TIDMZBO
RNS Number : 0664D
Zibao Metals Recycling Holdings PLC
14 February 2020
14 February 2020
For immediate release
THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET
ABUSE REGULATION EU NO. 596/2014 ("MAR").
Zibao Metals Recycling Holdings Plc
(To be renamed Phimedix PLC)
("Zibao" or "the Company" or "the Group")
Disposal of Masterpiece Enterprises Limited ("Masterpiece")
Share Capital Reorganisation, Share Buyback, Placing and New
Investment, Adoption of New Articles, Authority for new Shares,
Disapplication of Pre-emption rights, Proposed change of name, and
Notice of General Meeting and Annual General Meeting
Introduction
Zibao announces the disposal of Masterpiece which is subject,
inter alia, to shareholders' approval in a general meeting
scheduled for 10.30a.m. on 9 March 2020 at the offices of Bracher
Rawlins LLP, Second Floor, Kingsway, London WC2B 6SR. In addition
the Company is proposing a share capital reorganisation, together
with a placing to raise GBP352,500 for the Company and a share
buyback from Mr Zhou, the Chairman of the Company. The Company has
today sent a circular to shareholders ("Circular") setting out
details of these proposals.
Additionally the Annual General Meeting is scheduled for 10.00
am on 9 March 2020, and the notice of meeting has been sent today
to shareholders.
The Circular, and notices of meeting for the Annual General
Meeting and General Meeting are available on the Company's website:
www.zibaometals.com .
The following are extracts from the Circular:
"This Circular sets out details in relation to the proposed
disposal of Masterpiece Enterprises Limited, the Company's wholly
owned subsidiary, to APC, a company owned by Joe Zhou, for
GBP102,760.00 in cash on Completion. The Disposal will represent a
fundamental change of business, as well as a related party
transaction, under the AIM Rules for Companies following completion
of which, the Company will become an AIM Rule 15 cash shell.
Additionally, the Buyback, which is related to the Disposal
(detailed below) will be classed as a related party transaction
under the AIM Rules. The purpose of this Circular is to provide you
with the background to the Proposals and to explain why the
Independent Directors consider the Proposals are in the best
interests of the Company and its Shareholders as a whole and why
they recommend that Shareholders to vote in favour of the
Resolutions to be proposed at the General Meeting.
.
Background to the Proposals
On 9 July 2018, the Board announced that between January and
April 2018, China's Ministry of Ecology and Environment ("MEE")
made various announcements banning the importation of 32 types of
scrap materials including plastic waste and unsorted wastepaper
(which the MEE labels as "solid waste"). In addition, the MEE
announced the imposition of tighter quality standards on all scrap
imports beginning 1 March 2018. Such scrap imports included the
scrap metal which the Group buys directly or indirectly from
overseas and imports for processing in its facility in China.
Since then, the Company has been evaluating the potential impact
of these new regulations on the business as a whole. As announced
by the Board on 29 October 2018, to mitigate the effects of the new
trading environment, which is affecting all operators in our
marketplace, the Group undertook a review of costs with a view to
reducing these wherever possible to manage our cash resources.
On the supply side, the Board also announced that it was
continuing to try and identify new suppliers able to comply with
the new regulations. However, the number of such suppliers appears
limited and the economic viability of sourcing such supplies for
the China market will be a major consideration.
The Company has been relatively successful in its cost reduction
plans, liquidating its existing stock and in trying to secure new
suppliers of metals which comply with the new standards.
Nevertheless, volumes have been greatly reduced and sales have
reduced considerably as compared to the same period in the prior
year. The identification, and bringing on stream, of new suppliers
has proved to be a difficult process due to the new restrictions
and the Board has been looking at alternative strategies for the
Group which have included moving into different geographies and
also broadening the types of materials that it can provide to
customers.
After reviewing the current legislative environment of the
Company's business, the Board has reached the conclusion that the
business of the Company, as it was, may not now be viable following
on from the change in importation rules in China. These changes in
legislation would seem to be long term in nature, and the MEE is
expected to tighten legislation in this area.
