TIDMXTR
RNS Number : 4418G
Xtract Resources plc
30 May 2017
For immediate release
30 May 2017
Xtract Resources Plc
("Xtract" or the "Company")
Notice of Annual General Meeting
Proposed Share Consolidation
The Board of Xtract Resources Plc ("Xtract" or the "Company")
announces that the notice of annual general meeting ("Notice") has
been posted to shareholders and will be available from the
Company's website www.xtractresources.com. The AGM will be held at
the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG
on 22 June 2017 at 12:00 noon for the purpose of considering, and
if thought fit, passing the following resolutions of which
resolutions 1 to 4 and resolution 6 will be proposed as ordinary
resolutions and resolution 5 will be proposed as a special
resolution.
Ordinary Business
Resolution 1
To receive and adopt the directors' report and financial
statements for the year ended 31 December 2016, together with the
auditors' report thereon.
Resolution 2
To re-elect Mr. J Silberstein as a director of the Company who
retires by rotation and offers himself for re-election.
Resolution 3
To appoint Chapman Davis LLP as auditors of the Company to hold
office until the conclusion of the next Annual General Meeting at
which accounts are laid before the Company and to authorise the
directors to determine their remuneration.
Resolution 4
That for the purposes of section 551 of the Companies Act 2006
("the Act"), the directors of the Company be and are hereby
generally and unconditionally authorised (in substitution for any
and all authorities previously conferred upon the directors for the
purposes of section 551 of the Act, but without prejudice to any
allotments made pursuant to the terms of such authorities) to
exercise all powers of the Company to issue and allot or grant
equity securities (within the meaning of section 560 of the Act) up
to an aggregate nominal amount of GBP36,903.108 provided that this
authority shall expire (unless previously renewed, varied or
revoked by the Company in general meeting) at the earlier of the
conclusion of the next Annual General Meeting of the Company or 30
June 2018 save that the Company may before such expiry make an
offer or agreement, which would or might require equity to be
allotted after such expiry and the directors of the Company may
allot equity securities in pursuance of such an offer or agreement
as if the authority conferred hereby had not expired.
Special Business
Resolution 5
That, subject to and conditional upon the passing of resolution
4 above, the directors of the Company be and hereby empowered
pursuant to section 570 of the Companies Act 2006 ("the Act") to
allot equity securities (within the meaning of section 560 of the
Act) pursuant to the authority conferred by resolution 4 (in
substitution for any and all authorities previously conferred upon
the directors for the purposes of section 570 of the Act, but
without prejudice to any allotments made pursuant to the terms of
such authorities) as if section 561 of the Act did not apply to any
such allotment PROVIDED THAT the power conferred by this resolution
shall be limited to:
5.1 the allotment of equity securities for cash in connection
with an issue or offer of equity securities (including, without
limitation, under a rights issue, open offer or similar
arrangement) to holders of equity securities in proportion (as
nearly as may be practicable) to their respective holdings of
equity securities subject only to such exclusions or other
arrangements as the directors of the Company may consider necessary
or expedient to deal with fractional entitlements or legal or
practical problems under laws of any territory, or the requirements
of any regulatory body or stock exchange in any territory;
5.2 the allotment of equity securities for cash up to an
aggregate nominal value of GBP2,441.865 in connection with the
exercise of options and warrants that have been granted by the
Company to subscribe for ordinary shares in the Company; and
5.3 the allotment (otherwise than pursuant to paragraphs 5.1 and
5.2 above) of equity securities for cash up to an aggregate nominal
value of GBP34,461.243;
and the power conferred by this resolution 5 shall expire
(unless previously renewed, revoked or varied by the Company in
General Meeting), at such time as the general authority conferred
on the directors of the Company by resolution 4 above expires,
except that the Company may at any time before such expiry make any
offer or agreement which would or might require equity securities
to be allotted after such expiry and the directors of the Company
may allot equity securities in pursuance of such an offer or
agreement as if the authority conferred hereby had not expired.
Resolution 6
That:
6.1 every 200 ordinary shares of 0.01 pence each in the capital
of the Company in issue at close of business on the date of the
Annual General Meeting ("Existing Ordinary Shares") be consolidated
into one ordinary share of 2 pence ("Consolidated Share"), provided
that, where such consolidation results in any shareholder being
entitled to a fraction of a Consolidated Share, such fraction shall
be dealt with by the directors as they see fit pursuant to their
powers available to them under article 15.1 of the Company's
articles of association (the "Articles"); and
6.2 each Consolidated Share (together with any fraction of a
Consolidated Share) then in issue be sub-divided into one ordinary
share of 0.02 pence in the capital of the Company ("New Ordinary
Share") (or fraction thereof) and twenty-two Deferred Shares of
0.09 pence in the capital of the Company ("New Deferred Share") and
that the New Ordinary Shares shall have the same rights and be
subject to the same restrictions as the Ordinary Shares that are
currently in issue and as set out in the Articles and that the New
Deferred Shares shall have the same rights and be subject to the
same restrictions of the Deferred Shares of 0.09 pence in the
capital of the Company, as set out in the Articles.
Consolidation and subdivision of the existing ordinary shares
("Capital Reorganisation")
Purpose of the Capital Reorganisation
The Company's issued ordinary share capital currently consists
of 34,461,242,980 ordinary shares of 0.01 pence each ("Existing
Ordinary Shares"). The number of shares in issue has resulted from,
amongst other things, capital raisings, the settlement of the
consideration due to Auroch Exploration (Pty) Ltd in respect of the
acquisition of the Manica gold project. The number of shares in
issue is considerably higher than the majority of companies on AIM,
and the Board believes that this, combined with the current share
price of significantly less than 0.1 pence per Existing Ordinary
Share (as at 25 May 2017) affects investor perception of the
Company and share price volatility. Accordingly, the primary
objective of the Capital Reorganisation 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 Capital Reorganisation
should improve the liquidity and marketability of the ordinary
shares. The purpose of the sub-division described below is to
retain the nominal value per New Ordinary Share similar to the
current nominal value (of 0.01 pence) of each of the Existing
Ordinary Shares.
