with the situation.
Accordingly, the Board is calling the Section 656 Meeting to ensure that the
loss of capital is addressed as required by the Act. The Board welcomes
dialogue with the Company's shareholders, and the Section 656 Meeting will
provide a forum for such discussions to take place, but no resolutions will be
proposed at the Section 656 Meeting.
The Board does not consider it necessary to propose a specific resolution in
relation to the serious loss of capital and shareholders will not be asked to
vote at the Section 656 Meeting. Instead, the Board invites shareholders of
the Company to discuss the serious loss of capital and to put questions to the
Board. The Board considers the Resolutions (which are to be voted on at the
AGM) to be the appropriate response to the serious loss of capital.
2. Annual General Meeting
Immediately following the conclusion of the Section 656 Meeting, this year's
AGM will be held on 27 February 2025 at 10:15 a.m. Details of the business to
be considered at the AGM are set out in the notice of AGM meeting ("AGM
Notice") which follows this letter.
Ordinary Resolutions
Resolution 1 - Report and Accounts
To receive the Annual report and Accounts of the Company for the financial
year ended to 31 December 2023
Resolution 2 - Re-appointment of Auditors
To re-appoint Gravita Audit Limited as the Company's auditors and to authorise
the Directors to fix their renumeration.
Resolution 3 - Auditors' Remuneration
To authorise the directors to determine the remuneration of the auditors of
the Company
Resolution 4 - Share Sub-division
As at 4 February 2025, the issued share capital of the Company comprised
161,863,136 Ordinary Shares of 0.35 pence each in the capital of the Company.
The Ordinary Shares share price on AIM at close on 3 February 2025 was 0.33p
which is below the nominal value of such shares. Under the Companies Act 2006,
a company is unable to issue shares at a subscription price which is less than
the nominal value of shares of the same class. This means that, as the nominal
value of the Ordinary Shares is currently 0.35p, the Company could not issue
further Ordinary Shares at a price of less than 0.35p per share, without a
sub-division of the Ordinary Shares. The Board, therefore, considers it
prudent to implement the proposed Sub-division in order that the nominal value
of the New Ordinary Shares becomes lower than the current trading price of the
same, therefore allowing the Company the possibility to raise funds at a
discount to the current price per Ordinary Share by issuing further Ordinary
Shares, should the Directors elect to do so in due course.
Consequently, the Directors consider that the proposed share Sub-division (as
briefly summarised below) will result in a more appropriate share capital
structure for the Company.
Also, under the terms of existing Notes (constituted by the Loan Notes
Instrument) recently issued to Zen Ventures Limited ("Zen") (see announcement
made on 1 November 2024, summarising the terms of the Notes) (making Zen a
Noteholder), the Company is also required to reorganise the Company's share
capital in order to allow the Directors to allot shares deriving from the
conversion of part of the Notes into New Ordinary Shares at 0.04p per New
Ordinary Share.
Therefore, the Directors are proposing to sub-divide ("Sub-division") each
Ordinary Share into one New Ordinary Share (of 0.035 pence each in the capital
of the Company) and 9 New Deferred Shares (of 0.035 pence each in the capital
of the Company). The total nominal value of the Company's entire issued
share capital remains the same following the proposed Sub-division.
It is not intended to issue new share certificate(s) to the holders of the New
Ordinary Shares following the Sub-division. Existing share certificate(s) will
remain valid for the same number of shares but with a different nominal value
of 0.035 pence per share. The nominal value of shares already held in CREST
will be updated at approximately 8.00 a.m. on 28 February 2025.
Resolution 4, which is proposed as an ordinary resolution conditional on the
passing of Resolution 9, will, if passed, effect the proposed Sub-division.
The holders of the New Deferred Shares shall not, by virtue or in respect of
their holdings of New Deferred Shares, have any right to receive notice of any
general meeting of the Company nor the right to attend, speak or vote at any
such general meeting. Save as required by law, the Company need not issue
share certificates to the holders of the New Deferred Shares in respect of
their holding thereof. The holders of New Deferred Shares shall not be
entitled to receive any dividend or distribution and shall only be entitled to
any repayment of capital on a winding up once the holders of the New Ordinary
Shares have received £10,000,000 in respect of each New Ordinary Share held
by them. The Company may acquire from a holder of New Deferred Shares all of
their New Deferred Shares for a total price of £1.
Creating the New Deferred Shares will also require the Company's Articles to
be amended (see Resolution 9 - Adoption of New Articles).
The New Ordinary Shares shall have the same rights as the Existing Ordinary
Shares save as to their nominal value (as set out above).
