REG - Ten Alps PLC - Acquisition, Placing and Subscription <Origin Href="QuoteRef">TAL.L</Origin> - Part 2

Zinc MediaAnnouncement

16/07/2015 11:17

- Part 2: For the preceding part double click  ID:nRSQ3692Qa 

from time to time to allot up to
a further nominal amount of £139,800 for use only in connection with a fully
pre-emptive rights issue. Save as disclosed in this document there are no
immediate plans to exercise these authorities. The authorities will expire at
the date of the annual general meeting in 2016 or, if earlier, 10 October
2016. 
 
Resolution 4 is to reappoint Peter Bertram, as a director of the Company. 
 
Resolution 5 is to reappoint Mark Wood as a director of the Company. 
 
Resolution 6 is to reappoint Nitil Patel as a director of the Company. 
 
Resolution 7 is to approve the participation of the Directors in the
Subscription. The voting on this resolution shall be conducted by a poll and
only the Independent Shareholders shall be entitled to vote in respect of this
resolution. 
 
Resolution 8 is to approve the issue of New Ordinary Shares to Timothy Hoare
and Bob Geldof in respect of accrued but unpaid fees due to each of them. The
voting on this resolution shall be conducted by a poll and only the
Independent Shareholders shall be entitled to vote in respect of this
resolution. 
 
Special resolutions 
 
Resolution 9 is to disapply statutory pre-emption rights up to an aggregate
nominal amount of £392,021.60 in connection with the Proposals, a rights or
other pre-emptive issue and any other issue of equity securities for cash up
to an aggregate nominal amount of £41,940 (representing approximately 10.0 per
cent. of the Enlarged Issued Share Capital). The authority will expire on the
date of the annual general meeting in 2016 or, if earlier, 10 October 2016. 
 
Resolution 10 is to approve the adoption of new articles of association for
the Company in substitution for the current articles of association of the
Company which will include provisions in respect of the new classes of
Deferred Shares and Preference Shares. A summary of the New Articles and the
principal changes arising from the adoption of the New Articles, other than
changes which are of a minor, technical or clarifying nature, are set out in
the Admission Document and the Existing Articles and the New Articles are
available for review at the Company's website at www.tenalps.com. 
 
Resolution 11 is to approve the Capital Reduction. 
 
IRREVOCABLE UNDERTAKINGS 
 
Insofar as they are interested in Ordinary Shares, the Directors and persons
connected with them have given irrevocable undertakings to the Company to vote
in favour of the Resolutions (and, where relevant, to procure that such action
is taken by the relevant registered holders if that is not them), in respect
of their entire beneficial holdings totalling, in aggregate, 13,404,000
Ordinary Shares, representing approximately 4.84 per cent. of the Existing
Total Voting Rights. 
 
In addition, certain other Shareholders have given irrevocable undertakings to
the Company to vote in favour of the Resolutions to be proposed at the General
Meeting (and, where relevant, to procure that such action is taken by the
relevant registered holders if that is not one of them) in respect of their
holdings totalling, in aggregate, 190,272,561 Ordinary Shares, representing
approximately 68.77 per cent. of the Existing Total Voting Rights. 
 
In total, therefore, the Company has received irrevocable undertakings to vote
in favour of the Resolutions in respect of holdings totalling in aggregate
203,676,561 Ordinary Shares, representing approximately 73.61 per cent. of the
Existing Total Voting Rights. 
 
DIVIDEND POLICY 
 
The New Board's objective following Completion is to continue to grow the
Enlarged Group's business and it is expected that any surplus cash resources
will, in the short to medium term, be reinvested into development of the
Group's business. In view of this, the New Board will not be recommending a
dividend for the foreseeable future and intend only to commence the payment of
dividends when it becomes commercially prudent to do so, having regard to the
availability of the Enlarged Group's distributable profits and funds required
to finance future growth. 
 
ADMISSION AND SETTLEMENT 
 
As the Acquisition constitutes a reverse takeover of the Company under the AIM
Rules for Companies, Shareholder consent to the Acquisition is required at the
General Meeting. If the Resolutions are duly passed at the General Meeting,
the admission of the Ordinary Shares to trading on AIM will be cancelled
(immediately prior to Admission) and the Enlarged Issued Share Capital will be
admitted to trading on AIM. 
 
