TIDMGLR
RNS Number : 4175D
Galileo Resources PLC
28 January 2015
FOR IMMEDIATE RELEASE
28 January 2015
Galileo Resources Plc
("Galileo" or "the Company")
Proposed Reorganisation of Share Capital
Proposed Reorganisation
The Ordinary Shares have in recent months frequently been
trading on AIM at a price below their nominal value of 5 pence per
share. English company law prohibits the issue of new shares by an
English company at a price below their nominal value and
accordingly the ability of the Company to raise funds by way of the
issue of further equity has been inhibited.
Accordingly the Directors are seeking Shareholders' authority to
implement the Proposed Reorganisation to create a differential
between the nominal value of the Ordinary Shares and their market
price to facilitate future share issues.
To give effect to the Proposed Reorganisation the Articles will
need to be amended to make changes to allow the creation of the
Deferred Shares. These amendments will also require Shareholders'
approval at the General Meeting.
Details of the Proposed Reorganisation and the proposed
amendments to the Articles are set out below.
Share Capital Reorganisation
As at 27 January 2015, being the latest practicable date prior
to the publication of this document, the total issued share capital
of the Company was GBP5,725,136.05 divided into 114,502,721
Existing Ordinary Shares.
It is proposed that in relation to the Company's share capital
to effect the Reorganisation, that:
(a) each of the 114,502,721 Existing Ordinary Shares will be
subdivided into one New Ordinary Share of 0.1 pence and one
Deferred Share of 4.9 pence each.
Ordinary Shares
As a consequence of, and immediately following, the Proposed
Reorganisation becoming effective each Shareholder's holding of New
Ordinary Shares will be the same as the number of Existing Ordinary
Shares held by them on the Record Date. Therefore, each
Shareholder's proportionate interest in the Company's issued
ordinary share capital will, and thus the aggregate value of their
holding should, remain unchanged as a result of the Proposed
Reorganisation.
The New Ordinary Shares will continue to carry the same rights
as attached to the Existing Ordinary Shares. The Deferred Shares
will carry the rights as set out in the Articles and as summarised
below.
The last day of trading on AIM in the Existing Ordinary Shares
is expected to be 13 February 2015.
If approved, following the Proposed Reorganisation becoming
effective taking into account Admission as set out above, and
assuming no shares are issued between 27 January 2015 (being the
latest practicable date prior to the printing of this document) and
the date the Proposed Reorganisation becomes effective (expected to
be 8.30 am 16 February 2015), the Company's issued ordinary share
capital will still comprise 114,502,721 New Ordinary Shares.
If the Proposed Reorganisation is approved, the New Ordinary
Shares will be admitted to trading on AIM.
No new share certificates representing the New Ordinary Shares
will be sent to Shareholders who hold Existing Ordinary Shares in
certificated form. Accordingly, share certificates for the Existing
Ordinary Shares will remain valid, and will only be replaced by
share certificates for New Ordinary Shares when the old share
certificates are surrendered for cancellation following the
transfer, transmission or other disposal of New Ordinary
Shares.
Shareholders who hold their Existing Ordinary Shares in
uncertificated form through CREST should expect to see the security
description updated for the existing ISIN number (GB00B115T142), in
order to reflect their holding in New Ordinary Shares on 16
February 2015.
Deferred Shares
The Deferred Shares created will be effectively valueless as
they will not carry any rights to vote or dividend rights. In
addition, holders of 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 Ordinary Shares have received a
payment of GBP1,000,000 on each such share. The Deferred Shares
will not be traded on AIM or listed and will not be transferable
without the prior written consent of the Board. No share
certificates will be issued in respect of the Deferred Shares, nor
will CREST accounts of shareholders be credited in respect of any
entitlement to Deferred Shares.
Changes to the Articles
In connection with the Proposed Reorganisation the Company also
proposes to amend the Articles to include the rights and
restrictions attaching to the Deferred Shares, as set out
above.
General Meeting
This General Meeting will be held at the offices of Fasken
Martineau LLP, Third Floor, 17 Hanover Square, London, W1S 1HU at
11.30 am on 13 February 2015. Full details of the meeting and the
proposed Resolution that will be put to Shareholders are set out in
the Notice of Meeting attached to the Circular to Shareholders
being posted today.
Recommendation
The Directors unanimously recommend that Shareholders vote in
favour of the proposed Resolution, as they propose to do in respect
of their total holdings of 45,900,000 Ordinary Shares representing
40.08% of the ordinary share capital of the Company.
For further information, please contact:
Galileo Resources PLC
Colin Bird, Chairman & CEO Tel +44 (0)20 7581
4477
Andrew Sarosi, Executive Tel +44 (0) 1752 221937
Director
www.galileoresources.com
Beaumont Cornish Limited Tel +44 (0)20 7628
- Nominated Adviser 3396
Roland Cornish/Felicity
Geidt
Hume Capital - Broker Tel +44 (0)20 7408
Jon Belliss 4090
Tel +44 (0) 20 3693 1470
Daniel Stewart & Co - Joint Tel + 44 (0) 20 7776
Broker 6596
David Coffman/Colin Rowbury
APPENDICES
Appendix 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Date
Latest time and date for receipt 11.30 am 11 February
of Forms of Proxy for the General 2015
Meeting
Time and date of General Meeting 11.30 am 13 February
2015
Latest time and date for dealings 5.00 pm 13 February
on AIM in Existing Ordinary Shares 2015
Record Date for the Proposed 5.00 pm 13 February
Reorganisation 2015
Expected date of Admission of 16 February 2015
New Ordinary Shares
Notes
1 Each of the times and dates in the above timetable is based on
current expectations and is subject to change. If any of the above
times and/or dates change, the revised times and/or dates will be
notified to Shareholders by announcement through a Regulatory
Information Service.
2 All references in this document to times are to London
times.
Appendix 2
DEFINITIONS
In this announcement, the following expressions shall have the
following meanings, unless the context otherwise requires:
"Admission" admission of the New Ordinary
Shares to trading on AIM becoming
effective in accordance with
the AIM Rules;
"Articles " the articles of association of
the Company;
"AIM" the market operated by the London
Stock Exchange;
"AIM Rules" the rules for AIM companies as
issued by the London Stock Exchange,
from time to time;
"General Meeting" the general meeting of the Company
to be held at the offices of
Fasken Martineau LLP, Third floor,
17 Hanover Square, London, W1S
1HU at 11.30 am on Friday 13
February 2015, or any adjournment
thereof
"Board" the board of directors of the
Company;
"Company" Galileo Resources Plc;
"Deferred Shares" the Deferred Shares of 4.9 pence
each arising from the Proposed
Reorganisation;
"Directors" the directors of the Company;
"Existing Ordinary the existing issued ordinary
Shares" shares of 5 pence each in the
capital of the Company;
"Form of Proxy" the form of proxy for use by
holders of Existing Ordinary
Shares accompanying this document
for use in connection with the
General Meeting;
"New Ordinary the proposed new ordinary shares
Shares" of 0.1 pence each in the share
capital of the Company resulting
from the Reorganisation;
"Ordinary Shares" prior to the Reorganisation,
the Existing Ordinary Shares
and, thereafter, the New Ordinary
Shares;
"Proposed Reorganisation" the proposed reorganisation to
be effected by dividing each
Existing Ordinary Share in issue
into one New Ordinary Share and
one Deferred Share;
"Record Date" 5.00 pm on the day of the General
Meeting;
"Resolution" the special resolution to be
proposed at the General Meeting
in order to give effect to the
Proposed Reorganisation;
"Shareholders" the holders of Ordinary Shares
at the Record Date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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