VVV Resources Limited: Notice of AGM, Underwritten Subscription (“Subscription”) to raise £900,000, Change of Name and Investment Strategy, Resignation of Director

13 May 2025

VVV Resources Limited

("VVV" or the "Company")

 

Notice of Annual General Meeting (“AGM”)

Underwritten Subscription (“Subscription”) to raise £900,000, Change of Name and Investment Strategy, Resignation of Director

 

VVV Resources Limited (AQSE: VVV), quoted on the Aquis Growth Market, is pleased to announce that the Annual General Meeting of the Company will be held at the offices of Peterhouse Capital Ltd, Third Floor, 80 Cheapside, EC2V 6EE, London, United Kingdom at 10:00 a.m. on 9 June 2025.

The Notice of AGM and Proxy Form will shortly be available at: https://www.vvvresources.co.uk/

 

Underwritten subscription

Subject to the Resolutions being passed at the AGM, Campana Investments Limited (“Campana”) has underwritten the Subscription of £900,000, through the issuance of 90,000,000 new ordinary shares  of no par value (“Ordinary Shares”), at £0.01 per share.  Prior to the Annual General Meeting, Campana will have the right to procure other subscribers to participate in the Subscription, subject to satisfactory anti-money laundering requirements and due diligence. A further update will be provided shortly after the Annual General Meeting. 

 

In consideration for underwriting the Subscription, Campana will receive:

 

• an underwriting commission equal to £90,000;

 

• one warrant for each new Ordinary Share subscribed pursuant to the Subscription, exercisable at £0.012, valid for three years from Admission and which will vest on Admission.

 

As announced on 17 April 2025, Campana has already subscribed to £100,000 of Ordinary Shares at £0.01 per share, with warrants on the same terms as the Subscription.

 

 

Proposed Name Change and Strategy

The Annual General Meeting will consider, inter alia, amendments to the Investment Strategy and a name change of the Company to VVV Sports Limited that has been secured. In addition, the domains vvvsport.vg and vvvsports.vg have been registered.

 

The proposed Investment Strategy proposes to invest in the sports and entertainment sector, particularly the fast growing and widely adopted young sports such as Padel Tennis, Pickleball and Beach Tennis.

 

Resignation of Director

David Ajemian has left the board of the Company with immediate effect.

The Company wishes David all the best in his future endeavours.

A copy of the Non-Executive Director’s letter and the expected timetable of principal events contained in the Circular are set out in full below without material amendment or adjustment.

The Directors of the Company accept responsibility for the contents of this announcement.

 

For further information please contact:

VVV Resources Limited:

Mahesh S/o Pulandaran (Non-Executive Director)

+44 (0)20 3813 0175

 

Aquis Growth Market Corporate Adviser:

Peterhouse Capital Limited

+44 (0) 20 7469 0936

 

Letter from the Non-Executive Director of

VVV RESOURCES LIMITED (to be renamed VVV SPORTS LIMITED)

 

(Incorporated in the British Virgin Islands under the BVI Business Companies Act, 2020 (as amended) with registered number 1960948)

Directors:	Registered Office:
Jonathan David Rowland (Executive Chairman) Mahesh S/o Pulandaran (Non-Executive Director) Benjamin Hill (Non-Executive Director) Edward Richard Walker-Morecroft (“Richard Morecroft”) (Non-Executive Director)	Vistra Corporate Services Center Wickhams Cay II Road Town, Tortola British Virgin Island VG1110

 

13 May 2025

 

To Shareholders

 

Notice of Annual General Meeting

 

AND

 

Proposed

Underwritten Subscription to raise £900,000

 Share issuance to certain creditors of R8 Capital

Adoption of a new Investment Strategy

Change of name to VVV Sports Limited

 

 

 

1. Introduction

 

On 17 April 2025, the Company announced the Initial Subscription by Campana, a Guernsey based company ultimately controlled by David Rowland, introduced through Peterhouse Capital. The Initial Subscription was done via the issuance of 10,000,000 Ordinary Shares at a price of £0.01 per share.  The Initial Subscription resulted in Campana owning c. 56.3% of the Company’s issued share capital following completion of the Initial Subscription.  The announcement also highlighted the proposed £900,000 conditional underwritten subscription by Campana, the Company’s new investment strategy, Board appointments, and the Company’s intention to change its name.