Accordingly, the Board believed that it was faced with the
following alternatives:
-- Fundraising for existing business : given the current and
continuing situation, the Board does not believe it will be able to
raise additional external equity and/or debt to fund the Group's
current activities or invest in the development of its trading
business, if the Company were to remain as an AIM-traded
company;
-- Delisting: the Board has considered seeking the cancellation
of its admission to trading on AIM ("De-listing") given the costs
of maintaining the listing, but then there would effectively be no
market in the Ordinary Shares, which could penalise Shareholders;
or
-- Disposal: the Company could dispose of Masterpiece
Enterprises Limited to the Company's Chairman, Joe Zhou , introduce
new funds into the Company (which would have become an AIM Rule 15
cash shell), and look to adopt a new investing strategy, by seeking
a reverse takeover, to try and recover value for the remaining
Shareholders.
Having considered the alternatives in detail with its advisers,
the Independent Directors concluded that the best option for
Shareholders would be to dispose of Masterpiece Enterprises
Limited. The Independent Directors also did not believe that the
Company should provide anything more than basic warranties as to
capacity and authority and title to any purchaser and should
complete a disposal as soon as practicable given the funding
requirements of Masterpiece Enterprises Limited and the objective
to consider new business opportunities.
Summary of the Disposal Agreement
Against this background as set out above, the Company has today
entered into a conditional sale and purchase agreement ("SPA") with
APC, a company owned by Mr Zhou.
Pursuant to the SPA, APC has agreed to acquire Masterpiece
Enterprises Limited from the Company and, as a result, assume all
its assets and liabilities. As at 31 March 2019, Masterpiece had
net audited liabilities of HKD73,465,728, with net current
liabilities of HKD23,137,968. Total assets as at the same date
amounted to HKD50,327,760. As at 30 September 2019, Masterpiece had
net unaudited liabilities of HKD60,787,823, with net current
liabilities of HKD23,185,649. Total assets as at the same date
amounted to HKD37,602,174. The consideration for Masterpiece will
be satisfied in cash following completion of the Buyback (details
below). The SPA contains warranties only as to capacity and
authority and title from the Company and no other warranties from
the Company.
The SPA is conditional on the passing of Resolutions 1 to 6,
including the approval of Resolution 1 approving the Disposal by
the Independent Shareholders, and the successful completion of the
Placing.
The Disposal is subject to the approval of the Independent
Shareholders at the General Meeting (Resolution1), and Mr Zhou and
the Mr Zhou Group are not permitted to vote their Existing Ordinary
Shares on this Resolution.
APC is regarded as a related party under the AIM Rules as Mr
Zhou, the Chairman of the Company, is a director and owner of all
of the issued shares of APC, and is also a substantial shareholder
in the Company holding Existing Ordinary Shares representing 63.9
per cent. of the Issued Share Capital (including indirect
beneficial interests)). As such the Disposal is required to have
been considered by the Independent Directors in consultation with
the Company's nominated adviser, SPARK.
Further information on Masterpiece Enterprises Limited
Masterpiece Enterprises is the main trading subsidiary of the
Group and was incorporated in the British Virgin Islands.
For the year ended 31 March 2019, Masterpiece Enterprises
consolidated revenue and loss before tax amounted to HKD363,228K
and HKD61,338K respectively. As at 31 March 2019, Masterpiece
Enterprises consolidated total assets and total net liabilities
amounted to HKD50,328K and HKD23,138K respectively.
Proposed Capital Reorganisation
It is proposed that the issued share capital of the Company will
be restructured, in order to reduce the nominal value of the
Ordinary Shares. At the outset each of the Existing Ordinary Shares
will be sub-divided into one Sub-divided Ordinary Share of
GBP0.000025 and one new Deferred Share of GBP0.009975.
Following the Sub-division, the issued share capital of the
Company will consist of 122,010,000 Sub-divided Ordinary Shares and
122,010,000 new Deferred Shares. The new Deferred Shares shall have
the special rights, and shall be subject to the restrictions, set
out in the New Articles of Association of the Company which, it is
proposed, will be adopted pursuant to the Resolutions. The new
Deferred Shares will carry negligible value and will not be
admitted to trading on AIM.
