NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

Menhaden Resource Efficiency plc

(the "Company")

LEI: 2138004NTCUZTHFWXS17

Results of General Meeting

 

25 March 2025

 

Further to the publication of the circular to shareholders on 28 February 2025 (the " Circular ") in relation to the proposal to place the Company into Members' Voluntary Liquidation ( "Liquidation" ), the Board of Menhaden Resource Efficiency plc announces the results of the General Meeting held earlier today.

 

Capitalised terms used in this announcement shall have the meanings given to them in the Circular unless otherwise defined herein.

 

Voting Results

 

The number of Shares voted in person or by proxy on the Resolution, which was voted on by way of a poll and was passed by the Shareholders as a special resolution, were as follows:

 

Special Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Total votes cast as a % of issued share capital	Votes Withheld*
(a)      To approve the members' voluntary liquidation of the Company. (b)      To approve the remuneration of the Liquidators be determined by reference to matters prior to and during the winding-up of the Company and are hereby authorised to draw such remuneration at intervals as they may determine. (c)      To approve the appointment of the Joint Liquidators and related matters. (d)      To approve the Company's books and records be held by the company secretary until the expiry of twelve months after the date of dissolution of the Company.	31,684,124	99.82	55,906	0.18	31,740,030	40.27	0

 

*A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution

 

Every Shareholder has one vote for every Share held. As at 25 March 2025 the issued share capital of the Company consisted of 78,825,001 Shares. The Company does not hold any Shares in treasury.

 

The full text of the Resolution can be found in the Notice of General Meeting dated 28 February 2025, which forms part of the Circular.

 

In accordance with UKLR 6.4.2, a copy of the Resolution will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Liquidation

 

At the General Meeting held earlier today, the requisite majority of Shareholders voted in favour of the Resolution to place the Company into Liquidation in accordance with section 84(1)(b) of the Insolvency Act 1986.

 

As a result, Derek Hyslop and Richard Barker of Ernst & Young LLP of 1 More London Place, London SE1 2AF, are hereby appointed as joint liquidators (the " Liquidators ") with immediate effect.

 

Following the approval of the Resolution at the General Meeting, Howard Pearce, Barbara Donoghue, Soraya Chabarek and Ben Loomes stepped down as Directors of the Company with immediate effect.

 

 

Return of Capital

 

As set out in the Circular, it is intended that the Company's listed investments will be sold shortly, subject to guidance from the Portfolio Manager. As at 24 March 2025, the Company's unquoted investments were valued at £29.3 million (equivalent to 37.12 pence per share). In addition, the amount attributable to unfunded contractual commitments in relation to those unquoted investments amounted to £12.7 million (equivalent to 16.17 pence per Share). The Portfolio Manager has been engaged in ongoing discussions with various parties, including the relevant General Partners of the unquoted investments that the Company holds, with a view to realising the unquoted investments held in the Company's portfolio as soon as practicable. Those discussions have advanced and while no binding agreements have been signed as at the date of this announcement, it is expected that a significant portion of the Company's unquoted investments (including the unfunded contractual commitments) can be realised over the course of the next few months.

 

It is expected that the Liquidators will make the Initial Distribution to Shareholders, via the Company's Registrar, using the proceeds of the realisation of the Company's listed investments, less the costs of the Members' Voluntary Liquidation, any amounts required to honour unfunded contractual commitments in relation to the unquoted investments and the amount attributable to the Liquidators' Retention Fund during the week commencing 26 May 2025.   Subject to progress, it is possible that the Initial Distribution may also include the realisation proceeds of one or more of the Company's unquoted investments. Any net proceeds from the disposal of the unquoted investments during the liquidation period will be returned to Shareholders in due course. However, there can be no guarantee as to the value and/or timing of distribution(s) that may result from the realisation of the Company's unquoted investments.

 

Trading in the Company's Shares is suspended and the Liquidators will seek to cancel the admission of the Shares to the Official List of the FCA and to trading on the Main Market of the London Stock Exchange following the payment of the Initial Distribution via CREST. The Liquidators, in their absolute discretion, will then make any further distributions of capital via cheque.

 

 

The Circular is available on the Company's website at https://www.menhaden.com/application/files/9417/4073/5121/MENHADEN_RESOURCE_EFFICIENCY_PLC_-_Circular_dated_28_February_2025.pdf .

 

 

For further information, please contact:

 

Paul Griggs

Frostrow Capital LLP (Company Secretary)

Tel: 0203 170 8733

 

David Benda / Matt Goss

Deutsche Numis

Tel: 0207 260 1000