TIDMAVM
RNS Number : 9897X
Avocet Mining PLC
12 May 2016
Notice of Annual General Meeting, Proposed Sub-division and
Consolidation of Ordinary Shares, and Posting of Circular and
Notice of General Meeting
Posting of Notice of Annual General Meeting
Avocet Mining PLC ("Avocet" or the "Company") announces that the
Annual General Meeting of Shareholders 2016 ("AGM") is to be held
at 3.00 p.m. on 9 June 2016 at the offices of Fieldfisher LLP,
Riverbank House, 2 Swan Lane, London EC4R 3TT. A Notice of Meeting
for the AGM and related forms of proxy will today be posted to
those shareholders who have elected to receive it in hard copy.
Proposed Sub-division and Consolidation of Ordinary Shares
The Company also announces the proposed sub-division and
consolidation of its Existing Ordinary Shares (the "Share Capital
Reorganisation") and accompanying proposed amendments to its
Articles of Association.
The Share Capital Reorganisation has two objectives: a reduction
in the nominal value of each share, relative to its market value;
and a consolidation of shares to increase the value of each share
while reducing the number of shares in issue.
The reduction in the nominal value is intended to allow greater
flexibility in the allotment of equity in the future, while the
share consolidation has been proposed in order to ensure the
Company complies with the Oslo Børs requirement that the share
price remain above 1 NOK (approximately 8.4 pence).
The Share Capital Reorganisation will therefore consist of the
following steps:
-- a sub-division of each Existing Ordinary Shares
of 5 pence each into one Intermediate Ordinary
Share of 0.1 pence each and one Deferred Share
of 4.9 pence each;
-- a consolidation of every 10 Intermediate Ordinary
Shares of 0.1 pence each into one New Ordinary
Share of 1 penny each;
-- the amendment of the Company's Articles to set
out the rights and restrictions attaching to
the Deferred Shares, as well as the removal
of the outdated restriction on Authorised Share
Capital.
These steps should not of themselves materially impact the value
of each shareholding.
The Company also proposes to renew the Board's authority to
allot shares and buy back shares at the General Meeting. These
resolutions would normally be covered in the AGM, however they have
been moved until after the Share Capital Reorganisation resolutions
in order to ensure the limits apply to the revised share
structure.
Availability of Circular and Notices of Shareholder Meetings
Each aspect of the Share Capital Reorganisation is conditional
upon the approval of shareholders. A General Meeting of
shareholders is to be held at 3.30 p.m. on 9 June 2016, also at the
offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London
EC4R 3TT for the purpose of seeking such approval. A Circular
containing further details and a notice convening the General
Meeting, at which the Share Capital Reorganisation Resolution will
be proposed, is to be published today and certain extracts from the
Circular are set out below.
Further details of the Share Capital Reorganisation are set out
in the Appendix below. Capitalised terms used in this announcement
have the meanings given to them in the Appendix (Part II -
Definitions).
If all requisite shareholder approvals are obtained, the
proposals are expected to become effective, and dealings in the New
Ordinary Shares are expected to commence, on 10 June 2016.
In compliance with LR9.6.1, a copy of both the Notice of AGM and
the Circular and Notice of General Meeting will shortly be
available for inspection at the Financial Conduct Authority's
National Storage Mechanism website http://www.hemscott.com/nsm.do
and will also be available on the Company's website at
www.avocetmining.com.
The expected timetable of events relating to the Shareholder
Meetings is as follows:
Annual General Meeting General Meeting
--------------------------------------------- ------------------------ ---------------------------------------------
Latest time and date for receipt of a Form of 3.00 p.m. on 7 June 2016 3.30 p.m. on 7 June 2016
Proxy
--------------------------------------------- ------------------------ ---------------------------------------------
Latest time and date for receipt of a CREST 3.00 p.m. on 7 June 2016 3.30 p.m. on 7 June 2016
proxy instruction
--------------------------------------------- ------------------------ ---------------------------------------------
Time of meeting 3.00 p.m. on 9 June 2016 3.30 p.m. on 9 June 2016
or if later, immediately following the AGM on
the same day
--------------------------------------------- ------------------------ ---------------------------------------------
FOR FURTHER INFORMATION PLEASE CONTACT
Avocet Mining PLC Bell Pottinger J.P. Morgan Cazenove
Financial PR Consultants Corporate Broker
David Cather, CEO Daniel Thöle Michael Wentworth-Stanley
Jim Wynn, FD
+44 203 709 2570 +44 (0)20 3772 2555 +44 20 7742 4000
NOTES TO EDITORS
Avocet Mining PLC ("Avocet" or the "Company") is an unhedged
gold mining and exploration company listed on the London Stock
Exchange (ticker: AVM.L) and the Oslo Børs (ticker: AVM.OL). The
Company's principal activities are gold mining and exploration in
West Africa.
