TIDMLND
RNS Number : 9503T
Landore Resources Limited
24 July 2020
24 July 2020
Landore Resources Limited
("Landore Resources" or the "Company")
Proposed Share Capital Consolidation
Landore Resources Limited (AIM:LND), today announces a proposed
share capital consolidation ("Share Consolidation") of the existing
ordinary share capital of the Company ("Ordinary Shares").
The effect of the proposed Share Consolidation will be to reduce
the number of issued ordinary shares of no par value each in the
Company ("Ordinary Shares") by a multiple of 20, which is expected
to increase the trading price of the resulting ordinary share
proportionally.
The Board considers the Share Consolidation to be in the best
interests of the Company and the shareholders in the Company
("Shareholders"), as it believes that the effect of the Share
Consolidation will be to improve the market liquidity of and
trading activity in the Company's shares. The Directors believe
that the existing share capital structure is no longer appropriate,
as the high number of shares in issue combined with the relatively
low price per share is thought to result in excess volatility and
reduced liquidity in the Company's shares. By proceeding with the
Share Consolidation, the Directors anticipate that a higher price
per share will improve the marketability of the Company and could
increase interest from institutional investors in the UK and
overseas which should improve the liquidity of the Company's
shares.
As it is proposed that all existing ordinary shares held in the
Company be consolidated, the proportion of the issued ordinary
share capital of the Company held by each Shareholder immediately
before and after the Capital Reorganisation will remain relatively
unchanged, other than for small changes that may arise from the
rounding for fractional entitlements.
Implementation of the Share Consolidation requires the approval
of Shareholders. This approval is being sought at an Extraordinary
General Meeting of the Company ("EGM"), which is scheduled to be
held at 12.00 p.m. on 20 August 2020 (or as soon as thereafter
following completion of the Annual General Meeting) at La Tonnelle
House, Les Banques, St Sampson, Guernsey, GY1 3HS at which the
resolution necessary to give effect to the Share Consolidation will
be put to Shareholders.
A circular ("Circular") containing the notice of EGM, which
provides details of the Share Consolidation, and form of proxy, is
to be posted to Shareholders on 27 July 2020. The notice of EGM
will also be made available at the Company's website,
www.landore.com
Further details in relation to the Share Consolidation
As at 23 July 2020 (being the latest practicable date prior to
the publication of this announcement), the Company had
1,799,076,699 Ordinary Shares in issue ("Existing Ordinary
Shares"), with each share having a mid-market price at the close of
business on such date (as derived from the Daily Official List) of
1.18 pence per share.
The Share Consolidation will consist of the following steps:
-- the Company intends to issue a single further Ordinary Share
prior to the Record Date, so as to ensure that the total number of
Ordinary Shares in issue immediately prior to completion of the
Share Consolidation is exactly divisible by 20. Subject to the
passing of the relevant resolutions at the EGM, the additional
Ordinary Share will be issued on 20 August 2020 at a subscription
price per Ordinary Share of 1.18 pence (being the closing middle
market price of an Ordinary Share on 23 July 2020, being the latest
practicable date prior to publication of this announcement).
-- the consolidation of every 20 Existing Ordinary Shares of no
par value each into one New Ordinary Share of no par value ("New
Ordinary Shares").
The Share Consolidation is anticipated to become effective at 6
p.m. on 20 August 2020. The New Ordinary Shares arising on
implementation of the Share Consolidation will have the same rights
as the Existing Ordinary Shares, including in respect of voting
rights, entitlement to dividends and other rights. The issued share
capital of the Company immediately following the Share
Consolidation is expected to comprise 89,953,835 New Ordinary
Shares of no par value, which will be equal to the number of
Existing Ordinary Shares immediately prior to the Share
Consolidation divided by 20.
To reflect the Share Consolidation, the Board is proposing to
reduce the number of shares that are subject to outstanding options
("Options") by a multiple of 20 and increase the option exercise
price by the same multiple. This would apply to any new Options
that are issued after the date of this announcement and prior to
the Record Date. Any fractional entitlement to shares will be
rounded down. The overall amount payable by an Optionholder looking
to exercise his Option after the Share Consolidation will remain
the same and the proportion of the issued share capital over which
an Option is subsisting will also remain the same.
Similarly, the 478,222,223 existing warrants exercisable at 1
pence and the 7,142,857 Existing Warrants exercisable at 0.875
pence currently outstanding (together, the "Existing Warrants") at
the date hereof will, upon the Share Consolidation becoming
effective (and assuming no Existing Warrants are exercised prior to
the date), be adjusted to 23,911,111 warrants exercisable at 20
pence and 357,142 warrants exercisable at 17.50 pence respectively.