In order to effect the Sub-division, in addition to Resolution2,
the Company proposes to adopt amended articles of association
pursuant to Resolution 5. The rights attaching to the Deferred
Shares can be summarised as follows:
(i) they will not entitle holders to receive any dividend or
other distribution or to receive notice or speak or vote at general
meetings of the Company;
(ii) they will have no rights to participate in a return of
assets on a winding up until the holders of the ordinary shares
have received the amounts paid up or credited as paid up on such
shares and the sum of GBP100,000 in respect of each ordinary share
held by them respectively;
(iii) they will not be freely transferable;
(iv) the creation and issue of further shares will rank equally
or in priority to the Deferred Shares;
(v) the passing of a resolution of the Company to effect a
reduction of capital shall not constitute a modification or
abrogation of their rights; and
(vi) holders will not be issued with share certificates;
There are no immediate plans to purchase or to cancel the
Deferred Shares, although the Directors propose to keep the
situation under review. The Deferred Shares will not be admitted to
trading on any market.
A copy of the proposed amendments to the articles of association
proposed to be adopted by Resolution 5 will be available for
inspection at the General Meeting and will be made available free
of charge on the Company's website at www.zibaometals.com.
The rights attaching to the Sub-divided Ordinary Shares will be
identical in all respects to those of the Existing Ordinary
Shares.
Following the Sub-division, it is proposed that the Placing and
the Buyback shall take place. On completion of the Buyback, the
Sub-divided Ordinary Shares shall be consolidated (subject to the
approval of Resolution 7 in the General Meeting) into ordinary
shares of GBP0.001 each (New Ordinary Shares). Following the
Consolidation, the issued share capital of the Company will consist
of 34,400,481 New Ordinary Shares and 19,250,000 new Deferred
Shares.
The rights attaching to the New Ordinary Shares will be
identical in all respects to those of the Existing Ordinary
Shares.
Following the Capital Reorganisation, Share Certificates in
respect of Existing Ordinary Shares will no longer be valid. Share
Certificates in respect of the New Ordinary Shares will be issued
following the Capital Reorganisation or, in the case of
uncertificated holders, Euroclear (UK and Ireland) Limited will be
instructed to credit the CREST participant's account with New
Ordinary Shares.
New Certificates in respect of the New Ordinary Shares will be
despatched to all Shareholders by first class post at the risk of
the Shareholder. No Share Certificates will be issued in respect of
the new Deferred Shares. No fractional payments will be made.
Proposed Placing
To preserve some prospect of future value for Shareholders, the
Board has appointed SI Capital Ltd ("Broker") to raise up to
GBP352,760 of new funds (the "Placing") for the Company by way of a
placing of Sub-divided Ordinary Shares at a price of GBP0.00026 per
Sub-divided Ordinary Share (the "Placing Shares").
Under the terms of the Placing, the Company will issue warrants
to acquire Ordinary Shares at nominal value to each investor who
subscribes for Placing Shares. The warrants will be issued on the
basis of one warrant to subscribe for an Ordinary Share for each
two Placing Shares acquired by that investor. The warrants will
lapse on the first anniversary of their issue, or if earlier, on
the completion of a reverse takeover (as defined in the AIM Rules)
by the Company.
If the Placing is fully subscribed and all the warrants are
exercised, this would result in the holders of the warrants
acquiring 16,959,612 New Ordinary Shares ( i.e. following the
Consolidation) in the Company . The exercise price will be the
nominal value of the New Ordinary Shares (i.e. GBP0.001 per
share).
GBP102,760 of the funds received from the Placing will be used
by the Company to finance the Buyback (detailed below).
Proposed Buyback
In connection with the SPA, the Company has entered into the
Buyback Agreement with the Mr Zhou Group to buybackthe Buyback
Shares for a total consideration of GBP102,760. Following
completion of the Buyback, it has been agreed under the terms of
the SPA that monies paid in respect of the Buyback will be applied
as the cash consideration for the sale of Masterpiece under the
SPA.
The Buyback will be solely financed from the proceeds of the
fresh issue of shares under the Placing and completion of the
Buyback Agreement is conditional on at least GBP350,000 being
raised in the Placing. Completion of the Buyback Agreement is also
conditional on the passing of Resolutions numbered 1 to 6 at the
General Meeting, including Resolution number 6 which requires the
Independent Shareholders to approve the terms of the Buyback
Agreement by ordinary resolution.
