TIDMCRCL
RNS Number : 2047U
Corcel PLC
22 November 2023
Corcel Plc
("Corcel" or the "Company")
Notice of General Meeting
22 November 2023
Corcel Plc (London AIM: CRCL), the Angolan focused exploration
and production company, announces that the General Meeting, to
approve the disposal of Corcel's 41% interest in the Mambare
nickel/cobalt project and the Extraction Loan Notes, announced on
16 October 2023, will take place at 11:00 am on Friday, 8 December
2023 at 3 Waterhouse Square, We Work, Room 4A, 138 -142 Holborn,
London EC1N 2SW.
Notice of the General Meeting will be posted to Shareholders on
Wednesday 22 November 2023 and can be found on the Company's
website at https://www.corcelplc.com/. The wording below has been
extracted from the Notice of the General Meeting.
For further information, please contact:
Antoine Karam Corcel Plc Executive Chairman
Development@Corcelplc.com
James Joyce / James Bavister /Andrew de Andrade WH Ireland Ltd NOMAD & Broker
0207 220 1666
Patrick d'Ancona Vigo Communications IR
0207 3900 230
THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT
AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about
the contents of this document and/or the action you should take,
you should immediately consult your stockbroker, bank manager,
solicitor, accountant or other independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are in the United Kingdom or, if not, another
appropriately authorised independent financial adviser.
If you have sold or otherwise transferred all of your Ordinary
Shares in Corcel Plc please immediately forward this document, and
the accompanying Form of Proxy, to the purchaser or transferee, or
to the stockbroker, bank or other agent through whom the sale or
transfer was effected, for delivery to the purchaser or transferee.
If you have sold only part of your holding of Ordinary Shares, you
should retain these documents.
(Incorporated and registered in England and Wales with Company
Number: 05227458)
Notice of General Meeting
You should read the whole of this document. Your attention is
drawn in particular to the letter from the Chairman of Corcel Plc,
which is set out in Part I of this document.
This document contains a notice of the General Meeting to be
held at 11:00 am on Friday, 8 December 2023 at 3 Waterhouse Square,
We Work, Room 4A, 138-142, London EC1N 2SW, for the purposes of
considering and, if thought fit, passing the Resolutions.
Whether or not you propose to attend the General Meeting, you
are strongly encouraged to register a proxy vote by completing,
signing and returning the Form of Proxy as soon as possible. The
use of a proxy will enable your vote to be counted at the General
Meeting in the event of your absence. The completion and return of
the Form of Proxy will not prevent you from attending and voting at
the General Meeting, or any adjournment of the General Meeting, in
person should you wish to do so. Forms of Proxy can be completed
electronically by visiting www.shareregistrars.uk.com, clicking on
the "Proxy Vote" button and then following the on-screen
instructions. A Proxy can also be appointed by using the paper copy
Form of Proxy enclosed and by returning it, in accordance with the
instructions printed on it, by post (or during normal business
hours only, by hand) to Share Registrars Limited, 3 The Millenium
Centre, Crosby Way, Farnham, Surrey GU9 7XX. If you hold your
Ordinary Shares in uncertificated form in CREST, you may vote using
the CREST proxy voting service in accordance with the procedures
set out in the CREST manual. Forms of Proxy should be completed and
returned or votes submitted via CREST to be received by the
issuer's agent (ID 7RA36) as soon as possible and in any event no
later than 6 December 2023 at 11:00 am, or 48 hours before the time
of any adjourned meeting (ignoring any part of a day that is not a
Business Day).
This document is not a prospectus and does not constitute or
form part of any offer or invitation to purchase, acquire,
subscribe for, sell, dispose of or issue, or any solicitation of
any offer to sell, dispose of, purchase, acquire or subscribe for,
any security, including any Ordinary Shares to be issued in
connection with the Fundraising. This document is solely being sent
to you for your information in connection with the Resolutions to
be proposed at the General Meeting.
The securities referred to in this document have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
WH Ireland Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is the Company's
nominated adviser for the purposes of the AIM Rules for Companies
and, as such, its responsibilities as the Company's nominated
adviser under the AIM Rules for Companies are owed solely to the
London Stock Exchange and are not owed to the Company or to any
Director or to any other person or entity in respect of his
reliance on any part of this document. WH Ireland Limited is acting
exclusively for the Company as nominated adviser in relation to the
matters described in this document and nobody else and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of WH Ireland Limited or for
providing advice in relation to the matters described in this
document.