Application will be made to London Stock Exchange for the Enlarged Issued
Share Capital to be admitted to trading on AIM. Admission is expected to take
place at 8.00 a.m. on 13 July 2015. 
 
The total number of New Ordinary Shares to be issued pursuant to the Proposals
and the percentage of the Enlarged Issued Share Capital represented by each
issue immediately following Admission will be as follows: 
 
                     Number of New Ordinary Shares  Percentage of Enlarged Issued Share Capital  
 Placing             173,900,000                    41.46                                        
 Subscription        51,100,000                     12.18                                        
 Debt Conversion     140,214,078                    33.43                                        
 Lepe Option Shares  2,766,660                      0.66                                         
 Fee Shares          23,750,000                     5.66                                         
 
 
If Admission does not take place on or before 8.00 a.m. on 13 July 2015 (or
such later time and/or date as the Company and N+1 Singer may agree (being not
later than 8.00 a.m. on 31 July 2015)) the Placing and Debt Conversion will
not proceed as they are conditional upon each other. 
 
The New Ordinary Shares will rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and other
distributions declared, paid or made after their allotment and issue. 
 
The Existing Articles and New Articles permit the Company to issue shares in
uncertificated form. CREST is a computerised paperless share transfer and
settlement system which allows shares and other securities to be held in
electronic rather than paper form. The Ordinary Shares are already admitted to
CREST and therefore the New Ordinary Shares will also be eligible for
settlement in CREST. CREST is a voluntary system and Shareholders who wish to
retain certificates will be able to do so upon request. The New Ordinary
Shares due to uncertificated holders are expected to be delivered in CREST on
13 July 2015. 
 
RECOMMENDATION 
 
Your Board believes the Proposals and the Capital Reduction to be in the best
interests of the Company and the Shareholders as a whole. Accordingly, the
Directors unanimously recommend you to vote in favour of the Resolutions to be
proposed at the General Meeting as they have irrevocably undertaken to do in
respect of their beneficial holdings, amounting, in aggregate, to 13,404,000
Existing Ordinary Shares, representing 4.84 per cent. of the Existing Total
Voting Rights. 
 
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
 
2015 
 
 Publication date of the Admission Document                           17 June               
 Latest time and date for receipt of Forms of Proxy                   9.00 a.m. on 8 July   
 General Meeting                                                      9.00 a.m. on 10 July  
 Recorddatefor Share Capital Reorganisation                           6.00p.m.on 10 July    
 Admission of the Existing Ordinary Shares and New Ordinary Shares    13 July               
 CREST accounts expected to be credited with the New Ordinary Shares  13 July               
 CompletionoftheAcquisition                                           14 July               
 Definitive share certificates expected to be despatched by           20 July               
                                                                                            
 
 
ADMISSION STATISTICS 
 
 NumberofOrdinarySharesinissueatthedateofthe Admission Document                     276,666,012                                      
 Basisofshare consolidation under Share Capital Reorganisation                      1OrdinaryShareforevery10 ExistingOrdinaryShares  
 OrdinarySharesinissuefollowingtheShare Capital Reorganisation                      27,666,601                                       
 Number of Subscription Shares to be issued                                         51,100,000                                       
 Number of Placing Shares to be issued                                              173,900,000                                      
 Number of Debt Conversion Shares to be issued                                      140,214,078                                      
 Number of Lepe Option Shares to be issued                                          2,766,660                                        
 Number of Fee Shares to be issued                                                  23,750,000                                       
 Enlarged Issued Share Capital on Admission                                         419,397,339                                      
 New Ordinary Shares as a percentage of the Enlarged Share Capital                  93.40 per cent.                                  
 Issue Price per New Ordinary Share (after consolidation)                           2 pence                                          
 Gross proceeds receivable by the Company pursuant to the Placing and Subscription  £4.5 million                                     
 Market capitalisation of the Company at Admission at the Issue Price               £8.39 million                                    
                                                                                                                                       
 
 
This information is provided by RNS
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