TIDMTETH
RNS Number : 7113T
Tethyan Resources PLC
16 October 2017
Tethyan Resources plc
Posting of General Meeting Circular - Correcting
Announcement
The RNS announcement 7490S, released on 5 October 2017 at 7.00
a.m. regarding the posting of a notice of meeting and information
circular, contained an error in respect of the date that members
must on the register to be eligible to vote. The Company wishes to
clarify that the record date on which members must be registered on
the Company's register of members in order to vote at the general
meeting, to be held on November 1, 2017, will be no later than:
-- 6.00 p.m. (London Time) on 30 October 2017; or,
-- if this general and special meeting is adjourned, at 6.00
p.m. (London Time) on the day two days prior to the adjourned
meeting
A copy of the notice of meeting and information circular along
with proxy materials is available on the Company's website,
www.tethyan-resources.com.
For the avoidance of doubt no other details set out in the
notice of meeting, the information circular or the proxy materials
have changed and the general and special meeting will be held on
November 1, 2017 at 12:00 p.m. (London time) as previously
announced.
All other text in the announcement remains the same. The
corrected version of the announcement is as follows:
Tethyan Resources plc
Posting of General Meeting Circular
Tethyan Resources plc (the "Company") announces that, further to
the announcements of September 8, 2017 and September 22, 2017, the
Company has posted a notice of meeting and information circular,
along with proxy materials, which is available on the Company's
website, www.tethyan-resources.com.
The general and special meeting will be held on November 1, 2017
at 12:00 p.m. (London time). Shareholders on the register as of
6.00 p.m. on October 30, 2017 will be eligible to vote.
For further information please contact:
Tethyan Resources PLC +44 1534 881 885
Peter Mullens (CEO) pjm@tethyan-resources.com
Cairn Financial Advisers
LLP +44 (0) 207 213 0880
James Caithie / Sandy
Jamieson
Background and proposed Delisting
On 6 September 2017, the ordinary shares of the Company
("Ordinary Shares") commenced trading on the TSX Venture Exchange
(the "TSXV"), under the symbol "TETH". Following its admission to
TSXV the Company undertook a strategic review process assessing the
viability of its ongoing quotations on both AIM and the TSXV.
The board of directors of the Company (the "Board") is confident
that trading on the TSXV will provide a healthy platform for
trading and that the added benefit of continued trading on AIM is
outweighed by the regulatory burden and costs associated with
maintaining the listing on AIM.
The Board has now taken the decision that, in light of the
additional costs and regulatory burdens imposed upon the Company by
having two quotations, it will seek shareholders' approval for the
cancellation of admission to trading on AIM of its Ordinary Shares
(the "Delisting").
The Board has taken this decision in order to further reduce its
ongoing costs. The Company's shareholders ("Shareholders") will
still be able to trade Ordinary Shares on the TSXV.
Process of Delisting
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange plc of the Delisting.
Under the AIM Rules, it is a requirement that the Delisting is
approved by the requisite majority of Shareholders voting at the
General and Special Meeting (being not less than 75% of the votes
cast).
Accordingly, the special resolution set out in the Notice of
General and Special Meeting seeks Shareholders' approval to the
Delisting. Subject to the special resolution approving the
Delisting being passed at the General and Special Meeting, it is
anticipated that trading in the Ordinary Shares on AIM will cease
at close of business on 9 November 2017 with the Delisting taking
effect at 7:00 a.m. (London Time) on 10 November 2017.
Upon the Delisting becoming effective, Cairn Financial Advisers
LLP will cease to be nominated adviser to the Company and the
Company will no longer be required to comply with the rules and
corporate governance requirements to which companies admitted to
trading on AIM are subject, including the AIM Rules.
Shareholders should note, however, that the Company will
nevertheless remain subject to the provisions of the UK Takeover
Code, the policies of the TSXV and Canadian securities laws.
Consolidation
In addition, the Board considers that the current issued share
capital is considerably higher than similar sized companies listed
on the TSXV and it believes that this affects negatively investors'
perception of the Company. Accordingly, a consolidation is being
proposed in order to reduce the number of existing Ordinary Shares
that are in issue to a level more in line with comparable TSXV
listed companies. Subject to shareholder and TSXV approval, the
Company anticipates completing the Consolidation after the
Delisting has been completed.
Pursuant to the proposed consolidation the 168,182,052 existing
Ordinary Shares ("Existing Ordinary Shares") of the Company will be
consolidated and divided into 28,030,342 new ordinary shares of the
Company ("New Ordinary Shares"). Such New Ordinary Shares will have
the same rights and be subject to the same restrictions (save as to
par value) as the Existing Ordinary Shares ("Consolidation").
The Board believes that the Consolidation may improve the
liquidity and marketability of the New Ordinary Shares to a wider
range of investors, including institutional investors and that the
Consolidation will make the New Ordinary Shares a more attractive
investment proposition.
Accordingly the Board is proposing to convene the General and
Special Meeting to put to Shareholders a special resolution to
approve the Delisting and an ordinary resolution to approve the
Consolidation in accordance with the AIM Rules and the U.K.
Companies Act.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Date (2017)
Publication of this document and posting 4 October
to Shareholders
Last time and date for receipt of the 12:00 p.m.
Form of Proxy (London Time)
on 30 October
Time and date of the General and Special 12:00 p.m.
Meeting (London Time)
on 1 November
Last day of dealings in Ordinary Shares 9 November
on AIM
Expected time and date of the Delisting 7:00 a.m.
becoming effective (London Time)
on 10 November
Consolidation(3) Post-Delisting
Notes:
(1) If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders by an
announcement through the Regulatory Information Service recognized
by the London Stock Exchange.
(2) The Delisting requires the approval of not less than 75%. of
the votes cast by Shareholders at the General and Special
Meeting.
(3) Neither the Consolidation nor the Delisting is contingent on
the approval of the other. If one resolution is passed by
Shareholders and the other fails, then the Company will proceed on
that basis. Additional details with respect to the Consolidation
are set out below.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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