DEFINITIONS
The following definitions apply throughout this document unless
the context otherwise requires:
2006 Act the Companies Act 2006, as amended
2022 AGM the Company's most recent Annual General
Meeting, held on 22 December 2022
AIM Rules AIM Rules for Companies as published
from time to time by the London Stock
Exchange Plc
Battery Metals Battery Metals Pty Limited, a company
registered in New South Wales with ACN
630 698 038
Board the board of directors of the Company
from time to time
Business Day any day (excluding Saturdays and Sundays)
on which the major clearing banks are
open for business in London certificated
or certificated form not in uncertificated
form
City Code The City Code on Takeovers and Mergers
published from time to time by The Panel
on Takeovers and Mergers
Company or Corcel Corcel Plc, a company incorporated in
in England and Wales, Company Number:
05227458
CREST the relevant system for the paperless
settlement of trades and the holding
of uncertificated securities operated
by Euroclear in accordance with the
CREST Regulations
CREST member a person who has been admitted by Euroclear
as a system-member (as defined in the
CREST Regulations)
CREST participant a person who is, in relation to CREST,
a system participant (as defined in
the CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001/3755)
CREST sponsor a CREST participant admitted to CREST
as a CREST sponsor
CREST sponsored member a CREST member admitted to CREST as
a sponsored member
Direct Nickel Direct Nickel Pty Limited, a company
registered in New South Wales with ACN
117 101 390
Directors the directors of the Company at the
date of this document whose names are
set out on page 4 of this document
Euroclear Euroclear UK & International Limited,
the operator of CREST
Extraction Extractions Premium & Mining Ltd, incorporated
and registered in England and Wales
with Company Number: 14952173, whose
registered office is at 27 Old Gloucester
Street, London WC1N 3AX, United Kingdom
Extraction Loan Notes the 12% Fixed Rate Unsecured Convertible
Loan Notes 2026, constituted by the
Extraction Loan Note Instrument, executed
by the Company on 9 November 2023, the
lead investor in respect of which is
Extraction
Extraction Conversion shall have the meaning set out in paragraph
Notice 3 of Part I of this Document
Extraction Conversion new Ordinary Shares to be issued on
Shares conversion of the Extraction Loan Notes
Extraction Loan Note the extraction loan note instrument,
Instrument executed by the Company on 13 November
2023, further details of which are set
out in paragraph 3 of this Part I of
this Document
Extraction Subscription the subscription agreement entered into
Agreement between Extraction (1) and the Company
(2) pursuant to which Extraction agrees
to subscribe for the Extraction Loan
Notes, further details of which are
set out in paragraph 3 of this Part
I of this Document
Form of Proxy a form of proxy for use in connection
with the General Meeting, in hard copy
or electronic form
General Meeting the General Meeting of the Company (or
any adjournment thereof), to be held
at 11:00 am on Friday, 8 December 2023
at 3 Waterhouse Square, We Work, Room
4A, 138-142 Holborn, London EC1N 2SW,
notice of which is set out in Part II
of this document
IBM Integrated Battery Metals Pte. Ltd.,
a company registered in Singapore with
registered number UEN202237760D and
registered office situate at 10 Kaki
Bukit Road 2, #01-32 First East Centre,
Singapore 417868
IBM Offer Letter the binding heads of agreement entered
into between the Company (1) and IBM
(2) on 14 October 2023, further details
of which are set out in paragraph 2
of this Part I of this Document
IBM Share Sale and the share sale and purchase agreement
Purchase Agreement to be entered onto between the Company
(1) IBM (2) and IEM (3) in accordance
with the terms of the IBM Offer Letter
further details of which are set out
in paragraph 2 of this Part I of this
Document
IEM Integrated Energy Metals Pte. Ltd.,
a company registered in Singapore with
registered number UEN 202245946W and
registered office situate at 10 Kaki
Bukit Road 2, #01-32 First East Centre,
Singapore 417868
Last Practicable 20 November 2023
Date
London Stock Exchange London Stock Exchange Plc
Mambare Project The Mambare nickel/cobalt project located
in Papua New Guinea, and held under
exploration license EL-1390
Mambare Sale the proposed sale by the Company of
its 41% interest in the Mambare Project
to IBM pursuant to the Binding Offer
Letter and the Definitive Documents
Noteholder a holder of Extraction Loan Notes
Notice the notice of the General Meeting set
out in this document
Ordinary Shares ordinary shares of GBP0.0001 each in
the capital of the Company
Oro Nickel Vanuatu Oro Nickel (Vanuatu) Limited a company
registered in Vanuatu, with Company
Number: 36128
Registrar Share Registrars Limited of 3 The Millenium
Centre, Crosby Way, Farnham Surrey GU9
7XX
Resolutions the resolutions set out in the Notice
and each a Resolution
SFA 2011 the Shareholder and Funding Agreement,
dated 15 June 2011, between Direct Nickel
(1) and the Company (2)
Shareholders holders of Ordinary Shares
Uncertificated or recorded on the relevant register or
uncertificated form other record of the share or other security
concerned as being held in uncertificated
form in CREST, and title to which, by
virtue of the CREST Regulations, may
be transferred by means of CREST
United Kingdom or the United Kingdom of Great Britain
UK and Northern Ireland
Wowo Gap Sale the sale of the Wowo Gap Nickel Project
to IBM announced by the Company on 12
June 2023
PART I
LETTER FROM THE CHAIRMAN
Corcel Plc
(Incorporated and registered in England and Wales, Company
Number: 05227458)
Directors: Registered Office:
Antoine Karam (Executive Chairman) Salisbury House
Kristian Ewen Ainsworth (Independent Non-Executive London Wall
Director)
Yan Zhao (Non-Executive Director) London
EC2M 5PS
21 November 2023
Dear Shareholder,
NOTICE OF GENERAL MEETING
1 INTRODUCTION
On 16 October 2023, the Company announced that it had entered
into the IBM Offer Letter with IBM for the disposal of the
Company's 41% interest in the Mambare Project.
In addition, the Company announced on 18 September 2023 that it
had entered into the Extraction Subscription Agreement with
Extraction pursuant to which Extraction shall subscribe for the
Extraction Loan Notes.
The Board has called a General Meeting of the Company in order
that the Shareholders can consider, and approve certain matters
concerning the Mambare Sale and the Extraction Loan Notes.
Further details regarding the Mambare Sale, the Extraction Loan
Notes and the General Meeting and actions to be taken, are set out
in paragraphs 2 and 3 below.
2 MAMBARE SALE
Background
The Company owns 41% of the issued share capital of Oro Nickel
Vanuatu that holds the Mambare Project, with the remaining 59%
being held by Battery Metals (which it acquired partly from Direct
Nickel and partly from a settlement agreement with Corcel Plc
executed on 7 April 2020). Battery Metals became a party to the SFA
2011 (originally between the Company and Direct Nickel) pursuant to
a Deed of Novation, dated 17 January 2019, between the Company (1)
Battery Metals (2) and Direct Nickel (3). Accordingly, the SFA 2011
now regulates the respective rights of the Company and Battery
Metals as shareholders of Oro Nickel Vanuatu.
