TIDMTOM
RNS Number : 3537F
TomCo Energy PLC
17 May 2017
17 May 2017
TomCo Energy plc ("TomCo" or the "Company")
Proposed Share Consolidation and Sub-Division
Proposed adoption of New Articles
and
Notice of Annual General Meeting
TomCo Energy plc (AIM: TOM), the oil shale exploration and
development company focused on using innovative technology to
unlock unconventional hydrocarbon resources, today announces that
its Annual General Meeting will be held at 5 Mount Pleasant,
Douglas, Isle of Man, IM1 2PU on 9 June 2017 at 10.00 a.m.
The Board is proposing a restructuring of the Company's issued
share capital, the aim of which is to reduce the number of
Shareholders, thereby achieving cost savings for the Company,
whilst at the same time aiming to return value to Shareholders
currently holding smaller interests. In addition, the Board is
proposing the adoption of a more modern set of articles of
association which would be easier to navigate than the Articles
which are currently in force. A copy of the New Articles is
included with the Notice of Annual General Meeting.
The Notice of Annual General Meeting and a form of proxy is now
available via the Company's website at
http://www.tomcoenergy.uk.com/, and hard copies have been posted
today to those Shareholders who have elected to receive postal
notifications.
Capitalised terms used in this announcement carry the same
meaning as those ascribed to them in the Notice of General Meeting,
unless the context requires otherwise.
Annual General Meeting
A summary of the Resolutions to be proposed at the Annual
General Meeting is set out below.
Resolutions numbered 1 - 4 'Ordinary Business' each proposed as
an ordinary resolution as follows:
1. the receipt of the annual accounts of the Company for the
financial year ended 30 September 2016, together with the reports
of the Directors and Auditors thereon;
2. the resignation (by rotation) and re-appointment of
Christopher Brown as director of the Company;
3. the re-appointment of Alexander Benger as director of the
Company, having been appointed as a director of the Company since
the Company's last annual general meeting;
4. the re-appointment of Malcolm Groat as director of the
Company, having been appointed as a director of the Company since
the Company's last annual general meeting;
Resolutions numbered 5 - 7 'Special Business' each proposed as
ordinary resolution as follows:
5. to proceed with the proposed Consolidation and Repurchase;
6. immediately following the Consolidation and Repurchase, to
proceed with the proposed Sub-division; and
7. to authorise the directors to pass a board resolution
replacing the articles of association of the Company with the form
attached to the Notice of Annual General Meeting.
Share Capital Consolidation and Sub-Division
As at 16 May 2017 (being the last practicable date prior to
publication of the Notice of Annual General Meeting), there were
2,847,189,198 Existing Ordinary Shares in issue and the Company had
2,725 Shareholders. Of these, some 2,097 shareholders had holdings
worth less than GBP17.50 (based on the closing mid-market price of
0.07 pence per share as at 16 May 2017) representing approximately
77 percent of the total number of Shareholders, but only 0.32
percent of the Existing Ordinary Shares.
The Board believes that the current size of the Shareholder
register is disproportionate for a company of its size and that,
consequently, it is not in the Company's best interests to continue
to bear the financial and administrative burden of servicing such a
large shareholder base. Further, the Board believes that, due to
their small holdings, many Shareholders may have considered selling
their Existing Ordinary Shares but have decided not to do so in the
light of dealing and administration costs relating to such a sale.
In common with other companies in similar circumstances, the Board
is therefore proposing a restructuring of the Company's issued
share capital, the aim of which is to reduce the number of
Shareholders thereby achieving cost savings for the Company, whilst
at the same time returning value to Shareholders with smaller
interests.
An objective of the Consolidation and Sub-division is to create
a shareholder base and share price that is more in keeping with the
size and nature of the Company. An integral part of the
Consolidation will be that it will reduce the number of shares in
issue and the Board believes that will benefit the Company and
Shareholders as a whole. The market price of a New Ordinary Share
immediately after completion of the Consolidation and Sub-division
is expected to be approximately 125 times greater than the market
price of an Existing Ordinary Share. The Board believes resizing
the Company's issued share value may also encourage greater
liquidity and may result in smaller share dealing buy-sell
spreads.
The Directors believe this will lead to the Company having a
more readily understood share price and number of shares in issue.
Consequently, the Directors believe the Company's shares may be
more attractive to some investors.
In accordance with its Articles, the Company may by resolution
consolidate and divide all or any of its shares into shares of a
larger amount than its existing shares and sub-divide its shares or
any of them into shares of a smaller amount.
It is intended that the Consolidation and Sub-division will take
place in stages with each step occurring immediately following the
previous one. The order of the process will be as follows:
Step 1 the Consolidation, pursuant to which every 25,000
Existing Ordinary Shares will be consolidated into one Consolidated
Ordinary Share;
Step 2 the purchase by the Company of the aggregated fractional
entitlements to Consolidated Ordinary Shares created by the
Consolidation; and
Step 3 the Sub-division pursuant to which each Consolidated
Ordinary Share will be sub-divided into 200 New Ordinary
Shares.
