TIDMCMCL
RNS Number : 4747I
Caledonia Mining Corporation PLC
19 June 2017
Caledonia Mining Corporation Plc
(TSX: CAL, OTCQX: CALVF, AIM: CMCL)
Results of Annual General Meeting and Notice of Share
Consolidation
St Helier, June 19, 2017: Caledonia Mining Corporation Plc (the
"Company") announces the results of the annual general meeting of
shareholders (the "AGM") held at St Helier, Jersey on Monday, June
19, 2017.
The total number of voting shares represented by shareholders
present in person or by proxy at the AGM was 92 representing 40.18%
of the Company's outstanding voting shares. The seven nominees
proposed by management for election as directors were elected by a
show of hands. Proxies were received as follows:
Nominee For Percent Against Percent Abstained
------------------- ----------- -------- ---------- -------- ----------
Leigh Wilson 13,931,890 65.82 7,235,425 34.18 44,764
------------------- ----------- -------- ---------- -------- ----------
Steve Curtis 13,305,391 62.84 7,867,424 37.16 39,264
------------------- ----------- -------- ---------- -------- ----------
Mark Learmonth 13,940,874 65.84 7,232,641 34.16 38,564
------------------- ----------- -------- ---------- -------- ----------
James Johnstone 18,746,655 88.64 2,402,860 11.36 62,564
------------------- ----------- -------- ---------- -------- ----------
John Kelly 13,879,448 65.63 7,270,067 34.37 62,564
------------------- ----------- -------- ---------- -------- ----------
Johan Holtzhausen 18,746,057 88.64 2,403,458 11.36 62,564
------------------- ----------- -------- ---------- -------- ----------
John McGloin 13,900,938 65.73 7,247,077 34.27 64,064
------------------- ----------- -------- ---------- -------- ----------
Further resolutions were passed at the AGM so that:
-- KPMG Inc. was reappointed as auditor of the Company for the ensuing year;
-- Messrs. Holtzhausen, Kelly and McGloin were reappointed as
members of the Audit Committee;
-- the Company was authorised to send or supply all types of
notices, documents or other information to members by means of
electronic communication including, without limitation, by making
them available on a website;
-- the Share Consolidation (as defined below) was approved;
-- a general mandate for on market buybacks of securities of up
to 10% of the outstanding securities of the Company was approved;
and
-- the Company was authorised to hold bought back shares in treasury.
Share Consolidation and proposed listing on the NYSE MKT LLC
("NYSE MKT")
As set out in the Company's announcement of May 23, 2017, a
share consolidation was proposed principally in order to achieve
the minimum US$2 share price required to satisfy the listing
requirements of the NYSE MKT and also to improve the marketability
of the Company's shares to certain US investors whose eligibility
requirements for investment require a minimum US$5 share price (the
"Share Consolidation").
The Share Consolidation will effectively consolidate the share
capital of the Company on a basis of 1 Common Share for every 5
Common Shares held. It will be conducted by way of a two-stage
process (100 into 1 consolidation followed by a 1 into 20 division,
with both stages occurring almost simultaneously and on the same
date) in order that, as well as consolidating the Common Shares on
the above basis, holders with less than a "board lot" of 100 Common
Shares on a pre-consolidation basis will, subject to receipt of a
duly completed Letter of Transmittal (as defined below), receive
cash for their shares based on the average closing share price on
the TSX for the 5 trading days preceding the Share Consolidation.
Further details of the Share Consolidation and payment to non-board
lot holders were set out in the management information circular of
the Company dated May 23, 2017 (the "Circular").
A letter of transmittal (the "Letter of Transmittal") for
completion by registered shareholders (note that non-registered
holders and depositary interest holders are not expected to
complete a letter; they should rely on their broker or nominee to
do so in respect of their holdings) was enclosed with the Circular
in order to:
1. enable them to exchange their share certificates (or DRS
advices) for new share certificates (or DRS advices) representing
the post-consolidation Common Shares to which they will be
entitled;
2. enable holders to trade their securities on a post-consolidation basis;
3. enable payment to be made to holders:
a. who held less than a board lot of 100 Common Shares before the Share Consolidation; or
b. who held more than a board lot of 100 Common Shares before
the Share Consolidation but who will hold fractional entitlements
to Common Shares following the Share Consolidation which fractions
are then subject to being bought back by the Company in conjunction
with the Share Consolidation
(except for amounts of GBP5.00 or less which shall be retained
for the benefit of the Company (in accordance with the Company's
articles of association)).
Following the AGM, the board of directors of the Company met and
fixed the Effective Time (as defined in the Circular, being the
time of the Share Consolidation which is at the discretion of the
directors) at 5.00 p.m. (Eastern Time) on Monday, June 26,
2017.
As all of the Common Shares are proposed to be consolidated, the
proportion of the issued shareholdings in the Company held by each
shareholder immediately before and after the Share Consolidation
will, save for the reduction in share capital due to the Company
buying back non-board lot holders' Common Shares and fractional
entitlements following the Share Consolidation (which together
represent approximately 0.1% of the current share capital as at
today's date), remain unchanged.
The share capital of the Company following the Share
Consolidation is expected to comprise approximately 10.5 million
Common Shares. The last day for trading in the pre-consolidation
Common Shares on TSX and OTCQX and the depositary interests in
respect of the Common Shares on AIM is Monday, June 26, 2017. It is
expected that trading in post-consolidation Common Shares and
depositary interests will commence on relevant markets on Tuesday,
June 27, 2017 (although settlement may be delayed pending credit of
accounts with post-consolidation Common Shares and depositary
interests).
