TIDMAXM
RNS Number : 6872D
Alexander Mining PLC
21 May 2012
Alexander Mining plc
Proposed Capital Re-Organisation
and
Notice of General Meeting
Alexander Mining plc ("Alexander" or the "Company"), the
AIM-listed mineral processing technologies company, announces that
it has today posted to shareholders notice of a general meeting for
approval of a proposed capital re-organisation to be held at
11:00am on 14 June 2012, or immediately following the conclusion of
the AGM being held at 10.30 am, at the East India Club, 16 St
James's Square, London, SW1Y 4LH (the "General Meeting").
Background
Alexander, in common with a multitude of other companies in the
mining sector, has been affected by the acutely challenging
economic and market conditions. The market value of the ordinary
shares has fallen below their nominal value of 10 pence and, as a
result, Alexander is precluded by the Companies Act 2006 (the
"Act") from issuing new shares at or around their current market
value, meaning that, if required, any realistic opportunity to
raise equity finance is closed to the Company. The Company may have
a need to issue new shares, whether as part of an equity
fund-raising or as consideration for the acquisition of new assets,
as and when an opportunity may arise which may complement or
enhance the Company's business. To take advantage expeditiously of
the opportunities that may exist, the Board may be required to take
a flexible approach to agreeing transactions involving the issue of
shares at less than the current nominal value of 10 pence. In order
to facilitate this, the Directors are seeking shareholder approval
for the proposed capital re-organisation.
The Capital Re-organisation and New Articles of Association
Under the proposed capital re-organisation each ordinary share
of 10 pence each ("Existing Ordinary Share") on the register of
members of the Company at 11.59 pm on 14 June 2012 (or such other
time or date as the Board may determine) will be divided into:
1 new ordinary share of 0.1 pence each ("New Ordinary Share");
and
1 deferred share of 9.9 pence each ("Deferred Share").
(the "Capital Re-organisation")
Therefore, following the Capital Re-organisation, the number of
New Ordinary Shares held by each existing shareholder will be the
same as the number of Existing Ordinary Shares held by them
immediately before the Capital Re-organisation.
The New Ordinary Shares will have the same rights and benefits
of the Existing Ordinary Shares. The number of New Ordinary Shares
in issue following the Capital Re-organisation will be unchanged
from the number of Existing Ordinary Shares in issue immediately
prior to the Capital Re-organisation.
The Deferred Shares will not be admitted to trading on AIM, will
have only very limited rights on a return of capital and will be
effectively valueless and non-transferable. The Directors consider
that the Deferred Shares will have no effect on the respective
economic interests of the Shareholders. No share certificates will
be issued for the Deferred Shares. It is currently intended that,
in due course, all the Deferred Shares will be re-purchased by the
Company, at its sole discretion, for an aggregate consideration of
GBP1 and cancelled. For the same purpose, amended articles of
association are proposed to be adopted including the limited rights
proposed for the Deferred Shares (the "New Articles of
Association").
Further, it is proposed that the article setting out the
authorised share capital be removed in the New Articles of
Association as permitted under the Act. The Directors will still be
limited as to the number of shares they can at any time allot
because an allotment authority continues to be required under the
Act.
In addition, shareholders will be asked to grant to the
Directors replacement authorities to issue New Ordinary Shares and
to allot the same without applying pre-emption rights in accordance
with the Act, on the basis of the same number of ordinary shares at
the new nominal value as previously set out in the notice of Annual
General Meeting.
Admission to trading on AIM
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM. Dealings in the Existing Ordinary
Shares will cease at the close of business on the date of the
General Meeting and dealings in the New Ordinary Shares are
expected to commence at 8:00am on 15 June 2012, being the day
following the General Meeting.
The ISIN and SEDOL numbers of the New Ordinary Shares will be
the same as the Existing Ordinary Shares and any share certificates
for the Existing Ordinary Shares will remain valid for the New
Ordinary Shares.
Recommendation and voting intentions
A failure to obtain the requisite support of the shareholders at
the General Meeting would prevent the Company from proceeding with
the Capital Re-organisation which would therefore prohibit the
Directors from issuing shares at less than 10 pence per share.
The Board considers that the proposals described are in the best
interests of the Company and of the shareholders as a whole.
Accordingly, the Board recommends that shareholders should vote in
favour of the resolutions to be proposed at the General Meeting.
The Directors intend to vote in favour of the resolutions in
respect of their own beneficial holdings amounting to, in
aggregate, 10,906,000 Existing Ordinary Shares (representing 8.02
per cent of the Existing Ordinary Shares).
Availability of Documents
A circular which sets out full details of the Capital
Re-organisation (the "Circular"), a form of proxy for shareholders
and a copy of the Company's Annual Accounts for the period ending
31 December 2011 have been sent to shareholders today.
Copies of the Circular, the form of proxy, the proposed New
Articles of Association and Annual Accounts are available on the
Company's website at www.alexandermining.com. Additional copies
will be made available to the public, free of charge, from the
Company's registered office at 35 Piccadilly, London W1J 0DW.
For further information please contact:
Martin Rosser Matt Sutcliffe
Chief Executive Officer Executive Chairman
-----------------------------
Mobile: + 44 (0) 7770 865 341 Mobile: +44 (0) 7887 930 758
-----------------------------
Alexander Mining plc
1st Floor
35 Piccadilly
London
W1J 0DW
Tel: +44 (0) 20 7292 1300
Fax: +44 (0) 20 7292 1313
Email: mail@alexandermining.com
Website: www.alexandermining.com
Nominated Advisor and Joint Broker
RFC Ambrian Limited
Samantha Harrison / Jen Boorer
+44 (0) 20 7634 4700
Joint Broker
XCAP Securities plc
Karen Kelly / Adrian Kirk / David Lawman
+44 (0) 20 7101 7070
Public/Media Relations
Britton Financial PR
Tim Blackstone
+44 (0) 20 7242 9786
Disclaimers
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
This news release contains forward looking information, being
statements and information which are not historical facts,
including discussions of future plans and objectives. There can be
no assurance that such statements and information will prove
accurate. Such statements and information are necessarily based
upon a number of estimates and assumptions that are subject to
numerous risks and uncertainties that could cause actual results
and future events to differ materially from those anticipated or
projected. Important factors that could cause actual results to
differ materially from the Company's expectations are in Company
documents filed from time to time with the TSX Venture Exchange and
provincial securities regulators, most of which are available at
www.sedar.com. Although the Company does not anticipate any
objection, the Company is required under the rules of the TSX
Venture Exchange to obtain TSX Venture Exchange approval of the
proposed Capital reorganisation. The Company disclaims any
intention or obligation to revise or update such statements and
information unless required by law.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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