TIDMTYM
RNS Number : 7660A
Tertiary Minerals PLC
28 March 2017
28 March 2017
Tertiary Minerals plc ("Tertiary" or "the Company")
Proposed Subdivision of Share Capital
and
Notice of General Meeting
Tertiary Minerals plc, the AIM traded company building a
strategic position in the fluorspar sector, announces that a
General Meeting will be held on Thursday 13 April 2017 at 9.00 a.m.
at Silk Point, Queens Avenue, Macclesfield, Cheshire, SK10 2BB. The
Company is calling the General Meeting to propose the subdivision
of its Existing Ordinary Shares ("subdivision") and accompanying
proposed amendments to its Articles of Association.
Proposed Subdivision of Ordinary Shares
The Company is not permitted by law to issue Ordinary Shares at
an issue price which is below their nominal value, currently 1
pence per Ordinary Share. In order to enable the Company to issue
shares in the future at an issue price which exceeds their nominal
value the Company is proposing to complete a subdivision of the
ordinary share capital of the Company. Each of the Existing
Ordinary Shares will be subdivided into 1 New Ordinary Share of
0.01 pence each and 1 Deferred Share of 0.99 pence each.
The Division of Capital will not of itself affect the value of
the shares held by shareholders. After the Division of Capital,
there will be the same number of New Ordinary Shares in issue as
there are Existing Ordinary Shares in issue and therefore
shareholders will not be diluted unless a further equity
fundraising is completed by the Company.
The New Ordinary Shares will have the same rights as those
currently accruing to the Existing Ordinary Shares in issue under
the Articles of Association of the Company, including those
relating to voting and entitlement to dividends. New share
certificates for New Ordinary Shares will not be issued and the
existing certificates will remain valid.
The Deferred Shares will have no significant rights attached to
them and carry no right to vote or participate in distribution of
surplus assets and will not be admitted to trading on the AIM
market of the London Stock Exchange plc. The Deferred Shares will
effectively carry no value.
Key text from the shareholder Circular and Notice of General
Meeting follows in the appendix below and full details are now
available, together with the related Form of Proxy, for download on
the Company's website at the following URL:
http://www.tertiaryminerals.com/investor-media/aim-rule-26 under
the Company Documents section.
This Circular and Notice of General Meeting will be posted to
shareholders today.
Timetable of Principal Events
Publication of Circular and Tuesday 28 March
Notice of General Meeting 2017
---------------------------------- -------------------------
Latest time and date for receipt 9.00 a.m. Tuesday
of Form of Proxy 11 April 2017
---------------------------------- -------------------------
General Meeting 9.00 a.m. Thursday
13 April 2017
---------------------------------- -------------------------
Record Date 6.00 p.m. Thursday
13 April 2017
---------------------------------- -------------------------
Effective time of the share 8.00 a.m. Tuesday
subdivision and New Ordinary 18 April 2017
Shares admitted to trading
---------------------------------- -------------------------
Enquiries
Tertiary Minerals plc
Richard Clemmey, Managing
Director
Patrick Cheetham, Executive
Chairman +44 (0) 1625 838 679
SP Angel Corporate Finance
LLP
Nominated Adviser & Joint
Broker
Ewan Leggat/Lindsay Mair +44 (0) 20 3470 0470
Beaufort Securities Ltd
Joint Broker
Elliot Hance +44 (0)20 7382 8300
Notes to Editors
Tertiary Minerals plc (ticker symbol 'TYM') is an AIM-traded
mineral exploration and development company building a significant
strategic position in the fluorspar sector. Fluorspar is an
essential raw material in the chemical, steel and aluminium
industries. Tertiary controls two significant Scandinavian projects
(Storuman in Sweden and Lassedalen in Norway) and a large deposit
of strategic significance in Nevada, USA (MB Project).