 

This Circular sets out the background to and the reasons for the £900,000 underwritten subscription by Campana, the adoption of a new Investment Strategy and other matters of special business to be proposed at the Annual General Meeting. It also explains why the Directors consider the Proposals to be in the best interests of the Company and Shareholders as a whole and why the Non-Executive Director recommends that Shareholders should vote in favour of the Resolutions to be proposed at the Annual General Meeting.

 

The Subscription proceeds will be used to recapitalise the Company and implement the Company’s proposed new Investment Strategy, further details of which can be found in paragraph 4 below.

 

A notice convening an Annual General Meeting at 10:00 am on June 9th, 2025, at the offices of Peterhouse Capital Limited, 3rd Floor, 80 Cheapside, London EC2V 6EE, to consider the Resolutions, is set out at the end of this Circular.

 

2. Underwritten Subscription to raise £900,000

 

Conditional on approving the Annual General Meeting Resolutions, Campana has committed to a further £900,000 by agreeing to underwrite the full amount of the Subscription at the Subscription Price.  The Subscription will be through the issuance of 90,000,000 Subscription Shares.  On 13 May 2025, the Company and Campana entered into an Underwriting Letter, whereby Campana has agreed to underwrite the full amount of the Subscription. Prior to the Annual General Meeting, Campana will have the right to procure other subscribers to participate in the Subscription, subject to satisfactory anti-money laundering requirements and due diligence. A further update will be provided shortly after the Annual General Meeting. 

 

In consideration for underwriting the Subscription, Campana will receive:

 

• an underwriting commission equal to £90,000;

 

• one warrant for each new Ordinary Share subscribed pursuant to the Subscription, exercisable at £0.012, valid for three years from Admission and which vest on Admission.

 

All outstanding warrant instruments or other outstanding warrants will be cancelled entirely, to the extent that any exist, except for 170,000 options expiring on 4 June 2025, exercisable at 55 pence per share, being a 5,400% uplift on the Subscription Price.

 

3. Share Issuance to certain creditors of R8 Capital

 

Contemporaneous with the Subscription, the Company has conditionally agreed to issue 190,220,932 New Ordinary Shares to the R8 Noteholders in such amounts as are equal to the outstanding principal and interest due on such notes as at 31 March 2025 divided by the Subscription Price.

 

In consideration for the issuance of the R8 Noteholder Shares, VVV will be issued with 2,619,782 ordinary shares in R8 Capital, at the prevailing bid price, immediately on passing of the Resolutions.

 

It is noted that Jonathan Rowland (closely associated person being the son of David Rowland, the ultimate controller of Campana), is a substantial shareholder and director of R8 Capital.  Having considered the terms of the proposed issuance of the R8 Noteholder Shares, and having exercised reasonable care, skill and diligence, Mahesh Pulandaran, the independent Director for the purpose of such share issuance, considers that the issuance of the R8 Noteholder Shares is fair and reasonable insofar as the Shareholders of the Company are concerned.

 

4. Adoption of a new Investment Strategy

 

The Company intends to invest in the sports and entertainment sectors and in particular fast growing and widely adopted young sports such as Padel Tennis, Pickleball and Beach Tennis. These particular sports generally compliment other social activities/sports such as tennis, gym and Beach Volleyball.

 

The primary focus initially will be on the fast-growing sport of Padel and in particular the opportunity that exists within the UK.  Lack of infrastructure has led to the UK being behind the curve in the sport and therefore offers opportunities.  The creation of a dedicated business focused on Padel, which is well funded and led by experienced people will lead to the Company being very influential in the shaping of the sport in the UK.  Two specific areas of interest have been identified and will be the focus of the Investment Strategy over the next 24 months.  The first being the opening of an elite purpose built aspirational padel venue/multi use club which the UK currently lacks. The second will be the formation of a prestigious tournament platform for the UK, conceptually similar to the Champions League and utilising a franchise model.

 

Played in over 90 countries and by over 18 million people globally, Padel is one of the fastest growing sport in the world. Played by celebrities and royalty, it’s a popular and addictive sport.

 

Innovation will be a core focus, identifying exciting and fast-growing opportunities within the sports sector and strategic ways to scale. Rights and distribution opportunities will also be considered as well as investment in players, education and coaching and other projects, such as clubs and further tournaments globally. This will include sourcing sponsorship, player management and investment, player profiling and marketing, and administration services.

 

The Directors believe that their collective experience, together with their extensive network of contacts, will assist them in the identification, evaluation and funding of appropriate investment opportunities. When necessary, other external professionals will be engaged to assist in the due diligence on prospective targets and their management teams. The Directors will also consider appointing additional directors and /or advisors with relevant experience if the need arises.