Following the Share Consolidation, existing share certificates
and DRS advices will cease to be valid and, provided that a duly
completed Letter of Transmittal has been received by the Company or
its transfer agent in respect of a holding of Common Shares on or
before the Determination Date (as defined below), a new share
certificate or DRS advice is expected to be dispatched to the
registered shareholder on or before July 1, 2017. Depositary
interest and non-registered holders are not required to take any
action in respect of Letters of Transmittal (but should rely on
their nominee or broker to do so). Registered shareholders who
submit completed Letters of Transmittal after the Determination
Date should receive new share certificates or DRS advices within 10
business days of submission. Payments to non-board lot holders and
for fractional entitlements of Common Shares following the Share
Consolidation are, except for amounts of GBP5.00 or less which are
retained for the benefit of the Company (in accordance with the
Company's articles of association), expected to be dispatched with
the new share certificates and DRS advices.
Before it approves the listing of the Common Shares, NYSE MKT is
expected to observe the share price of the post-consolidation
Common Shares for a short period in order to be satisfied that the
listing requirements continue to be met. The listing is therefore
expected to occur on or about the middle of July 2017.
The Company intends to terminate its trading facility for the
Common Shares on the OTCQX at the same time as completion of the
listing on NYSE MKT.
Expected timetable
-- Date and time by which completed Letters of Transmittal were
requested to have been received (the "Determination Date")
5.00 p.m. (Eastern Time) June 19, 2017
-- Last day of trading in the pre-consolidation Common Shares
and depositary interests in respect of Common Shares
June 26, 2017
-- Record time and date for the Share Consolidation (the Effective Time)
5.00 p.m. (Eastern Time) June 26, 2017
-- Trading in post-consolidation depositary interests expected
to commence on AIM (although settlement may be delayed pending
credit of accounts with post-consolidation depositary
interests)
8.00 a.m. (UK time) on June 27, 2017
-- Trading in post-consolidation Common Shares expected to
commence on TSX and OTCQX (although settlement may be delayed
pending credit of accounts with post-consolidation Common
Shares)
8.00 a.m. (Eastern Time) on June 27, 2017
-- Dispatch of definitive share certificates and DRS advices and
fractional entitlement cheques or payments through CREST
By July 1, 2017 or, in respect of a Letter of Transmittal that
is not received by the Determination Date, within 10 business days
of the date of receipt
Notes: (1) The timing of events in the above timetable and the
rest of this announcement are indicative only. If any of the times
or dates should change, the revised times and/or dates will be
notified by an announcement to a regulatory information service;
(2) Unless otherwise stated, the information contained in this
announcement is as of Monday, June 19, 2017.
For further information please contact:
Caledonia Mining Corporation
Plc Tel: +44 1534 679 802
Mark Learmonth Tel: +44 759 078 1139
Maurice Mason
WH Ireland Tel: +44 20 7220 1751
Adrian Hadden
Blytheweigh Tel: +44 207 138 3204
Tim Blythe/Camilla Horsfall/Megan
Ray
Note: This announcement contains inside information which is
disclosed in accordance with the Market Abuse Regulation.
Cautionary Note Concerning Forward-Looking Information
Information and statements contained in this news release that
are not historical facts are "forward-looking information" within
the meaning of applicable securities legislation that involve risks
and uncertainties relating, but not limited to Caledonia's current
expectations, intentions, plans, and beliefs. Forward-looking
information can often be identified by forward-looking words such
as "anticipate", "believe", "expect", "goal", "plan", "target",
"intend", "estimate", "could", "should", "may" and "will" or the
negative of these terms or similar words suggesting future
outcomes, or other expectations, beliefs, plans, objectives,
assumptions, intentions or statements about future events or
performance. Examples of forward-looking information in this news
release include: timing of the Share Consolidation, trading and
listing of the Common Shares and depositary interests on the TSX,
OTCQX, AIM and NYSE MKT (as applicable), dispatch of share
certificates and DRS advices and payment for non-board lot holders'
interests and fractional entitlements. This forward looking
information is based, in part, on assumptions and factors that may
change or prove to be incorrect, thus causing actual results,
performance or achievements to be materially different from those
expressed or implied by forward-looking information. Such factors
and assumptions include, but are not limited to: delays in
obtaining or failures to obtain required governmental, regulatory
or securities exchange approvals, changes in exchange rates,
fluctuations in the prices of securities, general delays and other
factors.
Potential shareholders and prospective investors should be aware
that these statements are subject to known and unknown risks,
uncertainties and other factors that could cause actual results and
events to differ materially from those suggested by the
forward-looking statements. Such factors include, but are not
limited to: regulatory approvals and developments, failure of the
Company to meet listing requirements of any securities exchange and
other factors. Shareholders are cautioned not to place undue
reliance on forward-looking information. By its nature,
forward-looking information involves numerous assumptions, inherent
risks and uncertainties, both general and specific, that contribute
to the possibility that the predictions, forecasts, projections and
various future events will not occur. Caledonia undertakes no
obligation to update publicly or otherwise revise any
forward-looking information whether as a result of new information,
future events or other such factors which affect this information,
except as required by law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGGUUCQUPMGUB
(END) Dow Jones Newswires
June 19, 2017 06:42 ET (10:42 GMT)
Caledonia Mining (LSE:CMCL)
Historical Stock Chart
From Apr 2024 to May 2024
Caledonia Mining (LSE:CMCL)
Historical Stock Chart
From May 2023 to May 2024