Serabi Gold plc Serabi Gold Plc : Results Of Annual General Meeting, Capital Reorganisation
June 14 2018 - 12:15PM
UK Regulatory
TIDMSRB
For immediate release
14 June 2018
Serabi Gold Plc
("Serabi" or the "Company")
Results of Annual General Meeting
Capital Reorganisation
Serabi Gold plc (AIM:SRB, TSX:SBI), the Brazilian focused gold mining
and development company, announces that at the Annual General Meeting of
the Company held on 14 June 2018 (the "Meeting"), shareholders approved
all the ordinary and special resolutions proposed in the notice of
meeting dated 14 May 2018 (the "Notice").
The voting was determined by a poll and the results in respect of each
resolution were as follows:
VOTES VOTES VOTES % of VOTES
FOR AGAINST TOTAL ISC* WITHHELD
RESOLUTION (000's) % (000's) % (000's) VOTED (000's)
1. Approval of the Directors' Report and Financial
Statements for the year ended 31 December 2017. 884,743,346 99.99% 92,291 0.01% 884,835,637 75.29% 44,396
2. Re-election of Clive Line as a Director. 862,483,294 99.99% 66,074 0.01% 862,549,368 73.39% 17,647,937
3. Re-election of Mel Williams as a Director. 862,412,709 99.99% 66,659 0.01% 862,479,368 73.38% 17,717,937
4. Re-election of Felipe Swett as a Director. 862,412,709 99.98% 136,659 0.02% 862,549,368 73.39% 17,647,937
5. Re-election of Mark Sawyer as a Director. 880,072,209 99.99% 67,159 0.01% 880,139,368 74.89% 57,937
6 Re-appointment of BDO LLP as auditors of the Company. 884,823,208 100.00% 10,100 0.00% 884,833,308 75.29% 45,725
7. That every 20 existing ordinary shares of 0.5 pence
be consolidated into one new ordinary share of 10
pence each. 884,742,629 99.99% 103,649 0.01% 884,846,278 75.29% 32,755
8. That the Directors be authorised to allot equity
securities up to a nominal value of GBP2,000,000. 862,424,190 97.99% 17,722,719 2.01% 880,146,909 74.89% 50,396
9. That the Directors be authorised to allot equity
securities for cash up to a nominal value of GBP2,000,000. 747,914,190 84.98% 132,222,719 15.02% 880,136,909 74.89% 60,396
* ISC - Issued Share Capital
Capital Reorganisation
Following the approval of shareholders that the existing ordinary shares
with a par value of 0.5 pence each ("Existing Ordinary Shares") be
consolidated on the basis of 20 Existing Shares for one new ordinary
share with a par value of 10 pence each ("New Ordinary Shares"), the
Company will now make arrangements with its registrars, Computershare
Investor Services Limited (in the UK) and Computershare Trust Company
(in Canada) to give effect to this Capital Reorganisation.
The Capital Reorganisation is expected to become effective immediately
following the close of business on 19 June 2018. The New Ordinary Shares
arising on implementation of the Capital Reorganisation will have the
same rights as the Existing Ordinary Shares, including voting and other
rights.
Admission of the New Ordinary Shares to AIM and implications for
shareholders holding shares through the UK share register
Application has been made for the New Ordinary Shares to be admitted to
trading on AIM in place of the Existing Ordinary Shares with effect from
8:00 am on 20 June 2018 ("Admission").
Shareholders who hold Existing Ordinary Shares in uncertificated form
will have such shares disabled at 6.00pm on 19 June 2018, and their
CREST accounts will be credited with the New Ordinary Shares following
Admission.
Following the Capital Reorganisation, existing share certificates will
cease to be valid and new share certificates are expected to be
dispatched to those Shareholders who hold their Existing Ordinary Shares
in certificated form on or around 14 days after Admission.
Listing of the New Ordinary Shares on the TSX and implications for
shareholders holding shares through the Canadian share register
The opening trading date for the New Ordinary Shares on the TSX will
also be June 20, 2018.
The Company has sent letters of transmittal to shareholders that hold
their shares through the Canadian share register for use in transmitting
their share certificates to the Corporation's Canadian registrar and
transfer agent, Computershare Investor Services Inc., in exchange for
new certificates representing the number of New Ordinary Shares to which
such shareholder is entitled as a result of the Consolidation.
