com:20081204:RnsD5484J
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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 Meetingand, 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 retainingsufficient funds to providefor:-  
  
 
 * 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 potentialfutureliquidation 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 cashreturned 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 inliquidation 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 alsopotential 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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