The Company and Battery Metals have, pursuant to the SFA 2011,
and over the course of business, made from time-to-time shareholder
loans to Oro Nickel Vanuatu (respectively the BM Shareholder Loans
and the Company Shareholder Loans).
IBM Offer
IBM was founded in 2022, as an investment company in the natural
resource sector, with a specific focus on battery metal projects.
Its first investment was made in June 2023, and was the acquisition
of a 100% interest in Wowo Gap from Corcel Plc. IBM is currently
seeking additional acquisitions with a view to list the combined
assets in an appropriate public market in Asia. It has net assets
of approximately US$2.5m and since incorporation has made losses of
approximately US$170,000.
On 14 October 2023 the Company and IBM entered into the IBM
Offer Letter pursuant to which IBM offered to acquire the Company's
interest in Oro Nickel Vanuatu (Oro Nickel Vanuatu Interest) on the
following terms:
1. US$1,600,000, payable on completion of the IBM Share Sale and
Purchase Agreement (the IBM Share Sale and Purchase Agreement (SSP
Completion);
2. at the option of the Company, on SSP Completion, either (i)
US$1,400,000 payable in cash or (ii) US$1,500,000 to be satisfied
by way of the issue of new shares in IBM at an issue price of US$1
each; and
3. at the option of Company on the second anniversary of SSP
Completion either (i) US$1,000,000, payable in cash or (ii) by way
of the issue of new shares in IBM at a price to be determined as
follows:
a. if IBM is listed on any recognised stock exchange, the 5-day
volume weighted average price (VWAP) per share on the last 5
trading days of IBM shares immediately prior to the second
anniversary of SSP Completion; or
b. if IBM is not so listed on a stock exchange, US$1 per share.
Assuming no further shares issuance in IBM, and full take up of
new shares in IBM as per the above, this would result in the
Company holding a 33.15% stake in the share capital of IBM.
It is the Director's current intention that any shares received
in IBM would be held by the Company, in order to recognise value
from the project in the long-term.
Definitive Documents for the Mambare Sale
IBM Share Sale and Purchase Agreement
The IBM Share Sale and Purchase Agreement will document the (i)
sale by the Company to IBM of the Oro Nickel Vanuatu Interest and
(ii) assignment to IBM of its rights and interest in the Company
Shareholder Loans.
SSP Completion will be conditional on (i) Resolution 1 set out
in the Notice being passed, and (ii) Battery Metals waiving the BM
Pre-emptive Rights (as defined below).
The consideration payable under the IBM Share Sale and Purchase
Agreement is as set out under paragraphs (1) to (3) above under the
heading "IBM Offer". SSP Completion will take place 10 Business
Days after satisfaction or waiver of the last of the conditions
described above. On or before SSP Completion, the Company must
procure that a meeting of directors of Oro Nickel (Vanuatu) is held
to approve, subject to SSP Completion, the removal of Scott Kaintz
as a director and the appointment of Yan Zhao in his place. The
Company must give IBM a notice not less than 10 Business Days
before SSP Completion, whether it wishes to receive US$1,400,000
cash consideration or US$1,500,000 in IBM shares at SSP
Completion.
Royalty Sale Agreement
The Royalty provides for the sale by the Company to IBM of the
Oro Nickel Royalty for US$148,000.
Rights of Battery Metals
Pursuant to the SFA 2011, in the event that the Company wishes
to dispose of Oro Nickel Vanuatu Interest, the Company is required
to first offer to Battery Metals the opportunity to acquire the Oro
Nickel Vanuatu Interest on the same terms as it intends to offer to
a third party (BM Pre-emption Rights). The IBM Share Sale and
Purchase Agreement, once binding and unconditional, will trigger
the BM Pre-emptive Rights, and Battery Metals will have a period of
45 days in which to waive the BM Pre-emptive Rights or to exercise
them. If the BM Pre-emptive Rights are waived or not taken up
within the 45-day period, the Company can proceed with the Mambare
Sale to IBM. Alternatively, in the event that BM does exercise the
BM Pre-emptive Rights, the Company will be required to sell Oro
Nickel Vanuatu Interest to Battery Metals on the same terms
proposed by IBM.
AIM Rule Requirements
In view of the size of the disposal effected by the Mambare
Sale, when aggregated (pursuant to Rule 16 of the AIM Rules as it
was in the last 12 months) with the Wowo Gap Sale (also to IBM),
relative to the existing size of the Company, means that the
Mambare Sale, pursuant to Rule 15 of the AIM Rules, is classed as a
fundamental change of business and, therefore, needs to be approved
by the Shareholders at a general meeting.
The losses attributed to the Company's 41% interest in the most
recent Oro Nickel accounts were approximately GBP7,075.
The Company intends to use the proceeds of the sale to advance
its oil and gas interests in onshore, Angola. The Board considers
that the effect of the disposal on the Company will be to advance
the Company's ongoing transition to oil and gas, while offering
investors residual exposure to high upside battery metal projects
through a potential stake in IBM.
By way of Resolution 1, the Board is asking the Shareholders to
approve the Mambare Sale, pursuant to the terms of the IBM Binding
Offer Letter and the Definitive Documents.
3 EXTRACTION LOAN NOTES
Pursuant to the Company's ongoing requirement for capital to
both fund its operations in Angola as well as to maintain its
quotation on the AIM Market of the London Stock Exchange Plc, the
Company has considered various funding alternatives. Finding most
offers to come with a very high cost of capital and be of a short
duration that does not dovetail with the timeline of the Company's
oil and gas projects, the Company agreed with Extraction that
Extraction would provide a three-year GBP10,000,000 convertible
loan facility on more favourable terms to the Company.
