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Boanerges Limited - GM, WeShop Deal, JP Jenkins Admission and Withdrawal

·11-min read

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

20 October 2021

Boanerges Limited

("Boanerges" or the "Company")

Notice of General Meeting

AND

Withdrawal from AQSE Growth Market

Acquisition of business, assets and name of WeShop Limited

Admission to JP Jenkins Direct

Boanerges, a special purpose acquisition company, established for the purpose of identifying investment opportunities and acquisitions in small and medium sized enterprises (“SMEs”) within the technology sector, in the UK or Europe, is pleased to announce that it is posting a General Meeting circular to Shareholders today (“Circular”).

The General Meeting will be held at Garfield-Bennett Trust Company Limited, First Floor, Durell House, 28 New Street, St. Helier, Jersey, JE2 3RA on 17 November 2021 at 10.30 a.m., and Resolutions will be proposed to approve the acquisition of the business, assets and name of WeShop Limited and to approve the withdrawal from the AQSE Growth Market on 18 November 2021.

WeShop Limited has developed a social/commerce platform that allows users to share information and recommend products, via affiliate networks.

JP Jenkins Direct

The Company is proposing to list its Ordinary Shares on JP Jenkins Direct, a Matched Bargain Facility. Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares will be able to leave an indication on the JP Jenkins Direct trading platform electronically, of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price.

The passing of the Company’s Resolutions, are conditional upon WeShop Limited shareholders passing their resolution to approve the acquisition by the Company.

A copy of the Chief Executive Officer’s letter and Notice of General Meeting contained in the Circular are set out in full below, without any material amendment or adjustment.

In light of the rapidly evolving situation and recent Government guidance regarding the outbreak of Covid-19 (Coronavirus), all Shareholders are encouraged not to attend the meeting in person. The Board strongly encourages all shareholders to vote on the resolutions to be proposed at the General Meeting by proxy before the deadline of 10:30 a.m. on 15 November 2021 as the Company is not able to predict at the current time what, if any, restrictions will be put in place on indoor gatherings at the date of the meeting as a result of the COVID-19 pandemic. Instructions for voting by proxy are set out in the notes at the end of the General Meeting Notice and on the proxy card sent to shareholders. As there may be restrictions in place, shareholders are encouraged to appoint the Chair of the Meeting as their proxy.

Richard Griffiths, CEO, commented:

“Your board is pleased to announce its offer for the assets and the name of Weshop Limited. We look forward to implementing our commercialization strategies should the offer be accepted.”

The Directors of the Company accept responsibility for the contents of this announcement.

For further information, please contact:

The Company
Andrew Fearon + 44 (0) 808 1968 324

AQSE Corporate Adviser:
Peterhouse Capital Limited

Guy Miller/Mark Anwyl +44 (0) 20 7469 0936

20 October 2021

To Shareholders

Notice of General Meeting

AND

Withdrawal from AQSE Growth Market

Acquisition of business, assets and name of WeShop Limited

Admission to JP Jenkins Direct

1. Introduction and Background to the General Meeting

The Company was admitted to trading on the AQSE Growth Market on 17 May 2021, having raised £500,000 through the issue of 2,500,000 Ordinary Shares via a subscription of Ordinary Shares. Since than the Company has continued to search for a target company in its stated investment strategy within the technology sector, honing on opportunities in Big Data, Machine Learning, Internet of Things and Telematics. On 2 August 2021, the Company announced that it entered into an option to invest £2 million at a pre-money valuation of £12 million, into Fintech Digital Platforms (“FDP”). The amount paid for the option was £25,000. During the 6-month option period, the Company is monitoring the performance and progress of FDP.

Since the Company was quoted on AQSE, and recently, the Company entered into discussions with WeShop Limited. On 18 October 2021, the Company made a formal offer to the board of WeShop Limited to acquire all the assets and business, that include, inter alia, the goodwill, customer contracts, IT systems and technology/platform, records, intellectual property rights and the WeShop Limited name.

WeShop Limited has developed a social/commerce platform that allows users to share information and recommend and purchase products, via affiliate networks.

The passing of the Company’s Resolutions, are conditional upon WeShop Limited shareholders passing their resolution to approve the acquisition by the Company.

The consideration payable is 33,333,333 Ordinary Shares of the Company, and at 75 pence per share, valuing the assets, business and the WeShop Limited name at approximately £25,000,000.

The Asset Purchase Agreement requires the Company to lay a Resolution before Shareholders to approve the acquisition. Resolution 1 proposes to approve the acquisition.

2. Share buy-back Facility

The Company is proposing a facility to buy-back any Ordinary Shares bought in the open market since IPO on 17 May 2021, that are currently held by any Shareholders. The offer price is 75 pence per Ordinary Share, and the offer will remain open for seven days from passing of the General Meeting Resolutions.

3. Withdrawal from AQSE Growth Market

Conditional on passing the Resolutions, at the General Meeting and the WeShop Limited Shareholders approving the acquisition by the Company, the Company intends to withdraw from the AQSE Growth Market. The Company is required to obtain a majority of not less than 75 per cent. of the votes attaching to the securities voted on the resolutions, and where an issuer has a controlling shareholder, a majority of the votes attaching to the securities of independent shareholders voted on the resolution. The Company today announced its intention to withdraw from the AQSE Growth Market and if the Resolutions are passed, withdrawal will take effect on 18 November 2021, being at least 20 business days’ notice of the intended withdrawal. It is intended that Shareholders holding Ordinary Shares electronically in CREST will continue to able to do so following Withdrawal.

