TIDMSRES
RNS Number : 5331S
Sunrise Resources Plc
07 November 2023
7 November 2023
SUNRISE RESOURCES PLC
("Sunrise" or the "Company")
Notice of General Meeting
Proposed Sub-Division of Share Capital
and Cancellation of Deferred Shares
Proposed Issue of Equity & Total Voting Rights
Sunrise Resources plc announces that a General Meeting of
shareholders will be held at 9.00 a.m. on Wednesday 22 November
2022 at The Great Room, Central Court, 25 Southampton Buildings,
London, WC2A 1AL. The Company is calling the General Meeting to
propose the sub-division of its Existing Ordinary Shares into one
New Ordinary Share and One Deferred Share (see definitions
following) and the subsequent Buy Back and cancellation of the
Deferred Shares.
A Shareholder Circular and Notice of General Meeting ("the
Circular") has been published on the Company's website and is being
notified and distributed to shareholders today in line with Company
procedures.
Proposed Sub-Division of Ordinary Shares
The closing mid-market price of the Existing Ordinary Shares as
at Friday 3 November 2023 (being the latest practicable date prior
to printing of the Circular) was 0.07 pence per Existing Ordinary
Share. As the Company is not permitted by law to issue shares at an
issue price which is below their nominal value (being 0.1 pence per
shares) , it is unable, in the present climate, to raise funds by
way of a fresh issue of new Existing Ordinary Shares due to the
fact that the market price of the Existing Ordinary Shares is below
their nominal value. In order to enable the Company to issue shares
in the future at an issue price which exceeds their nominal value,
shareholder approval is being sought to complete a sub-division of
the ordinary share capital of the Company. Each of the Existing
Ordinary Shares will be subdivided into 1 New Ordinary Share and 1
Deferred Share.
The Sub-Division will not of itself affect the value of the
Company's ordinary shares. After the Sub-Division, there will be
the same number of New Ordinary Shares in issue as there are
Existing Ordinary Shares in issue and therefore shareholders'
equity will not be diluted unless a further equity fundraising is
completed by the Company.
The Sub-Division is being proposed as a contingency measure. As
at the date of this announcement the Directors have no intention of
issuing any new equity securities, other than the Buy Back Shares,
assuming the passing of the Resolutions at the General Meeting.
The New Ordinary Shares will have the same rights as those
currently accruing to the Existing Ordinary Shares in issue,
including those relating to voting and entitlement to dividends.
Shareholders will not be issued with a new share certificate for
the New Ordinary Shares and the existing certificates will remain
valid. The Company's International Securities Identification Number
(ISIN) will not change.
Holders of options or warrants over Existing Ordinary Shares
will maintain the same rights as currently accruing to them,
including in relation to any anti-dilution protection, and will not
be issued with new warrant or option certificates.
The Deferred Shares will have no significant rights attached to
them and carry no right to vote or participate in distribution of
surplus assets and will not be admitted to trading on the AIM
market of the London Stock Exchange plc. The Deferred Shares will
effectively carry no value.
Agreement with Towards Net Zero, LLC
Following the Sub-Division, and as disclosed in the Company's
Regulatory News Service announcement of 5 June 2023, the Floor
Price for the convertible security issued to Towards Net Zero, LLC,
as defined in the Company's Regulatory News Service announcement of
30 November 2022, will be reset to the nominal value of the New
Ordinary Shares.
Existing Shareholder Authorities
The authorities granted at the last annual general meeting of
the Company to issue and allot shares pursuant to section 551 of
the Act was referenced to the nominal value of the Existing
Ordinary Shares, meaning that when applied to the New Ordinary
Shares, the Company theoretically would have the ability to issue
more New Ordinary Shares. However, for the avoidance of doubt the
Directors have undertaken that the number of New Ordinary Shares
that can be issued under these authorities will not exceed the
number of Existing Ordinary Shares that could have been issued
notwithstanding the lower nominal value of the New Ordinary
Shares.
