DOR Doriemus

 
TIDMDOR 
 
DORIEMUS PLC 
 
                         ("Doriemus" or the "Company") 
 
              Proposed Disposal of TEP Exchange Holdings Limited 
 
                   Confirmation of Existing Investing Policy 
 
                                      and 
 
                       Notice of Annual General Meeting 
 
Introduction 
 
The Company announces that it is today posting a circular to shareholders 
("Circular") containing a notice convening an Annual General Meeting of the 
Company to be held at 4.30 p.m. on 13 August 2014, at the offices of Kerman & 
Co LLP at 200 Strand, London WC2R 1DJ. 
 
The Circular contains proposals which include the disposal of TEP Exchange 
Holdings Limited ("TEP Exchange") and confirmation of its existing investing 
policy. 
 
Proposed Disposal of TEP Exchange Holdings Limited 
 
As announced over the last few years, TEP Exchange's business of enabling 
web-based deals for traded endowment policies (the "TEP Exchange Business") has 
been operating in an environment which has been very challenging, and despite 
significant efforts to promote the TEP Exchange Business, it has struggled to 
compete effectively. Investor demand for traded endowment policies ("TEPs") has 
reduced substantially with the commission income generated from the TEP 
Exchange Business being adversely affected as a result. The Company's revenue 
derived from the TEP Exchange Business reduced from GBP915,886 (in 2012) to GBP 
220,000 (in 2013) with profit/loss attributable to equity holders being 
similarly reduced from a profit of GBP590,000 (in 2012) to a loss of GBP53,000 (in 
2013). 
 
The Company has reviewed its business and operations strategy and feels that, 
in addition to the decline in the market for TEPs over the years and its effect 
on the Company, the TEP Exchange Business is not strictly aligned with the 
Company's Investing Policy adopted in a meeting of the Shareholders held on 15 
March 2013. The Company, therefore, proposes to dispose of TEP Exchange and the 
TEP Exchange Business and concentrate on opportunities that fall within the 
ambit of the Investing Policy. 
 
Pursuant to a sale and purchase agreement to be entered into between the 
Company and SL Investment, Close Horizons Limited and Morex Commercial (each a 
"Buyer" and together, the "Buyers"), the Buyers will conditionally agree to 
acquire the entire issued share capital of TEP Exchange from the Company for a 
total consideration of GBP1 in cash on completion. All intercompany balances 
between the Company and TEP Exchange will be paid off prior to the Disposal. 
 
If the Disposal is approved, it will be deemed a fundamental change of business 
for the purpose of Rule 15 of the AIM Rules for Companies and the same is, 
therefore, conditional on the consent of the Shareholders. The Disposal is also 
conditional upon the consent of the Financial Conduct Authority to the sale by 
the Company of its shares in TEP Exchange to the Buyers (in their respective 
proportions) being obtained and such consent remaining in full force and 
effect. 
 
Confirmation of Existing Investing Policy 
 
If the Disposal is approved by Shareholders and FCA consent granted, the 
Company will have disposed of a substantial part of its trading business. In 
this situation, under Rule 15 of the AIM Rules, the Company will be 
reclassified as an Investing Company. Under the AIM Rules, Investing Companies 
are required to adopt an Investing Policy that must be approved by 
Shareholders. 
 
The Company's existing Investing Policy (as set out below) was initially 
approved and adopted by the Shareholders at the Company's general meeting held 
on 15 March 2013. It is now proposed that the Shareholders reaffirm the 
existing Investing Policy (as set out below and in the Circular). 
 
Related Party Transaction 
 
SL Investment is interested in 828,032,798 Ordinary Shares comprising 
approximately 15.5 per cent. of the issued share capital of the Company making 
it a substantial shareholder of the Company for the purposes of the AIM Rules. 
In addition, David Roxburgh is a Director of both the Company and SL 
Investment. SL Investment is a party to the Sale and Purchase Agreement for the 
sale of shares in TEP Exchange and the Disposal and entry into the Sale and 
Purchase Agreement will, therefore, constitute a related party transaction 
under the AIM Rules insofar as SL Investment is concerned. 
 
David Roxburgh is also a Director of Morex Commercial and the Company. As set 
out above, Morex Commercial is a party to the Sale and Purchase Agreement for 
the sale of shares in TEP Exchange and the Disposal and entry into the Sale and 
Purchase Agreement will, therefore, constitute a related party transaction 
under the AIM Rules insofar as Morex Commercial is concerned. 
 
