Barryroe Offshore Energy PLC Results of Meeting of Creditors and Shareholders (5832R)
27 10월 2023 - 8:42PM
UK Regulatory
TIDMBEY
RNS Number : 5832R
Barryroe Offshore Energy PLC
27 October 2023
Barryroe Offshore Energy PLC (in Examination under Part 10 of
the Companies Act, 2014)
27 October 2023
Proposals for a Scheme of Arrangement - Results of Meeting of
Creditors and Shareholders
As referenced in the announcement of 6 October 2023, this is a
further announcement in relation to Barryroe Offshore Energy Public
Limited Company (in Examination under part 10 of the Companies Act
2014) ("the Company"). By way of background, on 21 July 2023, a
petition was presented to the High Court in Dublin to place the
Company into Examinership. Kieran Wallace of Interpath Advisory was
appointed Examiner of the Company on 31 July 2023 following
confirmation by the High Court.
As required by the Act, the Examiner formulated proposals for a
Scheme of Arrangement ("the Scheme") for the Company ("the
Proposals"), full details of which are available at
www.barryroeoffshoreenergy.com .
Meetings of Shareholders and Creditors ("the Meetings") took
place on 24 October 2023 to consider the Proposals, Chaired by the
Examiner. The results of the votes held at the Meetings were
furnished to the Company only on the afternoon of 26 October and
they are summarised below. [1]
The Proposals having been approved by the requisite class of
creditors the Examiner has today approached the High Court to seek
a Confirmation Hearing in order to ask the Court to confirm the
Proposals and set an Effective Date for their implementation,
expected to be during the first ten days of November 2023.
Summary of the Votes at the Meeting of 24 October
Of the four meetings of the members and classes of creditors
held, two classes voted in favour of the Proposals (albeit one of
those classes was not impaired by the Proposals). For the purposes
of satisfying the statutory requirements under Section 541 of the
Companies Act, 2014, the Examiner is relying on the support of the
Unsecured Creditors Class. In particular, the voting pre-condition
set out in Section 541(3B)(a)(ii) is satisfied in circumstances
where the Unsecured Creditors Class is both impaired by the
Proposals and is a class of creditors which, in a valuation of the
Company as a going concern, would receive a payment in a
liquidation of the Company. The results of the meetings can be
summarised as follows:
Classes approving Impaired / % in favour % in favour
the Proposals Not Impaired by value by number
1. Preferential Creditor Not Impaired 100% 100%
---------------------- -------------- ------------ ------------
2. Unsecured Creditors Impaired 100% 100%
---------------------- -------------- ------------ ------------
Classes not approving Impaired / % in favour % in favour
the Proposals Not Impaired by value by number
1. Members Impaired 35% 89%
--------------------------- -------------- ------------ ------------
Contingent Decommissioning
2. Creditor Impaired 0% 0%
--------------------------- -------------- ------------ ------------
The Preferential Creditor Class comprised of one creditor. This
class of creditor voted in favour of the Proposals.
The Unsecured Creditors Class comprised of 16 creditors. 7
proxies were received in advance of the meeting. 7 creditors voted
in favour of the Proposals with a total value of EUR302,490 and no
creditors voted against the Proposals. Therefore, 100% in value and
100% in number of the Unsecured Creditors Class represented at the
meeting voted in favour of the Proposals.
The Members Class comprised of 10,326 shareholders. 128
shareholders voted in favour of the Proposals, 16 shareholders
voted against the Proposal and 3 shareholders abstained. In
summary, 65% in value (being issued ordinary shares) and 11% in
number voted against the Proposals.
The Contingent Decommissioning Creditor Class comprised of one
creditor. The creditor did not cast a vote.
Existing Shareholders and Cancellation from AIM and Euronext
Growth Markets
When the Court confirms the Proposals (with or without
modification), the Scheme shall be binding on the shareholders and
creditors of the Company.
Where the Court confirms the Proposals, the interest of the
shareholders in the total issued share capital of the Company will
be eliminated . The shareholders shall receive no distribution on
account of their shares under the Scheme or under these Proposals.
On the Effective Date, the existing shares and all and any rights
attaching or relating thereto will be cancelled.
Any rights and / or entitlements of the shareholders as members
of the Company pursuant to the articles of association of the
Company or any other document, or otherwise, shall cease as of the
Effective Date.
Upon cancellation, the listings on AIM and Euronext Growth will
be cancelled.
Expected timetable of Events
Confirmation Hearing at the High Court 11 am on 3 November
2023
Effective Date for implementation of the on or about 6 November
Proposals 2023 (date to be decided
by the High Court)
--------------------------
Cancellation of Admission to trading on on or about 7 November
AIM and Euronext Growth 2023 (the day after
the Effective Date)
--------------------------
Ends
INVESTOR ENQUIRIES:
Barryroe Offshore Energy PLC (in Examination)
investors@barryroeoffshoreenergy.com
Alan Curran, Chief Executive
J & E Davy
Tel: +353 1 679 6363
Anthony Farrell
[1] A Scheme of Arrangement in an Examinership process requires
a majority vote of at least one class of impaired creditors. It
does not require approval of shareholders.
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END
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