Keras Resources PLC Conversion of Additional Debt (4204G)
May 26 2017 - 9:00AM
UK Regulatory
TIDMKRS
RNS Number : 4204G
Keras Resources PLC
26 May 2017
Keras Resources plc / Index: AIM / Epic: KRS / Sector:
Mining
26 May 2017
Keras Resources plc ('Keras' or 'the Company')
Conversion of Additional Debt
Keras Resources plc, the AIM listed mineral resource company
announces that following the approval of the resolution which
renewed the authority of the Company's Directors to issues new
shares at the General Meeting on 24 May 2017, the Company will
settle creditors amounting to GBP769,384 (including GBP639,537 due
to Directors) via the issue of 205,937,977 ordinary shares of 0.1p
each ("Ordinary Shares") at a price of 0.3736p (the "Conversion
Price").
The amounts due to directors are set out below:
Amount
Owed
Director (GBP) Description
Accrued director
Dave Reeves 158,063 fees
53,333 Accrued director
Russell Lamming fees
36,051 Accrued director
Peter Hepburn-Brown fees
392,090 Outstanding loan
Dave Reeves and accrued interest
Total: 639,537
As such, the Company intends to issue 171,182,274 Ordinary
Shares to the Directors (the "Directors Conversion Shares").
In addition the Company also intends to issue 34,755,703
Ordinary Shares at the Conversion Price to a current member of the
Management Team and former director in lieu of accrued salary and
director fee payments following the AGM (the "Management Conversion
Shares").
The Conversion Price represents the Company's 30 day VWAP up to
and including 25 May 2017.
Related Party Transactions
The issue of Directors Conversion Shares constitutes a related
party transaction in accordance with AIM Rule 13. Mr Brian Moritz,
the Company's Chairman, is considered to be an independent director
for the purposes of AIM Rule 13. As such, the Company's independent
director considers after consultation with the Company's Nominated
Adviser, that the terms of the issue of the Directors Conversion
Shares are fair and reasonable, in so far as its shareholders are
concerned.
Application for Admission to Trading on AIM
Application has been made for the admission of the Directors
Conversion Shares and the Management Conversion Shares to trading
on the AIM Market of the London Stock Exchange ('Admission') and
Admission is expected to occur on 2 June 2017. The Conversion
Shares will rank pari passu with the existing Ordinary Shares,
which are currently traded on AIM.
Holdings in Company
Following Admission, the beneficial shareholding of the
Company's Directors will be as follows:
Director Shareholding % of Issued
(Ordinary Capital
Shares)
Brian Moritz 25,833,333 1.2%
David Reeves 332,591,718 16.0%
Russell Lamming 56,219,961 2.7%
Peter Hepburn-Brown 43,877,643 2.1%
Total 22.0%
The holdings of certain other significant shareholders will also
change and their likely new holdings are presented in the table
below:
Shareholder Shareholding % of Issued
(Ordinary Capital
Shares)
Narnia Holdings 96,969,452 4.7%
Total Voting Rights
Following Admission there will be 2,080,861,272 Ordinary Shares
in issue with each share carrying the right to one vote. There are
no shares currently held in treasury. The total number of voting
rights in the Company will therefore be 2,080,861,272 and this
figure may be used by shareholders as the denominator for the
calculations by which they determine if they are required to notify
their interest in, or a change to their interest in, the Company
under the Financial Conduct Authority's Disclosure Rules and
Transparency Rules.
Keras Managing Director Dave Reeves said, "This repayment to
creditors, primarily directors of the Company, via the issue of
Ordinary Shares is a significant vote of confidence in the future
prospects of Keras. This is the first stage in cleaning up the
balance sheet of the Company, the next stage being the planned
repayment of the acquisition finance facility predominately out of
the capital raising associated with listing of the Company's gold
assets on the ASX which is due for completion in the coming weeks.
We are entering an exciting stage of development, which will
strategically position the Company so that we gain prospective
exposure to both the "safe-haven" of gold and the fast-growing
battery / electric vehicle market. I believe Keras is well
positioned for future growth and I would like to thank my fellow
Directors, along with other long term supporters for this vote of
confidence."
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
**ENDS**
For further information please visit www.kerasplc.com, follow us
on Twitter @kerasplc or contact the following:
Dave Reeves Keras Resources plc dave@kerasplc.com
Nominated Adviser
Gerry Beaney/David Hignell Northland Capital Partners Limited +44 (0) 20 3861 6625
Broker
Elliot Hance/Jonathon Belliss Beaufort Securities Limited +44 (0) 20 7382 8415
Damon Heath/Erik Woolgar Shard Capital Partners LLP +44 (0) 20 7186 9952
Tom Curran/Ben Tadd SVS Securities Plc +44 (0) 203 700 0093
Financial PR
Susie Geliher/Charlotte Page St Brides Partners Limited +44 (0) 20 7236 1177
This information is provided by RNS
The company news service from the London Stock Exchange
END
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