TIDMGCM
RNS Number : 5273N
GCM Resources PLC
01 February 2021
1 February 2021
GCM Resources plc
("GCM" or the "Company")
Notice of AGM and Capital Reorganisation
GCM Resources plc (LON: GCM), an AIM quoted mining and energy
company , is pleased to announce that it has today posted a
Circular to Shareholders ("the Circular") including a proposed
capital reorganisation and Notice of Annual General Meeting
("AGM").
The AGM will be held at 10.00 a.m. on 25 February 2021. Whilst,
in normal circumstances, the Board values very highly the
opportunity to meet shareholders in person, due to the ongoing
COVID-19 pandemic, the AGM will be held virtually as a closed
meeting with a minimum number of directors and shareholders
present, such that the legal requirement to hold a quorate meeting
will be satisfied; and no other shareholders will be permitted to
access, attend or participate either in person or virtually.
Shareholders are accordingly strongly urged to appoint the
Chairman of the AGM (rather than their own choice of person) as
their proxy as this is the only way to ensure their vote is
counted. Shareholders may submit questions relating to the business
to be dealt with at the Annual General Meeting by emailing
agm@gcmplc.com at least 48 hours prior to the meeting. The Company
will endeavour to publish these questions and the Company's
responses on its website (www.gcmplc.com) as soon as practicable
after the meeting.
A copy of the Circular will be posted to shareholders today and
is available on the Company's website:
http://www.gcmplc.com/corporate/corporate-governance
An extract from the Chairman's Letter in the Circular is set out
below.
All capitalised terms used throughout this announcement shall
have the meanings given to such terms in the Definitions section of
this announcement and as defined in the Circular.
1. INTRODUCTION
The Company has today announced the convening of its 2020 Annual
General Meeting to propose resolutions relating to ordinary
business (including a resolution to authorise the Company to make
own share purchases) and in addition, resolutions to enable the
Board to allot shares and to do so for cash on a non-pre-emptive
basis (the "Resolutions"). A notice convening the Annual General
Meeting to be held as a virtual meeting at 10.00 a.m. on Thursday
25 February 2021 is enclosed with this letter. This document
explains the background to and reasons for the Resolutions being
proposed at the AGM.
The Company also announced earlier today proposals to undertake
a Capital Reorganisation to ensure that the Company may raise funds
through the issue of New Ordinary Shares in the Company. Further
details of the Capital Reorganisation are set out below.
As a consequence of the current COVID-19 restrictions imposed by
the UK Government, shareholders will not be permitted to attend the
Annual General Meeting and will only be able to vote by proxy. This
year, only the Chairman of the Meeting may be appointed as a proxy.
Shareholders are strongly encouraged to submit their votes by proxy
as soon as possible and in any event so as to be received no later
than 10.00 a.m. on Tuesday 23 February 2021. Voting at the Annual
General Meeting will be carried out by way of poll so that votes
cast in advance and the votes of all shareholders appointing the
Chairman of the Annual General Meeting as their proxy can be taken
into account.
The Board understands that the Annual General Meeting also
serves as a forum for shareholders to raise questions and comments.
If shareholders do have any questions or comments relating to the
business of the meeting that they would like to ask the Board, they
are asked to submit those questions in writing via email to
agm@gcmplc.com by no later than 6.00 p.m. on Monday 22 February
2021. These questions will be posed to the Board and the Directors'
responses will be uploaded to the website at www.gcmplc.com later
on the day of the AGM.
2. BACKGROUND TO AND REASONS FOR THE CAPITAL REORGANISATION
The Company's Shares are currently trading on AIM at or around
the present nominal value of the Existing Ordinary Shares. English
company law prohibits a company from issuing shares at a discount
to the nominal or par value of its shares. Therefore, in order to
ensure that the Company may carry out fundraising in the future, it
is necessary to reduce the nominal value of the Company's Existing
Ordinary Shares which may also assist in reducing volatility. The
Directors therefore propose to effect a Capital Reorganisation on
the following basis:
-- each of the Existing Ordinary Shares of 10 p each will be
subdivided into and reclassified as one New Ordinary Share and one
Deferred A Share;
-- each New Ordinary Share is an ordinary share in the capital
of the Company with a nominal value of 1p each and having those
rights set out in the New Articles (and defined below);
-- each Deferred A Share is a deferred share in the capital of
the Company with a nominal value of 9p each and having those rights
set out in the New Articles (and defined below); and
-- adoption of amended articles of association (the "New
Articles").