The Buyback will be considered a related party transaction under
the AIM Rules as each member of the Mr Zhou Group is beneficially
owned by Mr Zhou, the Chairman of the Company, and a substantial
Shareholder in the Company, holding Existing Ordinary Shares
representing 84.2 per cent. of the issued shares (including
indirect beneficial interests).
The Independent Directors, having consulted with SPARK, consider
that the terms of the Buyback are fair and reasonable as far as
Shareholders are concerned. The Buyback is subject to the approval
of Independent Shareholders at the General Meeting (Resolution 6),
and the Mr Zhou Group is not permitted to vote its Existing
Ordinary Shares on this Resolution.
Consequences of Placing and Buyback for the Independent
Shareholders
Following completion of the Placing and the Buyback, the
proportion of the Ordinary Shares held by the Independent
Shareholders ( i.e . the existing shareholders at the date of this
Circular who are not participating in the Buyback) shall be
approximately 1.4% of the total issued ordinary share capital of
the Company.
AIM Rule 15
In accordance with AIM Rule 15, the Disposal constitutes a
fundamental change of business of the Company. On Completion, the
Company would cease to own, control or conduct all or substantially
all, of its existing trading business, activities or assets.
Following completion of the Disposal therefore, the Company will
become 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 completion of the Disposal 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), less
the consideration received failing which, the Company's Ordinary
Shares would then be suspended from trading on AIM pursuant to AIM
Rule 40. Admission to trading on AIM would be cancelled six months
from the date of suspension should the reason for the suspension
not have been rectified.
As such a cash shell the Company would also have no operating
cash flow and would be dependent on the net proceeds of the Placing
for its working capital requirements.
AIM Rule 15 Deadlines - Reverse Takeover
Any failure in completing an acquisition or acquisitions which
constitute(s) a reverse takeover under AIM Rule 14 (including
seeking re-admission as an investing company (as defined under the
AIM Rules)) will result in the cancellation of the Company's Shares
from trading on AIM.
The Company will be dependent upon the ability of the Board to
identify suitable acquisition targets. As at the date hereof, the
Directors have not identified any investment opportunities which
they have resolved to pursue. There is no guarantee that the
Company will be able to acquire an identified opportunity at an
appropriate price, or at all, as a consequence of which resources
might have been expended fruitlessly on investigative work and due
diligence.
Market conditions may have a negative impact on the Company's
ability to make an acquisition or acquisitions which constitutes a
reverse takeover under AIM Rule 14. There is no guarantee that the
Company will be successful meeting the AIM Rule 15 deadline as
described above.
The Company expects to incur certain third-party costs
associated with the sourcing of suitable acquisition or
acquisitions. The Company can give no assurance as to the level of
such costs, and given that there can be no guarantee that
negotiations to acquire any given target business will be
successful, the greater the number of deals that do not reach
completion, the greater the likely impact of such costs on the
Company's performance, financial condition and business
prospects.
Future financing
The only sources of financing currently available to the Company
are the proceeds of the Placing and any potential future issue of
additional equity capital or shareholder loans. The Company's
ability to raise further funds will depend on the success of
existing and acquired investments. The Company may not be
successful in procuring the requisite funds on terms which are
acceptable to it (or at all) and Shareholders' holdings of Ordinary
Shares may be materially diluted in due course by subsequent equity
issues.
Related Party Transactions
The purchaser, APC, is wholly owned by Wenjie Zhou, who is the
Chairman of the Company and a substantial shareholder as he is
interested in 63.9 per cent. of the Issued Share Capital.
Accordingly, the Disposal is a related party transaction for the
purposes of AIM Rule 13 and Wenjie Zhou and Jianfeng Li have taken
no part in any board assessment of the disposal to APC by the
Independent Directors, being Peter Greenhalgh and Ajay Rajpal.
Additionally, the Buyback, which is related to the Disposal,
will be considered a related party transaction under AIM Rule 13 as
each member of the Mr Zhou Group is beneficially owned by Mr Zhou,
the Chairman of the Company, and a substantial shareholder in the
Company, holding Existing Ordinary Shares representing 84.2 per
cent. of the Issued Share Capital (including indirect beneficial
interests). Although Jianfeng Li could also be classed as an
independent director under the AIM Rules, due to his role as an
executive director of Masterpiece Enterprises and his close working
relationship with Mr Zhou, for the purposes of considering the
related party transactions, Jianfeng Li has not been treated as an
Independent Director.
