Notice of General Meeting and Proposed Capital Reorganisation
Notice of General Meeting and Proposed Capital Reorganisation
ECR Minerals plc
ECR MINERALS Plc
(“ECR Minerals”, “ECR”, the “Company” or the “Group”)
NOTICE OF GENERAL MEETING AND PROPOSED CAPITAL REORGANISATION
LONDON: 4 November 2016 - The directors of ECR Minerals Plc (the “Board”) announce that it has posted to shareholders a circular and notice of General Meeting (“Notice”) in relation to a proposed capital reorganisation. The effect of the capital reorganisation, which comprises a consolidation and sub-division of shares ("Capital Reorganisation"), would be to reduce the number of the Company’s ordinary shares in issue to a level more in line with other comparable AIM-traded companies. Copies of the circular and Notice will be available shortly on the Company’s website www.ecrminerals.com.
The proposed Capital Reorganisation will consist of two elements:
- every 200 existing ordinary shares of 0.001 pence each ("Existing Ordinary Shares") will be consolidated into one consolidated share of 0.2 pence ("Consolidated Share") ("Consolidation"); and
- immediately following the Consolidation, each Consolidated Share will then be sub-divided into one new ordinary share of 0.001 pence ("New Ordinary Share") and one new deferred share of 0.199 pence ("New Deferred Share") ("Sub-Division").
The Company's issued ordinary share capital currently consists of approximately 25.8 billion Existing Ordinary Shares. This number of shares in issue is considerably higher than the majority of companies on AIM, and the Board believes that this, combined with the current share price of significantly less than 0.01 pence per Existing Ordinary Share (as at 3 November 2016), affects investor perception of the Company and its share price volatility.
Accordingly, the primary objective of the Capital Reorganisation is to reduce the number of existing ordinary shares to a level which is more in line with other comparable AIM-traded companies with the intention of also creating a higher share price per ordinary share in the capital of the Company. The Directors believe that the Capital Reorganisation should improve the liquidity and marketability of the Company’s ordinary shares. The purpose of the Sub-Division is to retain the nominal value of 0.001 pence each per New Ordinary Share, which is the current nominal value of each of the Existing Ordinary Shares.
As all of the Existing Ordinary Shares are proposed to be consolidated, the proportion of issued ordinary shareholdings in the Company held by each Shareholder immediately before and immediately after the Consolidation will, save for fractional entitlements, remain unchanged.
Further details of the Capital Reorganisation are set out in the circular to shareholders.
The Capital Reorganisation is subject to the approval of shareholders at the General Meeting, which is to be held at 10.00 a.m. on 21 November 2016 at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD. If the resolutions are passed, the Capital Reorganisation will become effective immediately following close of business on that date, and trading in the New Ordinary Shares is expected to begin at 8.00 a.m. 22 November 2016.
The New Ordinary Shares arising upon implementation of the Capital Reorganisation will have the same rights as the Existing Ordinary Shares including voting, dividend and other rights.
The New Deferred Shares will have the same rights as the existing deferred shares of 9.9 pence and 0.099 pence respectively.
In the event that resolutions in respect of the Capital Reorganisation are passed at the General Meeting, it is expected that there will be 129,226,440 New Ordinary Shares in issue following completion of the Capital Reorganisation.
Following the Capital Reorganisation, the Company's new ISIN Code will be GB00BYYDKX57 and its new SEDOL Code will be BYYDKX5.
The expected timetable of principal events is set out below. The dates and times are indicative only and subject to change. Any changes to the indicative timetable information will be notified by a regulatory announcement.
| 2016 | |||
| Latest time and date for receipt of the Forms of Proxy | 10.00 a.m. on 17 November | ||
| General Meeting | 10.00 a.m. on 21 November | ||
| Latest time and date for dealings in Existing Ordinary Shares | 4.30 p.m. on 21 November | ||
| Record time and date for the Consolidation and Sub-Division ("Record Date") | 5.00 p.m. on 21 November | ||
| Admission effective and commencement of dealings in the New Ordinary Shares | 8.00 a.m. on 22 November | ||
| CREST accounts credited with the New Ordinary Shares in uncertificated form | 22 November | ||
| Despatch of definitive certificates for New Ordinary Shares (in certificated form) | On or around 28 November | ||
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Notes: |
| (1) The dates and/or times set out in the timetable above may be subject to change. |
| (2) If any of the above times and/or dates should change, the revised times and/or dates will be notified by an announcement to a regulatory information service. |
| (3) To facilitate the Capital Reorganisation, it is expected that immediately prior to the Record Date, a further 47 new ordinary shares will be issued to ensure that the number of Existing Ordinary Shares is exactly divisible by 200. |
Market Abuse Regulations (EU) No. 596/2014
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (“MAR”). Upon the publication of this announcement via Regulatory Information Service (“RIS”), this inside information is now considered to be in the public domain.
ABOUT ECR
ECR is a mineral exploration and development company. ECR’s wholly owned Australian subsidiary Mercator Gold Australia has acquired 100% ownership of the Avoca and Bailieston gold projects in Victoria, Australia. ECR has earned a 25% interest in the Danglay epithermal gold project, an advanced exploration project located in a prolific gold and copper mining district in the north of the Philippines. An NI43-101 technical report was completed in respect of the Danglay project in December 2015, and is available for download from ECR’s website.
ECR’s wholly owned subsidiary Ochre Mining has a 100% interest in the SLM gold project in La Rioja, Argentina. Exploration at SLM has focused on identifying small tonnage mesothermal gold deposits which may be suitable for relatively near term production.
FOR FURTHER INFORMATION, PLEASE CONTACT:
| ECR Minerals Plc | Tel: +44 (0)20 7929 1010 | ||
| William (Bill) Howell, Non-Executive Chairman | |||
| Craig Brown, Chief Executive Officer | |||
| Christian Dennis, Non-Executive Director | |||
| Email: info@ecrminerals.com | |||
| Website: www.ecrminerals.com | |||
| Cairn Financial Advisers LLP | Tel: +44 (0)20 7 213 0894 | ||
| Nominated Adviser | |||
| Emma Earl / Jo Turner | |||
| Optiva Securities Ltd |
Tel: +44 (0)203 137 1902 |
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| Joint Broker | |||
| Graeme Dickson / Jeremy King | |||
| Vicarage Capital Ltd | Tel: +44 (0)20 3651 2910 | ||
| Broker | |||
| Rupert Williams / Jeremy Woodgate | |||
| Blytheweigh | Tel: +44 (0)20 7138 3204 | ||
| Public Relations | |||
| Tim Blythe / Camilla Horsfall / Nick Elwes |
View source version on businesswire.com: http://www.businesswire.com/news/home/20161104005052/en/
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