Issue of Equity, Buy Back And Cancellation Of Deferred
Shares
Subject to the Sub-Division being approved by shareholders, then
because the Deferred Shares effectively carry no value, and in
order to ensure that the balance sheet of the Company is kept
simple, the Company is seeking shareholder approval to acquire and
cancel the Deferred Shares for GBP1.00 in aggregate.
Under the Act a share buy back by a public company (such as the
Company) can only be financed through distributable reserves or the
proceeds of a fresh issue of shares made for the purpose of
financing a share buy back. The Company currently has no
distributable reserves to finance the GBP1.00 consideration payable
for the buy back of the Deferred Shares and, therefore, the buy
back of the Deferred Shares will be financed out of the proceeds of
a fresh issue of 10,000 New Ordinary Shares ("Buy Back Shares")
made for the purpose of financing the Buy Back. Accordingly, the
Company will allot and will issue the Buy Back Shares to Peterhouse
Capital Limited, at a price of 0.07 pence per Buy Back Share (being
the average closing mid-market price of the Existing Ordinary
Shares for the five Business Days ending on Friday 3 November
2023), part of the proceeds of which will be used to fund the
purchase of the Deferred Shares for an aggregate purchase price of
GBP1.00.
The buy back and cancellation of the Deferred Shares can be
effected by way of an off-market buy back agreement to be entered
into between the Company and an appointed representative of the
holders of the Deferred Shares. The Company's entry into the Buy
Back Agreement will require the approval of a resolution of
Shareholders in accordance with section 694(2) of the Act.
Pursuant to the rights attaching to the Deferred Shares, the
Selling Shareholders will irrevocably authorise the Company to
appoint any person to execute a transfer and/or any agreement to
transfer the Deferred Shares to the Company at any time. Under the
terms of the Buy Back Agreement, which will be entered into after
the General Meeting if approved by shareholders, the Company will
purchase and subsequently cancel all of the Deferred Shares, for an
aggregate consideration of GBP1.00, as contemplated by the rights
and obligations attaching to the Deferred Shares as set out in the
Circular. A copy of a draft of the Buy Back Agreement will be
available to view on the Company's website www.sunriseresources.com
and at the Company's registered office for not less than 15 days
ending with the date of the General Meeting and at the General
Meeting itself.
The Company intends to appoint Mr Rodney Venables, the Company
Secretary, as the appointed representative of the Selling
Shareholders to execute the Buy Back Agreement on behalf of the
Selling Shareholders.
Admission to AIM
Application has been made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on AIM. Provided
that the Sub-Division is approved at the General Meeting, it is
expected that the Sub-Division will become effective and admission
of the New Ordinary Shares will take place at 8.00 a.m. on Thursday
23 November 2023.
Application will also be made to the London Stock Exchange for
admission of the Buy Back Shares to trading on AIM. Provided that
the Buy Back is approved at the General Meeting it is expected that
the issue and admission of the Buy Back Shares will take place on
or around 8.00 a.m. on Wednesday 29 November 2023, following which
the total number of New Ordinary Shares in issue in the Company
will be 4,095,062,030 ("Admission").
Total Voting Rights
For the purposes of the Disclosure and Transparency Rules of the
Financial Conduct Authority, the Board of Sunrise hereby notifies
the market that, following Admission, the Company will have
4,095,062,030 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
4,095,062,030 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 Guidance and Transparency Rules.
Board Recommendation
The Board considers the Proposals to be in the best interests of
Shareholders and the Company as a whole and if not put in place the
Company will not be in a position to continue to raise funds to
continue its activities whilst the Existing Ordinary Shares trade
at a price below their nominal value. The Directors therefore
recommend that you vote in favour of the Resolutions, as they
intend to do in respect of their own directly held shareholdings,
which in aggregate amount to 153,846,801 Existing Ordinary Shares
being 3.76 per cent. of the entire issued Existing Ordinary Shares
of the Company as at Friday 3 November 2023 (being the latest
practicable date prior to publication of the Circular).