Wenjie Zhou and Jianfeng Li have taken no part in any assessment
of the Disposal or the Buyback by the Independent Directors, Peter
Greenhalgh and Ajay Rajpal.
The Independent Directors consider, having consulted with SPARK,
the Nominated Adviser, that the terms of the Disposal and the
Buyback are fair and reasonable insofar as the Company's
Independent Shareholders are concerned. The Independent Directors
have taken into account the following:
1. the lack of options for the economic continuation of the
existing business and the provision of future working capital for
the Company's sole operating subsidiary, Masterpiece;
2. the commercial viability of Masterpiece is extremely fragile
given it is unable to identify sufficient new suppliers able to
comply with the MEE's changed regulations relating to the
importation into China of scrap materials and the imposition of
tighter quality standards on all scrap imports. Such scrap imports
include the metal scrap which the Group buys directly or indirectly
from overseas;
3. Masterpiece is currently loss making and the Company's base
case internal projections show that there is no immediate prospect
of an improvement in financial performance without further capital
investment; and even if such capital investment was available, it
would not necessarily be deployed in the same business due to the
changed legislative environment;
4. the Disposal, as it is a fundamental change of business, will
be subject to Shareholders' approval at the General Meeting;
and
5. the Buyback will be subject to Shareholders' approval at the General Meeting.
The Independent Directors have also taken into account the
principal relevant considerations that they have identified, which
are set out further below in this Document.
Proposed Board changes
Conditional on Completion, Wenjie Zhou, Jianfeng Li and Peter
Greenhalgh will resign as Directors of the Company. Following
Completion, the Board then intends to make additional appointments
to assist the Company in its new strategic direction as a cash
shell, including conditional on Completion, the appointment of
Nicholas Nelson.
Nicholas Cristian Paul Nelson, age 55, commenced his career as a
securities dealer on the floor of the London Stock Exchange in
1985. This developed into a 13-year career in investment
management. In 1998 he moved into the Financial PR industry and
over 14 years, handled the corporate communications matters to
smaller quoted companies operating in multiple sectors. During this
period Nicholas handled the financial PR aspects of some 150 AIM
and NEX IPOs. He has held directorships with six AIM-quoted
companies and two NEX Exchange companies and is currently Chief
Executive of NEX listed SulNOx Group Plc. Nicholas has considerable
hands on experience of all day to day matters relating to
shareholder reporting and PLC management.
Dis-application of Pre-Emption Rights and authority to allot
shares
In connection with the Capital Reorganisation and the Placing,
the Directors wish to have authority to issue a limited proportion
of the Company's issued ordinary share capital without having to
seek Shareholders' approval. Having such authorities will allow the
Company to raise capital or issue shares for other reasons quickly
and flexibly and without incurring the time and expense of
convening a general meeting. The Directors believe that, at the
current time, authorities in respect of 50 per cent. of the
Company's issued ordinary share capital (following the
Consolidation and the allotment of all the new shares relating to
the Placing and the issue of the warrants relating to the Placing)
will provide the Company with a reasonable capacity to issue
shares.
Shareholders' approval is being sought for these Share
authorities by way of Resolutions 3 and4.
Change of Name
The Board has agreed with Masterpiece Enterprises that the
Company's name will be changed to Phimedix PLC, conditional on
Shareholders' approval at the General Meeting.
Under the Companies Act 2006 and the Company's Articles, a
change of name requires the passing of a special resolution of
Shareholders at a general meeting.
Shareholders' approval is being sought for this change of name
by way of Resolution 8.
If Resolution 8is approved, the change of name will be effective
once Companies House has issued a new certificate on the change of
name.
General Meeting
The Notice convening the General Meeting to be held at the
offices of Bracher Rawlins LLP, Second Floor, 77 Kingsway, London,
WC2B 6SR at 10.30 a.m. on 9 March 2020 at which the Resolutions
will be proposed is set out at the back of this Circular.
-- Resolution 1 which will be proposed as an ordinary
resolution, seeks approval by the Independent Shareholders of the
sale by the Company of Masterpiece, pursuant to the SPA, to
APC.