The Independent Directors, having consulted with the Company's nominated 
adviser, Cairn Financial Advisers LLP, consider the terms of the Sale and 
Purchase Agreement and the Disposal to be fair and reasonable insofar as the 
Shareholders are concerned. 
 
Defined terms used in this announcement are taken from the Circular and set out 
below. 
 
A copy of the Circular is available on the Company's website at 
www.doriemus.co.uk. Further information extracted from the Circular is set out 
below. 
 
For further additional information please contact: 
 
Doriemus plc                                 +44 (0) 20 7440 0640 
Donald Strang / Hamish Harris 
 
Cairn Financial Advisers LLP                 +44 (0) 20 7148 7900 
Nominated Adviser and Broker 
James Caithie / Jo Turner / Carolyn Sansom 
 
 
The following has been extracted from the Circular without material adjustment: 
 
Resolutions at the Annual General Meeting 
 
Resolution 1 - Receiving and Considering the Accounts 
 
This is an ordinary resolution to receive and consider the financial statements 
of the Company for the period ended 31 December 2013 together with the report 
of the Directors and the report of the auditors thereon. 
 
Resolution 2 - Reappointment of Director 
 
The Board recommends the re-appointment of Mr. Grant Michael Roberts, who 
retires by rotation on the date of the Annual General Meeting in accordance 
with Article 84 of the Articles of Association of the Company. Mr. Roberts, 
being eligible, offers himself for re-appointment. 
 
Resolution 3 - Reappointment of Auditors 
 
This Resolution seeks to authorise the re-appointment of Chapman Davis LLP as 
auditors of the Company and to authorise the Directors to determine their 
remuneration. 
 
Resolution 4 - Disposal of TEP Exchange Holdings Limited 
 
TEP Exchange is a wholly owned subsidiary of the Company and is a web-based 
exchange for traded endowment policies ("TEPs"), enabling instant deals between 
market makers and sellers (the "TEP Exchange Business"). 
 
Over the last few years, the Company has found the markets it has been 
operating in, with respect to the TEP Exchange Business, to be very challenging 
and despite significant efforts to promote the TEP Exchange Business, it has 
struggled to compete effectively. Investor demand for TEPs has reduced 
substantially with the commission income generated from the TEP Exchange 
Business being adversely affected as a result. The Company's revenue derived 
from the TEP Exchange Business reduced from GBP915,886 (in 2012) to GBP220,000 (in 
2013) with profit/(loss) attributable to equity holders being similarly reduced 
from a profit of GBP590,000 (in 2012) to a loss of GBP53,000 (in 2013). 
 
The Company has reviewed its business and operations strategy and feels that, 
in addition to the decline in the market for TEPs over the years and its effect 
on the Company (as set out above), the TEP Exchange Business is not strictly 
aligned with the Company's investing policy adopted in a meeting of the 
Shareholders held on 15 March 2013. The Company, therefore, proposes to dispose 
of TEP Exchange (and the TEP Exchange Business) and concentrate on 
opportunities that fall within the ambit of the Investing Policy (see below). 
 
Pursuant to a sale and purchase agreement to be entered into between the 
Company and SL Investment, Close Horizons Limited and Morex Commercial (each a 
"Buyer" and together, the "Buyers"), the Buyers will conditionally agree to 
acquire the entire issued share capital of TEP Exchange from the Company for a 
total consideration of GBP1 in cash on completion. All intercompany balances 
between the Company and TEP Exchange will be paid off prior to the Disposal. 
 
If the Disposal is approved, it will be deemed a fundamental change of business 
for the purpose of Rule 15 of the AIM Rules for Companies and the same is, 
therefore, conditional on the consent of the Shareholders. The Disposal is also 
conditional upon the consent of the Financial Conduct Authority to the sale by 
the Company of its shares in TEP Exchange to the Buyers (in their respective 
proportions) being obtained and such consent remaining in full force and 
effect. This Resolution therefore seeks approval of Shareholders for the 
Disposal at the Annual General Meeting. 
 
Resolution 5 - Confirmation of Existing Investing Policy 
 
If the Disposal is approved by Shareholders and FCA consent granted, the 
Company will have disposed of a substantial part of its trading business. In 
this situation, under Rule 15 of the AIM Rules, the Company will be 
reclassified as an Investing Company. Under the AIM Rules, Investing Companies 
are required to adopt an investing policy that must be approved by 
shareholders. 
 
The Company's existing Investing Policy was initially approved and adopted by 
the Shareholders at the Company's general meeting held on 15 March 2013. It is 
now proposed that the Shareholders reaffirm the existing Investing Policy (as 
set out below). 
 