In Burkina Faso the Company owns 90% of the Inata Gold Mine. The
Inata Gold Mine poured its first gold in December 2009 and produced
74,755 ounces of gold in 2015. Other assets in Burkina Faso include
five exploration permits surrounding the Inata Gold Mine in the
broader Bélahouro region. The most advanced of these projects is
Souma, some 20 kilometres from the Inata Gold Mine.
In Guinea, Avocet owns 100% of the Tri-K Project in the north
east of the country. Drilling to date has outlined a Mineral
Resource of 3.0 million ounces, and in October 2013 the Company
announced a maiden Ore Reserve on the oxide portion of the orebody,
which is suitable for heap leaching, of 0.5 million ounces. As an
alternative, the potential exists to exploit the entire 3.0 million
ounce Tri-K orebody via the CIL processing method. An exploitation
permit was awarded for Tri-K on 27 March 2015.
Appendix - Further Details on Share Capital Reorganisation
PART I - FURTHER DETAILS ON SHARE CAPITAL REORGANISATION, AMMENT
OF ARTICLES OF ASSOCIATION, AUTHORITY TO ALLOT SHARES AND AUTHORITY
TO BUY BACK SHARES
1. Introduction
The Board has today announced proposals to carry out a share
capital reorganisation.
The market price of the Existing Ordinary Shares has for much of
the last 12 months been less than 5 pence, which is the nominal
value of such shares. The issue of shares at less than nominal
value of the Existing Ordinary Shares is prohibited by the
Companies Act, so the nominal value of the Company's ordinary share
capital must be reduced to a level below market price before new
ordinary shares can be issued (for example by way of an equity
fundraise). It is therefore proposed to undertake a Sub-division
that will have the effect of reducing the nominal value of each
Existing Ordinary Share in the Company to a level considerably
below market price.
In addition, under the listing rules of the Oslo Børs, a listed
company's share price cannot remain below 1 NOK (approx. 8.4 pence)
per share for more than 6 months. The Company's share price has
been below this level for most of the past two years, and as such
it has been operating under a temporary dispensation agreed with
the Oslo Børs. In order for the Company to become compliant with
the Oslo Børs listing rules, it is proposed to undertake a Share
Consolidation that will have the effect of reducing the number of
shares, but increasing each share's value, such that the overall
value of each Shareholder's holding remains substantially
unchanged.
The Company also proposes to renew the Board's authority to
allot shares and buy back shares.
The purpose of the Circular is to explain the basis of the
Proposals and to seek Shareholder approval at a General Meeting of
the Company to be convened for 3.30 p.m. on 9 June 2016 or, if
later, immediately following the AGM on the same day. Notice of the
General Meeting is set out at the end of the Circular.
2. Share Capital Reorganisation
The Company is undertaking a Share Capital Reorganisation in two
steps.
