TIDMMTL
RNS Number : 5281L
Metals Exploration PLC
16 May 2022
16 May 2022
METALS EXPLORATION PLC
Proposed Capital Reorganisation, Publication of Annual Report
& Accounts and Notice of Annual General Meeting
Metals Exploration plc (AIM: MTL) (" Metals Exploration " or the
" Company ") , a gold producer in the Philippines, announces that
the Company's Annual Report and Accounts for the year ended 31
December 2021 has been published today.
Annual General Meeting
The Annual General Meeting of the Company ("AGM") will be held
on at 3.00 p.m. on 17 June 2022 at the offices of Armstrong
Teasdale, 38 - 43 Lincoln's Inn Fields, London WC2A 3PE and at any
adjournment thereof.
A circular (the "Circular") to shareholders containing the
notice convening the Company's AGM and information in connection
with a proposed capital reorganisation will be posted to
shareholders together with the Company's Annual Report and
Accounts. Copies of the Annual Report and Accounts and Circular
(which includes the notice of AGM are available on the Company's
website at https://www.metalsexploration.com/ .
Capitalised terms in this announcement have the same meanings as
in the Circular.
Capital Reorganisation
Shareholders will be invited to approve a Capital Reorganisation
at the AGM as detailed in the Circular. The proposals are subject
to, inter alia, Shareholder and Court approval and following
implementation, the Company will have a single class of ordinary
shares of GBP0.0001 each in issue.
The proposed Capital Reorganisation will consist of two
elements: (i) a Sub-Division of each Existing Ordinary Share into
one New Ordinary Share and one Deferred Share; and (ii) a Capital
Reduction by way of both the cancellation of the Deferred Shares
and the cancellation of the Company's Share Premium Account.
The purpose of the Capital Reorganisation as a whole is: (i) to
enable the Company to issue shares in future at an issue price
which significantly exceeds their nominal value; and (ii) to create
a reserve by cancelling the deferred share capital of the Company
as well as cancelling the Share Premium Account.
Sub-Division
The Company's issued share capital currently consists of
2,071,334,586 Existing Ordinary Shares.
The mid-market price of the Existing Ordinary Shares as at 13
May 2022 (being the latest practicable date prior to the
publication of this document) was 1.1 pence per Existing Ordinary
Share. The Company is not permitted by law to issue shares at an
issue price which is below their nominal value. This could
potentially limit the Company's flexibility to fundraise in future
by way of an issue of new ordinary shares of 1 penny each should
the market price be below their nominal value per ordinary share.
In order to enable the Company to issue ordinary shares in the
future at an issue price which significantly exceeds their nominal
value. Shareholder approval is being sought to complete the Capital
Reorganisation.
It is proposed that each Existing Ordinary Share will be
sub-divided into one New Ordinary Share, with a nominal value of
GBP0.0001, and one Deferred Share. The Deferred Shares will have a
nominal value of GBP0.0099 each, and these shares are thereafter
proposed to be cancelled pursuant to the Capital Reduction.
Capital Reduction
The Circular sets out a proposal for the entire share premium
account of the Company to be cancelled. In addition, the entire
class of Deferred Shares in issue created as a result of the
Sub-Division as described above is also proposed to be cancelled.
The effect of the proposed Capital Reduction, if approved, will
create a pool of distributable reserves. Such distributable
reserves may in the future be used to absorb future losses and/or
(subject always to compliance with law and the Company having
sufficient cash to fund dividends) effect distributions or other
returns of value to shareholders if it is considered prudent to do
so.
AGM Resolutions
The Resolutions that will be put to Shareholders at the
Company's AGM.
Resolution 1: Receiving the Accounts
The Board recommends the receiving of the audited accounts for
the year ended 31 December 2021 together with the Reports of the
Directors and the Auditors thereon.
Resolutions 2 - 4: Re-appointment of Directors
These resolutions relates to the re-appointment of Messrs Darren
Bowden, David Cather, and Andrew Chubb each retire as a Director in
accordance with the Articles of Association and, being eligible,
offers himself for re-appointment. The Board recommends the
re-appointment of each of these Directors.
Resolutions 5 and 6 - Appointment of Steven Smith and Timothy
Livesey as Directors
This resolution relates to the appointment of Messrs Smith and
Livesey as Directors following the last annual general meeting of
the Company. The Board recommends the re-appointment of each of
these Directors.
Resolution 7 - Auditors' re-appointment and remuneration
The resolution relating to the auditors' reappointment and
remuneration is usual business for the Annual General Meeting.
Resolution 8: Sub-Division of the Existing Ordinary Shares
This resolution, which is a special resolution, is to approve
the sub-division of the Existing Ordinary Shares and the adoption
of new articles of association, further details of which are
contained in paragraph 3 of Part 3 of the Circular. The proposed
amendments to the Articles set out the limited rights and
restrictions of the new class of Deferred Shares created as a
result of the Sub-Division.