The Company constituted the Extraction Loan Notes by execution
of the Extraction Loan Note Instrument and entered into the
Subscription Agreement.
Pursuant to the Subscription Agreement, Extraction has agreed to
subscribe for the Extraction Loan Notes on the following basis:
(i) GBP1,000,000 on execution of the Subscription Agreement,
which subscription has been completed and the Extraction Loan Notes
issued (the "First Tranche Extraction Loan Notes");
(ii) GBP1,000,000 on or before 1 January 2024;
(iii) GBP8,000,000 if mutually agreed between Extraction and the
Company at any time prior to the Maturity Date;
Extraction may nominate any third party to be the holder of
Extraction Loan Notes to be issued to it.
Drawdown of any Extraction Loan Notes is conditional on the
Company having sufficient shareholder authority for the issue of
the relevant Extraction Loan Notes.
The principle terms of the Extraction Loan Notes, pursuant to
the Extraction Loan Note Instrument, are as follows:
Principal Amount GBP10,000,000 (of which GBP1,000,000 has
been drawn down).
Minimum Holding GBP1,000.
Value of each Bond GBP1,000.
Maturity Date 11 October 2026.
Interest Interest shall accrue on the principal amount
outstanding on the Extraction Loan Notes
at a rate of 12% per annum from the date
of issue until the date of redemption or
conversion (as the case may be), and shall
fall due for payment on the date of redemption
or conversion (as the case maybe).
Redemption All Extraction Loan Notes that remain outstanding
as at the Maturity Date (save to the extent
that there is an Extraction Conversion Notice
outstanding in respect thereof) shall on
the Maturity Date be redeemed in cash together
with any accrued and unpaid interest. In
addition, the Extraction Loan Notes shall
be redeemed in the event of default by the
Company, which default shall be in the event
that the Company suffers an insolvency event.
Conversion The Extraction Loan Notes are convertible,
in whole or in part on written notice by
Extraction to the Company at any time from
11 November 2023 up to and including the
Maturity Date on 20 business days written
notice from Extraction to the Company ("Extraction
Conversion Notice").
Conversion Price GBP0.008.
Default In the event of an event of insolvency in
respect of the Company.
Anti-dilution Customary provisions apply.
Transfer Fully transferrable.
The Company has in place sufficient authorities pursuant to
Resolutions 5 and 6 passed at the 2022 AGM to issue the maximum
number of Extraction Conversion Shares (being 170,000,000
Extraction Conversion Shares), which may be required to be issued
on conversion of the First Tranche Extraction Loan Notes, including
interest over three years.
By way of Resolutions 2 and 3, the Board is asking the
Shareholders to approve the issue of the remaining
GBP9,000,000 Extraction Loan Notes, which may require, in the
event that they are all converted at Maturity together with the
maximum potential period of accrued interest, the issue of a
further 1,531,000,000 Extraction Conversion Shares on a
non-pre-emptive basis. The Company considers the practical
likelihood of this maximum figure being actually reached to be
low.
4 GENERAL MEETING
Arrangements for the General Meeting
The notice convening the General Meeting of the Company, to be
held at 11:00 am on Friday, 8 December 2023 at 3 Waterhouse Square,
We Work, Room 4A, 138-142 Holborn, London EC1N 2SW is set out in
Part II of this document.
Shareholders are strongly encouraged to complete and return
their Form of Proxy in accordance with paragraph 5 below.
RESOLUTIONS
At the General Meeting, the following resolutions will be
proposed:
Resolution 1 - Approval of the Mambare Sale
If Resolution 1 is passed, the Company will be able to put in to
effect the provisions of the IBM Binding Offer Letter and proceed
with the Mambare Sale.
If Resolution 1 is not passed, the conditions set out in the IBM
Binding Offer Letter will not have been satisfied and the Mambare
Sale will not take place.
Resolution 1 is being proposed as an ordinary resolution and
will therefore require more than 50 per cent. of the votes cast by
Shareholders to be in favour of the resolution.
The passing of Resolution 1 will enable the sale of the
Company's 41% interest in the Mambare Project to IBM, or, in the
event that Battery Metals exercises the BM Pre-emption Rights,
Battery Metals.
The conclusion of the Mambare Sale will provide working capital
in the form of cash into the business, which will in part fund
ongoing operations in Angola, and gives the Group the option to
acquire shares in IBM, giving longer term exposure to the Mambare
Project's future development and upside.
Resolution 2 - General authority to allot Extraction Conversion
Shares
Resolution 2 grants the Directors general authority to issue and
allot up to 1,531,000,000 Extraction Conversion Shares.
Resolution 2 is being proposed as an ordinary resolution and
will therefore require more than 50 per cent. of the votes cast by
Shareholders to be in favour of the resolution.
This authority, if granted by Shareholders, will expire on 11
October 2026. Resolution 2, if it becomes unconditional, will in
addition to any subsisting authorities to allot equity securities,
which were granted at the 2022 AGM, and will be used only in
connection with the issue and allotment of Extraction Conversion
Shares.
Resolution 3 - Authority to allot the Extraction Conversion
Shares on a non-pre-emptive basis
The Directors require the authority of Shareholders in order to
allot the Extraction Conversion Shares on a non-pre-emptive basis.
Resolution 3, if passed, will give such authority. It is
conditional on the passing of Resolution 2.
Resolution 3 is being proposed as a special resolution and will
therefore require a majority of not less than 75 per cent. of votes
cast by Shareholders to be in favour of the resolution.
This authority, if granted by Shareholders, will expire on 11
October 2026. Resolution 3, if it becomes unconditional, will in
addition to any subsisting authorities to allot equity securities,
which were granted at the 2022 AGM, and will be used only in
connection with the issue and allotment of Extraction Conversion
Shares.