3. THE NEW ARTICLES
The Company's current articles of association were adopted by
the Company on 7 December 2009 (the "Articles"). The proposed
Capital Reorganisation will necessitate certain alterations to the
Articles. Adoption of the New Articles forms part of the proposed
Resolution 8 and the alterations, including establishing the
Deferred A Shares and setting out the limited rights proposed for
the Deferred A Shares, are reflected in the draft New Articles.
The New Ordinary Shares created upon implementation of the
Capital Reorganisation will have the same rights as the Existing
Ordinary Shares including voting, dividend, return of capital and
other rights.
The Deferred A Shares will not have any voting rights and will
not carry any entitlement to attended general meetings of the
Company; nor will they be admitted to AIM or any other market. They
will carry only a priority right to participate in any return of
capital to the extent of GBP1 in aggregate over the class. In
addition, they will carry only a priority right to participate in
any dividend or other distribution to the extent of GBP1 in
aggregate over the class. In each case a payment to any one holder
of Deferred A Shares shall satisfy the payment required. The
Company will be authorised at any time to effect a transfer of the
Deferred A Shares without reference to the holders thereof and for
no consideration pursuant to and in accordance with the Act.
Accordingly, the Deferred A Shares will, for all practical
purposes, be valueless and it is the Board's intention, at an
appropriate time, to have the Deferred A Shares cancelled, whether
through an application to the Companies Court or otherwise in
accordance with the Act.
The draft New Articles proposed, along with a set highlighting
the alterations and comparing the new draft with the Articles, are
available for inspection by Shareholders until the conclusion of
the Annual General Meeting on the Company's website,
http://www.gcmplc.com/.
4. CAPITAL REORGANISATION
It is proposed that each Existing Ordinary Share of 10 pence
each in the capital of the Company to be subdivided into 1 New
Ordinary Share of 1 pence each and 1 Deferred A Share of 9 pence
each. This will result in 118,581,630 New Ordinary Shares and
118,581,630 Deferred A Shares being in issue immediately following
the Capital Reorganisation.
5. EFFECTS OF THE CAPITAL REORGANISATION
For purely illustrative purposes, examples of the effects of the
proposed Capital Reorganisation (should it be approved by
Shareholders) are set out below:
Number of Existing Ordinary Number of New Ordinary Number of Deferred A
Shares held by a Shareholder Shares following the Shares following the
prior to the Capital Capital Reorganisation Capital Reorganisation
Reorganisation
99 99 99
------------------------ ------------------------
100 100 100
------------------------ ------------------------
1,000 1,000 1,000
------------------------ ------------------------
6. ADMISSION OF THE NEW ORDINARY SHARES
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM in place of the Existing Ordinary
Shares. It is expected that Admission will become effective and
that dealings in the New Ordinary Shares will commence on 26
February 2021.
The ISIN in respect of the Existing Ordinary Shares remain
unchanged in respect of the New Ordinary Shares.
Shareholders who hold Existing Ordinary Shares in uncertificated
form will have such shares disabled in their CREST accounts on the
Record Date and their CREST accounts will be credited with the New
Ordinary Shares. Following Admission, which is expected to take
place on 26 February 2021.
Following the Capital Reorganisation, existing share
certificates will continue to be valid. No share certificates will
be issued in respect of the Deferred A Shares.
The Notice set out at the end of the document contains all the
Resolutions, including resolution 8 to approve the proposed Capital
Reorganisation.
This announcement contains inside information as defined in
Article 7 of the EU Market Abuse Regulation No 596/2014 and has
been announced in accordance with the Company's obligations under
Article 17 of that Regulation.
For further information:
GCM Resources plc WH Ireland Ltd
Keith Fulton James Joyce
Finance Director James Sinclair-Ford
+44 (0) 20 7290 1630 +44 (0) 20 7220 1666
GCM Resources plc
Tel: +44 (0) 20 7290 1630
info@gcmplc.com; www.gcmplc.com
About GCM Resources
GCM Resources plc (LON: GCM), an AIM listed mining and energy
company, has identified a high-quality coal resource of 572 million
tonnes (JORC 2004 compliant) at the Phulbari Coal and Power Project
(the "Project") in north-west Bangladesh.
Utilising the latest highly energy efficient power generating
technology, the Phulbari coal mine is capable of supporting power
plants of up to 6,000MW. GCM is awaiting approval from the
Government of Bangladesh to develop the Project. The Company has a
strategy of combining the Company's mine proposal with up to
6,000MW of power generation, together with credible,
internationally recognised strategic partners. GCM aims to deliver
a practical power solution to provide the cheapest coal-fired
electricity in the country, in a manner amenable to the Government
of Bangladesh.
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