Step 1: Sub-division - to reduce the nominal value of Ordinary
Shares to 0.1p and create a new class of 4.9p Deferred Shares
There are 209,496,710 Ordinary Shares in issue as at the date of
this document and as expected to be prior to the Share Capital
Reorganisation taking effect. It is proposed to sub-divide each
Existing Ordinary Share of 5p each into 1 Intermediate Ordinary
Share of 0.1p each and 1 Deferred Share of 4.9p each. This will
result in 209,496,710 Intermediate Ordinary Shares and 209,496,710
Deferred Shares being in issue immediately following the
Sub-division. This aspect of the Share Capital Reorganisation will
not of itself affect the value of your shareholding, as can be seen
from the worked example below:-
Example
Existing Intermediate Deferred Total
Ordinary Ordinary Shares
Shares Shares
CURRENT POSITION (EXAMPLE)
Number of shares held prior
to Share Split 9,999 - -
Mid-market price per Existing
Ordinary Share at the close
of business on 10 May 2016
being the latest practicable
date prior to the publication
of the Circular 7.49p - -
Current value of shareholding GBP748.92 - - GBP748.92
--------- ------------ -------- ---------
POSITION AFTER SHARE SPLIT
Number of shares held following
the Share Split - 9,999 9,999
Mid-market price per Intermediate - 7.49p nil
Ordinary Share immediately
following the Share Capital
Reorganisation
Value of Intermediate Ordinary - GBP748.92 nil GBP748.92
Shares
--------- ------------ -------- ---------
The Company's Articles of Association will need to be amended to
set out the rights and restrictions attaching to the Deferred
Shares. The rights attaching to the Deferred Shares will be
minimal, and the Deferred Shares will therefore be effectively
valueless as they will not carry any rights to vote or dividend
rights, and will only be entitled to a payment on a return of
capital or on a winding up of the Company after each New Ordinary
Share has received a payment of GBP1,000,000 (an extremely remote
possibility). The Deferred Shares will not be listed or traded on
the Official List, the Main Market or the Oslo Børs and will not be
transferable without the written consent of the Company.
No certificates will be issued in respect of the Deferred
Shares. The Board may decide to make an application to the High
Court for the Deferred Shares to be cancelled in due course. The
Deferred Shares may by order of the High Court, be cancelled for no
consideration by means of a reduction of capital effected in
accordance with applicable law without sanction of the holders of
the Deferred Shares.
Resolution 1 in the Notice of General Meeting sets out the
proposed split and redesignation of the Company's share
capital.
Step 2: Share Consolidation of Ordinary Shares
Under the listing rules of the Oslo Børs, a listed company's
share price cannot remain below 1 NOK (approx. 8.4 pence) per share
for more than 6 months. The Company's prevailing share price has
been below this level for some time, and as such it has been
operating under a temporary dispensation agreed with the Oslo
Børs.
In order to address this, a share Consolidation is being
proposed which will have the effect of decreasing the number of
shares in issue, while increasing their value in proportion, such
that the value of each holding will remain substantially
unchanged.
It is therefore proposed that every 10 Intermediate Ordinary
Shares be consolidated and redesignated as one New Ordinary Share
of 1p each.
Unless your holding of Existing Ordinary Shares is exactly
divisible by 10 you will be left with a fractional entitlement to
the redesignated New Ordinary Shares if Resolution 2 is
approved.
No shareholder will be entitled to a fraction of a New Ordinary
Share. Instead, their entitlement will be rounded down to the
nearest whole New Ordinary Share. Only shareholders with a holding
not exactly divisible by 10 will become Fractional Shareholders. If
this rounding down process results in a Fractional Shareholder
being entitled to zero New Ordinary Shares, then they will cease to
hold any ordinary shares (of any description) in the Company.
Accordingly shareholders currently holding less than 10 Existing
Ordinary Shares who wish to remain a shareholder of the Company
following the Share Capital Reorganisation would need to increase
their shareholding to at least 10 Existing Ordinary Shares prior to
the Record Date. Shareholders in this position are encouraged to
obtain independent financial advice before taking any action.
Any fractional entitlements will, in so far as possible, be
aggregated to form whole New Ordinary Shares. Such New Ordinary
Shares will then be sold in accordance with the relevant provisions
of the Company's Articles of Association as soon as practicable
after the Share Capital Reorganisation Resolution is passed. The
Company is generally required to distribute the net proceeds of
such sale (after the deduction of expenses of the sale) in due
proportion amongst the relevant Fractional Shareholders save that,
where the net proceeds of such a sale (after the deduction of
expenses of the sale) do not exceed GBP5.00 per Fractional
Shareholder (such limit being that which is specified in the
Listing Rules), the Company may retain such proceeds.
Using an illustrative share price of 7.49 pence on 10 May 2016
(being the latest practicable date prior to the publication of this
Notice and prior to the Share Capital Reorganisation) the maximum
fractional entitlement will be worth GBP0.67. Given that the
maximum fractional entitlement is significantly lower than the
required regulatory limit (GBP5.00), the Board believes that, as a
result of the disproportionate costs relative to the proceeds to be
distributed, it would not be in the Company's best interests to
distribute such proceeds of sale, which will instead be retained
for the benefit of the Company. Assuming the share price on 10 May
2016 7.49 pence, the total sum retained by the Company as a result
is estimated to be less than GBP125.