 

There will be no limit on the number of projects into which the Company may invest, and the Company may invest in a number of propositions. The Company may need to raise additional funds for these purposes and may use both debt and/or equity.

 

5. Change of Name

 

Subject to Shareholders’ approval of the Proposals, it is proposed that the name of the Company be changed to VVV Sports Limited.

 

If Resolution 7 is approved, and in accordance with Section 21 of the BVI Act, a filing and application will be presented to the Registrar of Corporate Affairs to issue a Certificate of Change of Name. Subsequently, the Memorandum and Articles of Association will be amended to reflect the change of name.

 

The change of name is expected to occur on or around June 9th, 2025, being the day of the Annual General Meeting. The Company ticker will remain unchanged as “VVV”.

 

 

6. Other Matters

 

The Company has agreed to pay Jim Williams, the ex-Executive Chairman of the Board, £26,425.43, half in cash and half in VVV Ordinary Shares at a deemed £0.01 per share.  The Company will issue 1,321,282 New Ordinary Shares to Jim Williams, who will waive any notice period and be entitled to no further compensation. 

 

David Ajemian stepped off the Board on 12 May 2025 and the Board expressed their thanks for his brief tenure as a Director of the Company.  As previously announced, Jonathan Rowland and Richard Morecroft joined the Board of Directors on 17 April 2025.

 

 

7. Annual General Meeting

 

Notice convening the Annual General Meeting of the Company, to be held at the offices of Peterhouse Capital Limited, 3rd Floor, 80 Cheapside, London EC2V 6EE at 10:00 am on June 9th, 2025, is set out at the end of the Document.

 

At the Annual General Meeting, the following Resolutions will be proposed, of which resolutions 1 to 5 will be proposed as ordinary resolutions and resolutions 6 to 8 will be proposed as special resolutions:

 

Resolution 1 seeks to ratify the audited year ended accounts to 31 December 2023;

 

Resolution 2 seeks to re-appoint Pointon Young as the auditors of the Company to hold office until the conclusion of the next annual general meeting;

 

Resolution 3 seeks approval to issue the 90,000,000 Subscription Shares, 190,220,932 R8 Noteholder Shares, the 1,321,282 Ex-Director Shares and allow an additional amount of 300,000,000 Ordinary Shares, to be issued at the disposal of the Directors following the Annual General Meeting;

 

Resolutions 4 and 5 seeks the re-election of Mahesh Pulandaran and Benjamin Hill as Directors of the Company;

 

Resolution 6 seeks approval for the proposed new Investment Strategy;

 

Resolution 7 seeks approval to change the name of the Company to VVV Sports Limited and that the Company’s memorandum and articles of association be amended to reflect such change of name; and

 

Resolution 8 seeks approval to disapply the statutory pre-emption rights under section 46 of the BVI Business Companies Act 2020.

 

Please note that unless all of the Resolutions are passed, the Proposals outlined in this Document will not proceed.

 

8. Action to be taken

 

Shareholders will find a Form of Proxy enclosed for use at the Annual General Meeting. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by the Company, not later than 10:00 am June 5th, 2025, being 2 business days before the time appointed for holding the Annual General Meeting. You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote and to speak at the Annual General Meeting instead of you. Completion of the Form of Proxy will not preclude you from attending and voting at the Annual General Meeting in person if you so wish. Your attention is drawn to the notes to the Form of Proxy.

 

Recommendation

 

I consider the Proposals to be in the best interests of the Company and the Shareholders as a whole and therefore recommend that you vote in favour of the Resolutions, as the Directors intend to do in respect of their own shares.

 

 

Yours faithfully,

 

 

 

Mahesh S/o Pulandaran

For and on behalf of the Board

VVV Resources Limited

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Publication of this Document	May 13th 2025
Latest time and date for receipt of Forms of Proxy in respect of the Annual General Meeting	10:00 am on June 5th 2025
Record Date for the Annual General Meeting	10:00 am on June 5th 2025
Annual General Meeting	10:00 am on June 9th 2025
Issue of the New Ordinary Shares and admission to trading on the Aquis Growth Market	On June 9th 2025
CREST stock accounts credited with the New Ordinary Shares in uncertificated form	On or around June 20th 2025
CREST accounts credited with New Ordinary Shares	On June 9th 2025