TIDMTSTR
RNS Number : 6000I
Tri-Star Resources PLC
20 June 2017
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No. 596/2014 until the release of this
announcement
20 June 2017
Tri-Star Resources plc
("Tri-Star" or the "Company")
Result of General Meeting and
Appointment of Non-Executive Directors
Tri-Star announces that at the General Meeting held earlier
today to consider the resolutions set out in the Notice of General
Meeting, sent to shareholders on 1 June 2017, in connection with
the part conversion and redemption of its convertible loan notes
(the "Loan Notes"), the placing of new ordinary shares ("Shares")
in the Company (the "Placing") and the approval of the Takeover
Panel's waiver of the Odey Entities' (as defined below) obligation
to make a general offer under Rule 9 of the Takeover Code as
announced by the Company on 1 June 2017, all such resolutions were
duly passed.
Application has been made to the London Stock Exchange for the
new Shares to be issued in connection with the Conversion and the
Placing (including the Shares issued in lieu of fees) to be
admitted to trading on AIM ("Admission"). It is expected that such
Admission will become effective and that dealings will commence at
8.00 a.m. tomorrow, Wednesday 21 June 2017.
Following approval of the resolutions, all of the Company's
outstanding Loan Notes, amounting to approximately GBP12.185
million, have been converted or redeemed. In addition, the Company
has raised GBP1.3 million, before expenses, for general working
capital purposes.
On Admission, Odey Asset Management LLP ("OAM") and certain
funds under its discretionary management (together, the "Odey
Entities") will become the holders of, in aggregate, 53.85 per
cent. of the Company's enlarged issued share capital, excluding the
Shares issued to OAM in lieu of fees (54.27 per cent. including the
Shares issued to OAM in lieu of fees).
Conditional on Admission:
-- The Odey Entities have converted approximately GBP4.4 million
of Loan Notes into approximately 3,614 million new Shares (the
"Conversion");
-- The Company has placed approximately 7,453 million new Shares
at a price of 0.121855 pence per share to raise a total of
approximately GBP9.1 million before expenses, of which
approximately 6,964 million Shares (GBP8.5 million) have been
subscribed by the Odey Entities and approximately 489 million
Shares (GBP0.6 million) have been placed by S.P. Angel Corporate
Finance LLP with certain existing and new shareholders of the
Company;
-- Approximately GBP7.8 million of the Placing proceeds will be
applied to redeem the balance of the Loan Notes and the remaining
GBP1.3 million will be used to meet the expenses of the transaction
and for general working capital purposes;
-- Following the Conversion and the Placing and the issue of
Shares as part payment of fees payable to OAM, the Odey Entities
will hold, in aggregate, 10,659,531,331 Shares representing
approximately 54.27 per cent. of the Company's enlarged share
capital.
Appointment of non-executive directors
David Mark George Fletcher and Karen Suzanne O'Mahony have, at
the request of the Odey Entities, joined the Board of Tri-Star as
non-executive directors with immediate effect.
Mr Fletcher, aged 58, is a Partner and Non-Executive Chairman of
OAM. He has been part of the management team of OAM for over 20
years since joining as Chief Executive in 1995. He is also a Senior
Adviser at Social Finance, a not for profit social sector
innovator. Prior to OAM, Mr Fletcher was CEO at Leopold Joseph, the
quoted UK merchant bank, where he had worked since graduating from
New College, Oxford, in 1980.
Mr Fletcher currently holds and has held the following
directorships within the five years prior to the date of this
announcement:
Current directorships: Previous directorships
(past 5 years):
Odey Asset Management Odey Asset Management
LLP Group Limited
Odey Wealth Management
(UK) Limited
Eastbach Limited
Ms O'Mahony, aged 43, is currently Managing Director of PE
Advisors Ltd ("PEAL"). Prior to the establishment of PEAL in 2014,
Ms O'Mahony spent 10 years at Misland Capital Ltd where she was
Deputy Chief Investment Officer. From 2002 to 2004, she was a
Director at Davy Stockbrokers Ltd in Dublin and prior to that, she
worked as an Associate at Goldman Sachs covering Pan European
Equity Research. She holds a master's degree in Quantitative
Finance from University College Dublin and an undergraduate degree
in Finance from Trinity College Dublin.
Ms O'Mahony currently holds and has held the following
directorships within the five years prior to the date of this
announcement:
Current directorships: Previous directorships
(past 5 years):
PE Advisors Ltd Misland Capital Limited
Other than the information contained in this announcement, there
is no further information required to be disclosed under Rule 17
and Schedule Two, paragraph (g) of the AIM Rules for Companies in
connection with these appointments.
Total Voting Rights
For the purposes of the FCA's Disclosure and Transparency Rules,
the Company advises that on Admission its issued share capital will
consist of 19,642,053,462 ordinary shares of 0.005 pence each with
each share carrying the right to one vote.
Tri-Star does not currently hold any shares in treasury and,
therefore, the above figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change in their
interest in, the share capital of the Company.
Mark Wellesley-Wood, Chairman of Tri-Star, said:
"I am very pleased that the resolutions have been approved by
shareholders allowing the Company to move ahead with a clean
balance sheet.
I am delighted to welcome both David Fletcher and Karen O'Mahony
to the Board of Tri-Star. I am sure their experience and expertise
will be invaluable to the Company and we look forward to working
with them in realising the full potential of our antimony and gold
plant in Oman."
Crispin Odey, Founder, Odey Asset Management, said:
"We are pleased to be moving from being a passive lender to an
active shareholder of Tri-Star. We are excited by the long-term
prospects of the Company and will continue to support the Board in
their efforts to complete the Oman Antimony Roaster project by
early 2018."
Capitalised terms and expressions used in this announcement
shall, unless otherwise defined herein and save as the context
otherwise requires, have the same meanings as given to them in the
announcement dated 1 June 2017 and in the circular posted to
shareholders on the same date.
Enquiries:
Tri-Star Resources plc Tel: +44 (0) 20 3470 0470
Guy Eastaugh, Chief Executive Officer
SP Angel Corporate Finance (Nomad and Broker) Tel: +44 (0) 20
3470 0470
Robert Wooldridge / Jeff Keating
Strand Hanson (Independent Financial Adviser to Tri-Star) Tel:
+44 (0) 20 7409 3494
Simon Raggett / Matthew Chandler / Ritchie Balmer
Yellow Jersey PR Limited (Media Relations) Tel: +44 (0) 7825 916
715
Felicity Winkles/ Alistair de Kare-Silver
This information is provided by RNS
The company news service from the London Stock Exchange
END
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