Further re: General Meeting

    RNS Number : 5484J
  Voller Energy Group PLC
  04 December 2008
   


    Voller Energy Group plc (the "Company")

    Proposed capital reduction, change of strategy and dividend

    This announcement is made further to that made by the Company on 17 November 2008 and the circular sent to shareholders on 19 November
2008 (the "Circular") convening a general meeting of the Company to be held on 12 December 2008 (the "General Meeting"). Following requests
for clarification by key shareholders on certain parts of the Circular, the board of the Company would like to provide the following
information, in advance of the General Meeting.

    *     If resolutions 1 and 2 are passed at the General Meeting and, subject to Court approval of the capital reduction, the intention of
the board is to return the maximum amount of cash available to the Company to its shareholders by way of cash dividend after taking into
account the Company's available distributable reserves, and after retaining sufficient funds to provide for:-

    *     anticipated broker, listing and professional fees for the twelve months following the General Meeting;
    *     amounts required by the Court (or decided by the board) to be withheld by the Company for the protection of the group's
creditors;
    *     a reserve to allow for potential future liquidation costs; and 
    *     anticipated costs which would be incurred by the Company as a result of it remaining listed on AIM as an investing company ("cash
shell") for twelve months following the General Meeting.

    *     The board expect that any cash returned to shareholders by way of the cash dividend will not be materially less than the cash
which would be returned if the Company entered into a members' voluntary liquidation at this point in time. If a members' voluntary
liquidation were to proceed in approximately twelve months time, it is anticipated that the liquidation costs at that time would be much
reduced as a result of the winding down of the group's trading activities.  The projected costs of maintaining the Company as a cash shell
are largely off-set by the anticipated savings in liquidation costs.

    *     The board have been advised by Seymour Pierce that the Company remaining on AIM as a cash shell could be beneficial to
shareholders if the Company were to complete a reverse takeover. If a reverse takeover is completed, shareholders would be able to share in
any further growth in share price (or dividends) which the enlarged Company achieves. Shareholders should note that it is likely that their
shareholdings would be significantly diluted as part of a reverse takeover.  There is also potential for value to be realised from the
intellectual property held by the Company and its subsidiary companies.
      
    *     If the ordinary resolution ("resolution 1") is passed at the General Meeting, but the special resolution ("resolution 2") is not
passed, the Company will not have available distributable reserves to allow a return of cash to shareholders by way of cash dividend.  THE
BOARD HAS THEREFORE RECOMMENDED THAT SHAREHOLDERS VOTE IN FAVOUR OF RESOLUTIONS 1 AND 2 AT THE GENERAL MEETING ON 12 DECEMBER 2008

    The board also intend that if a reverse takeover target is not found for the Company within twelve months of the passing of resolution
1, that the remaining directors will seek shareholder approval to de-list and to proceed with a members' voluntary liquidation, both of
which will be carried out as soon as practicable after that twelve month period has passed.


    For further information, please contact:

    Robin Francis,
    Chief Executive, Voller Energy
    Tel:  + 44 (0) 1256 813900

    John Depasquale
    Director, Seymour Pierce Ltd
    Tel:  +44 (0) 20 7107 8010

This information is provided by RNS
The company news service from the London Stock Exchange
 
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