Scotgold Resources Ltd Share Consolidation and Notice of General Meeting (7397L)
July 21 2017 - 4:17AM
UK Regulatory
TIDMSGZ
RNS Number : 7397L
Scotgold Resources Ltd
21 July 2017
21 July 2017
Scotgold Resources Limited (AIM:SGZ)
("Scotgold" or the "Company")
Share Consolidation and Notice of General Meeting
The Company has today published a notice of general meeting
("Notice") to be held at 11:00am (BST) (London time) on 21 August
2017 at ICAEW, Chartered Accountants' Hall, Business Centre,
Moorgate Place, London EC2R 6EA ("Meeting").
The Meeting has been convened by the Company's board of
directors to seek shareholder approval for the consolidation of the
Company's shares on a 1 for 100 basis.
The Notice is available from the Company's website at
www.scotgoldresources.com
The Notice together with the individualised proxy form is also
being dispatched to shareholders.
Key details of the proposed consolidation of the Company's
shares, including the anticipated timetable, are set out below.
Proposed Share Consolidation
The Notice describes the proposal for a consolidation of share
capital ("Share Consolidation") and the resolution required to
effect this to be put to shareholders at the Meeting.
The Directors are proposing that every 100 existing ordinary
shares in the Company be consolidated into one new ordinary share
in the Company ("New Ordinary Shares"). As at 21 July 2017, the
Company had 1,593,270,665 existing ordinary shares ("Existing
Ordinary Shares") on issue. Following the consolidation the Company
will have approximately 15,932,707 shares in issue (subject to
fractional roundings). The New Ordinary Shares will continue to
trade under the same ticker (SGZ) but will have a new ISIN:
AU000XINEAK5.
Options currently in issue will also be consolidated on a 1 for
100 basis, and the exercise price adjusted accordingly.
Following the Share Consolidation, shareholders will still hold
the same proportion of the Company's ordinary share capital as
before the Share Consolidation. The New Ordinary Shares will carry
equivalent rights as the Existing Ordinary Shares.
Full details of the Share Consolidation, including the treatment
of fractional holdings, are set out in the Notice and the
accompanying explanatory notes.
The Directors are proposing the Share Consolidation as the
number of shares currently in issue is considerably higher than the
majority of companies of similar market capitalisation on AIM, and
the Board believes that this, combined with the current share price
of significantly less than 1 pence per Existing Ordinary Share (as
at 20 July 2017) affects investor perception of the Company and
share price volatility. Accordingly, the primary objective of the
Share Consolidation is to reduce the number of Existing Ordinary
Shares to a level which is more in line with other comparable
AIM-traded companies with the intention of also creating a higher
share price per ordinary share in the capital of the Company. The
Directors believe that the Share Consolidation should improve the
liquidity and marketability of the Company's ordinary shares.
The Notice also sets out that the Company is intending to
undertake a minimum parcel sale in accordance with clause 3 of the
Company's constitution. This process will apply only to holdings of
less than AUD$500 at the time of the Share Consolidation. This is
intended to reduce the Company's costs, in particular
administration costs, going forward. Further information on that
process will be contained in correspondence delivered to
Shareholders holding a minimum shareholding (as defined in the
Constitution). It is noted that the Share Consolidation has no
direct impact on classification of a minimum shareholding which is
calculated based on value rather than the number of shares
held.
The expected timetable for the Share Consolidation is set out
below:
Action Date
---------------------------------- ----------
Company Announces Proposed Share 21 July
Consolidation 2017
---------------------------------- ----------
General Meeting 21 August
2017
---------------------------------- ----------
Last day for pre-Consolidation 24 August
trading on AIM 2017
---------------------------------- ----------
Last day for Company to register 24 August
transfers on a pre-Consolidation 2017
basis (Record Date 5pm (BST))
---------------------------------- ----------
Post-Consolidation trading starts 25 August
on AIM 2017
---------------------------------- ----------
Consolidation is effected on 25 August
the Australian share and UK 2017
Depositary Interest registers
---------------------------------- ----------
Admission
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM ("Admission"). Admission is expected on
or around 25 August 2017. The Company will make a further
announcement in relation to total voting rights once the final
number of New Ordinary Shares is calculated and confirmed at the
record date.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014
("MAR").
For further information please contact:
Scotgold Resources Stockdale Securities Capital Markets Smaller Company
Limited Limited Consultants Capital
Ltd
------------------- --------------------- ----------------- ----------------
Richard Gray Robert Finlay/ Simon Rothschild Rupert Williams
- CEO Ed Thomas
------------------- --------------------- ----------------- ----------------
Tel: +44 (0)1838 Tel: +44 (0)20 Tel +44 (0)7703 Tel: +44
400 306 7601 6100 167 065 (0)20 3651
2911
------------------- --------------------- ----------------- ----------------
This information is provided by RNS
The company news service from the London Stock Exchange
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