The Circular is available for download from the Company
Documents section of the Company's website at the following URL:
https://www.sunriseresourcesplc.com/aim-rule-26#companyDocuments
A letter or email, depending on individual preference, has been
sent to registered shareholders to notify them of the publication
of the Circular.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this Circular Tuesday 7 November 2023
Latest time and date for receipt 9.00 a.m. Monday 20 November 2023
of proxy appointments
General Meeting 9.00 a.m. Wednesday 22 November
2023
Announcement of the results Wednesday 22 November 2023
of the General Meeting
Record Date 6.00 p.m. Wednesday 22 November
2023
Effective time of the Sub-Division, 8.00 a.m. Thursday 23 November
issue of the New Ordinary Shares 2023
and admission to trading on
AIM
Issue of the Buy Back Shares 8.00 a.m. Wednesday 29 November
and admission to trading on 2023
AIM
Completion of the Buy Back On or around Wednesday 29 November
2023
If any of the details contained in the timetable above should
change, the revised times and dates will be notified to Shareholders
by means of an announcement through the Regulatory News Service.
All references to time and dates in this Circular are to time
and dates in London.
DEFINITIONS
Act Companies Act 2006 (as amended)
Buy Back the proposed buy back of the Deferred
Shares (conditional upon the passing
of the Resolutions)
Buy Back Agreement the agreement between Company and the
appointed representative of the Selling
Shareholders pursuant to which the Buy
Back will be effected (assuming that
the Resolutions are passed at the General
Meeting)
Buy Back Shares the 10,000 new New Ordinary Shares to
be subscribed for to finance the Buy
Back (assuming that Resolution 1 is
passed at the General Meeting and the
Sub-Division takes place)
Company or Sunrise Sunrise Resources plc, registered in
England & Wales with company number
05363956
Deferred Shares deferred shares of 0.099 pence each
in the capital of Company resulting
from the Sub-Division (and each being
a Deferred Share
Directors or Board the directors of the Company from time
to time
Document or Circular The circular being distributed to shareholders
including the Notice
ordinary shares of 0.1 pence each in
Existing Ordinary Shares the capital of Company
General Meeting the General Meeting of the Company to
be held at 9.00 a.m. on Wednesday 22
November 2023, notice of which is set
out at the end of this Circular, and
any adjournment thereof
New Ordinary Shares ordinary shares of 0.001 pence each
in the capital of Company resulting
from the Sub-Division
Notice the notice of General Meeting which
is set out at the end of this Circular
Record Date 6.00 p.m. on Wednesday 22 November 2023
being the record date and time for the
purpose of the Sub-Division
Resolutions the resolutions to be proposed at the
General Meeting as set out in the Notice
Selling Shareholders the holders of the Deferred Shares,
being the holders of the Existing Ordinary
Shares as at the Record Date (assuming
that Resolution 1 is passed at the General
Meeting and the Sub-Division takes place)
Shareholders the holders of the Existing Ordinary
Shares on the Record Date
Sub-Division the sub-division of the existing share
capital of the Company such that each
Existing Ordinary Share is sub divided
into one New Ordinary Share and one
Deferred Share
_________________________________________________________________________
Further information:
Sunrise Resources plc Tel: +44 (0)1625 838 884
Patrick Cheetham, Executive
Chairman
Tel: +44 (0)207 628 3396
Beaumont Cornish Limited
Nominated Adviser
James Biddle/Roland Cornish
Tel: +44 (0)207 469 0930
Peterhouse Capital Limited
Broker
Lucy Williams/Duncan Vasey
Market Abuse Regulation (MAR) Disclosure
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 which forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ('MAR'). Upon the publication of this announcement via
Regulatory Information Service ('RIS'), this inside information is
now considered to be in the public domain.
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END
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November 07, 2023 02:00 ET (07:00 GMT)
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