Proposed Reverse Takeover of Ben’s Creek Carbon LLC
and suspension of trading of the Company’s shares on AIM
Plutus PowerGen plc (AIM: PPG), an AIM Rule 15 cash shell, is pleased to announce that it has entered into a non-binding Heads of Agreement (“HOA”) with MBU Capital Group Limited (“MBU Capital”) as a result of which, subject to, amongst other matters, the execution of a sale and purchase agreement (the “SPA”), Plutus would acquire the membership interests of Ben’s Creek Carbon LLC (the “Target” or “Ben’s Creek”) (the “Proposed Transaction”).
The Proposed Transaction will be classified as a reverse takeover pursuant to the AIM Rules for Companies and the Company’s shares will be suspended from trading on AIM as of 07:30 a.m. today.
Completion of the Proposed Transaction is subject to certain matters including:
i) satisfactory completion of the necessary due diligence;
ii) the completion of the SPA;
iii) approval by Plutus’ shareholders, at a general meeting to be convened in due course (“General Meeting”), of the Proposed Transaction;
iv) the raising of an appropriate amount of new equity funds (the “Placing”);
v) the grant of a Rule 9 waiver by the UK Takeover Panel (the “Rule 9 Waiver”) in respect of the proposed issue of new shares to MBU Capital; and
vi) admission of the enlarged group’s shares to trading on AIM.
It is proposed that the consideration for the proposed acquisition is to be satisfied entirely via the issue of new ordinary shares in the Company (the “Consideration Shares”) to MBU Capital. It is anticipated that upon completion of the Proposed Transaction, MBU Capital will be the majority shareholder of the enlarged group. It is also intended that the Company will carry out an appropriate share consolidation and subdivision and that Plutus will change its name to Ben’s Creek plc.
In order to convene the General Meeting, the Company is required to publish an AIM Admission Document which will detail, inter alia, the terms of the Proposed Transaction. As part of the AIM Admission Document, a competent person’s report will be prepared in respect of assets of Target. It is currently expected that should the Proposed Transaction proceed, the AIM Admission Document will be published during Q3 2021.
At this stage, there can be no guarantee that the Proposed Transaction will complete nor as to the final terms of the Proposed Transaction.
Information on Ben’s Creek
Ben’s Creek is a 10,000-acre site located in the Central Appalachian Basin, West Virginia, USA. The Ben’s Creek mine has historically produced metallurgical coal, of which it has commercial quantity reserves. Ben’s Creek has deep well mines which are operationally ready and the Target has direct access to domestic markets through the Norfolk Southern rail network and to export markets through the Lambert’s Point Export Terminal in Norfolk, Virginia. Ben’s Creek has a long history of supplying Hi-Vol B+ metallurgical coal to US and international customers.
MBU Capital exchanged on the acquisition of Ben’s Creek in November 2020 and this acquisition was completed, following receipt of regulatory approvals, in April 2021. MBU Capital acquired Ben’s Creek from a bank who deemed the asset to be non-core and as a result, the mine has been mothballed. Since taking over the ownership of Ben’s Creek, MBU Capital have taken steps, working with the management team of Ben’s Creek, to move the mine back into production later in 2021.
On completion of the Proposed Transaction, it is proposed that a new Chief Executive Officer, new Chief Financial Officer and two new independent non-executive directors (one of whom will assume the role of Chairman) will join the board of the enlarged group. The current directors of the Company, with the exception of James Longley who will remain in the capacity as a non-executive director, will resign from the board.
AIM Rule 15 Cash Shell status
As stated in the announcement of 10 December 2020, the Company was classified as an AIM Rule 15 cash shell at that date and as such was required to make an acquisition or acquisitions which would constitute a reverse takeover under AIM Rule 14 (“Reverse Takeover”) or be re-admitted to trading on AIM as an investing company under the AIM Rules, on or before the date falling six months from 10 December 2020.
As neither a Reverse Takeover nor readmission to trading on AIM as an investing company under the AIM Rules have been completed, trading in the Company’s ordinary shares on AIM will be suspended from trading on AIM as of 07:30 a.m. today .
If no such transaction is completed within six months the Company’s shares will be cancelled from trading on AIM pursuant to AIM Rule 41. There can be no assurance that the Company will be able to complete the Proposed Transaction or any other reverse takeover during the six month suspension period.
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