The approval of Resolutions 2 and 3 will provide the Group with
a cost-effective source of capital to support its current phase of
growth as well as to provide funding for its ongoing oil and gas
development operations in Angola.
Resolution 4 - General authority to issue and allot options to
directors, employees and consultants
Resolution 4 grants the Directors the authority, pursuant to
section 551 of the 2006 Act, to grant options to certain directors,
employees, officers and contractors of the Company, provided that
the total number of such options and/or bonus shares granted does
not exceed an aggregate nominal amount of GBP31,491 (being
314,905,800 Ordinary Shares, representing approximately 20% of
Ordinary Shares in issue in the Company as at the Last Practicable
Date).
Resolution 4 is being proposed as an ordinary resolution and
will therefore require more than 50 per cent. of the votes cast by
Shareholders to be in favour of the resolution.
This authority will expire on the earlier of 31 December 2024
and the Annual General Meeting of the Company to be held in 2024
and is in addition to the authority granted, pursuant to resolution
5 passed at the 2022 AGM.
The Board believes that the 20% level is an appropriate level of
options authority, given the Company's planned compensation
structure, which is set up in a manner that seeks to minimise
ongoing overhead costs and more fully align senior executives and
directors with shareholders. In many cases, this may mean that
individuals have agreed to accept options in lieu of significant
cash benefits they would otherwise command for their experience and
services at standard market rates.
Resolution 5 - Authority to issue and allot options to
management and consultants on a non-pre-emptive basis
Resolution 5 grants the Directors the authority to grant options
and issue and allot bonus shares to certain directors, employees,
officers and contractors of the Company on a non-pre-emptive basis,
provided that the total number of such options and/or bonus shares
granted does not exceed an aggregate nominal amount of GBP31,491
(being 314,905,800 Ordinary Shares, representing approximately 20%
of Ordinary Shares in issue in the Company as at the Last
Practicable Date).
Resolution 5 is being proposed as a special resolution and will
therefore require a majority of not less than 75 per cent. of votes
cast by Shareholders to be in favour of the resolution. It is
conditional on the passing of Resolution 4.
This authority will expire on the earlier of 31 December 2024
and the Annual General Meeting of the Company to be held in 2024
and is in addition to the authority granted, pursuant to
resolutions 5 and 6 passed at the 2022 AGM.
The Board believes that the 20% level is an appropriate level of
options authority given the Company's planned compensation
structure, which is set up in a manner that seeks to minimize
ongoing overhead costs and more fully align senior executives and
directors with shareholders. In many cases, this may mean that
individuals have agreed to accept options in lieu of significant
cash benefits they would otherwise command for their experience and
services at standard market rates.
Resolution 6 - General authority to issue and allot bonus shares
to management and consultants
Resolution 6 grants the Directors the authority pursuant to
section 551 of the 2006 Act to issue and allot bonus shares to
certain directors, employees, officers and contractors of the
Company, provided that the total number of such options and/or
bonus shares granted does not exceed an aggregate nominal amount of
GBP7,873 (being 78,726,449 Ordinary Shares, representing
approximately 5% of Ordinary Shares in issue in the Company as at
the Last Practicable Date).
Resolution 6 is being proposed as an ordinary resolution and
will therefore require more than 50 per cent. of the votes cast by
Shareholders to be in favour of the resolution.
This authority will expire on the earlier of 31 December 2024
and the Annual General Meeting of the Company to be held in 2024
and is in addition to the authority granted, pursuant to
resolutions 5 and 6 passed at the 2022 AGM.
Resolution 7 - Authority to issue and allot bonus shares to
management and consultants on a non-pre-emptive basis
Resolution 7 grants the Directors the authority to issue and
allot bonus shares to certain directors, employees, officers and
contractors of the Company on a non pre-emptive basis, provided
that the total number of such options and/or bonus shares granted
does not exceed an aggregate nominal amount of GBP7,873 (being
78,726,449 Ordinary Shares, representing approximately 5% of
Ordinary Shares in issue in the Company as at the Last Practicable
Date).
Resolution 7 is being proposed as a special resolution and will
therefore require a majority of not less than 75 per cent. of votes
cast by Shareholders to be in favour of the resolution. It is
conditional on the passing of Resolution 6.
This authority will expire on the earlier of 31 December 2024
and the Annual General Meeting of the Company to be held in 2024
and is in addition to the authority granted, pursuant to
resolutions 5 and 6 passed at the 2022 AGM.
Further information regarding the resolutions
Resolutions 4 - 7 are being sought to enable the Company to
issue options and shares in the Company to certain personnel in
lieu of fixed salaries, in order to more fully align incentive
structures, to maintain low overhead costs and to allow allocation
of Company resources to the development of its assets. For the
avoidance of doubt, if resolutions 4 to 7 inclusive are all passed
by Shareholders, 393,632,249 Ordinary Shares, representing
approximately 25% of Ordinary Shares in issue in the Company as at
the Last Practicable Date, Directors will have authority to issue
and allot, on a non-pre-emptive basis, a total of 393,632,249 new
ordinary shares in the form of employee options and bonus
shares.
General Meeting queries
Shareholders who have queries about the General Meeting or about
completion of the Form of Proxy should contact the Registrar at
Share Registrars Limited at 3 The Millennium Centre, Farnham,
Surrey GU9 7XX, or on telephone +44 (0) 1252 821390. Please note
that the Registrar cannot provide any financial, legal or tax
advice.
5 ACTION TO BE TAKEN IN RESPECT OF THE GENERAL MEETING
Appointment of proxies
Whether or not you propose to attend the General Meeting, you
are strongly encouraged to register a proxy vote by completing,
signing and returning the Form of Proxy as soon as possible. The
use of a proxy will enable your vote to be counted at the General
Meeting in the event of your absence. The completion and return of
the Form of Proxy will not prevent you from attending and voting at
the General Meeting, or any adjournment of the General Meeting, in
person should you wish to do so.