The Company's investing policy is to invest in and/or acquire companies and/or 
projects with clear growth potential. The geographical focus will primarily be 
Africa, however, investments may also be considered in other regions to the 
extent that the Board considers that value opportunities exist and attractive 
returns can be achieved. 
 
In selecting investment opportunities, the Board will focus on businesses that 
are available at attractive valuations and hold opportunities to unlock 
embedded value. 
 
The Board will seek to invest in businesses where it may influence the business 
at a board level, add their expertise to the management of the business, and 
utilise their significant industry relationships and access to finance. The 
ability to work alongside a strong management team to maximise returns through 
revenue growth will be something the Board will focus upon. 
 
The Company's interests in a proposed investment and/or acquisition may range 
from a minority position to full ownership. The proposed investments may be 
either quoted or unquoted and may be in companies, partnerships, earn-in joint 
ventures, debt or other loan structures, joint ventures or direct interests in 
projects.  The Board may focus on investments where intrinsic value can be 
achieved from the restructuring of investments or merger of complementary 
businesses. 
 
The Board expects that investments will typically be held for the medium to 
long term, although short term disposal of assets cannot be ruled out if there 
is an opportunity to generate an attractive return for Shareholders. 
 
There is no limit on the number of projects into which the Company may invest, 
and the Company's financial resources may be invested in a number of 
propositions or in just one investment, which may be deemed to be a reverse 
takeover under the AIM Rules. The Directors intend to mitigate risk by 
appropriate due diligence and transaction analysis. Any transaction 
constituting a reverse takeover under the AIM Rules will also require 
Shareholder approval. The Board considers that as investments are made, and new 
promising investment opportunities arise, further funding of the Company may 
also be required. The Board has not excluded the possibility of building a 
broad portfolio of assets. 
 
Where the Company builds a portfolio of related assets it is possible that 
there may be cross holdings between such assets. The Company does not currently 
intend to fund any investments with debt or other borrowings but may do so if 
appropriate. Investments in early stage assets are expected to be mainly in the 
form of equity, with debt being raised later to fund the development of such 
assets. Investments in later stage assets are more likely to include an element 
of debt to equity gearing. The Board may also offer new Ordinary Shares by way 
of consideration as well as cash, thereby helping to preserve the Company's 
cash for working capital and as a reserve against unforeseen contingencies 
including, for example, delays in collecting accounts receivable, unexpected 
changes in the economic environment and operational problems. 
 
Investments may be made in all types of assets and there will be no investment 
restrictions. The Board will conduct initial due diligence appraisals of 
potential business or projects and, where they believe further investigation is 
warranted, intend to appoint appropriately qualified persons to assist. The 
Board believes it has a broad range of contacts through which they are aware of 
various opportunities which may prove suitable, although at this point only 
preliminary due diligence has been undertaken. The Board believes its expertise 
will enable it to determine quickly which opportunities could be viable and so 
progress quickly to formal due diligence. The Company will not have a separate 
investment manager. The Company proposes to carry out a comprehensive and 
thorough project review process in which all material aspects of a potential 
project or business will be subject to rigorous due diligence, as appropriate. 
 
As an Investing Company, the Company will be required to make an acquisition or 
acquisitions which constitute a reverse takeover under the AIM Rules or 
otherwise implement its proposed Investing Policy on or before the date falling 
twelve months from the Disposal and the confirmation of the Investing Policy 
failing which, the Company's Ordinary Shares would then be suspended from 
trading on AIM. In the event that the Company's Ordinary Shares are so 
suspended and the Company fails to obtain Shareholders' consent to renew such 
policy, the admission to trading on AIM would be cancelled six months from the 
date of suspension. 
 
Resolution 6 - Directors' Authority to Allot Shares 
 
This is an ordinary resolution to grant the Directors the authority to allot 
and issue shares and grant rights to subscribe for shares in the Company for 
the purposes of Section 551 of the Act up to the maximum aggregate nominal 
amount of GBP27,000 (representing 2,700,000,000 new ordinary shares of 0.001p 
each in the Company). This resolution replaces any existing authorities to 
issue shares in the Company and the authority under this resolution will expire 
at the conclusion of the next annual general meeting of the Company. 
 