Resolution 5 - Directors' authority to allot shares
Section 549 of the Companies Act 2006 ("Act") stipulates that directors cannot
allot shares or rights to subscribe for shares in a company (other than the
shares allotted in accordance with an employees' share scheme) unless they are
authorised to do so by its shareholders in general meeting. Resolution 5,
which is proposed as an ordinary resolution and conditional upon Resolutions 4
and 9 being passed, seeks new authority from shareholders (to the exclusion
of the previous general authority granted at last year's annual general
meeting) for the Directors to allot relevant securities up to an aggregate
nominal value £195,822.08 (equating to 559,491,647 New Ordinary Shares of
0.035 pence each in the share capital of the Company).
Of 559,491,647 New Ordinary Shares to be allotted, this will comprise
69,040,053 shares to Zen reflecting the conversion of part of their existing
indebtedness from the Company, the provision for an additional 250,000,000
shares to be issued in a future equity transaction and the provision for an
additional authority to allot a further 50 per cent of the enlarged share
capital i.e. 240,451,594 shares which may or may not be exercised.
This general authority equates to approximately 346 per cent of the nominal
value of the issued share capital of the Company.
The Directors consider this authority necessary to:
1 issue and allot any shares to a Noteholder if any
Notes are converted into ordinary shares in the capital of the Company (in
accordance with the terms of such Notes); and
2 sufficient authority to issue additional shares so
that the Directors and the Company can more readily take advantage of possible
opportunities.
Unless renewed, revoked, varied or extended, this authority will expire at the
conclusion of the next annual general meeting of the Company. If this
authority is not granted, the Company may be in breach of the conditions of
the Notes which may lead to the Company being required to repay them.
Under the terms of the Notes, a Noteholder cannot convert the Notes into more
than 29.9% of the enlarged share capital of the Company.
Resolutions 6 and 7 - Election of Directors - Paul Elliott and Pankaj Rajani
As announced on 27 January 2025, Paul Elliott and Pankaj Rajani were both
appointed as Directors of the Company (the "Board") with effect from 27
January 2025. In accordance with the Articles, both Paul Elliott and Pankaj
Rajani are required to each put themselves forward for election by
shareholders at the first AGM following their appointment and accordingly does
so at the forthcoming AGM.
Paul Elliott
Paul is a property developer and entrepreneur with over 30 years of experience
in the real estate industry. Starting his career at NatWest Bank, he
transitioned to property management, co-founding his own agency. Paul's keen
eye for potential and strategic investments led to the development, rental,
and sale of numerous properties, including commercial buildings and Victorian
conversions. His portfolio boasts successful turnarounds of distressed assets.
Pankaj Rajani
Pankaj qualified as a Chartered Accountant with KPMG in 1987 and has since
established an accountancy firm that delivers exceptional success for its
clients. As a founding partner of Macalvins Moore in 1990, Pankaj has played a
pivotal role in the firm's organic growth and the recent merger that led to
the formation of today's Macalvins. Pankaj excels in Corporate Finance
transactions, international trade, joint ventures, and investor relations.
Resolution 8 - Electronic Communications with Shareholders
Resolution 8 seeks to allow the Company to take advantage of the electronic
communications rules contained in the Act, such rules relating to
communications between companies, their shareholders and others.
Under the Act, the Company can write to Shareholders asking for their consent
to receive communications via the Company's website, or by other electronic
means. Such request may apply to all documents including the Company's annual
financial report and accounts, notices of general meeting (including the
annual general meeting), any document the Company is required to send to
Shareholders under applicable law, and any documents sent pursuant to the
Company's articles of association. Any Shareholder who does not respond in
28 days of receiving such request will be deemed to have consented to the use
of the website, and the use of other electronic communications means, for the
purposes of receiving documents.
The resolution, if passed, would enable the Company to use electronic
communications with Shareholders as a default position by placing documents,
such as the annual financial report and accounts, notices of general meeting
(including the annual general meeting), on its website, rather than having to
send them in hard copy, subject to, and in accordance with, the Act. The
Company will notify Shareholders by post or email, if they have not provided
an email address, that any such documents are available on the website.
Shareholders can, however, still request a hard copy of such document at any
time.
If this resolution is passed, the new arrangements are expected to result in
potential administrative printing and postage cost savings for the Company,
whilst preserving Shareholders' rights to receive hard copy documents.
Special Resolutions
Resolution 9 - Adoption of New Articles
Resolution 9, which will be proposed as a special resolution conditional on
the passing of Resolution 4, seeks Shareholder approval to adopt the New
Articles in order to update the Company's current Articles of Association.
The proposed amendments being introduced in the New Articles relate to the
Company's proposed Sub-division and the proposed creation of the new class of
New Deferred Shares (having the rights set out above) as a consequence of the
proposed Sub-division.