Appendix - Key Text from the Shareholder Circular and Notice of
General Meeting
Part I - Letter from the Chairman
Dear Shareholder,
Proposed subdivision of share capital of the Company and Notice
of General Meeting
1. GENERAL MEETING
I am writing to you with details of a General Meeting which we
are holding on Thursday 13 April 2017 at 9.00 a.m. at Silk Point,
Queens Avenue, Macclesfield, Cheshire, SK10 2BB. The notice
convening the General Meeting and the resolutions being proposed
are set out at the end of this document. I would like to take this
opportunity to explain to you the effect of the Resolutions, which
the Board will be asking you to consider at the General
Meeting.
2. RESOLUTIONS TO BE PROPOSED
Resolutions 1 and 2 will be proposed as ordinary resolutions,
requiring a simple majority (that is over 50%) of those voting in
person or by proxy to vote in favour.
Resolutions 3 and 4 will be proposed as special resolutions,
requiring a majority of not less than 75% of those voting in person
or by proxy to vote in favour.
Resolution 1 - Division of Capital
The Company presently has 267,076,933 ordinary shares of 1 pence
each in issue. The mid-market price of the Existing Ordinary Shares
as at 24 March 2017 (being the latest practicable date prior to
publication of this Circular) is 0.875p per Existing Ordinary
Share. As the Company is not permitted by law to issue shares at an
issue price which is below their nominal value, it is unable, in
the present climate, to raise money by way of a fresh issue of new
ordinary shares of 1p each due to the fact that the market price of
the Existing Ordinary Shares is below their nominal value. In order
to enable the Company to issue shares in the future at an issue
price which exceeds their nominal value, shareholder approval is
being sought to complete a subdivision of the ordinary share
capital of the Company. Each of the Existing Ordinary Shares will
be subdivided into 1 New Ordinary Share and 1 Deferred Share.
The Deferred Shares will have no significant rights attached to
them and carry no right to vote or participate in a distribution of
surplus assets and will not be admitted to trading on the AIM
market of the London Stock Exchange plc. The Deferred Shares will
effectively carry no value.
The Division of Capital will not of itself affect the value of
your shareholding. After the Division of Capital, there will be the
same number of New Ordinary Shares in issue as there are Existing
Ordinary Shares in issue and therefore your current shareholding
will not be diluted unless a further equity fundraising is
completed by the Company.
The New Ordinary Shares will have the same rights as those
currently accruing to the Existing Ordinary Shares in issue under
the Articles of Association of the Company, including those
relating to voting and entitlement to dividends. You will not be
issued with a new share certificate for your New Ordinary Shares
and the existing one will remain valid.
Holders of options or warrants over Existing Ordinary Shares
will maintain the same rights as currently accruing to them and
will not be issued with new warrant or option certificates.
The passing of Resolution 1 will be subject to and conditional
on the passing of Resolution 4.
Resolution 2 - Authority to allot shares
It is proposed that the existing authority to allot share
capital be replaced. Under the existing authority, passed at the
Annual General Meeting held on 31 January 2017, the Directors are
generally and unconditionally authorised to allot shares in the
Company or grant rights to subscribe for or to convert any security
into shares in the Company ("Rights") up to an aggregate nominal
amount of GBP3,000,000 (consisting of 300,000,000 Existing Ordinary
Shares).
An ordinary resolution will be proposed to give the Directors
new authority to allot share capital in the Company in accordance
with section 551 of the Act. The authority will authorise the
Directors to allot a reduced aggregate nominal amount of GBP30,000
(consisting of 300,000,000 New Ordinary Shares).
The reason why the Directors are proposing to replace the
existing authority to allot share capital is to make sure the
maximum potential level of dilution under the existing authorities
does not increase following the Division of Capital.
If given, this authority is in substitution for all previous
authorities conferred on the Directors in accordance with section
551 of the Act and the authority will expire at the conclusion of
the Annual General Meeting to be held in 2018.
The passing of Resolution 2 will be subject to and conditional
on the passing of Resolutions 1 and 4.
