Approval of Rule 9 waiver and General Meeting
For immediate release 29 July 2013
REABOLD RESOURCES PLC
"Reabold Resources" or the "Company"
Posting of Shareholder Circular
Approval of waiver of obligations under Rule 9 of the City Code on Takeovers and Mergers and
Notice of General Meeting
Reabold Resources announces that it is today posting a circular to Shareholders which includes the Notice of General Meeting of the Company to be held at 10.30 a.m. on 13 August 2013 at the offices of Kerman & Co LLP, 200 Strand, London WC2R 1DJ.
This circular is considered necessary to provide the Shareholders with detailed terms of the Loan Notes (notwithstanding that the Loan Notes were displayed in full at the AGM) and to highlight to the Shareholders that the Loan Notes may be converted into Ordinary Shares at any time rather than at any time after 31 December 2013 as set out in the AGM circular to shareholders dated 17 May 2013.
At the General Meeting, the Independent Shareholders will be asked to again approve a Rule 9 Waiver as approved by the Independent Shareholders at the AGM held 12 June 2013. The Rule 9 Waiver Resolution will be proposed as an ordinary resolution of Independent Shareholders to be taken by a poll.
The Directors are also required to present to the Shareholder the Company's accounts for the year ended 31 December 2012 and the reports of the directors and auditors on those accounts. Accordingly, Resolution 2 at the General Meeting, presents the accounts for ended 31 December 2012 to the Shareholders.
1 The Lender and the Takeover Code
As announced by the Company on 21 December 2012, the Company has entered into the Loan Notesfor a sum up to £260,000 with the Lender. To date, the Company has drawn down the full balance of the Loan Notes in order to fund the CVA and other associated costs, including legal, auditing and advisor fees.
The terms of the Loan Notes are set out in summary at Part II of the circular.
If the Rule 9 Waiver Resolution is not passed, the funds advanced by way of the Loan Notes may require repayment in cash on or after 31 December 2013. Should the Company not have sufficient funds to make the repayment, the Company may need to consider commencing liquidation proceedings, which would result in the Company's suspension of trading on AIM.
If the Loan Notes are converted in full, it would result in the Concert Party being interested in more than 30 per cent. of the Company's voting share capital. As such, the conversion of the Loan Notes is conditional on the approval of the Shareholders of a waiver of Rule 9 of the Takeover Code.
The Takeover Code is issued and administered by the Panel. The Takeover Code applies, inter alia, to all offers for public companies which have their registered office in the UK, Channel Islands and the Isle of Man and which are considered to have their place of central management and control in these jurisdictions. The Company is subject to the Takeover Code. Accordingly, Shareholders are entitled to the protections afforded by the Takeover Code.
Under Rule 9 of the Takeover Code, any person who acquires an interest (as defined in the Takeover Code), whether by a series of transactions over a period of time or not, in shares which, taken together with shares in which he is already interested and in which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required to make a general offer to all of the remaining shareholders in that company to acquire their shares.
Similarly, where any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of a company, but does not hold shares carrying more than 50 per cent. of the voting rights of the company, a general offer will normally be required if any further interest in shares is acquired by any such person.
An offer under Rule 9 must be in cash and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares acquired during the 12 months prior to the announcement of the offer.
The Lender
The Lender was incorporated in the British Virgin Islands on 4 January 2005 as an international business company, with registration number 634230.
The registered office of the Lender is Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands.
The Lender is a private investment vehicle primarily interested in investing in listed and unlisted shares and is not party to any material contracts save for the Loan Notes.
The shareholder of the Lender as at the date of this document is as follows:
Shareholder
Jeremy and Karla Edelman 1 ordinary share of USD1 .00
The directors of the Lender and their functions as at the date of this document are as follows:
Director Function
Jeremy Edelman Chairman
Karla Edelman Director
The business address of the Lender Directors is Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands.
There are no service contracts between the Lender and the Lender Directors.
The Lender is controlled by Jeremy and his wife Karla Edelman by virtue of their joint interest in the one issued ordinary share in the Lender and their board positions.
As a company incorporated in the British Virgin Islands, the Lender is not required to, and therefore has not prepared annual accounts and consequently does not publish financial statements.