Appointment of proxy using hard copy proxy form
The notes to the Form of Proxy explain how to direct your proxy,
how to vote on each resolution or withhold their vote.
To appoint a proxy, using the Form of Proxy, the form must
be:
-- completed and signed;
-- sent or delivered to Share Registrars Limited at 3 The
Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX; and
-- received by Share Registrars Limited no later than 48 hours
(excluding non-business days) prior to the GM.
In the case of a member, which is a company, the Form of Proxy
must be executed under its common seal or signed on its behalf by
an officer of the company or an attorney for the company.
Any power of attorney or any other authority, under which the
Form of Proxy is signed (or a duly certified copy of such power or
authority), must be included with the Form of Proxy.
Appointment of proxy using the online voting system
You may submit your proxy vote electronically by visiting
www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and
then following the on-screen instructions. To be valid, your proxy
appointment and instructions should reach Share Registrars by no
later than 11:00 am on 6 December 2023.
CREST
CREST members, who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service, may do so for the
General Meeting and any adjournment(s) thereof, by using the
procedures described in the CREST Manual.
CREST Personal Members or other CREST sponsored members, and
those CREST members, who have appointed a voting service
provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on
their behalf.
In order for a proxy appointment or instruction made, using the
CREST service to be valid, the appropriate CREST message (a "CREST
Proxy Instruction") must be properly authenticated in accordance
with Euroclear UK & International Limited's specifications and
must contain the information required for such instructions, as
described in the CREST Manual (available via
euroclear.com/CREST).
The message, regardless of whether it relates to the appointment
of a proxy or to an amendment to the instruction, given to a
previously appointed proxy in order to be valid, must be
transmitted so as to be received by the issuer's agent (ID: 7RA36)
by the latest time(s) for receipt of proxy appointments specified
above. For this purpose, the time of receipt will be taken to be
the time (as determined by the timestamp applied to the message by
the CREST Applications Host) from which the issuer's agent is able
to retrieve the message by enquiry to CREST in the manner
prescribed by CREST. After this time, any change of instructions to
proxies, appointed through CREST, should be communicated to the
appointee through other means.
CREST members and, where applicable, their CREST sponsors or
voting service providers, should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST
for any particular messages. Normal system timings and limitations
will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting service
provider(s), to procure that his or her CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to
ensure that a message is transmitted by means of CREST by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service providers are
referred, in particular, to those sections of the CREST Manual,
concerning practical limitations of the CREST system and
timings.
The Company may treat as invalid a CREST Proxy Instruction in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
6 IRREVOCABLE UNDERTAKINGS
The Company has received irrevocable undertakings to vote in
favour of the Resolutions from certain shareholders (including
Board Directors Antoine Karam and Yan Zhou), who control in
aggregate 812,410,824 Ordinary Shares, representing, as at the Last
Practicable Date 50.79% of the issued share capital of the Company.
In aggregate, Antoine Karam and Yan Zhou directly hold 174,542,341
Ordinary Shares, representing, as at the Last Practicable Date
10.91% of the issued share capital of the Company.
7 RECOMMATIONS REGARDING THE RESOLUTIONS TO BE PROPOSED AT THE GENERAL MEETING
The Board considers all Resolutions to be in the best interests
of the Company and Shareholders taken as a whole. Accordingly, the
Board unanimously recommends that Shareholders vote in favour of
the Resolutions, as the Directors intend to do or procure that
their nominee(s) do in respect of their own beneficial holdings, as
at the Last Practicable Date 11.05% of the issued share capital of
the Company.
Yours sincerely,
Antoine Karam
Executive Chairman
PART II
NOTICE OF GENERAL MEETING
Corcel Plc
(Registered in England and Wales with a Company Number:
05227458)
Notice is hereby given that the General Meeting (GM) of Corcel
Plc (the "Company") will be held at 11:00 am on Friday, 8 December
2023 at 3 Waterhouse Square, We Work, Room 4A, 138-142 Holborn,
London EC1N 2SW for the purposes of considering and, if thought
fit, passing the following Resolutions. Resolutions 1, 2, 4 and 6
to be passed as ordinary resolutions and Resolutions 3, 5 and 7 to
be passed as special resolutions:
Words and phrases that are defined in the circular to
shareholders of which this Notice forms part (the "Circular") shall
have the same meanings in this Notice, including in the resolutions
below.
Resolution 1 - Ordinary Resolution
THAT:
(i) pursuant to Rule 15 of the AIM Rules, the terms of the
Mambare Sale in substantially the same terms as set out in the IBM
Offer Letter, as announced by the Company on 16 October 2023 and as
described in the Circular be approved; and
(ii) the Directors (or a duly appointed committee of the
Directors) be and are authorised to conclude and implement the
Mambare Sale in accordance with the terms of the IBM Offer Letter
and all agreements entered or to be entered into pursuant to or in
connection with the Mambare Sale and to do or procure to be done
all such acts and things on behalf of the Company and each of its
subsidiaries as they may, in their absolute discretion, consider
necessary or desirable to implement and give effect to, or
otherwise in connection with, the Mambare Sale and any matters
incidental to the Mambare Sale, with such amendments,
modifications, variations or revisions thereto as are not of a
material nature
Resolution 2 - Ordinary Resolution
THAT the Directors be and they are hereby generally and
unconditionally authorised, in accordance with section 551 of the
Companies Act 2006 ("2006 Act"), to exercise all powers of the
Company to allot shares in the Company and to grant rights to
subscribe for, or to convert any security into, shares in the
Company up to an aggregate nominal amount of GBP153,100, pursuant
to the Extraction Loan. The authority hereby conferred, unless
previously renewed, revoked or varied by the Company by ordinary
resolution, shall expire at the close of business on 11 October
2026, save that the Company may before such expiry make an offer or
agreement, which would or might require Ordinary Shares to be
issued or granted after such expiry, and the Directors may issue or
grant Ordinary Shares in pursuance of such an offer or agreement as
if the authority conferred by this Resolution had not expired. This
resolution is in addition to all unexercised authorities previously
granted to the Directors, pursuant to Resolutions 5 and 6 passed at
the 2022 AGM.
