TIDMATC
RNS Number : 6579J
Atlantic Coal PLC
21 December 2015
21 December 2015
Atlantic Coal plc ("Atlantic Coal" or the "Company")
Suspension of Trading on AIM
and
Notice of General Meeting
The Board of Atlantic Coal (the "Board"), the AIM listed
anthracite coal mining company operating in Pennsylvania, USA,
announces that the Ordinary Shares of the Company have been
suspended from trading on AIM as of 7:30 a.m. today. This is due to
the Company contemplating a potential acquisition of a company with
anthracite mining operations in Pennsylvania that would be deemed
to be a reverse takeover under the AIM Rules. Further details of
the potential acquisition can be found in a Circular which is due
to be posted to Shareholders today, extracts of which can be found
below.
The Directors currently believe that this potential acquisition
is in the best interests of the Company. However, the Directors do
not consider the significant expense and timeline associated with a
reverse takeover to represent an efficient or cost effective way
for Atlantic Coal to pursue its acquisition strategy.
As announced by the Company on 2 December 2015, the Board has
received a notice requisitioning a general meeting of the Company
from Stuart James Thomas, who has a beneficial interest in
approximately 7.7 per cent. of the Company's issued ordinary share
capital. The proposed GM Resolutions seek Shareholders' approval to
cancel the admission of the Ordinary Shares to trading on AIM. In
addition, the GM Resolutions seek approval to change the Company's
name to Atlantic Carbon Group plc.
After careful consideration the Board believe that it is in the
best interests of the Company and Shareholders as a whole if the
admission of the Company's Ordinary Shares to trading on AIM is
cancelled. Accordingly, the Board believes that the GM Resolutions
are in the best interests of Shareholders and urge all Shareholders
to vote in favour of the GM Resolutions, particularly Resolution 1.
Fuller details of why the Board support the GM Resolutions can be
found further in the extracts from the Circular set out below.
The Directors intend to vote in favour of the GM Resolutions,
and procure the same in respect of members of their respective
families (as defined in the AIM Rules), in respect of the aggregate
of 646,501,390 Ordinary Shares beneficially owned by the Directors
and their connected persons (representing approximately 13.16 per
cent. of the Company's issued ordinary share capital).
The AIM Rules for Companies require that completion of the
potential acquisition is, amongst other things, conditional upon
the publication of an AIM admission document containing a notice of
general meeting of the Company and is subject to the approval of
the Company's shareholders at such general meeting. Trading in the
Ordinary Shares will remain suspended from trading on AIM, until an
AIM admission document has been published or an announcement is
made that the potential acquisition is not proceeding.
In light of the proposal to delist from AIM the Directors do not
currently contemplate that an AIM admission document would be
published in relation to the enlarged group, should the potential
acquisition proceed. On that basis, unless the Company is in a
position to make an announcement that the potential acquisition is
not proceeding, the Ordinary Shares will remain suspended from
trading on AIM up until Cancellation (should Shareholders vote in
favour of Resolution 1) and there will therefore be no opportunity
for Shareholders to deal in their Ordinary Shares on AIM before
Cancellation.
The above summary should be read in conjunction with the full
text of this announcement and the Circular (which includes a notice
convening the General Meeting), which is being posted to
Shareholders today and will also be made available to view shortly
on the Company's website, www.atlanticcoal.com. Extracts from the
circular are set out below.
Defined terms used in this announcement have the meaning as set
out at the end of this announcement.
For further information on the Company, visit:
www.atlanticcoal.com or contact:
Steve Best Atlantic Coal plc Tel: 0191 386
6392
Nick Naylor Allenby Capital Tel: 020 3328
Limited 5656
John Depasquale Allenby Capital Tel: 020 3328
Limited 5656
Alex Brearley Allenby Capital Tel: 020 3328
Limited 5656
Extracts from the Circular
(References to pages or paragraphs below refer to the relevant
pages or paragraphs of the Circular)
EXPECTED TIMETABLE OF EVENTS
Dispatch of the Circular and 21 December 2015
Form of Proxy
Latest time for receipt of 3 p.m. on 7 January
Form of Proxy 2016
General Meeting 3 p.m. on 11 January
2016
Time and date of cancellation 7.00 a.m. on 21
of admission of the Ordinary January 2016
Shares to trading on AIM
Change of name effective 24 January 2016
Notes:
Shareholders should note that with effect from 7.30 am on 21
December 2015, the Ordinary Shares were suspended from trading on
AIM, due to the Company announcing that it was contemplating a
potential acquisition that would be deemed to be a reverse takeover
under the AIM Rules.