The expected timetable of principal events is set out below:
Notice of Annual General Meeting 17 May 2017
published
Last time and date of receipt 10.00 a.m. on 7
of Forms of Proxy June 2017
Annual General Meeting 10.00 a.m. on 9
June 2017
Record date for Share Consolidation close of business
and Subdivision on 9 June 2017
Admission to trading in the 8.00 a.m. on 12
New Ordinary Shares on AIM June 2017
Payment for Fractional Entitlements No later than 14
days after admission
date
References to time are to London time unless otherwise stated.
Each of the dates in the above timetable is subject to change at
the absolute discretion of the Company without further notice.
Fractional Entitlements and payments to Shareholders
The Company will not allocate fractions of Consolidated Ordinary
Shares that are created pursuant to the Consolidation to individual
Shareholders.
Where the number of Existing Ordinary Shares held by any
Shareholder on the Record Date is not exactly divisible by 25,000,
so that such Shareholder would otherwise have been entitled to a
fraction of a Consolidated Ordinary Share, such fractions shall be
aggregated with the fractions of Consolidated Ordinary Shares to
which other Shareholders would have been entitled. The Directors
are authorised in accordance with the Articles to arrange the sale
of such aggregated fractions to the Company for the price of
GBP0.0007 per Existing Ordinary Share, being the equivalent to the
middle market value of the Existing Ordinary Shares as at close of
trading on 16 May 2017 (being the last practicable date prior to
the publication of the Notice of Annual General Meeting).
All Consolidated Ordinary Shares (and fractions thereof)
purchased by the Company will be automatically cancelled.
The proceeds of such sales, less costs, will be rounded up to
the nearest pence and paid to each Shareholder in proportion to the
fractional entitlements to which such Shareholder would otherwise
have been entitled.
Such sums shall be paid to relevant certificated Shareholders by
cheque and to relevant uncertificated Shareholders by payment
through CREST, in either case within 14 days of the aggregated
fractional entitlements being sold in full. Due to the costs
involved in returning small entitlements to Shareholders the Board
has determined that it is reasonable for the Company to retain any
entitlement, less costs, worth less than GBP5.00.
Accordingly, following the Consolidation and Sub-division,
Shareholders holding less than 7,143 Existing Ordinary Shares will
cease to be shareholders in the Company and will receive no payment
from the proceeds of the sale of aggregated fractional
entitlements.
Shareholders should be aware that, if they hold fewer than
25,000 Existing Ordinary Shares on the Record Date, following the
Consolidation and Sub-division, they will cease to be a shareholder
in the Company and they will not be entitled to any Consolidated
Ordinary Shares under the Consolidation and consequently will not
be entitled to receive any New Ordinary Shares following the
Sub-division.
Major shareholders
Subsequent to the Consolidation, Repurchase and Sub-division,
the major shareholders will be interested in the following number
of New Ordinary Shares in the Company and percentages in the then
issued share capital.
New Ordinary Issued Share
Shares Capital (%)
--------------------- ------------- -------------
Kenglo One Ltd 3,943,400 17.40%
--------------------- ------------- -------------
Christopher Brown* 1,714,400 7.56%
--------------------- ------------- -------------
Dominic Redfern and
Sarah Cook 1,411,400 6.23%
--------------------- ------------- -------------
Note: *Christopher Brown is also the life tenant and settlor of
the BBCK Family Trust in Jersey, and therefore an indirect
beneficiary of Kenglo One Ltd. He is also the holder of 107,142,857
warrants, as announced on 9 September 2016. Following the
Consolidation, Repurchase and Sub-division he will hold 857,143
warrants.
Recommendation
The Board considers that all the Annual General Meeting
Resolutions proposed at the Annual General Meeting are in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders
vote in favour of all the Resolutions as the Directors intend to do
in respect of their own beneficial holdings in respect of which
they have the power to exercise or direct the exercise of voting
rights amounting in aggregate to 214,285,714 Existing Ordinary
Shares, representing approximately 7.53 percent of the current
issued ordinary share capital of the Company.
For further information, please contact:
Enquiries:
For further information, please visit www.tomcoenergy.uk.com or
contact:
TomCo Energy plc
Contact:
Telephone: +44 (0) 20 3823 3635
Andrew Jones (Chairman) andrew@tomcoenergy.uk.com
Chris Brown (CEO) chris@tomcoenergy.uk.com
Strand Hanson (Nominated Advisor)
Contact:
James Harris / Richard Tulloch +44 (0) 20 7409 3494
SVS Securities plc (Broker)
Contact:
Tom Curran / Ben Tadd +44 (0) 20 3700 0093
Tavistock Communications (Financial PR)
Contact:
Jos Simson +44 (0) 7920 3150
Jos.simson@tavistock.co.uk
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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