Eligere Investments Plc

April 02, 2015 12:55 ET

Eligere Investments Plc: Director Appointment, Conversion of Loan Notes, Acquisition, and Details of Substantial Shareholder


April 2, 2015

Eligere Investments Plc: Director Appointment, Conversion of Loan Notes, Acquisition, and Details of Substantial 

LONDON, UNITED KINGDOM--(Marketwired - April 2, 2015) - 


Appointment of new director, conversion of loan notes, acquisition of Global Swietenia Limited and details of 
substantial shareholder 

Eligere Investments Plc ("ELI" or the "Company"), the GXG Main Quote listed company with ISIN GB00BBBSPS23, is pleased
to announce the appointment of Kenneth Finlay to the board of directors.

Kenneth Finlay, who is resident in Gibraltar, was employed at the Royal Bank of Scotland for 10 years initially in 
Scotland and latterly in Gibraltar and was a member of the Technical Committee of the Gibraltar Funds and Investments 
Association. He also has experience in public sector audit and stock broking and will strengthen the Company's 
Corporate Governance.

Mr Kenneth Finlay has held no directorships during the past five years. 

The Company also wishes to announce that all the loan notes totalling 160,554,910 have now been converted into 
ordinary shares and the total number of shares in issue amounts to 212,836,910 ordinary shares of £0.001.

As part of the exercise of the loan notes the company will acquire Global Swietenia Limited ("GSL") (incorporated in 
Gibraltar). GSL has entered into an agreement with various parties including local companies incorporated in Suriname 
for the commercial exploitation of six community forests, covering an area of 36,090 hectares to include wood cutting 
rights, grants and licenses. The agreement entitles GSL to 80% of the profits from the venture. The acquisition of GSL 
for £48,000,000 is to be funded partly by the disposal of the 36,500,000 shares held In ELI by the Company and the 
conversion of the loan notes.

As a result of the acquisition and conversion of the loan notes the resulting notifiable interests are:- 

                              Ordinary Shares      % of issued share cap    
Kijani Resources Limited      143,487,455          67.416                   
Alf Capital Management AG     61,017,455           28.668                   

Kijani Resources Limited is a wholly owned special purpose vehicle of the Kijani Commodity Fund being a segregated 
portfolio of the Brighton Segregated Portfolio Company (SPC), an entity regulated and licensed in the Cayman Islands.

The Company also wishes to announce a correction to the announcement made on 31 October 2014. The Company previously 
reported that ALF Capital Management Limited had acquired 7,450,000 ordinary shares, representing 14.2% of the 
Company's issued share capital. In fact the correct entity which acquired 7,450,000 ordinary shares is Alf Capital 
Management AG.

Following the conversion of the loan notes the total number of shares in issue will be 212,836,910.

The ultimate owner of Alf Capital Management AG is Brighton SPC (Segregated Portfolio Company), an entity regulated 
and licensed by the Cayman Islands Monetary Authority.

Takeover Code

The Company is registered in the United Kingdom and its registered office is in London. The recent changes in the 
board of directors have caused the place of central management and control of the Company to be located outside the 
United Kingdom, the Channel Islands and the Isle of Man. Accordingly the Takeover Panel has confirmed that the Company 
is not subject to the Takeover Code and shareholders of the Company will not be afforded protection under the Takeover 

If circumstances change, including further changes to the composition of the Board of Directors and the location of 
central management and control, the Company will consult with Takeover Panel to ascertain whether this will affect the 
application of the Takeover Code. If the Takeover Panel determines that, as a result of such changes, the place of 
central management and control of the Company is located in the UK, the Channel Islands or the Isle of Man, such that 
the Takeover Code then becomes applicable to the Company, an announcement will be made. 

As Eligere Investments Limited is not at present a company subject to the Takeover Code, shareholders and investors 
should be aware that shareholders are at present able to increase their interests in voting rights in the Company to 
thirty per cent (30%) or more without having to make a mandatory offer under the Takeover Code. 

Mr William Redford, who resides in Gibraltar, was appointed as the Chairman of the Company on 15 October 2014. Mr 
Nigel Weller, a UK resident, was appointed as a non-executive director on 15 November 2015. 

On 28 November 2014 the interim results of the Company were published with a Chairman's Statement in which Mr Weller 
was cast as the Chairman of the Company. This occurred because Mr Redford was preoccupied with activities outside the 
UK and was not available to sign the Chairman's Statement. Mr Weller considered that he would be able to sign the 
Chairman's statement in order to complete the procedure, albeit that his role was as non-executive director rather 
than Chairman. Regrettably the announcement of the interim results included the Chairman's statement that referred to 
Nigel Weller as Chairman, rather than William Redford, who holds office as Chairman. This was an error on the part of 
Mr Weller and both the company and Mr Weller acknowledge that he did not hold office as Chairman and that the 
Chairman's statement accompanying the interim results ought to have been issued by Mr Redford, as Chairman of the 

The Directors accept responsibility for this statement.



Eligere Investments PLC
William Redford
00 34 952 819 187


GXG Corporate Adviser:
Alfred Henry Corporate Finance
Nick Michaels
020 7251 3762


Contact Information

  • Eligere Investments Plc