This announcement contains inside information for the purposes
of Article 7 of the UK version of Regulation (EU) No 596/2014 which
is part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended ("MAR"). Upon the publication of this announcement
via a Regulatory Information Service, this inside information is
now considered to be in the public domain.
5 February 2025
Ascent Resources
plc
("Ascent" or the
"Company")
Notice of Record Date,
General Meeting and Circular for Shareholder
Distribution
Ascent Resources Plc (LON: AST), is
pleased to announce that the Record Date for Shareholders to
qualify for a bonus issue of preference shares for ring-fenced
access to an economic interest in 41% of the net proceeds to be
received by the Company in the event of a positive Energy Charter
Treaty claim outcome will be
10 February 2025. The distribution requires
Shareholder approval of a number of ordinary and special
resolutions, which were mailed to Shareholders in a circular last
night (the contents of which are produced below) to convene a
General Meeting will be held at 14:30 on 20 February 2025 A copy of
the Circular will also be available on the Company's website
www.ascentresources.co.uk.
Capitalised terms have the meaning set out in Appendix I to
this announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|
|
2025
|
|
Publication of Circular
|
4
February
|
|
Latest time and date for receipt of
Forms of Proxy in respect of the General Meeting
|
14:30 on
18 February
|
|
Date and time of the General
Meeting
|
14:30 on
20 February
|
|
Ex-entitlement date
Record Date for entitlements under
the Bonus Issue
|
6:00 p.m.
on 7 February
6:00 p.m.
on 10 February
|
|
Despatch of share certificates for
Preference Shares
|
Within 14 days from the date of the General
Meeting
|
Notes:
(a)
Unless otherwise specified, references in this
Document to time are to London time (GMT).
(b)
The times and dates above are indicative
only. If there is any change, revised times and/or dates will
be notified to Shareholders by means of an announcement through a
Regulatory Information Service.
INDICATIVE BONUS ISSUE
STATISTICS
|
|
|
|
Basis of Bonus Issue
|
1 A2
Preference Share for every 1 existing Ordinary Share on the Record
Date
|
|
Issue price per Preference
Share
|
0.005
pence
|
|
Number of Ordinary Shares in issue
as at the date of this Document
|
308,652,323
|
|
Number of Warrants outstanding as at
the date of this Document
|
134,475,364
|
|
Number of Options outstanding as at
the date of this Document
|
8,997,379
|
|
Number of Existing Preference Shares
in issue at the date of this Document to be redesignated as "A1
Preference Shares"
|
208,608,491
|
|
Total number of additional A1
Preference Shares that may be issued in respect of warrants and
options
|
62,705,121
|
|
Number of A2 Preference Shares to be
issued in respect of Ordinary Shares in issue as the date of this
Document
|
308,652,323
|
|
Maximum Number of A2 Preference
Shares which may be issued to RiverFort
|
47,874,699
|
|
Total number of A2 Preference Shares
that may be issued in respect of qualifying Warrants
|
101,762,931
|
|
Total number of A2 Preference Shares
that may be issued in respect of New Options
|
3,285,894
|
|
Total aggregate number of A2
Preference Shares that may be issued
|
461,575,847
|
PART I - LETTER FROM THE
CHIEF EXECUTIVE OFFICER
Dear Shareholder
1.
Introduction
On 23 July 2020 and 5 May 2022, the
Company and its wholly-owned subsidiary, Ascent Slovenia Limited
(together the "Claimants"),
filed notices of dispute in relation to an Energy Charter Treaty
claim ("ECT Claim") against
the Republic of Slovenia in relation to measures taken by the
Republic of Slovenia which have destroyed the value of the
Company's investments in the Slovenian energy sector, and which
have de facto deprived the Company of its right to produce gas in
Slovenia. Further to these notices, the Claimants commenced an
ICSID arbitration against the Republic of Slovenia on 15 August
2022.
On 4 March 2024, the Company carried
out a bonus issue ("Original Bonus
Issue") and adopted new articles of association in order to
distribute an entitlement to the economic interest in 49 per cent
of any net proceeds received after deduction of all legal fees,
costs and expenses relating to the ECT Claim (the "Net Proceeds" as further defined below)
to qualifying existing shareholders in the event of a successful
claim outcome against the Republic of Slovenia by the Claimants.
Following the Original Bonus Issue, the Company currently retains
100% ownership and control of its significant ECT Claim and,
further to the Original Bonus Issue, a 51% economic interest in the
Net Proceeds to be received in the event of a positive claim
outcome.
