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Please refer to the Notice of Annual
General Meeting, posted to shareholders on 06 December 2023 and
available on the Company's website (www.europeanmet.com),
for the following details:
·
Background to migration of the Company to
Australia (the "Migration")
·
Process of Migration
·
Advantages of the Migration
·
Disadvantages of the Migration
·
The New Constitution
·
Proportional Takeover Provisions
Information on admission and CREST
settlement, the new constitution and some additional information
are detailed below.
1. Admission and CREST
settlement
Upon completion of the Migration, to
reflect that the Ordinary Shares will have become shares in a
Australian company rather than a British Virgin Island
company:
(a) the ISIN of the
DIs in Ordinary Shares will change to AU000000EMH5; and
(b) the SEDOL of the
DIs in Ordinary Shares will change to BLNMGR8 .
Application will be made to the
London Stock Exchange for 207,444,705 Ordinary Shares to be
re-admitted to trading on AIM. It is expected that the re-admission
will become effective and that dealings in the Ordinary Shares will
re-commence on 2 May 2024.
The last day of dealings in the
Ordinary Shares before completion of the Migration is expected to
be on 1 May 2024. The last day for registration of transfers of the
Ordinary Shares and DIs before completion of the Migration is
expected to be on 1 May 2024.
These dates may be deferred if there
is any delay to the re-admission to AIM.
On the effective date of the
Migration, all existing share certificates representing Ordinary
Shares will not be cancelled and will continue to represent
Ordinary Shares following the Migration; however, upon a transfer
of Ordinary Shares represented by an existing share certificate, a
new share certificate in the form adopted by the Company following
the Migration will be issued to the transferee.
As a result of the Migration, the
DIs over British Virgin Island shares that are currently traded on
AIM in London will be DIs over Australian shares, which have a new
ISIN and SEDOL. Under the AIM Rules, this requires a re-admission
of the Company's shares to trading on AIM, albeit as a "quoted
applicant," as defined in Rule 2 of the AIM Rules and, accordingly,
the re-admission will not require a full admission document, but
rather a Schedule 1 to be submitted to AIM, no less than 20
business days prior to the date of re-admission. The Schedule 1
will be made available on the Company's website. It is not expected
that this process will create any further interruption to the
normal trading facilities of AIM afforded to
Shareholders.
For shareholders who hold their
existing Ordinary Shares in electronic form in a CREST account by
way of the DIs established by the Company as at close of business
on 1 May 2024, they will be replaced by new DIs in the Ordinary
Shares (reflecting that European Metals will have become an
Australian company) which will be credited to their CREST accounts
on 2 May 2024.
However, if a DI holder has a
preference under the Migration to receive shares on the Company's
Australian share register rather than receive the new Australian
DIs, then the following process should be applied:
·
A DI holder should submit a CREST withdrawal
instruction to convert on a 1:1 basis their BVI DI holding into a
holding of CDIs on the Australian register, maintained by the
Company's Australian registrar Computershare Investor Services Pty
Limited. CDIs can be held on the Australian register through CHESS
or in Issuer sponsored form;
·
the BVI DIs shall then be withdrawn from CREST in
the name of holder being registered with the CDIs, and if the CDIs
are being delivered to a custody arrangement the Australian
custodian shall be advised to accept their delivery; and
·
when the Migration is effected on the Australian
CDI register, all CDIs will be automatically converted to
shares.
Alternatively, once the new
Australian DIs are issued, a DI holder of the new Australian DIs,
if they wish, can request to withdraw the new Australian DIs and
convert them on a 1:1 basis into shares on the Australian share
register.
The Company will apply for the DIs
to be re-admitted to CREST with effect from the
re-admission.
2. New
Constitution
European Metals will adopt a
memorandum of association and new articles of association, referred
to as a constitution in Australia (the "New Articles" or "New
Constitution") (together the "M&A") upon completion of the
Migration, in replacement of the existing articles of incorporation
and by-laws (the "Existing Articles").