Resolution 3 - Disapplication of statutory pre-emption
rights
Resolution 3 is proposed pursuant to section 570 of the Act to
give the Directors authority to issue as if section 561 of the 2006
Act (shareholders rights of pre-emption) did not apply to such
issue and it proposed that, If passed, the authority granted by
Resolution 3 will replace the existing authority granted at the
Annual General Meeting held on 31 January 2017.
Resolution 3 will, if passed, authorise the Directors to allot
shares or grant rights over shares of the Company where they
propose to do so for cash and otherwise than to existing
shareholders pro rata to their holdings, for example through a
placement of shares.
The passing of Resolution 3 will be subject to and conditional
on the passing of Resolutions 1, 2 and 4.
If given, this authority is in substitution for all previous
authorities conferred on the Directors in accordance with section
570 of the Act and the authority will expire at the conclusion of
the Annual General Meeting to be held in 2018.
Resolution 4 - Amendments to the Articles
Resolution 4 will be proposed, subject to the passing of
Resolution 1 to amend the Articles to create the new Deferred
Shares and to set out the rights pertaining thereto relative to the
New Ordinary Shares.
The details of the amendment are set out in Resolution 4 in the
Notice.
Resolution 4 is conditional upon the passing Resolution 1.
A copy of the New Articles will be available on request from the
Company Secretary and will be available for inspection throughout
the General Meeting.
3. ACTION TO BE TAKEN
Shareholders will find enclosed with this document a Form of
Proxy for the General Meeting. Whether or not you intend to be
present at the meeting, you are invited to complete, sign and
return the Form of Proxy in accordance with the instructions
printed on it. The Form of Proxy should be returned to Capita Asset
Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon
as possible and, in any event, so as to arrive not later than 9.00
a.m. on Tuesday 11 April 2017.
4. RECOMMATION
At this stage in its development the Company relies on raising
funds from the equity markets through the issue of shares and
unless the proposed resolutions are put in place the Company will
not be in a position to continue to raise funds to continue its
activities. The Directors therefore recommend that you vote in
favour of the Resolutions, as they intend to do in respect of their
own shareholdings, which in aggregate amount to 14,301,032 Existing
Ordinary Shares 5.35% of the entire issued Existing Ordinary Shares
of the Company as at 24 March 2017 (being the latest practicable
date prior to publication of this document).
Yours faithfully,
Patrick Cheetham
Executive Chairman
Part II - Notice of General Meeting
Notice is hereby given that a General Meeting of the Company
will be held on Thursday 13 April 2017 at 9.00 a.m. at Silk Point,
Queens Avenue, Macclesfield, Cheshire, SK10 2BB for the purpose of
considering and, if thought fit, passing the following resolutions
of which Resolutions 1 and 2 will be proposed as ordinary
resolutions and Resolutions 3 and 4 will be proposed as special
resolutions:
Ordinary Resolutions
Resolution 1
THAT, subject to the passing of Resolution 4, the issued share
capital of the Company be subdivided such that each existing
ordinary share of 1 pence in the capital of the Company ("Existing
Ordinary Share") be sub divided into one ordinary share of 0.01p
("New Ordinary Share") and one Deferred Share of 0.99p ("Deferred
Share").
Resolution 2
THAT, subject to the passing of Resolutions 1 and 4, and in
accordance with section 551 of the Companies Act 2006 ("2006 Act"),
the directors of the Company ("Directors") be generally and
unconditionally authorised to allot shares in the Company or grant
rights to subscribe for or to convert any security into shares in
the Company ("Rights") up to an aggregate nominal amount of
GBP30,000 (consisting of 300,000,000 New Ordinary Shares, resulting
from the subdivision described in Resolution 1) provided that this
authority shall, unless renewed, varied or revoked by the Company,
expire at the end of the next Annual General Meeting of the Company
to be held after the date on which this resolution is passed, save
that the Company may, before such expiry, make an offer or
agreement which would or might require shares to be allotted or
rights to be granted and the Directors may allot shares or grant
rights in pursuance of such offer or agreement notwithstanding that
the authority conferred by this resolution has expired.