The following example, continuing on from the scenario above,
illustrates the impact of the share consolidation on an individual
shareholding of 9,999 shares
No of Nominal Total Market Total
shares value nominal price market
per value per value
share share
Intermediate Ordinary
Shares held immediately
following the 7.49
Sub-division 9,999 0.1p GBP9.999 pence GBP748.92
Shareholding divided
by 10 (were fractional
holdings to be 74.9
allowed) 999.9 1p GBP9.999 pence GBP748.92
Less: loss of 74.9
fractional share (0.9) 1p GBP0.009 pence (GBP0.67)
New Ordinary Shares
held following
Sub-division and 74.9
Consolidation 999.0 1p GBP9.990 pence GBP748.25
You will, of course, be free at any time on or before close of
business on 9 June 2016 to purchase or sell such number of Existing
Ordinary Shares as will result in your holding of Ordinary Shares
being exactly divisible by 10. In this event you will not be left
with any fractional entitlements. However, in order that any shares
purchased are registered in your name before the Share Capital
Reorganisation takes place you must ensure that all transfers are
registered with the Registrar by 6.00 p.m. on 9 June 2016.
Resolution 2 in the Notice of General Meeting sets out this
aspect of the proposed Share Capital Reorganisation.
If you are in doubt with regard to your current shareholding in
Existing Ordinary Shares or have any queries about the Share
Capital Reorganisation you should contact the Company's Registrar
on +44 (0) 370 707 1802.
Following the Share Capital Reorganisation, although each
ordinary shareholder will hold fewer ordinary shares than before,
each shareholder's proportionate interest in the ordinary share
capital of the Company will, save for minor adjustments as a result
of the fractional entitlement provisions set out above, remain
unchanged. It is only the number of shares in issue and their
nominal value which will have changed as a result of the Share
Capital Reorganisation and, other than this, each New Ordinary
Share will carry the same rights and entitlements as set out in the
Company's Articles that currently attach to the Existing Ordinary
Shares. The New Ordinary Shares will rank equally with one another.
The Deferred Shares will have no valuable economic rights.
Additionally, the Share Capital Reorganisation will not have any
impact on the Company's net assets as no change in the total
aggregate nominal value of the Company's issued share capital will
occur.
Following the Share Capital Reorganisation, and assuming no
further shares in the Company are issued after the date of the
Circular, the Company's issued share capital will consist of
20,949,671 New Ordinary Shares and 209,496,710 Deferred Shares.
An application will be made to the UKLA for the Official List to
be amended to reflect the New Ordinary Shares arising from the
Share Capital Reorganisation. Application will also be made to the
London Stock Exchange for the New Ordinary Shares to be admitted to
trading on the London Stock Exchange's main market for listed
securities. Trading on the London Stock Exchange for the Existing
Ordinary Shares (under ISIN GB0000663038) is expected to close at
4.30 p.m. on 9 June 2016, with trading in the New Ordinary Shares
(under ISIN GB00BZBVR613) expected to commence at 8.00 a.m. on 10
June 2016.
The Deferred Shares will have no voting or dividend rights and,
on a return of capital on a winding up, will have no valuable
economic rights. No share certificates will be issued in respect of
the Deferred Shares, nor will stock accounts in CREST be credited
with any entitlement to Deferred Shares, nor will they be listed on
the Official List or admitted to trading on the London Stock
Exchange or any other investment exchange.
Settlement and certificates for the New Ordinary Shares
As explained above, given that the maximum fractional
entitlement of each Shareholder is likely to be significantly lower
than the required regulatory limit of GBP5, the Board believes
that, as a result of the disproportionate costs (relative to the
proceeds to be distributed), it would not be in the Company's best
interests to distribute such proceeds of sale, which will instead
be retained for the benefit of the Company. In the unlikely event
of fractional entitlements exceeding a value of GBP5, payment in
respect of fractional entitlements (if any) is expected to be
despatched no later than 17 June 2016 by CREST payment or by
cheque. CREST shareholders will receive their fractional
entitlement payment (if any) via their CREST accounts. Non-CREST
shareholders, regardless of whether they have an existing mandate
to a bank or building society account, will receive their
fractional entitlement payment (if any) via cheque.
