Result of General Meeting

RNS Number : 8661F

Independent Resources PLC

16 November 2015

 

16 November 2015

Independent Resources plc

("IRG", the "Company" or the "Group")

Result of General Meeting

The Board of IRG (AIM: IRG) is pleased to announce that all resolutions proposed were duly passed at its General Meeting held today.

Defined terms used in this announcement shall have the same meaning as those terms defined and used in the circular of the Company dated 29 October 2015.

At the meeting approval was given by Shareholders' to the Share Capital Reorganisation, whereby each existing share of 1p nominal value was to be sub-divided into one New Ordinary Share of 0.1p nominal value and a Deferred Share of 0.9p nominal value.

The New Ordinary Shares will have the same rights as those currently accruing to the Existing Ordinary Shares in issue under the Articles of Association, including those relating to voting and entitlement to dividends.

After the Share Capital Reorganisation, there will be no change to the number of ordinary shares in issue and there will be 202,591,368 New Ordinary Shares in issue.  Shareholders will not be issued with a new share certificate for New Ordinary Shares and the existing one will remain valid. 

Holders of options and warrants over Existing Ordinary Shares will maintain the same rights as currently accruing to them and will not be issued with new warrant or option certificates.

The Deferred Shares will have no value or voting rights and will not be issued with a share certificate in respect of the Deferred Shares. They will not be listed on AIM.  Accordingly, the Deferred Shares will be effectively worthless.

The Placing remains conditional, amongst other things, upon Admission of the Placing Shares occurring no later than 8.00 a.m. on 30 November 2015 or such later time or date as the parties to the Placing Agreement may determine.

Application has been made to the London Stock Exchange for the New Ordinary Shares created by the Share Capital Reorganisation and the 133,333,333 Placing Shares to be admitted to trading on AIM at  8.00 a.m. on 18 November 2015.  The Placing Shares, when allotted and issued, credited as fully paid, will rank pari passu with the New Ordinary Shares.

Following Admission, the total number of Ordinary Shares in issue will be 335,924,701.  The figure of 335,924,701 may be used by shareholders as the denominator for the calculations by which they will determine if they Are required to notify their interest, or a change to their interest, in the Company under the Disclosure and Transparency Rules.

Under the terms of the Placing, warrants over 133,333,333 New Ordinary Shares have been granted to placees, conditional on Admission, on the basis of one Placing Warrant for each Placing Share.

Each warrant entitles the holder to subscribe for one New Ordinary Share at an exercise price of 1.0p per New Ordinary Share, representing a premium of 66.66 per cent. to the Placing Price and the warrants may be exercised at any time until 18 November 2017.

The Company has also agreed to grant warrants to Brandon Hill over 6,000,000 New Ordinary Shares (representing 5 per cent of those Placing Shares allotted to investors introduced by Brandon Hill).

Each Broker Warrant entitles Brandon Hill to subscribe for one New Ordinary Share at the price of 0.72p per New Ordinary Share, representing a premium of 20 per cent, to the Placing Price. The warrants may be exercised at any time until 18 November 2018.

For more information, please visit www.ir-plc.com or contact:

Greg Coleman		Independent Resources plc	020 3367 1134
Feilim McCole
Mark Taylor		Panmure Gordon (UK) Limited	020 7886 2500
		(Nominated Adviser & Joint Broker)
Oliver Stansfield		Brandon Hill Capital	020 3463 5000
Alex Walker		(Joint Broker & Sole Bookrunner)
Jonathan Evans
Simon Hudson		Tavistock Communications	020 7920 3150

 

END

 

 

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