Shareholders are encouraged to follow the instructions contained on the
letter of transmittal in order to receive the New Ordinary Shares to
which they are entitled following the completion of the Consolidation.
In order to receive certificates representing New Ordinary Shares issued
pursuant to the Consolidation, shareholders must deliver to
Computershare Investor Services Inc. (i) their certificates representing
Ordinary Shares; (ii) a duly completed letter of transmittal; and (iii)
such other documents as Computershare Investor Services Inc. may
require. Upon return of a properly completed letter of transmittal,
together with certificates representing Ordinary Shares and such other
information as requested by Computershare Investor Services Inc.,
certificates for the appropriate number of New Ordinary Shares will be
distributed without charge.
Certificates for the New Ordinary Shares issued to a shareholder who
provides the appropriate documentation described above, shall be
registered in such name or names and will be delivered to such address
or addresses as such holder may direct in the letter of transmittal as
soon as practicable after the receipt by Computershare Investor Services
Inc. of the required documents.
No delivery of a certificate evidencing a New Ordinary Share to a
shareholder will be made until the shareholder has surrendered its
current issued certificates. Until surrendered, each certificate
formerly representing old Ordinary Shares shall be deemed for all
purposes to represent the number of New Ordinary Shares to which the
holder is entitled as a result of the Consolidation.
Shareholders are requested to refer to the Notice to familairise
themselves with the full details of the Capital Reorganisation and what,
if any, action they need to take. A copy of the Notice can be accessed
using the following link - https://bit.ly/2wBJMGZ
Statistics relating to the Capital Reorganisation
Total number of Existing Ordinary Shares in issue
immediately prior to the Capital Reorganisation (Note
1) 1,175,281,440
Total number of New Ordinary Shares in issue following
the Capital Reorganisation 58,764,072
ISIN code for the New Ordinary Shares GB00BG5NDX91
SEDOL for the New Ordinary Shares BG5NDX9
Existing Company's Tradable Instrument Display Mnemonic SRB - AIM
("TIDM") (unchanged) SBI - TSX
Note 1:
As set out in the Notice, in anticipation of the Resolutions being
passed by the Shareholders, the Company immediately prior to the Meeting
issued a further six Existing Ordinary Shares to the Company Secretary
(Clive Line, a director of the Company) so as to result in the total
number of Existing Ordinary Shares in issue being exactly divisible by
20. These additional shares represent only a fraction of a New Ordinary
Share, and that fraction will therefore be aggregated with any other
fractions and sold pursuant to the arrangement for fractional
entitlements for the benefit of the Company. As a consequence, Clive
Line's interest in the share capital of the Company on completion of the
Capital Reorganisation is unchanged and no application to AIM will be
made in respect of these six additional shares.
Total Voting Rights
With effect from Admission, the Company's issued share capital will
comprise 58,764,072 New Ordinary Shares with each share carrying the
right to one vote. There are no shares held in treasury. The total
number of voting rights in the Company will therefore be 58,764,072 and
this figure may be used by shareholders as the denominator for the
calculations by which they determine if they are required to notify
their interest in, or a change to their interest in, the Company under
the FCA's Disclosure and Transparency Rules.
Enquiries:
Serabi Gold plc
Michael Hodgson Tel: +44 (0)20 7246 6830
Chief Executive Mobile: +44 (0)7799 473621
Clive Line Tel: +44 (0)20 7246 6830
Finance Director Mobile: +44 (0)7710 151692
Email: contact@serabigold.com
Website: www.serabigold.com
Beaumont Cornish Limited
Nominated Adviser
Roland Cornish Tel: +44 (0)20 7628 3396
Michael Cornish Tel: +44 (0)20 7628 3396
Peel Hunt LLP
UK Broker
Ross Allister Tel: +44 (0)20 7418 9000
James Bavister Tel: +44 (0)20 7418 9000
Blytheweigh
Public Relations
Tim Blythe Tel: +44 (0)20 7138 3204
Camilla Horsfall Tel: +44 (0)20 7138 3224
Copies of this release are available from the Company's website at
www.serabigold.com.
Neither the Toronto Stock Exchange, nor any other securities regulatory
authority, has approved or disapproved of the contents of this news
release.S
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Serabi Gold plc via Globenewswire
http://www.serabigold.com
(END) Dow Jones Newswires
June 14, 2018 12:15 ET (16:15 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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