On 20 December 2024, the Company
announced its intention to conduct a second distribution with
entitlements to up to a further 41% economic interest in the Net
Proceeds to be received in the event of a positive claim outcome.
In order to carry out these proposals, it will be necessary for the
Company to (i) redesignate the Existing Preference Shares as A1
Preference Shares (ii) carry out a New Bonus Issue of new A2
Preference Shares and (iii) to adopt new articles of association
setting out the rights attaching to the A1 Preference Shares (the
rights of which will not be altered) and the A2 Preference Shares.
These matters will require the approval of the Company's
shareholders in a General Meeting.
I am now writing to you with details
of the General Meeting of the Company to be held at 8th Floor, The
Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at 2:30p.m.
on Thursday, 20 February 2025. The formal Notice of the General
Meeting is set out at Part II of this Document.
This Document provides shareholders
with the background to and the reasons for the proposed New Bonus
Issue and adoption of the New Articles (the "Proposals"), explains the consequences
of the Proposals, and sets out why the Directors unanimously
consider the Proposals to be in the best interest of the Company
and its shareholders as a whole.
2.
Background to, and reasons for, the Proposals
Since the Original Bonus Issue was
completed on 4 March 2024, the Company has embarked upon a series
of shaping moves in order to diversify its business as a result of
the difficulties faced in Slovenia regarding the assets held there
and which culminated in the ECT Claim. In particular, the Company
has made the following investments:
· an
investment into a private US holding company, GNG Partners LLC,
that has acquired a natural gas processing plant with helium
purification and liquefier in Utah, USA;
· entered into a strategic collaboration agreement with Delta
Energy Corp SARL pursuant to which a new joint venture special
purpose company which will focus on new business development
opportunities in world class proven hydrocarbon basins has been
established; and
· acquired a 49% interest in American Helium LLC's Utah and
Colorado upstream acreage which includes direct interests in a
proportionate share of 119,000 acres of helium rich oil and gas
licenses across the two states.
As a result of the continued
expansion of the Company into new ventures, the Company has
determined that it would be in the best interests of existing
shareholders to ringfence a further portion of the Net Proceeds
which may be realised as a result of the ECT Claim.
This decision to pursue a further ringfencing of
litigation proceeds comes after much dialogue by the Board with
existing shareholders and is considered to be in the best interests
of all existing shareholders. The intention of this potential
distribution is to give qualifying shareholders the opportunity of
having ring-fenced access to a larger portion of the net proceeds
of the ECT Claim in the event of a successful outcome, which is not
exposed to further changes in the capital structure of the Company,
and without any impact on the title or control over the ECT Claim
itself. It should be cautioned that in the event the Company is
successful in its claim, any amount actually received by the
Company may be significantly lower than the full claim.
The Directors have sought to
consider the most efficient ways in which the Company can carry out
these actions and took tax and legal advice prior to implementing
the Original Bonus Issue. The Company is pleased to confirm that
the following steps will be taken in order to ringfence a further
41 per cent economic interest in the Net Proceeds for the benefit
of existing shareholders as of the Record Date:
Redesignation of Existing
Preference Shares as A1 Preference Shares
As the Company is issuing a second
tranche of Preference Shares pursuant to the Proposals, the Company
intends to redesignate the Existing Preference Shares as "A1
Preference Shares". The Redesignation will not result in any
alteration to the terms of the Existing Preference Shares and they
will rank equally with the new A2 Preference Shares to be issued
pursuant to the Proposals.
Bonus Issue of new A2
Preference Shares
The Company intends to carry out the
New Bonus Issue, pursuant to which every shareholder of the Company
as at the Record Date will receive one A2 Preference Share issued
fully paid up. The nominal value of the A2 Preference Shares shall
be paid up by the Company capitalising £15,375.16325 standing to
the credit of the Company's share premium account.
The A2 Preference Shares shall
entitle the holders thereof to receive, subject to the Act, a
preferential dividend equal to the A2 Preference Amount (being, in
aggregate, an amount equal to 41% of the Net Proceeds) following
the Preference Amount Determination Date. The obligation to pay the
A2 Preference Amount on the A2 Preference Shares will only arise to
the extent that the Total Preference Amount is received by the
Company.