Proposed Capital Reorganisation
The proposed Capital Reorganisation will comprise two
elements:
-- Consolidation - Every 200 Existing Ordinary Shares will be
consolidated into one ordinary share of 2 pence (a "Consolidated
Share").
-- Subdivision - Immediately following the Consolidation, each
Consolidated Share will then be sub-divided into one New Ordinary
Share of 0.02 pence and twenty-two New Deferred Share of 0.09
pence.
The Capital Reorganisation requires the passing of the
resolution in relation to the Capital Reorganisation, being the
resolution numbered 6, at the Annual General Meeting. The
resolution will be proposed as an ordinary resolution, and is in
two parts. If the Resolution is passed, the Capital Reorganisation
will become effective immediately following close of business on 22
June 2017 (being the date of the AGM).
In anticipation of the Resolution being passed by the
Shareholders, the Company will, immediately prior to the General
Meeting, issue such number of additional Existing Ordinary Shares
as will result in the total number of Existing Ordinary Shares in
issue being exactly divisible by 200. Assuming no other Existing
Ordinary Shares are issued between the date of this document and
immediately before the Annual General Meeting, this will result in
20 additional Existing Ordinary Shares being issued and will create
172,306,215 Consolidated Shares (subject to any revision to the
Company's issued share capital between the date of this document
and close of business on the date of the AGM (the "Record
Date")).
Following the consolidation each Consolidated Share of 2 pence
each will be sub-divided into one New Ordinary Share of 0.02 pence
and twenty-two New Deferred Shares of 0.09 pence each.
Fractional entitlements
The Consolidation (which is part of the Capital Reorganisation)
will give rise to fractional entitlements to a Consolidated Share
where any holding is not precisely divisible by 200. On subdivision
of any such Consolidated Share which occurs immediately thereafter,
the same fractional entitlement will apply to each New Ordinary
Share but not a New Deferred Share then arising. As regards the New
Ordinary Shares, no certificates regarding fractional entitlements
will be issued. Instead any New Ordinary Shares in respect of which
there are fractional entitlements will be aggregated and sold in
the market for the best price reasonably obtainable on behalf of
Shareholders entitled to fractions (the "Fractional
Shareholders").
The Company is required by article 15.1 of the Articles to
distribute the proceeds of sale in due proportion to any such
Fractional Shareholders. However, Article 15.1 also provides that
in the event that the net proceeds of sale amount to GBP3.00 or
less, the Company is not required (because of the disproportionate
costs) to distribute such proceeds of sale, which instead shall be
retained for the benefit of the Company. Given the current price of
the Existing Ordinary Shares, the Company does anticipate that the
net proceeds of sale attributable to all Fractional Shareholders
will be less than GBP3.00, and it therefore anticipates that there
will be no distribution of any net proceeds of sale.
For the avoidance of doubt, the Company is only responsible for
dealing with fractions arising on registered holdings. For
Shareholders whose shares are held in the nominee accounts of UK
stockbrokers, the effect of the Capital Reorganisation on their
individual shareholdings will be administered by the stockbroker or
nominee in whose account the relevant shares are held. The effect
is expected to be the same as for shareholdings registered in
beneficial names, however, it is the stockbroker's or nominee's
responsibility to deal with fractions arising within their customer
accounts, and not the Company's.
Resulting share capital
Following the subdivision the Consolidated Shares will have been
divided into 172,306,215 New Ordinary Shares of 0.02 pence each and
3,790,736,730 New Deferred Shares of 0.09 pence each. There are
already 1,547,484,439 Deferred Shares in issue and so following the
subdivision there will be a total of 5,338,221,169 Deferred Shares
in issue.
Each New Ordinary Share having the same rights as the Ordinary
Shares as noted in the Articles including voting, dividend, return
of capital and other rights and the New Deferred Shares will have
the same rights as the existing Deferred Shares as noted in the
Articles which includes, no right to any dividend or to attend
speak or vote at any general meeting of the Company and on the
return of assets in a winding up of the Company, after the holders
of the Ordinary Shares have received the aggregate amount paid up
thereon plus GBP10,000,000 for each such share held by them (the
"Deferred Right"), there shall be distributed amongst the holders
of the Deferred Shares an amount equal to the nominal value of the
Deferred Shares and thereafter any surplus shall be distributed
amongst the holders of the Ordinary Shares pro rata to the number
of Ordinary Shares held by each of them respectively. Save for the
Deferred Right, the holders of the Deferred Shares shall have no
interest or right to participate in the assets of the Company.
Statistics relating to the Capital Reorganisation are set out
below.
Statistics relating to the Capital Reorganisation
Conversion ratio of Existing 200 Existing Ordinary
Ordinary Shares to Consolidated Shares : 1 Consolidated
Shares Share
Number of Existing Ordinary
Shares in issue at the date
of this Notice 34,461,242,980
Number of Existing Ordinary
Shares in issue at Record Date 34,461,243,000
Total expected number of New
Ordinary Shares in issue following
the Capital Reorganisation 172,306,215
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
Enquiries:
Xtract Resources Colin Bird, Executive +44 (0) 203
Plc Chairman 416 6471
Beaumont Cornish Michael Cornish +44 (0) 207
(Nominated Adviser) / Felicity Geidt 628 3369
Email: corpfin@b-cornish.co.uk
Beaufort Securities +44 (0) 207
(Broker) Jon Belliss 382 8300
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBLGDUCBDBGRL
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