Resolution 7 - Disapplication of Pre-emption Rights 
 
Resolution 7 proposes to dis-apply the statutory rights of pre-emption in 
respect of the allotment of equity securities for cash under Section 561(1) of 
the Act. This is a special resolution authorising the Directors to issue equity 
securities as continuing authority up to an aggregate nominal amount of GBP27,000 
(representing 2,700,000,000 new ordinary shares of 0.001p each in the Company) 
for cash on a non pre-emptive basis pursuant to the authority conferred by 
Resolution 6 above. 
 
The authority granted by this Resolution will expire at the conclusion of next 
annual general meeting of the Company. 
 
Related Party Transaction 
 
SL Investment is interested in 828,032,798 Ordinary Shares comprising 
approximately 15.5 per cent. of the issued share capital of the Company making 
it a substantial shareholder of the Company for the purposes of the AIM Rules. 
In addition, David Roxburgh is a Director of both the Company and SL 
Investment. As set out above, SL Investment is a party to the Sale and Purchase 
Agreement for the sale of shares in TEP Exchange and the Disposal and entry 
into the Sale and Purchase Agreement will, therefore, constitute a related 
party transaction under the AIM Rules insofar as SL Investment is concerned. 
 
David Roxburgh is a Director of Morex Commercial and the Company. As set out 
above, Morex Commercial is a party to the Sale and Purchase Agreement for the 
sale of shares in TEP Exchange and the Disposal and entry into the Sale and 
Purchase Agreement will, therefore, constitute a related party transaction 
under the AIM Rules insofar as Morex Commercial is concerned. 
 
The Independent Directors, having consulted with the Company's nominated 
adviser, Cairn Financial Advisers LLP, consider the terms of the Sale and 
Purchase Agreement and the Disposal to be fair and reasonable insofar as the 
Shareholders are concerned. 
 
                                  DEFINITIONS 
 
The following definitions apply throughout this document, unless the context 
requires otherwise. 
 
"AIM Rules"                    the rules published by London Stock Exchange 
                               from time to time governing the admission to and 
                               operation of AIM 
 
"Annual General Meeting"       the annual general meeting of the Company to be 
                               held at 4.30 p.m. on 13 August 2014, or any 
                               adjournment to that meeting 
 
"Buyers"                       SL Investment Management Limited (a company 
                               incorporated in England with company number 
                               02485382), Close Horizons Limited (a company 
                               incorporated in the Isle of Man with company 
                               number 73283C) and Morex Commercial Limited (a 
                               company incorporated in England with company 
                               number 04158468) 
 
"Company"                      Doriemus PLC, a public limited company 
                               registered in England and Wales with registered 
                               number 03877125 
 
"Consideration"                the consideration payable pursuant to the Sale 
                               and Purchase Agreement, details of which are set 
                               out in this document 
 
"Directors" or "Board"         the directors of the Company as at the date of 
                               this document 
 
"Disposal"                     the proposed disposal of TEP Exchange Holdings 
                               Limited pursuant to the Sale and Purchase 
                               Agreement 
 
"Financial Conduct Authority"  The Financial Conduct Authority of the United 
or "FCA"                       Kingdom 
 
"Independent Directors"        Donald Strang, Hamish Harris and Grant Roberts 
 
"Investing Company"            has the meaning described in the definition of 
                               "Investing Company" set out in the AIM Rules, 
                               that is, any AIM company which has as its 
                               primary business or objective, the investing of 
                               its funds in securities, businesses or assets of 
                               any description 
 
"Investing Policy"             the existing investing policy of the Company 
                               proposed to be confirmed by the Shareholders at 
                               the Annual General Meeting and as set out in 
                               this document 
 
"Morex Commercial"             Morex Commercial Limited, a company incorporated 
                               in England and Wales with company number 
                               04158468 and with their registered address at 8 
                               - 11 Grosvenor Court, Foregate Street, Chester, 
                               Cheshire CH1 1HG 
 
"Notice"                       the notice of the Annual General Meeting which 
                               forms part of this document 
 
"Ordinary Shares"              ordinary shares of 0.001p each par value in the 
                               capital of the Company 
 
"Resolutions"                  the resolutions set out in the Notice at the end 
                               of this document 
 
"Shareholders"                 holders of the Ordinary Shares 
 
"SL Investment"                SL Investment Management Limited, a company 
                               incorporated in England and Wales with company 
                               number 02485382 and registered address at 8 - 11 
                               Grosvenor Court, Foregate Street, Chester, 
                               Cheshire CH1 1HG 
 
"TEP Exchange"                 TEP Exchange Holdings Limited, a company 
                               incorporated in England and Wales with company 
                               number 08783474, which is a wholly owned 
                               subsidiary of the Company 
 
 
 
END 
 

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