Resolution 3 - Special Resolution
THAT subject to the passing of Resolution 2, pursuant to and in
accordance with sections 570 and 573 of the 2006 Act, the Directors
be and are generally and unconditionally authorised to allot equity
securities (as defined in section 560(1) of the 2006 Act) wholly
for cash under the authority given by Resolution 2 as if section
561(1) of the 2006 Act did not apply to any such allotment (or
sale), such authority to be limited to an allotment of equity
securities up to an aggregate nominal amount of GBP153,100,
pursuant to the Extraction Loan. The authority hereby conferred,
unless previously renewed, revoked or varied by the Company by
ordinary resolution, shall expire at the close of business on 11
October 2026, save that the Company may before such expiry make an
offer or agreement, which would or might require Ordinary Shares to
be issued or granted after such expiry, and the Directors may issue
or grant Ordinary Shares in pursuance of such an offer or agreement
as if the authority conferred by this Resolution had not expired.
This resolution is in addition to all unexercised authorities
previously granted to the Directors, pursuant to Resolutions 5 and
6 passed at the 2022 AGM.
Resolution 4 - Ordinary Resolution
THAT the Directors be and they are hereby generally and
unconditionally authorised, in accordance with section 551 of the
Companies Act 2006 (the 2006 Act), to exercise all powers of the
Company to allot shares in the Company and to grant rights to
subscribe for, or to convert any security into, shares in the
Company, provided that such authority is limited to an allotment of
equity securities up to an aggregate nominal amount of GBP31,491
(being 314,905,800 Ordinary Shares representing approximately 20%
of Ordinary Shares in issue in the Company as at the Last
Practicable Date), to be utilised for the grant of options to
directors, employees, officers and consultants of the Company. The
authority hereby conferred, unless previously renewed, revoked or
varied by the Company by ordinary resolution, shall expire at the
close of business on 31 December 2024, or if earlier, the date of
the 2024 Annual General Meeting of the Company, save that the
Company may before such expiry make an offer or agreement, which
would or might require securities in the Company to be issued or
granted after such expiry, and the Directors may issue or grant
such securities in pursuance of such an offer or agreement as if
the authority conferred by this Resolution had not expired. This
resolution is in addition to all unexercised authorities previously
granted to the Directors, pursuant to Resolutions 5 and 6 passed at
the 2022 AGM.
Resolution 5 - Special Resolution
THAT subject to the passing of Resolution 4, pursuant to and in
accordance with sections 570 and 573 of the 2006 Act, the Directors
be and are generally and unconditionally authorised to allot equity
securities (as defined in section 560(1) of the 2006 Act) wholly
for cash under the authority given by Resolution 4 as if section
561(1) of the 2006 Act did not apply to any such allotment provided
that such authority is limited to an allotment of equity securities
up to an aggregate nominal amount of GBP31,491 (being 314,905,800
Ordinary Shares representing approximately 20% of Ordinary Shares
in issue in the Company as at the Last Practicable Date), to be
utilised for the grant of options to directors, employees, officers
and consultants of the Company. The authority hereby conferred,
unless previously renewed, revoked or varied by the Company by
ordinary resolution, shall expire at the close of business on 31
December 2024, or if earlier, the date of the 2024 Annual General
Meeting of the Company, save that the Company may before such
expiry make an offer or agreement, which would or might require
securities in the Company to be issued or granted after such
expiry, and the Directors may issue or grant such securities in
pursuance of such an offer or agreement as if the authority
conferred by this Resolution had not expired. This resolution is in
addition to all unexercised authorities previously granted to the
Directors, pursuant to Resolutions 5 and 6 passed at the 2022
AGM.
Resolution 6 - Ordinary Resolution
THAT the Directors be and they are hereby generally and
unconditionally authorised, in accordance with section 551 of the
Companies Act 2006 (the 2006 Act), to exercise all powers of the
Company to allot shares in the Company and to grant rights to
subscribe for, or to convert any security into, shares in the
Company, provided that such authority is limited to an allotment of
equity securities up to an aggregate nominal amount of GBP7,873
(being 78,726,449 Ordinary Shares representing approximately 5% of
Ordinary Shares in issue in the Company as at the Last Practicable
Date), to be utilised for bonus shares to directors, employees,
officers and consultants of the Company. The authority hereby
conferred, unless previously renewed, revoked or varied by the
Company by ordinary resolution, shall expire at the close of
business on 31 December 2024, or if earlier, the date of the 2024
Annual General Meeting of the Company save that the Company may
before such expiry make an offer or agreement, which would or might
require securities in the Company to be issued or granted after
such expiry, and the Directors may issue or grant such securities
in pursuance of such an offer or agreement as if the authority
conferred by this Resolution had not expired. This resolution is in
addition to all unexercised authorities previously granted to the
Directors, pursuant to Resolutions 5 and 6 passed at the 2022
AGM.