Shareholders might recall that in
connection with the Original Bonus Issue, the Company incorporated
a new 100 per cent owned subsidiary company as a special purpose
vehicle named Ascent Claim Entitlement SPV Ltd (the "SPV") whereby the Claimants entered
into a deed of assignment with the SPV pursuant to which the
Claimants assigned to the SPV a 49 per cent. economic interest in
the Net Proceeds. Pursuant to the proposed assignment, the SPV
issued ordinary shares to the Company (being an equal number of
shares as the Existing Preference Shares) ("SPV Shares") and the SPV Shares held by
the Company may be transferred to qualifying shareholders in
satisfaction of the Preference Amount payable in respect of the
Existing Preference Shares. With this New Bonus Issue, the Company
has determined that it will not establish another special purpose
vehicle in order to replicate the structure applicable to the
Existing Preference Shares in this respect. Instead, qualifying
shareholders will simply receive A2 Preference Shares as stated
above. The SPV structure will remain in place in respect of the A1
Preference Shares.
Adoption of New Articles
(containing the terms applicable to the new A2 Preference
Shares)
In order to issue the A2 Preference
Shares, the Company will adopt new articles of association (the
"New Articles") setting out
the terms applicable to the A2 Preference Shares, which will rank
equally with the A1 Preference Shares and any other sub-classes of
Preference Shares issued from time to time. As explained above, the
A2 Preference Shares will entitle the holders thereof to receive,
subject to the Act, a preferential dividend equal to the A2
Preference Amount following the Preference Amount Determination
Date.
The A2 Preference Shares do not
confer on the holders thereof any voting rights and, following the
payment of the A2 Preference Amount, the new A2 Preference Shares
shall not entitle the holders thereof to any further economic or
claim ownership rights. The A2 Preference Shares also do not give
any title nor control over the ECT Claim or the conduct of the ECT
Claim proceedings. Following the payment of the A2 Preference
Amount, the Company will be authorised at any time to effect a
transfer of the A2 Preference Shares without reference to the
holders thereof and for no consideration pursuant to and in
accordance with the Act. Accordingly, the new A2 Preference Shares
will, for all practical purposes, be valueless following the
payment of the A2 Preference Amount and it is the Board's
intention, at an appropriate time, to have the A2 Preference Shares
cancelled, whether through an application to the Companies Court or
otherwise in accordance with the Act.
Other than the changes to be made to
the Articles in order to redesignate the Existing Preference Shares
as A1 Preference Shares and to include the rights attaching to the
A2 Preference Shares, no other provisions in the Company's articles
of association are proposed to be altered. The rights attaching to
the Preference Shares (being both the A1 Preference Shares and the
A2 Preference Shares) are set out in Article 4 of the New
Articles.
A copy of the draft New Articles,
setting out the proposed amendments to the existing articles of
association of the Company, is available on the Company's website,
under 'Presentations and Documents' at the following link:
https://www.ascentresources.co.uk/investors.
Following careful consideration, the
Directors believe that it is in the best interests of the Company
and its shareholders to seek to implement the Proposals set out
above. Set out in paragraph 3 below are some general considerations
of the Proposals from a tax perspective. Shareholders are advised
to consult their tax advisers on their tax position in respect of
any A2 Preference Shares and the payment of the A2 Preference
Amount.
Shareholders should note that the A2 Preference Shares will
not be admitted to trading on AIM, or any other exchange.
Accordingly, there will be no liquidity or market for trading the
A2 Preference Shares. Furthermore, any Shareholder acquiring
Ordinary Shares after the Record Date shall have no entitlement to
receive A2 Preference Shares in respect of the Ordinary Shares so
acquired, or otherwise to receive any part of the A2 Preference
Amount after the Preference Amount Determination
Date.
3.
Tax considerations
The following statements, which are
intended as a general guide only, are based on UK tax legislation
and published HM Revenue & Customs practice in force and effect
at the date of this Document. They summarise certain limited
aspects of the UK taxation treatment of acceptance of the Proposals
and they relate only to the position of Shareholders who hold their
Ordinary Shares beneficially as an investment and who are resident
in the UK for taxation purposes. The below comments are intended as
a guide only to the general position on UK taxation of chargeable
gains based on current legislation and practice for certain classes
of UK resident Shareholders and does not relate to persons such as
market makers, brokers, intermediaries and persons connected with
depositary arrangements or clearance services, to whom special
rules apply. If you are in any doubt as to your taxation position
or are resident or domiciled in any jurisdiction other than the UK,
you should consult an appropriate independent professional adviser
immediately.
New Bonus Issue
A bonus share issue is generally
treated as a reorganisation of share capital for UK tax purposes.
