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Tricor plc - Investing Policy - Tricor plc

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14 December 2017

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Tricor plc - Investing Policy

27th September 2011

Tricor announces that it has today posted a Circular to shareholders providing details of its proposed Investing Policy under Rule 15 of the AIM Rules for Companies.

TRICOR PLC
(“Tricor” or the “Company”)

Proposed adoption of investing policy

Tricor announces that it has today posted a circular (“Circular”)  to shareholders providing details of its proposed investing policy (the “Investing Policy”) under Rule 15 of the AIM Rules for Companies.  Tricor is seeking approval to adopt the Investing Policy at its annual general meeting, to be held on 28 October 2011 at 10am local time (“AGM”).  The notice of AGM and form of proxy have been sent together with this Circular.

A copy of the Circular is set out below and is available on the Company's website at http://www.tricor-plc.com/.


For enquiries: 
 
Tricor plc Tel:  +65 6236 2985
Chan Fook Meng, Chairman and Chief Executive Officer 
 
Allenby Capital Limited (Nominated Adviser and Broker) Tel:  +44 (0)20 3328 5656
Brian Stockbridge 
Dan Robinson 
James Reeve 


TRICOR PLC

Proposed Investing Policy


Background

On 27 September 2011, Tricor agreed terms for the joint venture of the carbon-related business it has been developing since January 2010.  Lawrence van Kampen-Brooks and Ajay Rajpal have acquired 50% of a new subsidiary of Tricor, called Tricor Supply Side Carbon Limited (“TSSC”), which was set up for the purpose of transferring into it the carbon-related business of Tricor.  The other 50% of TSSC will remain with Tricor.

Lawrence van Kampen-Brooks and Ajay Rajpal are the only directors of TSSC and together with Tricor will continue with the development of the carbon-related business in TSSC.  The FCT platform will remain with Tricor and if and when appropriate will be licensed to TSSC on terms to be agreed.

Lawrence van Kampen-Brooks and Ajay Rajpal have resigned from the board of directors of Tricor (the “Board”) and the Board has appointed Chan Fook Meng as the Chairman and CEO of Tricor with immediate effect.

Following the disposal of 50% of the carbon related business (which has no turnover or profit) and the recent closure of the electronics division, the Company will cease to conduct substantially all of its existing trading business.  Tricor is deemed to be an investing company under Rule 15 of  the AIM Rules for Companies and accordingly it has detailed its proposed Investing Policy below.  The Company is seeking shareholder approval for this Investing Policy at the AGM of the Company to be held as detailed above.

Investing Policy

The Company’s proposed Investing Policy is to focus on building up businesses, or alternatively identifying and acquiring quoted and unquoted businesses, which are involved in:

1. Providing services and facilities to support, assist and serve the natural resources industries, in particular exploration, mining and extraction of resources.  The services and facilities that are to be within the scope of the Investing Policy will include management services, transportation, logistics, processing, testing and storage.  The Investing Policy will extend to companies and businesses that are engaged in trading of natural resource products and commodities, including but not limited to coal, owning natural resources, mines and tenements and exploration and extraction rights for natural resources of any kind, developing and construction of infrastructure for transportation, including building roads and building and owning plants for the conversion and processing of coal to useable fuel in each case in any part of the World; and

2. Developing carbon credits through forestry and other emissions-related activities and providing the sales and financial infrastructure to monetise carbon credits in the international markets.

By actively investing in businesses with complementary areas of expertise, which may for example include in relation to the natural resource sector, exploration, processing, inspection, testing, aviation, maintenance and similar activities, the directors of Tricor (the “Directors”) believe that it is possible to generate considerable opportunities for the cross selling of services between the different operations and countries.  The Directors also intend to continue to make minority investments in such businesses where the Company would be a passive investor, but where those investments provide the opportunity for enhancing the growth prospects of the Company.

With regard to the acquisitions that the Company expects to make, the Directors may adopt earn-out structures, with specific performance targets being set for the sellers of the businesses acquired and with suitable metrics applied.

The Company may invest by way of hiring appropriate persons to build up a business or by outright acquisition or by the acquisition of assets, including intellectual property, of a relevant business or via establishing partnerships or joint venture arrangements.  Such investments may result in the Company acquiring the whole or part of a company (which in the case of an investment in a company may be private or listed on a stock exchange and which may be pre-revenue) and such investments may constitute a minority stake in the company or project in question.  The Company’s investments may take the form of equity, joint venture debt, convertible instruments, licence rights or other financial instruments as the Directors deem appropriate.

The Company will be both an active and a passive investor and the Directors will place no minimum or maximum limit on the length of time that any investment may be held.

There is no limit on the number of projects into which the Company may invest nor the proportion of the Company’s gross assets that any investment may represent at any time and the Company will consider possible opportunities anywhere in the World.

There are no borrowing limits in the articles of association of the Company.  The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the ordinary shares of 0.01 of one penny each in the capital of the Company (“Ordinary Shares”).

There are no restrictions on the type of investment that the Company might make nor on the type of opportunity that may be considered other than as set out in this Investing Policy.

As the Ordinary Shares are traded on AIM this provides a facility for holders of Ordinary Shares (“Shareholders”) to realise their investments in the Company.  In addition, the Directors may consider from time to time other means of facilitating returns to Shareholders including dividends, share repurchases, demergers, schemes of arrangement or liquidation.

Action to be taken

The adoption of the proposed Investing Policy is subject to the passing of the resolution at the AGM of the Company to be held on 28 October 2011 at 10am local time.  Notice of the AGM together with a form of proxy have been sent together with the Circular.

Chan Fook Meng
Chairman and CEO