This authority is in substitution for all previous authorities
conferred on the Directors in accordance with section 551 of the
2006 Act.
Special Resolutions
Resolution 3
THAT, subject to the passing of Resolutions 1, 2 and 4, the
Directors be given the general power to allot equity securities (as
defined by section 560 of the 2006 Act) for cash, either pursuant
to the authority conferred by Resolution 2 or by way of a sale of
treasury shares, as if section 561(1) of the 2006 Act did not apply
to any such allotment, provided that this power shall be limited
to:
a) the allotment of equity securities in connection with an
offer by way of a rights issue to the holders of New Ordinary
Shares in proportion (as nearly as may be practicable) to their
respective holdings but subject to such exclusions or other
arrangements as the Board may deem necessary or expedient in
relation to treasury shares, fractional entitlements, record dates,
legal or practical problems in or under the laws of any territory
or the requirements of any regulatory body or stock exchange;
and
b) the allotment (otherwise than pursuant to paragraph (a)
above) of equity securities up to an aggregate nominal amount of
GBP30,000 (consisting of 300,000,000 New Ordinary Shares of 0.01p
each).
The power granted by this resolution will expire on the
conclusion of the Company's next Annual General Meeting (unless
renewed, varied or revoked by the Company prior to or on such date)
save that the Company may, before such expiry, make offers or
agreements which would or might require equity securities to be
allotted after such expiry and the Directors may allot equity
securities in pursuance of any such offer or agreement
notwithstanding that the power conferred by this resolution has
expired.
This resolution revokes and replaces all unexercised powers
previously granted to the Directors to allot equity securities as
if section 561(1) of the 2006 Act did not apply but without
prejudice to any allotment of equity securities already made or
agreed to be made pursuant to such authorities.
Resolution 4
THAT, subject to the passing of Resolution 1, the Articles of
Association of the Company be amended by the insertion of the
following provisions and the making of additional nonmaterial
consequential amendments :
a) by the insertion of the following new definitions:
"Deferred Shares" deferred shares of 0.99p each in the capital
of the Company, having the rights set out in these Articles.
and
"Ordinary Shares" ordinary shares of 0.01p in the capital of the
Company, having the rights set out in these Articles.
b) by the insertion of the following new clauses 5, 6 and 7
immediately before the existing article 4 (Share rights and
variation of rights) (and the renumbering of existing articles 4 to
45 accordingly):
5. SHARE CAPITAL
The share capital of the Company is divided into Ordinary Shares
and Deferred Shares, each having the rights set out in these
Articles.
6. ORDINARY SHARES
6.1 The Ordinary Shares shall have attached to them the
following rights and restrictions:
6.1.1 As regards income
The Ordinary Shares shall confer on the holders thereof the
right to receive (in proportion to the number of such Ordinary
Shares held by each of them) any dividend which the Company
resolves to distribute.
6.1.2 As regards voting
6.1.2.1 On a show of hands at a general meeting every holder of
Ordinary Shares who (being an individual) is present in person or
by one or more proxies or (being a corporation) is present by one
or more duly authorised representatives or proxies, shall have one
vote; and
6.1.2.2 On a vote on a resolution on a poll taken at a general
meeting every holder of Ordinary Shares shall have one vote for
each Ordinary Share held.
6.1.3 As regards capital
Subject to any payment to be made to the holders of the Deferred
Shares in accordance with Article 7.1.3 on a return of capital
whether on liquidation or reduction of capital or otherwise the
assets of the Company remaining after the payment of its
liabilities shall be paid to the holders of the Ordinary Shares (in
proportion to the number of such Ordinary Shares held by each of
them).