Consequently, UK tax resident shareholders should not be treated as
making a disposal / part-disposal of their existing shareholding as
a result of the bonus issue for capital gains purposes. The
foregoing treatment generally applies except in the case of a bonus
issue which precedes, or follows, a repayment of share capital (it
is assumed that, so far as the Company is concerned, no such
repayment of share capital has taken, or will take, place). The
bonus issue should be tax neutral from the Company's perspective
also.
Payment of the A2 Preference
Amount
If the A2 Preference Amount becomes
payable and such amount is satisfied in cash, the Company will be
deemed to have paid a dividend to Shareholders. Shareholders would
be taxed accordingly on receipt of the dividend.
Shareholders who are resident in the
UK for tax purposes would be subject to income tax on the receipt
of such a dividend, subject to their individual circumstances, and
the availability of any reliefs (including the annual tax-free
dividend allowance, which is in the amount of £500 for the tax year
2024-25).
Dividend rates of income tax would
apply to such shareholders' receipt, which range from 8.75 per
cent. to 39.35 per cent. as of the tax year 2024-25, depending on
the shareholder's total taxable income for the tax year
concerned.
4.
Options and Warrants
As at the date of this Document, the
Company has 8,997,379 Options outstanding. To ensure the continued
incentivisation and retention of certain of the Option Holders, who
are the executives who will manage the entirety of the ECT Claim,
those Option Holders will be granted New Options replicating their
current option coverage in Ascent Resources plc. Such Option
Holders will therefore receive such number of New Options as equals
the number of Options that they currently hold (being 3,285,894
Options in aggregate). The exercise price for the New Options will
be the nominal value of the A2 Preference Shares and, upon exercise
of the New Options, the relevant Option Holders will receive one A2
Preference Share for every New Option exercised. These
options will expire two weeks after the outcome of the ECT Claim
becomes known, including the definition of the quantum of the award
if there is an award.
As at the date of this Document, the
Company has 134,475,364 Warrants outstanding. 101,762,931 of the
Company's outstanding Warrants include adjustment event clauses
which are triggered by the proposed New Bonus Issue, and
accordingly these qualifying Warrants will have amended
subscription rights such that if and when they are exercised the
warrant holder will receive one Ordinary Share, one A1 Preference
Share and one A2 Preference Share for every Warrant exercised. No
other term of the qualifying Warrants, including the relevant
exercise price payable on exercise, will be altered by virtue of
the New Bonus Issue.
As was previously the case, at such
time as New Options and/or Warrants are exercised, the SPV shall
issue to the Company an additional number of SPV Shares equal to
the total number of A1 Preference Shares issued pursuant to the
exercise of the New Options and/or qualifying Warrants.
In order for the Company to be able
to issue A2 Preference Shares to holders of New Options and
qualifying Warrants, Resolutions 3 and 5 are proposed to be passed
at the General Meeting in order to grant the Directors authority to
issue A2 Preference Shares pursuant to section 551 of the Act, and
free from statutory pre-emption rights.
5.
Issue of new A2 Preference Shares to RiverFort
On 22 April 2024, the Company
entered into a new financing facility with RiverFort pursuant to
which, in consideration for RiverFort advancing US$1,000,000 to the
Company, the Company granted RiverFort 11,506,098 warrants over
Ordinary Shares. In addition to these new warrants, RiverFort also
held existing warrants over 6,933,333 Ordinary Shares. Pursuant to
the arrangements entered into with RiverFort, it has been agreed
that RiverFort will be issued A2 Preference Shares as and when the
Company carries out the New Bonus Issue. Accordingly, in connection
with the New Bonus Issue, RiverFort will subscribe, on a fully paid
up basis, for 15,927,494 A2 Preference Shares at par value and subject to full
conversion of the outstanding debt obligation and interest could
receive upto a further 31,947,205 A2
Preference Shares (in the event the Loan plus interest is redeemed
in cash these conversion SPV shares will not be
created).
6.
General Meeting
Set out at the end of this document
is a notice convening the General Meeting to be held at 8th Floor,
The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at
2:30p.m. on Thursday, 20 February 2025, at which the following
resolutions will be proposed:
Resolution 1: Redesignation
Resolution 1 is an ordinary
resolution to authorise the Redesignation of the Existing
Preference Shares as A1 Preference Shares.
Resolution 2: Bonus Issue
Resolution 2 is an ordinary
resolution to authorise the New Bonus Issue and the issue and
allotment of A2 Preference Shares to Shareholders.
