Annual Report, AGM and proposed sub-division

RNS Number : 3976G

Stellar Resources PLC

05 June 2013

 



5 June 2013

Stellar Resources PLC

("Stellar Resources" or the "Company")

 Annual Report and Notice of AGM

Proposed sub-division of share capital

The Company announces that the Annual Report and Accounts for the year ended 31 December 2012 together with notice of its Annual General Meeting, to be held on Thursday 27 June 2013 at 11am, have been posted to shareholders today and will shortly be available for download from the Company's website, www.stellar-resources.com.

An extract from the Chairman's letter accompanying the notice of AGM dealing with the proposed sub-division of share capital is set out below.

For further enquiries, please contact:

Stellar Resources PLC
David Lenigas
Don Strang	[phone]
Northland Capital Partners Limited (Nominated Adviser and Broker)
Luke Cairns
Edward Hutton	[phone]
Pelham Bell Pottinger (Investor and Media Relations)
James Macfarlane	[phone]

Extract from the Chairman's letter:

The ordinary shares of the Company are trading on AIM at prices near to, or below, their nominal value of 1p per share. The issue of new shares by a public company at a price below their nominal value is prohibited by English company law. Accordingly, without a capital reorganisation, the Company is currently unable to issue new shares.

The Directors believe that having the ability to issue new shares may be advantageous in the future and accordingly are seeking shareholders' authority to implement a reorganisation of the Company's share capital to facilitate any future share issue.

To give effect to the reorganisation of the Company's share capital, the Articles of the Company will need to be amended to make consequential changes. This amendment will also require shareholders' approval at the Annual General Meeting.

Details of the proposed re-organisation of the Company's ordinary share capital and consequential proposed amendments to the Articles are set out below.

Sub-division of shares

For the reasons stated above, the Board proposes to sub-divide and convert each issued existing ordinary share of 1p each (each an "Existing Ordinary Share") into one new ordinary share of 0.01p each (each a "New Ordinary Share") and one deferred share of 0.99p each (each a "B Deferred Share").

New Ordinary Shares

Immediately following the sub-division and conversion, each shareholder will hold one New Ordinary Share and one B Deferred Share in place of every one Existing Ordinary Share currently held in the share capital of the Company. The rights attaching to the New Ordinary Shares will in all material respects be the same as the rights attaching to the Existing Ordinary Shares and there will be the same number of such shares as there are Existing Ordinary Shares presently in issue. Accordingly, holders of New Ordinary Shares will have the right to participate in dividends and other distributions made by the Company, and to receive notice of, attend and vote at every general meeting of the Company. On liquidation, holders of New Ordinary Shares will continue to be entitled to participate in the assets available for distribution pro-rata to the amount credited as paid up on such shares (excluding any premium).

B Deferred Shares

The B Deferred Shares will not carry voting rights or a right to receive a dividend. The holders of B Deferred Shares will not have the right to receive notice of any general meeting of the Company, nor have any right to attend, speak or vote at any such meeting. The B Deferred Shares will also be incapable of transfer (other than to the Company). In addition, holders of B Deferred Shares will only be entitled to a payment on a return of capital or on a winding up of the Company after each of the holders of New Ordinary Shares has received a payment of £1,000,000 in respect of each New Ordinary Share. Accordingly, the B Deferred Shares will have no economic value. No application will be made for the B Deferred Shares to admitted to trading on AIM.

The Company does not intend to issue new share certificates to the holders of the New Ordinary Shares and B Deferred Shares following the re-organisation of share capital. Existing share certificates will remain valid.

 

END

 

 

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