Each of the times and dates above is subject to change. Dates
set after the General Meeting assume that the General Meeting is
not adjourned and that Resolution 1 is passed. Any change to the
above times and/or dates will be notified by an announcement on a
Regulatory Information Service.
Unless otherwise stated, all references to time in this document
are to London time.
LETTER FROM THE CHAIRMAN OF ATLANTIC COAL PLC
1. Introduction
I am writing to provide you with notice of a requisitioned
general meeting of the Company, which is to be held at 3.00 p.m. at
the Cornhill Room, 1 Royal Exchange, London EC3V 3LL on 11 January
2016.
This letter provides Shareholders with details of the GM
Resolutions that are to be put to Shareholders at the GM, the
background to the GM and sets out your Board's response to the GM
Resolutions. The proposed GM Resolutions seek Shareholders'
approval to cancel the admission of the Ordinary Shares to trading
on AIM. In addition, the GM Resolutions seek approval to change the
Company's name to Atlantic Carbon Group plc.
Your Board believes that the proposed GM Resolutions are in the
best interest of the Company and Shareholders as a whole.
Accordingly, the Board strongly recommends that Shareholders
vote in favour of the GM Resolutions at the forthcoming GM.
On 21 December 2015 the Ordinary Shares were suspended from
trading on AIM as a result of the Company announcing that it is
contemplating a potential acquisition that would be deemed to be a
reverse takeover under the AIM Rules.
The AIM Rules require that completion of such potential
acquisition is, amongst other things, conditional upon the
publication of an AIM admission document containing a notice of
general meeting of the Company's shareholders and is subject to the
approval of the Company's shareholders at such general meeting.
Under the AIM Rules, the Ordinary Shares on AIM will remain
suspended until either an AIM admission document has been published
or an announcement is made by the Company stating that the
potential acquisition is not proceeding.
2. The GM and GM Resolutions
As announced by the Company on 2 December 2015, the Board
received a notice requisitioning a general meeting of the Company
from Stuart James Thomas, who has a beneficial interest in
approximately 7.7 per cent. of the Company's issued ordinary share
capital as at the Latest Practicable Date. Mr Thomas is also a
consultant to the Company in connection with acquisition
opportunities and general services. The GM is being convened for
the purpose of asking Shareholders to consider and, if thought fit,
pass the GM Resolutions. The Notice of GM can be found at the end
of this document.
The Board believes that the GM Resolutions are in the best
interests of Shareholders and urge all Shareholders to vote in
favour of the GM Resolutions, particularly Resolution 1. The
Directors intend to vote in favour of the GM Resolutions, and
procure the same in respect of members of their respective families
(as defined in the AIM Rules), in respect of the aggregate of
646,501,390 Ordinary Shares beneficially owned by the Directors and
their connected persons (representing approximately 13.16 per cent.
of the Company's issued ordinary share capital). After careful
consideration the Board, including myself, believe that it is in
the best interests of the Company and Shareholders as a whole if
the admission of the Company's Ordinary Shares to trading on AIM is
cancelled. Pursuant to Rule 41 of the AIM Rules, the Directors have
notified the London Stock Exchange of the date of the proposed
Cancellation.
Should Cancellation be approved by Shareholders at the GM, the
Company intends to put in place a matched bargain settlement
facility to be administered by Capita Asset Services which should
facilitate Shareholders in buying and selling Ordinary Shares
following Cancellation. Further information is provided below.
Pursuant to The AIM Rules Cancellation is conditional upon the
approval of Resolution 1 by not less than 75 per cent of the votes
cast, whether in person or by proxy, by shareholders in a general
meeting.
The purpose of this letter is to explain why the Directors
consider the GM Resolutions, in particular Resolution 1, to be in
the best interests of the Company and its Shareholders as a whole
and to recommend that Shareholders vote in favour of the GM
Resolutions at the GM scheduled to take place at 3.00 p.m. on 11
January 2016, notice of which is enclosed at the end of this
document.
Reasons the Board is supporting the GM Resolutions
Proposed delisting from AIM
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