Resolution 3: Authority to allot
Resolution 3 is an ordinary
resolution to authorise the Directors to issue and allot up to
152,923,524 A2 Preference Shares pursuant to the New Options,
qualifying Warrants currently outstanding, and the A2 Preference
Shares to be issued to RiverFort.
Resolution 4: Directors authority to allot
Shares
Resolution 4 is an ordinary
resolution to enable directors to issue and allot new Ordinary
shares in the Company up to a nominal value of £1,543,261.62.
Resolution 5: Adoption of New Articles
Resolution 5 is a special resolution
to adopt the New Articles as the articles of association of the
Company.
Resolution 6: Disapplication of pre-emption
rights
Resolution 6 is a special resolution
to disapply statutory pre-emption rights to allow the Directors to
issue and allot 308,652,323 A2 Preference Shares pursuant to the
New Options, qualifying Warrants currently outstanding and the A2
Preference Shares to be issued to RiverFort, up to a nominal value
of £23,078,7924.
Resolution 7: Authority to issue shares on a non-pre-emptive
basis
Resolution 7 is a special
resolution to disapply statutory pre-emption rights to allow the
Directors to issue and allot new Ordinary shares up to a nominal
value of £1,543,261.62
7.
Action to be taken
A Form of Proxy for use by
Shareholders at the General Meeting accompanies this document. The
Form of Proxy should be completed and signed in accordance with the
instructions thereon and returned to the Company's registrars,
Computershare Investor Services Plc, The Pavilions, Bridgwater
Road, Bristol BS99 6ZY , as soon as possible, but in any event so
as to be received by no later than 2:30p.m. on Tuesday, 18 February
2025 or, if the General Meeting is adjourned, 48 hours
(excluding any part of a day that is not a working day) before the
time fixed for the adjourned meeting).
Shareholders who hold their shares
through CREST and who wish to appoint a proxy for the General
Meeting or any adjournment(s) thereof may do so by using the CREST
proxy voting service in accordance with the procedures set out in
the CREST manual. CREST personal members or other CREST sponsored
members, and those CREST members who have appointed a voting
service provider, should refer to that CREST sponsor or voting
service provider(s), who will be able to take the appropriate
action on their behalf. Proxies submitted via CREST must be
received by the Registrar by no later than
2:30 p.m. on Tuesday, 18 February 2025.
For the reasons noted above, the
Directors consider the Resolutions to be put to the General Meeting
are in the best interests of the Company and, therefore,
unanimously recommend that Shareholders vote in favour, as they
intend to do so in respect of the Ordinary Shares they are directly
or indirectly interested in, which amount to, in aggregate,
2,690,000 Ordinary Shares, representing 0.87% per cent. of the
current issued share capital of the Company.
Yours sincerely,
Andrew Dennan
Chief Executive Officer
For and on behalf of the
Board of Ascent Resources plc
Enquiries:
|
Ascent Resources plc
Andrew Dennan
|
Via Vigo Communications
|
|
Zeus, Nominated Adviser & Broker
James Joyce / James Bavister /
Gabriella Zwarts
|
0203 829 5000
|
|
Novum Securities, Joint Broker
John Belliss / Colin
Rowbury
|
0207 399 9400
|
Appendix I -
Definitions
The following definitions apply
throughout this Document, unless the context requires otherwise:
|
"A1 Preference Amount"
|
49 per cent. of the Net Proceeds
|
|
"A1
Preference Shares"
|
the irredeemable preference shares
of 0.005 pence each in the capital of the Company issued on 4 March
2024, having the rights set out in the New Articles and which are
entitled to be paid, following the Preference Amount Determination
Date, the A1 Preference Amount
|
|
"A2
Preference Amount"
|
41 per cent. of the Net Proceeds
|
|
"A2
Preference Shares"
|
the irredeemable preference shares
of 0.005 pence each in the capital of the
Company to be issued to the Shareholders as at the Record Date
pursuant to the New Bonus Issue, having the rights set out in the
New Articles and which are entitled to be paid, following the
Preference Amount Determination Date, the A2 Preference
Amount
|
|
"Act"
|
the Companies Act 2006, as
amended
|
|
"AIM"
|
the AIM market operated by the
London Stock Exchange Plc
|
|
"AIM Rules"
|
the AIM rules for Companies as
published and amended by the London Stock Exchange and as amended
from time to time
|
|
"Assigned Net Proceeds"
|
the A1 Preference Amount
|
|
"Business Day"
|
a day (other than a Saturday, Sunday
or public holiday) on which banks are open in London,
England
|
|
"CREST"
|
the computerised settlement system