Concert Party
As Jeremy Edelman is a director and shareholder of the Lender, he is deemed to be acting in concert with the Lender for the purposes of the Takeover Code. Jeremy Edelman currently holds 20,000,000 ordinary shares in the Company, representing an interest of 29.89 per. cent in the voting capital of the Company
Jeremy Edelman holds Bachelor degrees in Commerce and Law together with a Masters degree in Applied Finance. Mr Edelman is admitted as a solicitor to the Supreme Courts of Western Australia and New South Wales. Mr Edelman subsequently worked for some of the world's leading investment banks, including Bankers Trust and UBS Warburg in debt and acquisition finance. He has held consulting and director positions in listed companies in the UK and Australia, such as Mt Grace Resources NL, with a focus on resource exploration and development, including investment companies established with the specific objective of investing in resources projects. He also has corporate finance experience, having been responsible for co-coordinating a number of companies in making acquisitions in a variety of resource sectors, including oil and gas, uranium, molybdenum, base metals and coal. He has worked in various regions of the world, including the Republic of Kazakhstan, Russia, South Africa and Australia. Mr Edelman served as a Director of Altona Energy Plc (previously known as Altona Resources Plc) until August 4, 2006, Executive Director of Leni Gas & Oil PLC from July 2006 to December 2010 and Director of Braemore Resources Plc until July 27, 2005.
The Waiver
The Panel has agreed, subject to the passing of the Rule 9 Waiver Resolution at the General Meeting on a poll by Independent Shareholders, to waive the obligation of the Concert Party to make a general offer to Shareholders under Rule 9 of the Takeover Code that would otherwise arise as a result of the Loan Note Conversion.
Shareholders should be aware that, on the Loan Note Conversion in full, the Concert Party will in aggregate hold more than 50 per cent. of the Company's Fully Diluted Share Capital. Accordingly, the Lender, together with any persons acting in concert with it, may increase their aggregate interests in the Company without incurring any further obligation under Rule 9 to make a general offer, although individual members of the Concert Party will not be able to increase their percentage interests in shares through or between a Rule 9 threshold without Panel consent.
On the basis of the most recent subscription price paid of 0.25 pence per Ordinary Share, the conversion in full of the Loan Notes would result in the Lender being interested in aggregate in up to 104,000,000 Ordinary Shares, representing up to approximately 60.85 per cent. of the Company's Fully Diluted Share Capital. The Concert Party would be interested in up to 72.55 per cent. of the of the Company voting capital.
Each member of the Concert Party has confirmed to the Company that it is not proposing, following the increase in the Lender's percentage interest in Ordinary Shares as a result of the Loan Note Conversion, to seek any change in the composition of the Board, or any other aspect of the Company's business.
Each member of the Concert Party has also confirmed that it has no intention to change the locations of the Group's respective places of business, or the continued employment of their employees and management, including any material change in conditions of employment, nor will there be any redeployment of the fixed assets of the Group, as a result of the Loan Note Conversion.
2 Action to be taken in respect of the GM
Accompanying the circular will be a Form of Proxy for use by Shareholders at the General Meeting. Whether or not Shareholders intend to be present at the General Meeting, they are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon. To be valid, completed Forms of Proxy must be received by the Registrars, Neville Registrars, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA as soon as possible, but in any event so as to arrive no later than 10.30 a.m. on 9 August 2013, being 48 hours before the time appointed for holding the General Meeting. Completion of a Form of Proxy will not preclude Shareholders from attending the meeting and speaking and voting in person if they so choose.
3 Irrevocable Voting Commitments
The Company has received irrevocable undertakings to vote in favour of the Rule 9 Waiver Resolution from Independent Shareholders representing approximately 59.8 per. cent. of the issued share capital of the Company.
5 Recommendation by the Directors
Jeremy Edelman makes no recommendation with regard to the Loan Note Conversion and the Rule 9 Waiver Resolution as, in accordance with the provisions of the Takeover Code, Mr Edelman is considered to have a conflict of interest with regards to the outcome of the Rule 9 Waiver Resolution.
The Independent Director, who has been so advised by Beaumont Cornish, considers the Loan Note Conversion and Rule 9 Waiver Resolution set out in the Notice of GM as fair and reasonable, in the best interests of the Company and Independent Shareholders as a whole and recommends that the Independent Shareholders vote in favour of the Rule 9 Waiver Resolution. In providing its advice, Beaumont Cornish has taken account of the Independent Director's commercial assessments.
