Serabi Gold plc Serabi Gold Plc : Notice Of Annual General Meeting And Special Meeting. Proposed Capital Reorganisation
May 15 2018 - 4:00AM
UK Regulatory
TIDMSRB
For immediate release
15 May 2018
Serabi Gold plc
("Serabi" or the "Company")
Notice of Annual General Meeting and Special Meeting(1)
Proposed capital reorganisation
The Company announces that its Annual General Meeting will be held on
Thursday 14 June 2018, at the offices of Farrer & Co. LLP, 20/23
Lincoln's Inn Fields London WC2A 3LH England at 3.30 pm. The Company has
published the formal notice of the meeting (the "Notice") on its website
which can be accessed using the following link https://bit.ly/2wBJMGZ.
Proxy voting forms are being posted to all shareholders providing
details of how to access the Notice and instructions for voting. A copy
of the Notice together with proxy voting forms and a copy of the 2017
Annual Report is being posted to all shareholders who are required to
receive or have formally requested to receive these documents.
Included in the business that the Board is requesting shareholders to
consider at this Annual General Meeting is the proposed capital
reorganisation comprising a consolidation of the Company's existing
Ordinary Shares on the basis of 20 existing Ordinary Shares of 0.5 pence
each for one New Ordinary Share of 10 pence each (the "Capital
Reorganisation"). Further details on the proposed Capital Reorganisation
are set out in Appendix 2 of this announcement together with a timetable
of expected principal events in Appendix 3 and statistics relating to
the Capital Reorganisation in Appendix 4.
Copies of the 2017 Annual Report are available from the Company's
website at www.serabigold.com.
The Notice contains a letter from the Chairman of the Company, Mr Mel
Williams, which is set out below in Appendix 1.
(1) Certain resolutions to be proposed at the meeting will be
special resolutions requiring approval of more than 75% of the votes
cast. Under Canadian National Instrument 54-101, the meeting therefore
also constitutes a Special Meeting.
Enquiries:
Serabi Gold plc
Michael Hodgson Tel: +44 (0)20 7246 6830
Chief Executive Mobile: +44 (0)7799 473621
Clive Line Tel: +44 (0)20 7246 6830
Finance Director Mobile: +44 (0)7710 151692
Email: contact@serabigold.com
Website: www.serabigold.com
Beaumont Cornish Limited
Nominated Adviser
Roland Cornish Tel: +44 (0)20 7628 3396
Michael Cornish Tel: +44 (0)20 7628 3396
Peel Hunt LLP
UK Broker
Ross Allister Tel: +44 (0)20 7418 9000
James Bavister Tel: +44 (0)20 7418 9000
Blytheweigh
Public Relations
Tim Blythe Tel: +44 (0)20 7138 3204
Camilla Horsfall Tel: +44 (0)20 7138 3224
Copies of this announcement are available from the Company's website at
www.serabigold.com.
Neither the Toronto Stock Exchange, nor any other securities regulatory
authority, has approved or disapproved of the contents of this
announcement.
Appendix 1
The letter from the Chairman of the Company included in the Notice is
reproduced below (without material adjustment or amendment):
"Dear Shareholder
This document provides the formal notice (the "Notice") of the 2018
Annual General Meeting and Special Meeting of the Company to be held at
the offices of Farrer & Co LLP, 20/23 Lincoln's Inn Fields, London WC2A
3LH, England on 14 June 2018 at 3.30pm (London time) (the "Meeting").
This document also includes additional information that the Company as a
"reporting issuer" in Canada is required to make available pursuant to
the requirements of National Instrument 51-102 - Continuous Disclosure
Obligations ("NI 51-102") of the Canadian Securities Administrators.
Background
The matters being considered at the 2018 Annual General Meeting and
Special Meeting set out in the Notice are for the most part, items that
are routinely considered at such meetings. As the Company has
previously advised, 2018 is expected to be a year where the Company will
make significant progress towards it ambitions of becoming a 100,000
ounce per year gold producer. Both the Palito and Sao Chico Gold Mines
are now in a steady state with gold production again expected to be
approximately 40,000 ounces for the year. Management are progressing
the permitting process for the Coringa project acquired at the end of
2017 and in addition, using the funds raised from two share placings
raising gross proceeds of approximately US$24 million in aggregate, the
Company is embarking on exploration to expand the resource base at Sao
Chico and Palito.