The Companies Act and the Articles of Association require that
shareholder consent is sought from holders of Existing Ordinary
Shares, for each aspect of the Share Capital Reorganisation and
approval will be sought at the General Meeting. Pending the issue
of new share certificates, existing share certificates will remain
valid until the Record Date in respect of the Share Capital
Reorganisation, which is close of business on 9 June 2016, being
the date of the General Meeting.
It is anticipated that new certificates for the New Ordinary
Shares will be issued and dispatched, at the risk of the relevant
shareholder, no later than 17 June 2016 and that CREST holders will
have their CREST accounts adjusted to reflect their entitlement to
New Ordinary Shares. Share certificates will be sent to the
registered address of the relevant shareholder, or, in the case of
joint holders, to the holder whose name appears first in the
register of members. On receipt of the new share certificates, all
share certificates previously issued will no longer be valid and
should be destroyed. Only share certificates for New Ordinary
Shares will be valid. Any share certificate dated prior to 10 June
2016 will no longer be valid and will not be accepted in support of
any instrument of transfer.
If you do not receive a new share certificate (allowing for the
time of postage from the date of dispatch) and you believe you are
entitled to one please contact our registrars, Computershare
(contact details can be found on page 2 of the Circular).
Share certificates representing Intermediate Ordinary Shares or
Deferred Shares will not be issued to shareholders who hold their
entitlement to Existing Ordinary Shares in certificated form.
Shareholders who hold their entitlement in uncertificated form
through CREST will have their CREST accounts adjusted to reflect
their entitlement to New Ordinary Shares only, no adjustments will
be made to reflect their entitlement to Intermediate Ordinary
Shares or to Deferred Shares. The existing ISIN (under ISIN
GB0000663038) will be disabled as at 6.00 p.m. on 9 June 2016 with
the New Ordinary Shares under ISIN GB00BZBVR613 commencing at 8.00
a.m. on 10 June 2016.
3. Holders of Options Under the Company's Share Option Schemes
The rights of the holders of the options under the Company's
share option schemes will not be affected by the Share Capital
Reorganisation. The holders of such options will still able to
exercise their rights under the options, save that such options
shall be for the equivalent number of New Ordinary Shares.
4. Changes to the Articles and Renewal of Share Authorities
Resolution 3 sets out the Proposed Amendment to the Articles.
These changes are largely concerned with setting out the rights and
restrictions attaching to the Deferred Shares, as described
above.
The Proposed Amendment to the Articles will also remove a
reference to authorised share capital effectively setting a maximum
amount of Ordinary Shares that the Company may allot. This is
regarded as a legacy restriction on a company's share capital
deriving from the Companies Act 1985 and it is now proposed that
the Company modernise its articles by deleting the reference. This
amendment to the Articles will have no practical effect on the
Company's ability to issue shares. Shareholders should note that,
if the Proposed Amendment is approved, the Company will continue to
be bound by the restrictions on issuing shares set out in Chapters
2 and 3 of Part 17 of the Companies Act.
A copy of the proposed new Articles of Association of the
Company and a copy of the existing Articles of Association marked
up to show the changes being proposed by the Proposed Amendment
will be available for inspection at the registered office of the
Company during normal business hours on any weekday (but not at
weekends or on public holidays) from 12 May 2016 until the time of
the General Meeting and at the offices of Fieldfisher LLP,
Riverbank House, 2 Swan Lane, London EC4R 3TT for at least 15
minutes prior to and during the General Meeting.
We propose at the General Meeting to renew the authority of the
directors in accordance with section 551 of the Companies Act to
allot shares and to empower the directors pursuant to section 570
of the Companies Act to allot shares as if section 561 of the
Companies Act did not apply to such allotment, in certain
circumstances.
Resolution 4, to be proposed at the forthcoming General Meeting,
would give the Directors authority until the end of the 2017 AGM
or, if earlier, for the period ending 15 months after the date of
the AGM, to allot additional shares up to an aggregate nominal
amount of GBP69,615, representing 6,961,500 New Ordinary Shares or
33.3 per cent of the issued share capital of the Company excluding
treasury shares. The Directors have no present intention to
exercise this authority.