A summary of the rights attaching to both the New Deferred Shares and the
Existing Deferred Shares are set out below:
1. the holders of any Deferred Shares shall only be entitled to
participate in the assets of the Company on a return of assets on liquidation
or capital reduction or otherwise after the holders of the Ordinary Shares
shall have received the sum of £10,000,000 in respect of each Ordinary Share
held by them and, save as aforesaid, the holders of any Deferred Shares shall
not be entitled to any participation in the profits or the assets of the
Company; and
2. none of the Deferred Shares shall carry any right to receive notice
or attend or vote at any general meeting of the Company.
Notwithstanding any of the provision of these Articles, the Company shall have
the power and authority at any time to purchase all or any of the Deferred
Shares for an aggregate consideration of £1, which shall be applied for the
benefit of the Company.
A copy of the proposed New Articles containing the proposed changes to the
Existing Articles accompanies this Document.
Resolution 10 - Directors' authority to allot shares for cash
Resolution 10, which is proposed as a special resolution conditional on
Resolutions 2, 4 and 9 being passed, authorises the Directors in certain
circumstances to allot equity securities for cash other than in accordance
with statutory pre-emption rights (which require a company to offer all
allotments for cash first to existing shareholders in proportion to their
holdings). The relevant circumstances are either where (i) the allotment takes
place in connection with a rights issue or (ii) the allotment is limited to a
maximum nominal amount of £145,327.24 (equating to 415,220,690 New Ordinary
Shares of 0.035 pence each in the share capital of the Company), representing
approximately 257 per cent of the nominal value of the issued ordinary share
capital of the Company. Unless renewed, revoked, varied or extended, this
authority will expire at the conclusion of the next annual general meeting of
the Company.
The Directors consider that the power proposed to be granted by Resolution 10
is necessary, as in addition, to allowing flexibility, this Resolution permits
the Directors to non-pre-emptively issue and allot any shares to an existing
Noteholder if any Notes are converted into ordinary shares in the capital of
the Company (in accordance with the terms of such Notes).
3. Outstanding Indebtedness of Zen Ventures
Following completion of this Annual General Meeting, Zen Ventures continues to
hold indebtedness amounting to £284,883.98 as at the date of this circular.
4. Annual General Meeting
Set out at page 14 of this document is a notice convening the Annual General
Meeting to be held at either 10.15 a.m. on 27 February 2025 or at the
conclusion of the Section 656 Meeting if later than 10.15 a.m. at the offices
of Blake Morgan LLP on 6 New Street Square, London, EC4A 3DJ at which the
Resolutions will be proposed.
The purpose of the Annual General Meeting is to comply with obligations under
company law and to consider and, if thought fit, pass the Resolutions, as set
out in full in the AGM Notice.
5. Action to be taken
Enclosed with this Circular is a Form of Proxy for use by Shareholders.
Information on the completion and return of Forms of Proxy is set out below
and in the notes to the AGM Notice.
Your proxy may be submitted online by visiting www.shareregistrars.uk.com
(http://www.shareregistrars.uk.com) , clicking on the "Proxy Vote" button and
then following the on-screen instructions (you can locate your user name and
access code on the top of the proxy form), or by post by completing the
enclosed Form of Proxy and returning it to the Company's Registrar, Share
Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9
7XX not less than 48 hours (ignoring any part of the day that is not a working
day) before the time appointed for the meeting, being 10:15 a.m. on 27
February 2025, or any adjournment thereof together with, if appropriate, the
power of attorney or other authority (if any) under which it is signed or a
certified copy of such power of attorney. CREST members who wish to appoint a
proxy or proxies via the CREST electronic proxy appointment service should
refer to the Notes of the Notice of Annual General Meeting and Form of Proxy.
As the Directors do not consider any resolution needs to be proposed at the
Section 656 Meeting no further action need be taken by shareholders and no
forms of proxy have been sent in relation to the Section 656 Meeting.
6. Recommendation
The Board considers that the Resolutions (to be proposed at the AGM) are in
the best interests of the Company and of its shareholders as a whole and
unanimously recommend shareholders to vote in favour of them, as each of the
directors intends to do in respect of his own beneficial holdings.
Yours faithfully,
James Gerald Leahy
Non-Executive Chairman
Expected timetable of principal events
Publication and dispatch of this document and Form of Proxy 4 February 2025
Latest time and date for receipt of the Form of Proxy 10.15 a.m. on 25 February 2025
Time and date of the Annual General Meeting 10.15 a.m. on 27 February 2025
Results of the Annual General Meeting announced through RNS 27 February 2025
Record Date for the Sub-division 6.00 p.m. on 27 February 2025
Admission and dealings in New Ordinary Shares 8.00 a.m. on 28 February 2025
All references to times in this timetable are to London times and each of the
times and dates are indicative only and may be subject to change.