The terms of the Existing Warrant Instruments ("Warrant
Instruments") provide that, in the event of any consolidation of
the share capital of the Company, the number of Ordinary Shares for
which the outstanding subscription rights pursuant to the Existing
Warrants may be exercised and the exercise price payable on
exercise of an Existing Warrant shall be adjusted so that the
overall amount payable by a warrantholder looking to exercise his
Existing Warrants after the Share Consolidation will remain the
same and the proportion of the issued share capital over which the
Existing Warrants are subsisting will also remain the same. Any
fractional entitlement to shares will be rounded down. Notice of
adjustments to outstanding Existing Warrants will be sent to
individual warrantholders together with a new warrant certificate
as soon as reasonably practicable following the date on which any
such adjustment shall take effect.
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM. Dealings in the Existing Ordinary
Shares will cease at close of business on the date of the EGM and
dealings in the New Ordinary Shares are expected to commence the
following business day.
The ISIN code for the New Ordinary Shares is GG00BMX4VR69 and
the SEDOL number is BMX4VR6.
Expected timetable of principal events
Circular posted to Shareholders 27 July 2020
Latest time and date for receipt of 12 p.m. on 18 August
Forms of Proxy 2020
Additional 1 Ordinary Share issued 20 August 2020
Extraordinary General Meeting 12 p.m. on 20 August
2020 (or as soon as thereafter
following completion
of the Annual General
Meeting)
Record Date and completion of Share 6 p.m. on 20 August 2020
Consolidation
Expected date on which New Ordinary 8.00 a.m. on 21 August
Shares will be admitted to trading on 2020
AIM
Expected date for CREST accounts to 21 August 2020
be credited with New Ordinary Shares
Expected date for dispatch of certificates by 4 September 2020
in respect of those New Ordinary Shares
to be issued in certificated form
Effect of COVID-19 regulations on the Extraordinary General
Meeting
In light of the Guernsey Quarantine Restrictions, the Company
strongly encourages all Shareholders not residing in Guernsey on
the date of this announcement to submit their Form of Proxy,
appointing the Chairman of the Extraordinary General Meeting as
proxy. If the Guernsey Quarantine Requirements continue to apply on
the date of the Extraordinary General Meeting, Shareholders who
have arrived in Guernsey within a period prior to the date of the
Extraordinary General Meeting which is shorter than the quarantine
period specified in the Guernsey Quarantine Restrictions may not be
allowed to attend the Extraordinary General Meeting in person and
anyone who attempts to do so may be refused entry. The situation
regarding COVID-19 is constantly evolving, and the Government of
Guernsey may change current restrictions or implement further
measures relating to the holding of general meetings during the
affected period. Any changes to the Extraordinary General Meeting
(including any change to the location of the Extraordinary General
Meeting) will be communicated to Shareholders before the meeting
through our website at https://www.landore.com/index.php and, where
appropriate, by announcement made by the Company to a Regulatory
Information Service. It is suggested that Shareholders consult
www.covid19.gov.gg for updates closer to the date of the
meeting.
Voting on the resolutions will be by way of a poll rather than a
show of hands. A poll ensures that the votes of Shareholders who
are unable to attend the Extraordinary General Meeting, but who
have appointed proxies, are taken into account in the final voting
results.
Given the current restrictions on attendance in person,
Shareholders are encouraged to appoint the chair of the meeting as
their proxy rather than a named person who will not be permitted to
attend the physical meeting. Shareholders are further asked to
appoint the chair of the meeting as their proxy electronically
where possible.
Should Shareholders wish to ask any questions in relation to the
resolutions, which they may otherwise have asked at the
Extraordinary General Meeting had they been in attendance, they are
encouraged to contact the Company prior to the Extraordinary
General Meeting by email to whumphries@landore.com.
Shareholders will find accompanying the Circular, a Form of
Proxy, for use in connection with the Extraordinary General
Meeting. The Form of Proxy should be completed and returned in
accordance with the instructions thereon so as to be received by
the Company's Registrar Agents, Computershare Investor Services
(Guernsey) Limited, as soon as possible and in any event not later
12pm on 18 August 2020.
Recommendation
The Directors consider that the Share Consolidation is in the
best interests of the Company and Shareholders as a whole.
Accordingly, the Directors unanimously recommend Shareholders to
vote in favour of the resolutions as they will do in respect of
their Ordinary Shares in the Company, which in aggregate total
162,402,911 Ordinary Shares representing approximately 9.03 per
cent. of the Existing Ordinary Shares.
For more information, please contact:
Landore Resources Limited
Bill Humphries, Chief Executive Officer Tel: 07734 681262
Glenn Featherby, Finance Director Tel: 07730420318
Cenkos Securities plc (Nominated Advisor and Broker)
Derrick Lee / Peter Lynch Tel: 0131 220 9771
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCDGGDRSSDDGGX
(END) Dow Jones Newswires
July 24, 2020 02:01 ET (06:01 GMT)
Grafico Azioni Landore Resources (LSE:LND)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Landore Resources (LSE:LND)
Storico
Da Apr 2023 a Apr 2024
