Pristine Capital Plc (LSE:PRIS) has announced a proposed solvent restructuring involving a conditional £500,000 investment from RareWorld Limited and the settlement of £486,465 in outstanding creditor claims, as the company seeks to establish a financial and corporate structure capable of supporting a reverse takeover.
The restructuring proposals include the issuance of new ordinary shares and interest-free convertible loan notes to RareWorld Limited and existing creditors. The arrangements are intended to address outstanding liabilities while providing additional funding for the company’s future activities.
As part of the proposed changes to its share capital, Pristine plans to undertake a 100-for-1 share consolidation, introduce deferred shares and adopt new articles of association. These measures are designed to reorganise the company’s existing capital structure ahead of a potential corporate transaction.
Subject to completion of the investment and restructuring, Pristine expects to have approximately £340,000 in cash available. The company also anticipates that its existing creditor liabilities will be settled, apart from obligations associated with the newly issued convertible loan notes.
The proposed arrangements form part of Pristine’s strategy to pursue a reverse takeover involving the acquisition of an operating business. The company currently operates as a cash shell without active trading operations.
The restructuring proposals also provide for changes to the company’s board of directors and a subsequent retail offer intended to raise up to £100,000 in additional capital.
Implementation of the restructuring remains conditional on shareholder approval and the satisfaction of other transaction requirements. The proposed investment, creditor settlement and associated capital changes will therefore depend on the completion of these steps.
Pristine has warned that failure to obtain the necessary approvals or meet the conditions could result in the company entering administration or liquidation. In such circumstances, existing shareholders could receive no return on their investment.
If the proposals are approved and completed, the company intends to use its revised financial position and capital structure to pursue the acquisition of an operating business through a reverse takeover.
About Pristine Capital
Pristine Capital Plc (LSE:PRIS) is a London Main Market-listed cash shell established to pursue corporate acquisition opportunities through a reverse takeover. The company does not currently conduct active trading operations and is focused on securing investment, addressing its existing liabilities and preparing its corporate structure for a potential acquisition.
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