7. DEFERRED SHARES
7.1 The Deferred Shares shall have attached to them the
following rights and restrictions:
7.1.1 As regards income
The Deferred Shares shall not entitle the holders thereof to
receive any dividend or other distribution;
7.1.2 As regards voting
The Deferred Shares shall not entitle the holders thereof to
receive notice of or to attend or vote at any General Meeting of
the Company;
7.1.3 As regards capital
On return of capital on a winding up the holders of the Deferred
Shares shall only be entitled to receive the amount paid up on such
shares after the holders of the Ordinary Shares have received the
sum of 0.01p for each Ordinary Share held by them and shall have no
other right to participate in the assets of the Company;
7.1.4 As regards transfer
The Company is authorised at any time:
7.1.4.1 to appoint a person to execute on behalf of the holders
of the Deferred Shares a transfer thereof and/or an agreement to
transfer the same, without making any payment to the holders
thereof and persons so entitled, to such persons as the Company may
determine as holder thereof beneficially entitled thereto; and
7.1.4.2 pending any such transfer not to issue certificates for
the Deferred Shares;
7.1.5 As regards variation of rights
Neither:
7.1.5.1 the passing by the Company of any resolution for a
reduction of capital involving the cancellation of the Deferred
Shares without any repayment of capital in respect thereof, or a
reduction of share premium account, or the obtaining by the Company
or the making by the court of an order confirming any such
reduction of capital or share premium account of the making
effective of such order; nor
7.1.5.2 the purchase by the Company in accordance with the
provisions of the Acts of any of its own shares or other securities
or the passing of a resolution to permit any such purchase, shall
constitute a modification, variation or abrogation of the rights
attaching to the Deferred Shares and accordingly the Deferred
Shares may at any time be cancelled for no consideration by means
of a reduction in capital or purchased by the Company, at its
option at any time, in accordance with the provisions of the Acts,
without making any payment to the holder thereof and without
recourse to the holder, and to cancel the same without making any
payment to or obtaining the sanction of the holder or holders
thereof The Company may, at its option at any time, purchase all or
any of the Deferred Shares then in issue, at a price not exceeding
GBP1 in aggregate;
7.1.6 As regards further issues
The rights conferred by the Deferred Shares shall not be varied
or abrogated by the creation or issue of further shares ranking
pari passu with or in priority to the Deferred Shares."
(c) To delete all references to the Companies Act 1985 make
reference exclusively to the 2006 Act
(d) the existing definition of "Regulations" be replaced in its
entirety with the following definition:
"Regulations" the Uncertificated Securities Regulations 2001 (SI
2001 No. 2001/3755) (as amended from time to time) and "Regulation"
shall refer to a specific provision of the Regulations.
As a member of the Company you are entitled to appoint a proxy
to exercise all or any of your rights to attend, speak and vote at
a general meeting of the Company. Please refer to the Notes on the
reverse of the Form of Proxy.
Dated: 28 March 2017
By order of the Board
C D T Fitch
Company Secretary
Part III - Definitions
Act Companies Act 2006 (as amended)
Articles the articles of association of
the Company as at the date of
this document
Company or Tertiary Tertiary Minerals plc, registered
in England & Wales with company
number 03821411
Deferred Shares deferred shares of 0.99 pence
each in the capital of Company
resulting from the Division of
Capital
Directors or the directors of the Company
Board from time to time
Division of Capital the subdivision of the existing
share capital of the Company
such that each Existing Ordinary
Share is sub divided into one
New Ordinary Share and one Deferred
Share
Existing Ordinary ordinary shares of 1 pence each
Shares in the capital of Company
General Meeting the General Meeting of the Company
to be held at 9.00 a.m. on 13
April 2017
New Articles The proposed new Articles of
Association to be adopted in
the event that Resolution 4 set
out in the notice is passed at
the General Meeting
New Ordinary ordinary shares of 0.01 pence
Shares each in the capital of Company
resulting from the Division of
Capital
Notice the notice of General Meeting
Record Date 6.00 p.m. Thursday 13 April 2017
- being the record date and time
for the purpose of calculation
Resolutions The resolutions to be proposed
at the General Meeting as set
out in the Notice
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUWAARBVAOUAR
(END) Dow Jones Newswires
March 28, 2017 09:00 ET (13:00 GMT)
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