Patagonia Gold PLC Proposed Capital Reorganisation and Notice of AGM (6474K)
April 12 2018 - 1:01AM
UK Regulatory
TIDMPGD
RNS Number : 6474K
Patagonia Gold PLC
12 April 2018
Patagonia Gold Plc
("Patagonia Gold" or "the Company")
Proposed Capital Reorganisation and
Notice of Annual General Meeting
Patagonia Gold Plc (AIM: PGD.L), the mining company with gold
and silver projects in the southern Patagonia region of Argentina,
Chile and Uruguay, announces a proposed capital reorganisation of
the Company's existing ordinary share capital ("Capital
Reorganisation").
The effect of the proposed Capital Reorganisation will be to
reduce the number of Ordinary Shares in issue by a factor of 100,
whilst increasing the trading price of the Company's New Ordinary
Shares. A Sub-Division (as defined below) of the Existing Ordinary
Shares will be undertaken as part of the Capital Reorganisation to
ensure that following completion of the Consolidation the nominal
value of each New Ordinary Share is 1 pence.
The Capital Reorganisation will consist of the following
steps:
-- the issue of 16 new Ordinary Shares, such shares to be issued
to ensure the Company's issued share capital is exactly divisible
by 100 and to finance the buy-back of the Deferred Shares created
as part of the Sub-Division (defined below);
-- the amendment of the Articles to set out the rights and
restrictions attaching to the Deferred Shares;
-- the sub-division of each Existing Ordinary Share of 1 pence
each into one Interim Ordinary Share of 0.01 pence and one Deferred
Share of 0.99 pence ("Sub-Division");
-- the consolidation of every 100 Interim Ordinary Shares of
0.01 pence each into one New Ordinary Share of 1 pence
("Consolidation");
-- the sale of all Fractional Entitlements arising on the Consolidation; and
-- the buy-back of all of the Company's Deferred Shares of 0.99
pence each, which will then be cancelled.
As at 11 April 2018 (being the latest practicable date prior to
this announcement), the Company had 2,363,474,884 Existing Ordinary
Shares in issue, having a mid-market price per Existing Ordinary
Share at the close of business on such date of 1.70 pence. The
Directors believe the Capital Reorganisation is necessary to
improve the marketability of the Company's ordinary shares by
creating a higher trading price per ordinary share. With shares of
a low market price, small absolute movements in the share price can
represent large percentage movements, resulting in volatility.
Further, a public quoted company is unable to issue shares for
less than the nominal value of its ordinary shares. As the
Company's share price has been trading at or around its nominal
value, the Directors are also mindful that, without the Capital
Reorganisation, the Company may not be able to raise funds as
opportunities present themselves. The purpose of the Sub-Division
is to retain a low nominal value of the shares, similar to the
Existing Ordinary Shares.
The Board is therefore of the view that the Capital
Reorganisation would benefit the Company and its Shareholders to
reduce the number of Existing Ordinary Shares in issue, whilst
increasing the trading price of the Company's New Ordinary
Shares.
Further details of the Capital Reorganisation will be set out in
a circular to Shareholders containing the notice of annual general
meeting ("AGM") of the Company and Form of Proxy ("Circular"),
which is expected to be posted shortly. The Circular will also
contain details about proposed amendments to the Company's Share
Option Plan. Capitalised terms not otherwise defined herein shall
have the same meaning given to such terms in the Circular.
The Capital Reorganisation will be subject to the approval of
Shareholders at the AGM which is being held at the offices of
Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH at 11.00
a.m. on 9 May 2018. If the resolutions are approved, trading in the
New Ordinary Shares is expected to begin at 8.00 a.m. on 10 May
2018.
Following completion of the Capital Reorganisation it is
expected that the Company will have in issue 23,634,749 New
Ordinary Shares of 1 pence each in nominal value. The New Ordinary
Shares will have the same rights and benefits as the Existing
Ordinary Shares. Each Shareholder who holds 100 or more Existing
Ordinary Shares will be issued with New Ordinary Shares. Such
Shareholder's proportionate interest in the Company's issued
Ordinary Share capital will remain unchanged as a result of the
proposed Capital Reorganisation, other than for small changes that
may arise from the rounding for Fractional Entitlements.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Circular posted to Shareholders 12 April 2018
Latest time and date for receipt 11.00 am on
of Forms of Proxy 7 May 2018
Annual General Meeting 11.00 am on
9 May 2018
Additional 16 Ordinary Shares issued 9 May 2018
Record Date 6.00 pm on
9 May 2018
Expected date on which New Ordinary 8.00 am on
Shares will be admitted to trading 10 May 2018
on AIM
Expected date on which CREST accounts 10 May 2018
will be credited with New Ordinary
Shares
Expected date by which definitive by 24 May 2018
new share certificates are to be
despatched
For more information, please contact:
Christopher van Tienhoven, Chief Executive Officer
Patagonia Gold Plc
Tel: +54 11 5278 6950
Angela Hallett
Strand Hanson Limited (Nominated Adviser and Broker)
Tel: +44 (0)20 7409 3494
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
This information is provided by RNS
The company news service from the London Stock Exchange
END
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