REG-Menhaden Resource Efficiency PLC: Result of General Meeting

Menhaden Resource EfficiencyAnnouncement

25/03/2025 17:45

 

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Menhaden Resource Efficiency plc

(the "Company")

LEI: 2138004NTCUZTHFWXS17

Results of General Meeting

 

25 March 2025

 

Further to the publication of the circular to shareholders on 28 February 2025
(the "Circular") in relation to the proposal to place the Company into
Members' Voluntary Liquidation ("Liquidation"), the Board of Menhaden Resource
Efficiency plc announces the results of the General Meeting held earlier
today.

 

Capitalised terms used in this announcement shall have the meanings given to
them in the Circular unless otherwise defined herein.

 

Voting Results

 

The number of Shares voted in person or by proxy on the Resolution, which was
voted on by way of a poll and was passed by the Shareholders as a special
resolution, were as follows:

 

 Special Resolution                                              Votes For   %      Votes Against  %     Total Votes Cast  Total votes cast as a % of issued share capital  Votes Withheld*  
 (a) To approve the members' voluntary liquidation of the        31,684,124  99.82  55,906         0.18  31,740,030        40.27                                            0                
 Company. (b) To approve the remuneration of the Liquidators be                                                                                                                              
 determined by reference to matters prior to and during the                                                                                                                                  
 winding-up of the Company and are hereby authorised to draw such                                                                                                                             
 remuneration at intervals as they may determine. (c) To approve                                                                                                                             
 the appointment of the Joint Liquidators and related matters.                                                                                                                               
 (d) To approve the Company's books and records be held by the                                                                                                                               
 company secretary until the expiry of twelve months after the                                                                                                                               
 date of dissolution of the Company.                                                                                                                                                         

 

*A vote withheld is not a vote in law and is not counted in the calculation of
the votes for or against a resolution

 

Every Shareholder has one vote for every Share held. As at 25 March 2025 the
issued share capital of the Company consisted of 78,825,001 Shares. The
Company does not hold any Shares in treasury.

 

The full text of the Resolution can be found in the Notice of General Meeting
dated 28 February 2025, which forms part of the Circular.

 

In accordance with UKLR 6.4.2, a copy of the Resolution will be submitted to
the National Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Liquidation

 

At the General Meeting held earlier today, the requisite majority of
Shareholders voted in favour of the Resolution to place the Company into
Liquidation in accordance with section 84(1)(b) of the Insolvency Act 1986.

 

As a result, Derek Hyslop and Richard Barker of Ernst & Young LLP of 1 More
London Place, London SE1 2AF, are hereby appointed as joint liquidators (the
"Liquidators") with immediate effect.

 

Following the approval of the Resolution at the General Meeting, Howard
Pearce, Barbara Donoghue, Soraya Chabarek and Ben Loomes stepped down as
Directors of the Company with immediate effect.

 

 

Return of Capital

 

As set out in the Circular, it is intended that the Company's listed
investments will be sold shortly, subject to guidance from the Portfolio
Manager. As at 24 March 2025, the Company's unquoted investments were valued
at £29.3 million (equivalent to 37.12 pence per share). In addition, the
amount attributable to unfunded contractual commitments in relation to those
unquoted investments amounted to £12.7 million (equivalent to 16.17 pence per
Share). The Portfolio Manager has been engaged in ongoing discussions with
various parties, including the relevant General Partners of the unquoted
investments that the Company holds, with a view to realising the unquoted
investments held in the Company's portfolio as soon as practicable. Those
discussions have advanced and while no binding agreements have been signed as
at the date of this announcement, it is expected that a significant portion of
the Company's unquoted investments (including the unfunded contractual
commitments) can be realised over the course of the next few months.

 

It is expected that the Liquidators will make the Initial Distribution to
Shareholders, via the Company's Registrar, using the proceeds of the
realisation of the Company's listed investments, less the costs of the
Members' Voluntary Liquidation, any amounts required to honour unfunded
contractual commitments in relation to the unquoted investments and the amount
attributable to the Liquidators' Retention Fund during the week commencing 26
May 2025.  Subject to progress, it is possible that the Initial Distribution
may also include the realisation proceeds of one or more of the Company's
unquoted investments. Any net proceeds from the disposal of the unquoted
investments during the liquidation period will be returned to Shareholders in
due course. However, there can be no guarantee as to the value and/or timing
of distribution(s) that may result from the realisation of the Company's
unquoted investments.

 

Trading in the Company's Shares is suspended and the Liquidators will seek to
cancel the admission of the Shares to the Official List of the FCA and to
trading on the Main Market of the London Stock Exchange following the payment
of the Initial Distribution via CREST. The Liquidators, in their absolute
discretion, will then make any further distributions of capital via cheque.

 

 

The Circular is available on the Company's website at
https://www.menhaden.com/application/files/9417/4073/5121/MENHADEN_RESOURCE_EFFICIENCY_PLC_-_Circular_dated_28_February_2025.pdf
.

 

 

For further information, please contact:

 

Paul Griggs

Frostrow Capital LLP (Company Secretary)

Tel: 0203 170 8733

 

David Benda / Matt Goss

Deutsche Numis

Tel: 0207 260 1000

 



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