-- Resolution 2 is to be proposed at the General Meeting is an
ordinary resolution to sub-divide each of the Existing Ordinary
Shares into one Sub-divided Ordinary Share of GBP0.000025 and one
new Deferred Share of GBP0.009975. This resolution is subject to
the passing of Resolution 5. Accordingly, for each Existing
Ordinary Share of GBP0.01 held at present, you will hold one
Sub-divided Ordinary Share of GBP0.000025 and one new Deferred
Share of GBP0.009975, but the new Deferred Shares will have
negligible value. The purpose of this reorganisation is to reduce
the nominal value of the Ordinary Shares to be issued at prices
that would otherwise be less than their nominal value, to allow for
the Placing to take place at the Placing Price.
-- Resolution 3 - The Companies Act 2006 requires that the
authority of the Directors to allot shares in the Company or grant
rights to subscribe for or convert any security into shares in the
Company should be subject to the approval of Shareholders in
general meeting or to an authority set out in the Company's
Articles of Association. Accordingly, Resolution 3 will be proposed
at the General Meeting, as an ordinary resolution to authorise the
Directors to allot unissued shares of the Company up to an
aggregate nominal amount of
GBP62,345.67. This authority will expire five years after the passing of the resolution.
-- Resolution 4 - The Companies Act 2006 requires that any
equity securities issued wholly or partly for cash must be offered
to existing Shareholders in proportion to their existing holdings
unless otherwise approved by Shareholders in general meeting or
accepted under the Company's Existing Articles of Association.
Accordingly, a special resolution (Resolution 4) will be proposed
at the General Meeting, subject to the passing of Resolution 3, to
vary the Directors' authority to allot equity securities for cash
other than on a pro rata basis. This authority will expire five
years after the passing of the resolution.
-- Resolution 5 - In this resolution, which will be a special
resolution, we are asking Shareholders to approve the adoption of
New Articles of Association to replace the Existing Articles of
Association and to reflect the provisions of the Companies Act 2006
and the Capital Reorganisation.
-- Resolution 6 , In this resolution, which will be an ordinary
resolution, we are asking Independent Shareholders to approve the
terms of the Buyback Agreement between the Company and the Mr Zhou
Group of shareholders for the purchase by the Company of the
Buyback Shares dated 14 February 2020 and for the Company to be
authorised to purchase the Buyback Shares pursuant to the terms of
the Buyback Agreement, such authority to be conferred by this
resolution to expire no later than 8 March 2025.
-- Resolution 7 , In this resolution, which will be an ordinary
resolution, we are asking Shareholders to approve, subject to
completion of the Buyback, of the consolidation of the Sub-divided
Ordinary Shares into New Ordinary Shares of GBP0.001 each, which
will result in 40 Sub-divided Ordinary Shares being consolidated
for each New Ordinary Share.
-- Resolution 8 which will be proposed as a special resolution,
seeks to approve the change of the Company's name to Phimedix
PLC.
Recommendations
The Independent Directors, having consulted with the Nominated
Adviser, consider the terms of the Disposal to be fair and
reasonable insofar as the Company's Shareholders are concerned and
recommend Shareholders to vote in favour of the Resolutions.
The Independent Directors have considered the alternatives to
the Disposal and have concluded that out of the alternatives, the
Company carrying out the Disposal and becoming a cash shell is most
likely to represent the best value to the remaining shareholders in
the long term.
Accordingly, the Independent Directors recommend that
Shareholders vote in favour of Resolution 1 (approving the
Disposal) and Resolution 6 (approving the Buyback).
The whole of the Board recommends that Shareholders vote in
favour Resolutions 2, 3, 4, 5, 7 and 8 as they intend to do in
respect of their own shareholdings of 78,000,000 Existing Ordinary
Shares, representing 63.9 per cent. of the Issued Share
Capital.
If these proposals are not approved by Shareholders, then the
Board will notify AIM that the Company wishes to cancel admission
of all of the Company's shares admitted to AIM (i.e. a de-listing
of the Company from AIM) and it will call another general meeting
at which a special resolution would be proposed to approve this
cancellation of admission to AIM."