Resolution 7 - Special Resolution
THAT subject to the passing of Resolution 6, pursuant to and in
accordance with sections 570 and 573 of the 2006 Act, the Directors
be and are generally and unconditionally authorised to allot equity
securities (as defined in section 560(1) of the 2006 Act) wholly
for cash under the authority given by Resolution 4 as if section
561(1) of the 2006 Act did not apply to any such allotment provided
that such authority is limited to an allotment of equity securities
up to an aggregate nominal amount of GBP7,873 (being 78,726,449
Ordinary Shares representing approximately 5% of Ordinary Shares in
issue in the Company as at the Last Practicable Date), to be
utilised for the grant of bonus shares to directors, employees,
officers and consultants of the Company. The authority hereby
conferred, unless previously renewed, revoked or varied by the
Company by ordinary resolution, shall expire at the close of
business on 31 December 2024, or if earlier, the date of the 2024
Annual General Meeting of the Company save that the Company may
before such expiry make an offer or agreement, which would or might
require securities in the Company to be issued or granted after
such expiry, and the Directors may issue or grant such securities
in pursuance of such an offer or agreement as if the authority
conferred by this Resolution had not expired. This resolution is in
addition to all unexercised authorities previously granted to the
Directors, pursuant to Resolutions 5 and 6 passed at the 2022
AGM.
By order of the Board
AMBA Secretaries Limited
Company Secretary
21 November 2023
Registered Office
Salisbury House
London Wall
London
EC2M 5PS
NOTES:
1 Pursuant to regulation 41 of the Uncertificated Securities
Regulations 2001, the Company specifies that in order to have the
right to attend and vote at the GM (and also for the purpose of
determining how many votes a person entitled to attend and vote may
cast), a person must be entered on the register of members of the
Company no later than 11:00 hrs on the day that is two days before
the time for holding the meeting or any adjournment of it. Changes
to entries on the register of members after this time shall be
disregarded in determining the rights of any person to attend or
vote at the meeting.
2 Only holders of ordinary shares are entitled to attend and vote at this meeting.
A member is entitled to appoint another person as his proxy to
exercise all or any of his rights to attend, to speak and to vote
at the GM. A member may appoint more than one proxy in relation to
the meeting, provided that each proxy is appointed to exercise the
rights attached to a different share or shares held by him. A proxy
need not be a member of the Company.
You can register your vote(s) for the GM either:
-- by logging on to www.shareregistrars.uk.com, clicking on the
"Proxy Vote" button and then following the on-screen
instructions;
-- by post or by hand to Share Registrars Limited, 3 The
Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX using the
proxy form accompanying this notice;
-- in the case of CREST members, by utilising the CREST
electronic proxy appointment service in
accordance with the procedures set out in note 3 below.
In order for a proxy appointment to be valid the proxy must be
received by Share Registrars Limited by 11:00 am on 6 December
2023.
3 Alternatively, if you are a member of CREST, you may register
the appointment of a proxy by using the CREST electronic proxy
appointment service. Further details are contained below.
CREST members, who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service, may do so for the
GM and any adjournment(s) thereof by using the procedures and to
the address, described in the CREST Manual (available via
www.euroclear.com/CREST) (log-in required), subject to the
provisions of the Company's Articles of Association. CREST personal
members or other CREST sponsored members and those CREST members,
who have appointed a voting service provider(s), should refer to
their CREST sponsor or voting service provider(s), who will be able
to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the
CREST service to be valid, the appropriate CREST message (a "CREST
Proxy Instruction") must be properly authenticated in accordance
with Euroclear & International ("Euroclear") specifications and
must contain the information required for such instructions as
described in the CREST Manual. The message, regardless of whether
it constitutes the appointment of a proxy or an amendment to the
instruction given to a previously appointed proxy, must, in order
to be valid, be transmitted so as to be received by the issuer's
agent (ID:7RA36) by the latest time(s) for receipt of proxy
appointments specified in the notice of the GM. For this purpose,
the time of receipt will be taken to be the time (as determined by
the time stamp applied to the message by the CREST Applications
Host) from which the issuer's agent is able to retrieve the message
by enquiry to CREST in the manner prescribed by CREST. After this
time, any change of instructions to proxies, appointed through
CREST, should be communicated to the appointee through other
means.
CREST members and, where applicable, their CREST sponsors or
voting service provider(s) should note that Euroclear does not make
available special procedures in CREST for any particular messages.
Normal system timings and limitations will therefore apply in
relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if the
CREST member is a CREST personal member or sponsored member or has
appointed a voting service provider(s), to procure that his or her
CREST sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a message is transmitted by means
of the CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST sponsors or voting
service provider(s) are referred, in particular, to those sections
of the CREST Manual concerning practical limitations of the CREST
system and timings.
The Company may treat as invalid a CREST Proxy Instruction in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
4 Any corporation, which is a member, can appoint one or more
corporate representatives, who may exercise on its behalf all of
its powers as a member, provided that they do not do so in relation
to the same shares.
5 Any member, attending the GM, has the right to ask questions.
The Company must cause to be answered any such question, relating
to the business being dealt with at the meeting but no such answer
need be given if (a) to do so would interfere unduly with the
preparation for the meeting or involve the disclosure of
confidential information, (b) the answer has already been given on
a website in the form of an answer to a question, or (c) it is
undesirable in the interests of the Company or the good order of
the meeting that the question be answered.
6 As at the Last Practicable Date prior to the publication of
this notice, the Company's issued voting share capital consists of
1,599,528,988 ordinary shares, carrying one vote each. Therefore,
the total number of voting rights in the Company as at that date
are 1,599,528,988.
7 You may not use any electronic address (within the meaning of
section 333(4) of the Companies Act 2006), provided in this Notice
of Meeting (or in any related documents including the proxy form)
to communicate with the Company for any purposes other than those
expressly stated.
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END
NOGBFLLLXFLLFBL
(END) Dow Jones Newswires
November 22, 2023 02:00 ET (07:00 GMT)
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