The Company is well funded to significantly advance its immediate growth
plans and it is possible that exploration at Palito and Sao Chico could
provide greater expansion opportunities than are currently planned for.
Meanwhile the Board remains keen to look at other opportunities within
Brazil where Serabi's management can add value and enhance the project
for the benefit of Sarabi's shareholders.
The Board believes that opportunities to advance the development and
growth of the Company may arise over the next twelve months and for this
reason is requesting Shareholders to authorise the Board to issue new
shares to allow the Company to pursue and commit to these opportunities
quickly as and when
they arise.
The Board is also conscious that the current capital structure of the
Company is not viewed as ideal by many investors particularly those
based in North America. The Board considers that to provide the Company
with the widest access to investors and future capital it is therefore
essential to address this issue and is therefore proposing the Capital
Reorganisation, which will include a one for 20 share consolidation. No
action will be required by shareholders with holdings through the UK
share register in electronic form and for those shareholders with their
holdings in certificated form, current certificates will cease to be
valid and new certificates will be despatched. Shareholders holding
their Ordinary Shares through the Canadian share register will be
required to exchange the certificates representing their Ordinary Shares
for certificates representing the New Ordinary Shares and should refer
to the Management Information Circular for instructions. Further
information regarding the Capital Reorganisation is set out in the
Management Information Circular. Shareholder approval is required for
the Capital Reorganisation.
Recommendation
The Directors consider that the resolutions set out in the Notice being
put to the Annual General Meeting and Special Meeting are in the best
interests of the Company and its Shareholders and are most likely to
promote the success of the Company for the benefit of the Shareholders
as a whole.
Accordingly, the Directors unanimously recommend that Shareholders vote
in favour of the proposed resolutions as they intend to do in respect of
their own holdings, where relevant, amounting to an aggregate of
25,246,920 Ordinary Shares, representing approximately 2.53 per cent of
the Company's Ordinary Shares in issue as of the date of this Circular
Yours faithfully
(Signed) "Melvyn Williams"
Melvyn Williams
Non-executive Chairman"
Appendix 2
Further details on the Capital Reorganisation
The further details on the Capital Reorganisation as set out in the
Notice is reproduced below (without material adjustment or amendment):
1. Background to and reasons for the proposed Capital
Reorganisation
The Company currently has in issue 998,602,989 Ordinary Shares of 0.5
pence each and following the completion of the Placing which is expected
to occur at 8:00 am on 15 May 2018 will have in issue 1,175,281,434
Ordinary Shares of 0.5 pence each. The Directors consider that the
current capital structure of the Company (in terms of price per share
and number of shares in issue) is not favourably viewed by investors and
in particular is a significant deterrent to those based in North
America. The Directors are informed that the current capital structure
is restricting the liquidity of the Company's Ordinary Shares. The
Directors believe that the Capital Reorganisation will eliminate current
barriers to trading, as well as making the Company's Ordinary Shares a
more attractive investment for institutional and retail investors,
particularly in the North American market, thereby widening the pool of
capital available to the Company in the future.
The Capital Reorganisation requires the passing of Resolution 7, which
is an ordinary resolution that seeks authority for the Company to
undertake a consolidation of its existing Ordinary Shares.
Consolidation
Every 20 Ordinary Shares of 0.5 pence each (the "Existing Ordinary
Shares") will be consolidated into one Ordinary Share of 10 pence each
(the "New Ordinary Shares").
In anticipation of the Resolutions being passed by the Shareholders, the
Company will immediately prior to the Meeting, issue such number of
additional Ordinary Shares as will result in the total number of
Ordinary Shares in issue being exactly divisible by 20. Assuming no
Ordinary Shares other than the Placing Shares are issued between the
date of this document and immediately before the Meeting, this will
result in 6 additional Ordinary Shares being issued and will create
58,764,072 New Ordinary Shares. Application will be made for the New
Ordinary Shares to be admitted to trading on AIM and dealings in the New
Ordinary Shares are expected to commence on 20 June 2018.
Those 6 additional Ordinary Shares would be issued to the Company
Secretary. Since these additional shares will represent only a fraction
of a New Ordinary Share, that fraction will be sold pursuant to the
arrangement for fractional entitlements as set out below.
As all of the Existing Ordinary Shares are proposed to be consolidated,
the proportion of issued Ordinary Shares held by each Shareholder
immediately before and immediately after the proposed consolidation will
remain relatively unchanged. The effect of this is such that your
shareholding will be rounded down to the nearest whole New Ordinary
Share upon the consolidation.
