28 February 2024
Verditek
plc
("Verditek" or the
"Company")
Proposed Disposal, board
changes, fundraising, change of name and change of
advisers
Further to its announcements of 7, 9 and 23
February 2024, Verditek (AIM:VDTK) announces that it has entered
into a conditional sale and purchase agreement (the "SPA") to dispose of its solar business,
including the whole of the issued share capital of Verditek Solar
Italy srl, (the "Proposed
Disposal") to Verditek Solar Limited, a newly incorporated
company owned and incorporated by the Company's bondholders (the
"Bondholders") for £528,340
(to be satisfied by the surrender of all the Company's secured
convertible loan notes plus accrued interest) on completion which
is expected to take place on 29 February 2024 ("Completion"). Pursuant to AIM Rule 15,
the Proposed Disposal is conditional on shareholder approval being
obtained at the Company's general meeting to be held later today
("GM").
All of the Company's directors and the
Bondholders (and their associates) representing approximately 30
per cent. of the Company's issued share capital, have irrevocably
undertaken to vote their shares in favour of the resolutions at the
GM.
Proposed board
changes
The Company announces, subject to Completion,
the resignation of each of the current directors, being The Rt Hon.
Lord David Willetts, Robert Richards and George Katzaros and the
proposed appointment of Bob Holt and John Charlton as directors of
the Company. A further announcement will be made in due course,
including the details to be disclosed pursuant to AIM Rule 17 and
Schedule Two (g) of the AIM Rules for Companies. The
Company Secretary, CFPro Cosec Limited, is resigning at the same
time as the current directors.
Bob Holt is a highly accomplished executive
with over 35 years' experience in senior leadership roles across
various sectors, most recently serving as CEO of Revolution Beauty
Plc after joining its board as interim COO. Prior to that, he
successfully led Sureserve Group Plc as Chairman, overseeing its
successful turnaround that resulted in over a five fold increase in
the company's share price. He is perhaps most widely known for his
role in the rise of Mears Group PLC. Since being appointed as Chair
in 1996, he guided the company through its successful IPO on AIM
and played a pivotal role in building its order book value to £3
billion, establishing Mears as a market leader in its sector. Bob
has been awarded the OBE for his services to philanthropic
causes.
John Charlton spent 28 years in various senior
corporate banking and risk management roles within Barclays
plc, specialising latterly in listed business service companies. He
joined Sureserve Group plc as Group Company Secretary in 2017 and
assisted with the successful turnaround of that business. In
addition, John is Trustee and Chair of The Sureserve
Foundation.
Following Completion and a further equity
fundraising, further details of which are set out below, the new
board intends to seek suitable acquisition targets in the energy
services sector which will constitute a reverse takeover under AIM
Rule 14.
Placing and
loan agreement
Bob Holt has agreed to assist the Company in
procuring subscribers for 400 million new ordinary shares in the
capital of the Company ("New
Shares") at 0.075p per share (up to £300,000), as set out in
the Company's announcement of 7 February 2024.
Application has been made to the London Stock
Exchange for the admission of the New Shares to trading on AIM
("Admission"). Admission of
the New Shares, which will rank pari passu with the Company's existing
ordinary shares, is expected to be effective at 8.00 a.m. on 1
March 2024.
The Company also announces that, prior to his
appointment as a director of the Company, Bob Holt entered into a
loan agreement with the Company for up to £300,000, of which
£250,000 will be advanced shortly to enable it to satisfy certain
outstanding liabilities of the Company. This loan which is
unsecured and interest free but repayable upon demand is
convertible into new ordinary shares of the Company at 0.075p per
share following the proposed fundraising, details of which are set
out below.
Proposed
fundraising
Further details of a proposed fundraising to
raise approximately £1.5 million by the issue of new ordinary
shares in the capital of the Company at 0.075p per share will be
announced in due course, including details of a circular to be sent
to the Company's shareholders to convene a general meeting to
obtain the necessary directors' authorities to issue the new
shares. At the general meeting, a resolution will also be put to
shareholders to approve a 100:1 share
consolidation.
Completion
Upon Completion, the Company will be regarded
as an AIM Rule 15 cash shell, having ceased to own, control, or
conduct all or substantially all, of its existing trading business,
activities, or assets. The Company will therefore, within 6 months,
need to make an acquisition or acquisitions which constitute a
reverse takeover under AIM Rule 14, failing which trading in the
Company's shares on AIM will be suspended. Should the Company's
shares remain suspended from trading for 6 months, admission of the
Company's shares to trading on AIM will be cancelled under AIM Rule
41.
Proposed
change of name
Following Completion, the Company intends to
change its name to EARNZ which stands for Energy Advisory
Regeneration Net Zero plc.
Change of
Nominated Adviser and appointment of Joint Broker
The Company also announces that, following
Completion, it intends to appoint Shore Capital and Corporate
Limited as its nominated adviser in place of WH Ireland and Shore
Capital Stockbrokers Limited as joint broker alongside WH
Ireland.
For
further information, please contact:
Verditek plc
Rob Richards (Chief Executive
Officer) +44
(0) 20 7129 1110
Vicki Johnson (Interim Chief
Financial Officer)
WH
Ireland (NOMAD and Broker)
Hugh Morgan
+44
(0) 20 7220 1666
Antonio Bossi
Andrew de Andrade
This announcement contains inside information for the purposes
of Article 7 of the UK version of Regulation (EU) No 596/2014 which
is part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the
publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.