Section 561 of the Companies Act gives holders of equity
securities, with limited but important exceptions, certain rights
of pre-emption on the issue for cash of new equity securities. The
Board believes that it is in the best interests of shareholders
that, as in previous years, the directors should have limited
authority to allot equity shares for cash without first having to
offer such shares to existing shareholders. It is proposed that
this authority will expire at the end of the 2017 AGM or, if
earlier, 15 months after the date of the AGM. The authority
proposed in Resolution 5 will relate to allotments in respect of
issues by way of rights (where difficulties arise in offering
shares to certain overseas shareholders and in relation to
fractional entitlements) and to allotments (other than in respect
of rights issues) of equity securities having an aggregate nominal
amount not exceeding GBP10,452.74, representing 1,045,274 New
Ordinary Shares or five per cent of the issued equity share capital
of the Company.
5. Share Buyback
The Directors consider that it may be advantageous for the
Company to be able to buy back the Company's shares in certain
circumstances. In considering whether or not to buy back shares,
the Directors will take into account the Company's financial
position, share price and other investment opportunities.
Resolution 6, to be proposed at the forthcoming General Meeting,
seeks Shareholders' approval for the Company to purchase a maximum
number of New Ordinary Shares representing up to 10 per cent. of
the Company's issued share capital (excluding treasury shares) as
at 9 June 2016 and representing 2,094,967 New Ordinary Shares
(assuming the Share Capital Reorganisation is approved). Within
this limit, the proportion of shares to be bought back pursuant to
Resolution 6 will be determined by the Directors in what they
believe to be the best interests of Shareholders generally. Any
purchases of New Ordinary Shares would be by means of market
purchases. The resolution sets the maximum and minimum prices per
share for any such purchases.
Resolution 6 will be proposed as a Special Resolution and so
will be passed if more than 75 per cent. of the votes cast are in
favour. The authority sought by this resolution will expire at the
end of the next Annual General Meeting of the Company or 15 months
from the date of the Resolution, whichever is earlier.
6. General Meeting
A notice convening the General Meeting to be held at the offices
of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT
at 3.30 p.m. on 9 June 2016 or, if later, immediately following the
AGM on the same day is set out at the end of the Circular. At the
General Meeting, the following Resolutions will be proposed:-
1. an Ordinary Resolution in respect of the ordinary
share capital of the Company to approve the
Sub-division of the Company's Existing Ordinary
Shares;
2. an Ordinary Resolution in respect of the ordinary
share capital of the Company to approve the
Consolidation of the Company's Intermediate
Ordinary Shares;
3. a Special Resolution to amend the Articles to
reflect the rights attaching to the Deferred
Shares and remove a reference to authorised
share capital;
4. an Ordinary Resolution to grant the Board authority
to allot shares;
5. a Special Resolution to authorise the directors
to allot shares for cash otherwise than on a
pre-emptive basis; and
6. a Special Resolution to approve the authority
to buy back New Ordinary Shares.
7. Action To Be Taken
A Form of Proxy is enclosed with each copy of the Circular for
use at the General Meeting. Whether or not you intend to be present
at the meeting you are requested to complete, sign and return the
Form of Proxy to the Company's Registrar, Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as
soon as possible but in any event so as to arrive not later than
3.30 p.m. on 7 June 2016 in accordance with the notes to the form
of proxy. The completion and return of a Form of Proxy will not
preclude you from attending the meeting and voting in person should
you subsequently wish to do so. Your attention is drawn to the
detailed notes to the Notice of General Meeting and form of
proxy.
8. Shares listed on the Oslo Børs
Holders of shares which are listed on the Oslo Børs will also
undergo a share split and consolidation that matches that which
applies to UK shareholders, but for the following differences:
-- No Deferred Shares will be issued to Oslo-listed
shareholders
-- The Record Date for Oslo shareholders will be
Friday 10 June 2016, and the share consolidation
will become effective on Monday 13 June 2016.
Please also note that cross-border trades between Oslo and
London will be suspended between 9 and 14 June 2016 to ensure all
trades are fully cleared prior to the share re-organisation in
Oslo.
9. Recommendation
The Directors unanimously recommend the Shareholders to vote in
favour of the Resolutions as they intend to do so in respect of
their own beneficial holdings of 232,219 Existing Ordinary Share
representing approximately 0.1 per cent. of the Existing Ordinary
Shares.