A copy of the circular will be available on the Company's website at www.reabold.com
For further information please contact:
Reabold Resources plc
Jeremy Edelman +44 (0) 7460 2353
Antony Samaha
Beaumont Cornish Limited
Roland Cornish +44 (0) 7628 3396
Felicity Geidt
DEFINITIONS
The following definitions apply throughout this announcement, unless the context otherwise requires:
|
"Act" |
the Companies Act 2006; |
|
"AIM" |
the market of that name, operated by the London Stock Exchange; |
|
"AIM Rules" |
the AIM Rules for Companies published by the London Stock Exchange; |
|
"AGM" |
the annual general of the meeting of the Company held 12 June 2013; |
|
"Beaumont Cornish" |
Beaumont Cornish Limited, the Company's nominated advisor, authorised and regulated by the Financial Conduct Authority; |
|
"Board" or "Director(s)" |
the directors of the Company as at the date of this document, whose names appear in paragraph 2 of Part III of this document; |
|
"Change of Control Event" |
means a person or group of persons acting in concert (the "Bidder") making an offer for 50% or more of the issued Ordinary Shares of the Company and such offer being declared unconditional or the Bidder otherwise acquiring more than or controlling the voting rights attached to 50% or more of the issued Ordinary Shares of the Company; |
|
"Company" or "Reabold" |
Reabold Resources Plc; |
|
"Concert Party" |
Jeremy Edelman and the Lender; |
|
"CVA" |
the company voluntary arrangement agreed by the Company and its creditors, details of which were circulated to Shareholders in a circular dated 3 December 2013 and approved on 19 December 2012; |
|
"Form of Proxy" |
the form of proxy for use in connection with the General Meeting accompanying this document; |
|
"Fully Diluted Share Capital" |
the issued share capital comprising the Issued Share Capital and the Lender Shares to be issued on the conversion in full of the Loan Notes; |
|
"General Meeting" or "GM" |
a general meeting of the Company to be held at the offices of Kerman & Co LLP at 10.30 a.m. on 13 August 2013, notice of which is set at the end of this document; |
|
"Group" |
the Company and its subsidiaries at the date of this document; |
|
"Independent Director" |
Anthony Samaha; |
|
"Independent Shareholders" |
the Shareholders other than Jeremy Edelman, Chairman of the Company; |
|
"Issued Share Capital" |
the 66,915,896 Ordinary Shares in issue as at the date of this document; |
|
"Lender" |
Saltwind Enterprises Limited, a company connected with Jeremy Edelman; |
|
"Lender Shares" |
the Ordinary Shares to be issued to the Lender on the Loan Note Conversion; |
|
"Loan Note Conversion" |
the conversion of the Loan Notes to Ordinary Shares with the conversion price being the last placing price paid per Ordinary Share; |
|
"Loan Notes" |
the £260,000 of convertible loan notes, further details of which are set out in Part II of this document; |
|
"Notice of GM" |
the notice convening the GM to be held for the purpose of considering and, if thought fit, passing the resolutions set out at the end of this document; |
|
"Noteholders" |
means the several persons for the time being entered in the noteholder register of as the holders of the Loan Notes and includes their personal representatives; |
|
"Ordinary Shares" |
the ordinary shares of 0.1 pence each in the share capital of the Company in issue at the date of this document; |
|
"Panel" |
the Panel on Takeovers and Mergers; |
|
"Resolutions" |
the resolutions set out in the Notice of GM; |
|
"Rule 9 Waiver" |
the waiver by the Panel of the obligations of Rule 9 of the Takeover Code that would otherwise be incurred by the Lender; |
|
"Rule 9 Waiver Resolution" |
the resolution set out in the Notice of GM approving the Rule 9 Waiver; |
|
"Shareholders" |
a holder(s) of Ordinary Shares; and |
|
"Takeover Code" or "Code" |
the City Code on Takeovers and Mergers. |
1
This information is provided by RNS
Latest directors dealings
- 1 hour ago Galliford Try
- 1 hour ago Galliford Try
- 1 hour ago Centrica
- 1 hour ago Smith & Nephew
- 2 hours ago Greencoat UK Wind