End
For further information please contact:
Zibao Metals Recycling Holdings Plc
Ajay Rajpal, ACA, Non-Executive Director
www.zibaometals.com +852 2769 7662
SPARK Advisory Partners Limited (Nominated
Adviser)
Mark Brady
Neil Baldwin
www.sparkadvisorypartners.com +44 (0) 203 368 3551
SI Capital Ltd (Broker)
Nick Emerson
www.sicapital.co.uk +44 (0)1483 413500
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2020
Publication of Circular 14 February
Latest time and date for receipt of Forms 10.00 a.m. on
of Proxy in respect of the Annual General 7 March
Meeting
Latest time and date for receipt of Forms 10.30 a.m on 7
of Proxy in respect of the General Meeting March
Annual General Meeting 10.00 a.m on 9
General Meeting March
10.00 a.m. on
9 March
Record date for Sub-division 6.00 p.m. on 9
March
Trading in the Sub-divided Ordinary Shares 8:00 a.m. on 10
commences March
Placing Shares admitted to trading 10 March
CREST accounts expected to be credited with 10 March
the Placing Shares
Buyback effective 10 March
Record Date for Consolidation 6:00 p.m. on 10
March
Trading in the Consolidated New Ordinary Shares 8:00 a.m. on 11
commences March
New Share Certificates issued Week commencing
16 March
Notes
1. References to times in this Document are to London time
unless otherwise stated.
2. If any of the above times or dates should change, the revised
times and/or dates will be notified to Shareholders by an
announcement on an RNS (and posted on the Company's website)
in accordance with the Company's articles of association.
3. All events listed in the timetable that are to follow the
General Meeting are conditional on the passing of the Resolutions
at the General Meeting.
SHARE REORGANISATION STATISTICS
Number of Existing Ordinary Shares 122,010,000 Existing Ordinary
at the date of this document Shares
Number of Existing Ordinary Shares 122,010,000 Existing Ordinary
at the Sub-division Record Date Shares
-------------------------------
Sub-division rate each Ordinary Share of
GBP0.01 shall be divided
into one Sub-divided Ordinary
Share of GBP0.000025 and
one new Deferred Share
of GBP0.009975
-------------------------------
Number of Ordinary Shares immediately 122,010,000 Sub-divided
following the Sub-division Ordinary Shares
-------------------------------
Number of shares to be acquired in 102,760,000 Sub-divided
the Buyback Ordinary Shares
-------------------------------
Number of shares estimated to be 1,356,769,230 Sub-divided
issued in the Placing Ordinary Shares
-------------------------------
Number of Ordinary Shares immediately 1,376,019,240 Sub-divided
prior to the Consolidation (taking Ordinary Shares
into account 10 shares being issued
to ensure the share capital is divisible
by 40)
-------------------------------
Number of Ordinary Shares following 34,400,481 New Ordinary
Consolidation to GBP0.001 Shares
-------------------------------
ISIN number for the Existing Ordinary GB00BGP6NY91
Shares and the Sub-divided Ordinary
Shares
-------------------------------
SEDOL number for the Existing Ordinary BGP6NY9
Shares and the Sub-divided Ordinary
Shares
-------------------------------
ISIN number for the New Ordinary GB00BLM14N85
Shares (following the Consolidation)
-------------------------------
SEDOL number for the New Ordinary BLM14N8
Shares (following the Consolidation)
-------------------------------
DEFINITIONS
"AIM Rules" the AIM Rules For Companies, whose securities
are admitted to trading on AIM, as published
by the London Stock Exchange from time to time
"AIM" the market of that name operated by the London
Stock Exchange
"APC" Add Profit Corporation, a company wholly owned
by Wenjie ("Joe") Zhou
"Board" or "Directors" Wenjie Zhou, Jianfeng Li, Peter George Greenhalgh
and Ajay Kumar Rajpal
"Broker" SI Capital Ltd, a company incorporated in England
and Wales with company number 04870280 (authorised
by the FCA with firm reference number 230687)
and having its registered office at 19 Berkeley
Street, London, W1J 8ED
"Buyback Agreement" the agreement between the Company and the Mr
Zhou Group for the purchase by the Company from
the Mr Zhou Group of the Buyback Shares each
in the capital of the Company for a total consideration
of GBP102,760
"Buyback Shares" the 102,760,000 Ordinary Shares and the 102,760,000
Deferred Shares held by the Mr Zhou Group of
shareholders
"Buyback" the proposed buyback by the Company of the Buyback
Shares, which will be acquired by the Company
pursuant to the Buyback for a total consideration
of GBP102,760
"Capital Reorganisation" together the proposed Sub-division prior to the
Buyback and the proposed Consolidation following
the Buyback, in each case pursuant to the Resolutions
as described in this Document
"Company" or "Zibao Zibao Metals Recycling Holdings PLC, a company
Metals Recycling Holdings incorporated in England and Wales with company
PLC" or "Zibao" registration number 08724168. Its registered
office is Finsgate, 5-7 Cranwood Street, London,
EC1V 9EE
"Completion" completion of the Disposal expected to occur
on or about 9 March 2020
"Consolidation" the proposed consolidation of the Sub-divided
Ordinary Shares into ordinary shares of GBP0.001
each following the Buyback
"Deferred Shares" the deferred shares of GBP0.009975 each created
by the Sub-division.
