Photonstar LED Group PLC Shareholder update (4975V)
09 April 2019 - 8:00AM
UK Regulatory
TIDMPSL
RNS Number : 4975V
Photonstar LED Group PLC
09 April 2019
9 April 2019
PhotonStar LED Group PLC
("PhotonStar" or the "Company")
Shareholder update
Further to the announcement of 5 April 2019, the board of
directors of PhotonStar (the "Board") have been in discussions
following the general meeting convened on the 13(th) March 2019
which took place on the 5(th) April 2019 (the "General Meeting")
and would like to update shareholders accordingly.
Company update
On 13 March 2019, the Company announced that should the
resolutions of the General Meeting be voted down, the Directors
will be forced to consider the viability of the Company's future.
At the General Meeting on 5(th) April 2019, Resolution 4 was voted
down, meaning that the Directors do not have authority to issue any
new ordinary shares other than on a pre-emptive basis.
Although the Company has undertaken a number of small placings
in the past few months, the costs associated with ceasing
operations and settling accrued expenditures from the legacy
business were greater than originally anticipated. The Board
believe that whilst the current cash position is enough to meet the
Company's immediate cash requirements, it is not enough to deliver
on the new strategy approved at the General Meeting and summarised
below.
The Board, will therefore, be considering other funding
strategies which may include pre-emptive share issues such as an
Open Offer and may ask for further authority to issue shares
outside of the current pre-emptive authority.
AIM Rule 15
The Company's strategy, following the closing down of PhotonStar
Technology, is to acquire a business that is seeking an AIM quoted
platform via a Reverse Takeover ("RTO"). The Directors are agnostic
in relation to sector but will focus on an acquisition that can
create significant value for shareholders in the form of capital
growth and/or dividends. The Company has already met with a number
of promising potential acquisition targets and whilst no guarantee
can ever be made to the execution of a successful RTO, it is the
Board's intention to identify and execute a reverse takeover in
prudent haste.
Following shareholder approval to close down PhotonStar
Technology the Company is now 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 shareholder
approval to close down PhotonStar Technology 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 of new equity
funding) failing which, the Company's New Ordinary Shares would
then be suspended from trading on AIM pursuant to AIM Rule 40.
Admission to trading on AIM of the Company's shares would be
cancelled six months from the date of suspension should the reason
for the suspension not have been rectified.
Board Composition
The Company's Chairman, Mr Jonathan Freeman, intends to leave
the Board of Directors by the end of April 2019. The Board are in
discussions with a replacement and will keep the market appraised
of developments.
Change of name
Following the passing of Resolution 3, the Company will change
its name to Bould Opportunities plc, and it's TIDM to BOU.
The Company will further update the market when these changes
have been affected.
For further information:
PhotonStar LED Group Plc (www.photonstarled.com) +44 (0)20 3198
2554
Martin Lampshire, non--executive Director
Allenby Capital Limited (nominated adviser) +44 (0)20 3328
5656
John Depasquale / Nick Naylor
Peterhouse Capital Limited (sole broker) +44 (0)20 7469 0930
Lucy Williams / Duncan Vasey
END
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END
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