(as defined in the CREST Regulations), operated by Euroclear, which
facilitates the transfer of title to shares in uncertificated
form
|
|
"CREST Regulations"
|
the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755) as
amended
|
|
"Directors" or the "Board"
|
the directors of the
Company
|
|
"ECT Claim"
|
the Claimants' Energy Charter Treaty
claim against the Republic of Slovenia
|
|
"Euroclear"
|
Euroclear UK & International
Limited, a company incorporated in England and Wales and the
operator of CREST
|
|
"Form of Proxy"
|
the form of proxy for use by the
Shareholders in connection with the General Meeting
|
|
General Meeting
|
the general meeting of Shareholders
to be held at 8th Floor, The Broadgate Tower, 20 Primrose Street,
London, EC2A 2EW at 2.30 p.m. on Thursday, 20 February 2025, notice
of which is set out at Part II of this Document, or any adjournment
of that meeting
|
|
"Group"
|
the Company and its subsidiary
undertakings at the date of this Document
|
|
"London Stock Exchange"
|
London Stock Exchange plc
|
|
"Net Proceeds"
|
all amounts received by the Company
as a consequence of any settlement or final judgment or
determination of the ECT Claim less:
(a) all taxes
payable in connection with any amounts received;
(b) all
disbursements payable in connection with the ECT Claim, whether in
the Republic of Slovenia, the United Kingdom or elsewhere
(including the expenses incurred by Enyo Law in pursuing the ECT
Claim and such as, for example, fees and expenses of the arbitral
tribunal and arbitral institutions, hearing venue costs, travel
expenses, fees of translators, interpreters and transcribers,
printing and courier costs, legal database search fees and other
similar expenses, as well as fees of experts (including in relation
to any report produced or attendance at hearings) and of Slovenian
lawyers);
(c) all third-party
costs incurred in connection with the ECT Claim, including but not
limited to, all fees payable to Enyo Law under the Damages Based
Agreement with it;
(d) all costs, fees
and charges payable in connection with the enforcement and recovery
of any amounts due to the Company as a result of a settlement,
judgment or determination of the ECT Claim;
(e) all amounts
payable to the providers of insurance in relation to the ECT Claim,
including any insurance contingent premium payable out of the
receipt of proceeds in the event of the ECT Claim being successful;
and
(f) any other
amounts that the Company reasonably determines ought to be
considered as a cost or charge incurred or payable in connection
with the ECT Claim
|
|
"New Articles"
|
the new articles of association to
be adopted by the Company pursuant to Resolution 4 set out in the
Notice to be proposed at the General Meeting
|
|
"Ordinary Shares"
|
the ordinary shares of 0.5 pence
each in the capital of the Company
|
|
"Original Bonus Issue"
|
the bonus issue of 208,608,491
Existing Preference Shares to shareholders
which was carried out on 4 March 2024
|
|
"Preference Amount"
|
means the percentage of Net Proceeds
payable to a sub-class of Preference Shares in issue from time to
time as a preferential dividend, being as at the date of adoption
of the New Articles, the A1 Preference Amount and the A2 Preference
Amount
|
|
"Preference Amount Determination Date"
|
the date upon which the Total
Preference Amount is finally determined by the Directors
|
|
"Preference Shares"
|
the A1 Preference Shares, the A2
Preference Shares and any other sub-class
of irredeemable preference shares created in accordance with and,
in each, case having the rights set out in, the New
Articles
|
|
"Proposals"
|
the Redesignation, the Bonus Issue
and the adoption of the New Articles
|
|
"Record Date"
|
the record date for the Bonus Issue,
being 6.00 p.m. on 10 February 2025
|
|
"Redesignation"
|
the redesignation of the Existing
Preference Shares as A1 Preference Shares, having the rights set
out in the New Articles
|
|
"Resolutions"
|
the resolutions set out in the
Notice to be proposed at the General Meeting
|
|
"Shareholders"
|
holders of Ordinary Shares in the
Company as of the Record Date
|
|
"Share Registrar"
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Computershare Investor Services PLC,
The Pavilions, Bridgwater Road, Bristol BS13 8AE
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"uncertificated" or "in uncertificated form"
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recorded on the register of Ordinary
Shares as being held in uncertificated form in CREST, entitlement
to which, by virtue of the CREST Regulations, may be transferred by
means of CREST
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