PART II - DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise:
AGM the annual general meeting of the Company scheduled to take place at 3 p.m. on 9
June 2016
Articles the articles of association of the Company
Avocet or the Company Avocet Mining PLC, a public company incorporated in England and Wales with
limited liability
Board the directors of the company whose names are set out on page 2 of the Circular
Circular the circular dated the same date as this announcement relating to the Company for
the purpose
of the Share Capital Reorganisation
Companies Act the Companies Act 2006
Consolidation the share capital consolidation to be proposed pursuant to and as part of the
Share Capital
Reorganisation whereby, if Resolution 2 is approved by shareholders, every 10
Intermediate
Ordinary Shares will be consolidated into one New Ordinary Share;
CREST the system of paperless settlement of trades in securities and the holding of
uncertificated
securities operated by Euroclear UK & Ireland Limited in accordance with the
Uncertificated
Securities Regulations 2001 (SI 2001/3755)
CREST Manual the manual, as amended from time to time, produced by Euroclear UK & Ireland
Limited describing
the CREST system and supplied by Euroclear UK & Ireland Limited to users and
participants
thereof
CREST Proxy Instruction an appropriate and valid CREST message appointing a proxy by means of CREST
Deferred Shares the non-voting deferred shares of 4.9p each in the share capital of the Company
to be created
as part of the Share Capital Reorganisation
Directors the directors of the Company from time to time
Disclosure and Transparency Rules the disclosure rules and transparency rules made by the FCA under Part VI of FSMA
dollars, USD or US$ the lawful currency of the United States of America
Existing Ordinary Shares the ordinary shares of 5p each in the capital of the Company in issue at the date
of this
announcement
FCA the Financial Conduct Authority
Form of Proxy the form of proxy accompanying the Circular for use by the Shareholders in
connection with
the General Meeting
Fractional Shareholder a shareholder who is entitled to a fraction of a New Ordinary Share (whether or
not such a
shareholder is also entitled to one or more whole New Ordinary Shares)
FSMA the Financial Services and Markets Act 2000 (as amended)
General Meeting the general meeting of the Company convened for 3.30 p.m. (or, if later,
immediately following
the AGM on the same day) on 9 June 2016 at the offices of Fieldfisher LLP,
Riverbank House,
2 Swan Lane, London EC4R 3TT, notice of which is set out at the end of the
Circular, or any
reconvened meeting following any adjournment thereof
Group Avocet Mining PLC, its subsidiaries and its subsidiary undertakings
Intermediate Ordinary Shares the ordinary shares of 0.1p each in the capital of the Company following the
Sub-Division
Listing Rules the listing rules of the UK Listing Authority
London Stock Exchange London Stock Exchange plc
New Ordinary Shares the ordinary shares of 1p each in the share capital of the Company to be created
as part of
the Share Capital Reorganisation
Notice of General Meeting the notice of the General Meeting set out at the end of the Circular
Ordinary Resolution a resolution passed by a simple majority of the votes of the Shareholders
entitled to vote
and voting in person or by proxy at the General Meeting
Ordinary Shares the ordinary shares in the capital of the Company, having a nominal value of 5p
before the
Share Capital Reorganisation and a nominal value of 1p following the Share
Capital Reorganisation
Proposals the Share Capital Reorganisation and the renewal of authority to allot Ordinary
Shares and
buy back Ordinary Shares
Proposed Amendment the amendment to the Articles set out in the notice of the General Meeting at the
end of the
Circular
Prospectus Rules the prospectus rules made by the FCA under Part VI of FSMA
Record Date 6.00 p.m. on 9 June 2016;
Registrar Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol,
BS99 6ZY
Resolutions the resolutions set out in the Notice of General Meeting at the end of the
Circular
Share Capital Reorganisation the proposed subdivision, redesignation and consolidation of the ordinary share
capital of
the Company and amendment to the Articles
Shareholder a holder of Ordinary Shares from time to time
Special Resolution a resolution passed by a 75 per cent. majority of the votes of the Shareholders
entitled to
vote and voting in person or by proxy at the General Meeting
Sub-division the share capital sub-division to be proposed pursuant to and as part of the
Share Capital
Reorganisation whereby, if Resolution 1 is approved by shareholders, every
Existing Ordinary
Share will be sub-divided into one Intermediate Ordinary Share and one Deferred
Share
UK Listing Authority the Financial Conduct Authority acting in its capacity as the competent authority
for the
purposes of Part VI of the Financial Services and Markets Act 2000
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOAABMFTMBIBBMF
(END) Dow Jones Newswires
May 12, 2016 02:00 ET (06:00 GMT)
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