A copy of the Company's updated articles of association, showing
the changes made to the existing articles of association, will be
made available on the Company's website ( www.metalsexploration.com
) and copies are available upon request from the Company.
Resolution 9: Cancellation of the Deferred Shares and
cancellation of the Company's Share Premium Account
This resolution, which is a special resolution, is to cancel and
extinguish all of the Deferred Shares, and to cancel the Share
Premium Account in its entirety, further details of which are
contained in paragraphs 4 and 5 of Part 3 of the Circular.
Resolution 10: Authority of Directors to allot shares
Resolution 10 is proposed as a special resolution granting
authority to the directors to allot and issue up to 20,600,000 new
Ordinary Shares to members of the senior management team in
accordance with the 2021 Management Incentive Plan. The deemed
issue price of such shares will be GBP0.01245 per share being the
30 day VWAP on the date the Board approved the bonus payment. It is
intended to issue these shares immediately following the AGM.
Should this resolution be passed, the Company's executive
director, CEO Mr Darren Bowden, will be issued a maximum of
8,257,335 new New Ordinary Shares.
Resolution 11: Dis-application of statutory pre-emption
rights
Resolution 11 is a special resolution and will, if approved,
provide the Directors with authority to issue equity securities for
cash on a non pre-emptive basis pursuant to the authority conferred
by Resolution 10 above. The authority will expire at the
commencement of the Company's next annual general meeting.
Resolutions 12 and 13:
As announced on 5 May 2022, the Company intends to grant Mr Tim
Livesey an option to subscribe for 6.6 million new New Ordinary
Shares in the capital of the Company with a subscription price per
share equal to the nominal value of each share at the time of
exercise. Resolutions 12 and 13 authorise the directors to allot
and issue such shares upon the exercise of the option by Mr Livesey
on a non pre-emptive basis. Both resolutions are proposed as
special resolutions.
For further information please visit or contact
www.metalsexploration.com
Metals Exploration PLC
Via Tavistock Communications
Limited +44 (0) 207 920 3150
----------------------
Nominated & Financial Advisor STRAND HANSON LIMITED
& Broker:
----------------------
James Spinney, James Dance, Rob
Patrick +44 (0) 207 409 3494
----------------------
Financial Adviser & Broker HANNAM & PARTNERS
----------------------
Matt Hasson, Franck Nganou +44 (0) 207 907 8500
----------------------
Public Relations: TAVISTOCK
----------------------
Jos Simson, Nick Elwes, Oliver
Lamb +44 (0)207 920 3150
----------------------
Appendix
Expected Timetable of Principal Events
Latest time and date for receipt 3.00 p.m. on 15 June 2022
of forms of proxy, CREST Proxy
Instruction or electronic proxy
appointment for use at the Annual
General Meeting
Annual General Meeting 17 June 2022
Sub-Division Record Date 17 June 2022
Expected effective date of the 20 June 2022
Sub-Division
Expected date of admission of New 8.00am on 20 June 2022
Ordinary Shares to trading on AIM
Expected date for final hearing 19 July 2022
and confirmation of the Capital
Reduction by the Court
Expected date for registration 21 July 2022
of Court order and effective date
of the Capital Reduction
Notes:
1) The timing of the events in the above timetable and in the
rest of this document is indicative only and may be subject to
change. In particular, the expected dates for the confirmation of
the Capital Reduction by the Court and the Capital Reduction
becoming effective are based on provisional dates that have been
obtained for the required Court hearings of the Company's
application. These provisional hearing dates are subject to change
and are dependent on the Court's timetable.
2) The timetable assumes that there is no adjournment of the
AGM. If there is an adjournment, all subsequent dates are likely to
be later than those shown.
3) If any of the above times or dates should change, the revised
times and/or dates will be notified by an announcement to a
Regulatory Information Service.
4) All of the events listed in the above timetable following the
holding of the AGM are conditional upon the passing of the
Resolutions. The Capital Reduction is further conditional upon (i)
approval by the Court and (ii) registration with the Registrar of
Companies of the Court order confirming the Capital Reduction,
together with a statement of capital approved by the Court.
5) The Capital Reduction will not take effect until the Court
Order and accompanying statement of capital have been delivered to,
and registered by, Companies House. Due to the COVID-19 pandemic,
Companies House is not presently offering a same-day service for
such registration and this may have an impact on the proposed
timetable.
6) All of the times referred to above are references to London time.
Admission of New Ordinary Shares to trading on AIM
Application will be made to the London Stock Exchange plc for
the admission to trading on AIM of the New Ordinary Shares, which
is expected to become effective and dealings commence at 8.00 a.m.
on or around 20 June 2022, subject to the resolution 8 being passed
at the AGM.
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END
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