The New Articles seek to keep the
constitution upon Migration generally similar to the constitution
pre-Migration and generally only to incorporate those changes
required or expected by Australian law, AIM market practice or
where European Metals wants to introduce enhanced shareholder
rights and protections. The key differences in the New Articles as
compared to the Existing Articles are as follows:
(a) a right of shareholders
holding at least 5% of the share capital to require a resolution to
be put to shareholders at a general meeting along with minimum
notice requirements will be included in the New
Constitution;
(b) the New Constitution will
incorporate rights given to European Metals to sell shares that
constitute less than a marketable parcel of shares in a class a
class of shares, subject to the terms of the New Constitution and
the listing rules of ASX;
(c) provisions allowing for
preference shares to be issued by European Metals at the directors'
discretion;
(d) restrictions on the offers
of shares involving monetary consideration under employee incentive
schemes;
(e) increasing the minimum
number of directors from one to three and placing a cap on the
number of directors that can be appointed at any given time to
ten;
(f) the New Constitution
includes the Proportional Takeover Provisions under Australian Law;
and
(g) certain administrative
provisions differ between the Existing Articles and the New
Constitution such as the treatment of calls, closure of registers,
prohibition on transferring shares to infants and occasions when
voting via polls is required.
The New Articles will be made
available on the Company's website: www.europeanmet.com
3. Additional
Information
a) Directors' service
agreements and letters of appointments
The directors' annual salaries are
as follows:
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Keith Coughlan
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AUD462,500
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Kiran Morzaria
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AUD69,999.96
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Richard Pavlik
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GBP39,120
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Lincoln Bloomfield Jr.
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GBP30,000
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Plus bonuses paid in November
2023:
Keith Coughlan AUD116,978
Richard Pavlik AUD61,660
Keith Coughlan
·
800,000 Class A performance rights - issued
2/3/2022
·
800,000 Class B performance rights - issued
2/3/2022
·
800,000 Class C performance rights - issued
2/3/2022
Richard Pavlik
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400,000 Class A performance rights - issued
2/3/2022
·
400,000 Class B performance rights - issued
2/3/2022
·
400,000 Class C performance rights - issued
2/3/2022
b) Directors' other
directorships
In addition to being directors of
the Company, the directors have held or hold the following
directorships and/or has been/is a partner in the following
partnerships within the last five years immediately prior to the
date of this document:
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Keith Dudley
Coughlan
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Current appointments
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Previous appointments
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Asian Battery Metals Ltd
Doriemus plc
Doriemus Energy Pty Ltd
Geomet S.R.O
Inswinger Holdings Pty Ltd
Kadaje Investments Pty Ltd
Outswinger Holdings Pty
Ltd
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Calidus Resources Limited
Doriemus L15 Pty Ltd
Southern Hemisphere Mining
Limited
Southern Hemisphere Mining (Aust)
Pty Ltd
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Richard
Pavlik
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Current appointments
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Previous appointments
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N/A
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Geomet S.R.O
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Kiran Caldas
Morzaria
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Current appointments
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Previous appointments
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Built Intelligence Ltd
Cadence Minerals Plc
Horse Hill Developments
Limited
REM Mexico Limited
UK Oil & Gas Investments
Limited
UK Oil & Gas Plc
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Academy Minerals Limited
Optiva Critical Metals
Limited
Rare Earth Resources
Limited
UKOG (137/246) Ltd
UKOG (137/246) Holdings
Ltd
UKOG (234) Ltd
UKOG (GB) Limited
UKOG Turkey Ltd
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Lincoln Palmer Bloomfield
Jr.
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Current appointments
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Previous appointments
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DDD Express
Mana Pacific, Inc.
Palmer Coates LLC
The Last Kilometer Corp
US Water Partnership
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Henry L. Stimson Center
(The)
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