Terms used and not defined in this announcement shall have the same meanings
given to them in the AGM Notice.
Definitions
The following definitions apply throughout the AGM Notice and in the Form of
Proxy, unless the context requires otherwise:
Term Definition
Act the UK Companies Act 2006, as amended;
AGM or Annual General Meeting the annual general meeting of the Company convened pursuant to the Notice of
AGM and to be held at the offices of Blake Morgan Solicitors on 6 New Street
Square, London EC4A 3DJ at 10.15 a.m. or immediately following the conclusion
of the Section 656 Meeting on 27 February 2025.
AIM the market of that name operated by the London Stock Exchange;
AIM Rules the rules which set out the obligations and responsibilities in relation to
companies whose shares are admitted to AIM as published by the London Stock
Exchange from time to time;
Board the board of directors of the Company for the time being;
Business Day a day other than a Saturday, Sunday or public holiday on which banks are open
for commercial business in the City of London;
Company Active Energy Group plc, a company registered in England and Wales with
registered number 03148295;
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as also defined in the CREST Regulations);
CREST Manual the rules governing the operation of CREST as published by Euroclear;
CREST Member a person who has been admitted to CREST as a system-member, (as defined in
the CREST Manual);
CREST Participant a person who is, in relation to CREST, a system-participant (as defined in
the CREST Regulations);
Deferred Shares the New Deferred Shares and the Existing Deferred Shares
New Deferred Shares The proposed new deferred shares of 0.035 pence each in the capital of the
Company (such new deferred shares, arising as a consequence of the proposed
Sub-division and the passing of Resolutions 4 and 5 and, as summarised in the
comments under resolution 4 - Sub-division);
Directors the directors of the Company at the date of the Notice of AGM;
Euroclear Euroclear UK & International Limited;
Existing Articles the articles of association of the Company as at the date of the Notice of
AGM;
Existing Deferred Shares the Deferred Shares of £0.0099 having the rights set out in Special
Resolution 4 passed at a general meeting of the Company held on 7 September
2020 as summarised in the comments under Resolution 9 - Adoption of new
articles;
Existing Ordinary Shares or Ordinary Shares the ordinary shares of 0.35 pence each in the capital of the Company, in issue
at the date of the Notice of AGM;
Form of Proxy the form of proxy accompanying the Notice of AGM for use by Shareholders in
relation to the Annual General Meeting;
FSMA the Financial Services and Markets Act 2000 of the United Kingdom, as amended;
Loan Note Instrument the loan note instrument constituted by the Company, on 31 October 2024,
creating up to £500,000 secured convertible loa notes 2024 (for further
details, please see the announcement date 1 November 2024);
London Stock Exchange London Stock Exchange plc;
New Articles The proposed new articles of association of the Company as accompanying the
Notice of AGM with the changes form the Existing Articles (such changes shown
where added to the Existing Articles as underlined and were deleted from the
Existing Articles as crossed out);
New Deferred Shares the proposed new deferred shares of 0.035 pence each in the capital of the
Company (such new deferred shares, arising as a consequence of the proposed
Share Sub-division and the passing of Resolutions 4 and 5 and, as summarised
in the comments under Resolution 4 - Share Sub-Division above.
New Ordinary Shares The new Ordinary Shares of 0.035 pence each in the capital of the Company,
following the Share Sub-division;
Note or Notes or Loan Notes loan note(s), constituted under the Loan Note Instrument, issued to a
Noteholder;
Noteholder the holder of a Note;
Ordinary Resolution has the meaning given in section 282 of the Act;
Register the register of members of the Company;
Registrar Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey
GU9 7XX.
Resolutions the resolutions to be proposed at the Annual General Meeting to as set out in
the notice of Annual General Meeting;
The meeting convened as required by Section 656 of the Act where the value
Section 656 Meeting of the Company's net assets is less than half of its called-up share capital
(constituting a "serious loss of capital" under the Act), for the purpose of
allowing shareholders to consider whether any, and, if so, what, steps should
be taken to deal with the situation; this meeting is to be held at the offices
of Blake Morgan Solicitors on 6 New Street Square, London EC4A 3DJ at 10.00
a.m. on 27 February 2025.
Shareholders the persons who are registered as holders of the Ordinary Shares;
Special Resolution Has the meaning giving in section 283 of the Act;
Sub-division the proposed sub-division of the Company's share capital in accordance with
Resolution 4;
Sterling or £ the legal currency of the UK;
Takeover Code the UK City Code on Takeovers and Mergers;
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland;
Zen Zen Ventures Limited, a company incorporated and registered in England and
Wales with company number 15790577;
Zeus Capital Zeus Capital Ltd, the Company's Nominated Adviser and Broker in accordance
with the AIM Rules.
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