"Disposal" the proposed sale of Masterpiece Enterprises
Limited to APC, pursuant to the terms of the
SPA
"Enlarged Ordinary the entire issued ordinary share capital of the
Share Capital" Company consisting of the New Ordinary Shares
and Deferred Shares in issue following the Capital
Reorganisation and the New Ordinary Shares to
be issued to pursuant to the Placing as described
in this document
"Existing Articles the Articles of Association of the Company in
of Association" force at the date hereof
"Existing Ordinary the 122,010,000 Ordinary Shares of GBP0.01 each
Shares" in issue at the date of the General Meeting;
"FCA" the Financial Conduct Authority
"Form of Proxy" the form of proxy accompanying the Circular for
use at the General Meeting
"General Meeting" the General Meeting of Shareholders convened
for 9 March 2020
"Group" Zibao Metals Recycling Holdings PLC, Masterpiece
Enterprises Limited and its Subsidiaries
"Independent Directors" Peter George Greenhalgh and Ajay Kumar Rajpal
"Independent Shareholders" Shareholders other than the Mr Zhou Group
"Issued Share Capital" the 122,010,000 Existing Ordinary Shares in issue
as at the date of this Document
"London Stock Exchange" London Stock Exchange PLC
"Masterpiece Enterprises Masterpiece Enterprises Limited, a company incorporated
Limited" or "Masterpiece" in the British Virgin Islands with the number
1414213 and the Company's main trading, wholly
owned subsidiary
"Mr Zhou Group" Wenjie Zhou, Solid Profits International Limited,
Sino Jump Global Inc and Add Profit Corporation
"Mr Zhou" Wenjie Zhou
"New Ordinary Shares" the 34,400,481 Ordinary Shares of GBP0.001 each
in the capital of the Company following the Capital
Reorganisation
"Nominated Adviser" SPARK Advisory Partners Limited, the Company's
Nominated Adviser in accordance with the AIM
Rules
"Placing Shares" up to 1,356,769,230 new Sub-divided Ordinary
Shares
"Placing" the Placing of 1,356,769,230 new Sub-divided
Ordinary Shares at the Placing Price by the Broker
on behalf of the Company to be approved by shareholders
on 9 March 2020
"Placing Price" GBP0.00026 per Sub-divided Ordinary Share
"Proposals" the proposals set out in this Circular, whereby
Shareholders are being asked to consider, and
if thought fit, approve (i) the Disposal, (ii)
the Placing, (iii) the Capital Reorganisation
and (v) the change of name of the Company
"Resolutions" the resolutions set out in the Notice of General
Meeting contained within the Circular
"Shareholders" holders of Ordinary Shares
"SPA" the conditional share purchase agreement dated
14 February 2020 between APC and the Company
in respect of the Disposal
"SPARK" SPARK Advisory Partners Limited
"Sub-divided Ordinary the ordinary shares of GBP0.000025 each created
Shares" by the Sub-division
"Sub-division" the proposed sub-division of the Existing Ordinary
Shares into the Sub-divided Ordinary Shares and
the Deferred Shares
"Subsidiaries" Masterpiece Enterprises Limited and its wholly
owned subsidiaries, Zibao Metals Company Limited,
Top Able Enterprises Limited, Fine Luck Trading
Limited and Zheng Bao
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
DISEAEALFSAEEFA
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February 14, 2020 05:55 ET (10:55 GMT)
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