The proposed WeShop Limited transaction will allow the Company to develop the asset and business. The Board may review the benefits of moving to a regulated stock exchange in the medium term, but for now want to focus management attention on developing the business and assets into an attractive and valuable social/commerce platform. The Company is of the belief that after acquiring WeShop Limited, it will have the necessary financial resources for the required working capital to develop the WeShop Limited business, assets and name.

The Company is proposing to list its Ordinary Shares on JP Jenkins Direct, a Matched Bargain Facility. Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares will be able to leave an indication on the JP Jenkins Direct trading platform electronically, of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price. In the event that J P Jenkins is able to match that order with an opposite sell or buy instruction, they would contact both parties and then effect the transaction before settlement.

JP Jenkins Direct cuts out the requirement of broker and intermediaries, in turn reducing costs for the investor. It is a fast and efficient online trading platform that allows for shares of private companies to be traded directly and electronically between a willing buyer/seller on a matched basis. All share certificates, transfer forms and trade alerts are sent via email with the only requirement for investors/shareholders to complete their Know Your Customer / Anti-Money Laundering when creating an account. Live indicative pricing and volumes are shown on the platform, with the option to sort through trading volumes by date. All investors/shareholders will be able to access their client portal/portfolio including funds/current holdings and pending transactions. The log in page is:

https://jpjenkinsdirect.rizdex.com/Login.aspx

4. Authority to issue Ordinary Shares free of pre-emption rights

The Company notes that on 23 April 2021, the Company received authorities free from pre-emption rights to issue up to 100,000,000 Ordinary Shares, excluding the Ordinary Shares that were issued as part of Admission to the AQSE Growth Market on 17 May 2021.

Thus the Directors have sufficient authorities to cover the 30,000,000 outstanding warrants, the 33,333,333 WeShop limited consideration shares payable and any other authorities sufficient to allow the Company to undertake corporate investing activities via share issuances, if required.

5. General Meeting

There is attached to this Document the notice convening a General Meeting of the Company to be held at Garfield-Bennett Trust Company Limited, First Floor, Durell House, 28 New Street, St. Helier, Jersey, JE2 3RA, at 10:30 a.m. on 17 November 2021 at which the Resolutions will be proposed, as is set out below.

Resolution 1 - which will be proposed as an ordinary resolution, seeks approval of the Company to acquire the business, assets and name of WeShop Limited, pursuant to the Asset Purchase Agreement.

Resolution 2 – which will be proposed as a special resolution, seeks approval of the Company to withdraw its Ordinary Shares from trading on the AQSE Growth Market.

6. Action to be taken

Shareholders will find a Form of Proxy enclosed for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by the Company, not later than 10:30 a.m. on 15 November 2021, being 2 business days before the time appointed for holding the General Meeting. The Form of Proxy can be emailed to Boanerges Limited, at Sam.Bliss@garfieldbennett.com. You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote and to speak at the General Meeting instead of you. Completion of the Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you so wish. Your attention is drawn to the notes to the Form of Proxy.

Recommendation

The Directors consider the proposed Resolutions to be in the best interests of the Company and the Shareholders as a whole and therefore recommend that you vote in favour of the Resolutions, as the Directors intend to do in respect of their own shares.

Yours faithfully,

Richard Griffiths

For and on behalf of the Board

Boanerges Limited

NOTICE OF GENERAL MEETING

Boanerges Limited

(Incorporated and registered in the British Virgin Island with registration number 2046056)

NOTICE IS HEREBY GIVEN that the General Meeting of the members of the Company will be held at Boanerges Limited c/o Garfield-Bennett Trust Company Limited, First Floor, Durell House, 28 New Street, St. Helier, Jersey, JE2 3RA. , at 10:30 a.m. on 17 November 2021 to consider and, if thought fit, pass the following resolutions, Resolution 1 being proposed as an ordinary resolution and Resolution 2 being proposed as a special resolution.

In light of the rapidly evolving situation and recent Government guidance regarding the outbreak of Covid-19 (Coronavirus), all Shareholders are encouraged not to attend the meeting in person. The Board strongly encourages all shareholders to vote on the resolutions to be proposed at the General Meeting by proxy before the deadline of 10:30 a.m. on 15 November 2021 as the Company is not able to predict at the current time what, if any, restrictions will remain in place on indoor gatherings at the date of the meeting as a result of the COVID-19 pandemic. Instructions for voting by proxy are set out in the notes at the end of this Notice and on the proxy card sent to shareholders. As there may be restrictions in place, Shareholders are encouraged to appoint the Chair of the Meeting as their proxy.

The formalities of the meeting shall continue, as required by the Act and the Company's Articles of Association, but all Shareholders are encouraged to vote by proxy.

This Notice concerns matters described in a circular to shareholders of the Company dated 20 October 2021 (the “Circular”). Words and expressions defined in the Circular have the same meaning in this Notice.

ORDINARY RESOLUTION

1. THAT, the WeShop Limited name, business and assets acquisition via an issue of 33,333,333 Ordinary Shares in the Company be approved.

SPECIAL RESOLUTION

2. THAT, the withdrawal of the Company’s Ordinary Shares from the AQSE Growth Market be approved.

By Order of the Board

Richard Griffiths

C/O CCS Trustees Limited,
Mandar House
3rd Floor
Johnson’s Ghut
Tortola
British Virgin Islands

Date: 20 October 2021

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