In the event the number of Existing Ordinary Shares registered to a
Shareholder is not exactly divisible by 20, the consolidation will
generate an entitlement to a fraction of a New Ordinary Share. Such
fractional entitlements will be aggregated and sold on the open market
(see further explanation regarding fractional entitlements below).
Accordingly, following implementation of the Capital Reorganisation, any
Shareholder who has a fractional entitlement to any New Ordinary Shares,
will not have a proportionate shareholding of New Ordinary Shares
exactly equal to their proportionate holding of Existing Ordinary
Shares.
Any Shareholders holding fewer than 20 Existing Ordinary Shares will
cease to be a Shareholder following implementation of the Capital
Reorganisation. The minimum threshold to receive New Ordinary Shares
will be 20 Existing Ordinary Shares.
Fractional entitlements to New Ordinary Shares
As set out above, the Capital Reorganisation will give rise to
fractional entitlements to a New Ordinary Share where any holding is not
exactly divisible by 20. No certificates regarding fractional
entitlements will be issued. Instead, any New Ordinary Shares in respect
of which there are fractional entitlements will be aggregated and sold
in the market for the best price reasonably obtainable on behalf of the
Shareholders entitled to them (the "Fractional Shareholders").
The Company is required to distribute the proceeds of sale of the
aggregated fractional entitlements in due proportion to the Fractional
Shareholders in accordance with article 11.2 of the Articles. However,
article 11.2 also provides that in the event that the net proceeds of
sale due to a Shareholder amount to less than GBP3.00, the Directors may
determine to retain such proceeds for the benefit of the Company. Given
the current price of the Existing Ordinary Shares, the Company
anticipates that the net proceeds of sale attribute to each Fractional
Shareholder will be less than GBP3.00. The Directors therefore
anticipate that, as a result of the disproportionate costs, it would
not be in the best interests of the Company to distribute such proceeds
of sale and those proceeds will instead be retained for the benefit of
the Company.
For the avoidance of doubt, the Company is only responsible for dealing
with fractions arising on registered holdings. For Shareholders whose
Ordinary Shares are held in the nominee accounts of stockbrokers, banks
or other parties , the effect of the Capital Reorganisation on their
individual shareholdings will be administered by the stockbroker, bank
or nominee in whose account the relevant shares are held. The effect is
expected to be the same as for shareholding registered in beneficial
names, however, it is the stockbroker's, bank's or nominee's
responsibility to deal with fractions arising within their customer
accounts, and not the Company's.
Appendix 3
Expected Timetable of Principal Events
Publication of this document 15 May 2018
Latest time and date for receipt of Forms of Proxy 3.30 p.m. on 12 June
2018
General Meeting 3.30 p.m. on 14 June
2018
Latest time and date for dealings in Existing Ordinary 4.00 p.m. (BST) on 19
Shares June 2018
Record time for the Capital Reorganisation 6.00 p.m. (BST) on 19
June 2018
Admission effective and commencement of dealings in 8.00 a.m. (BST) on 20
the New Ordinary Shares June 2018
CREST accounts credited with the New Ordinary Shares 20 June 2018
Listing on TSX effective and commencement of dealings 8.00 a.m. (Eastern
in the New Ordinary Shares Time) on 20 June 2018
CDS accounts credited with the New Ordinary Shares 20 June 2018
Despatch of definitive certificates to UK shareholders Not later than 4 July
for New Ordinary Shares (in certificated form) 2018
Appendix 4
Statistics Relating to the Capital Reorganisation
Existing Ordinary Shares in issue at the date of this
document 998,602,989
Enlarged Share Capital following completion of the
Placing (expected to occur at 8:00 am on 15 May 2018) 1,175,281,434
Conversion ratio of Existing Ordinary Shares to New 20 Existing Ordinary Shares to
Ordinary Shares 1 New Ordinary Share
Total expected number of New Ordinary Shares in issue
following the Capital Reorganisation (Note 1) 58,764,072
ISIN code for the New Ordinary Shares GB00BG5NDX91
SEDOL for the New Ordinary Shares BG5NDX9
Note 1: Based on completion of the Placing
ENDS
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Serabi Gold plc via Globenewswire
http://www.serabigold.com
(END) Dow Jones Newswires
May 15, 2018 05:00 ET (09:00 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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