TIDMTYM
RNS Number : 8746W
Tertiary Minerals PLC
24 August 2020
24 August 2020
Tertiary Minerals plc ("Tertiary" or "the Company")
Buy-back and cancellation of Deferred Shares
Director Dealing, Issue of Equity and Total Voting Rights
Notice of General Meeting
Tertiary Minerals plc, the AIM traded company building a
multi-commodity project portfolio announces that it is proposing a
buy-back and cancellation of the Company's issued deferred shares
(the "Deferred Shares"). A circular and notice of general meeting
in relation to a proposed buy-back and cancellation of the Deferred
Shares have been posted to shareholders (the "Circular" and the
"Notice").
The Company currently has 267,076,933 Deferred Shares which were
issued in 2017 following a share capital reorganisation. The
Deferred Shares are not admitted to trading on AIM (unlike the
Company's ordinary shares of 0.01p each (the "Ordinary Shares"))
and are economically valueless. The Company is proposing to
simplify its balance sheet by buying back and cancelling the
Deferred Shares in accordance with the Company's Articles of
Association for an aggregate consideration of GBP1.00.
Issue of Equity and Total Voting Rights
Under the Companies Act 2006, a share buy-back by a public
company (such as Tertiary) can only be financed through
distributable reserves or the proceeds of a fresh issue of shares
made for that purpose.
The Company currently has no distributable reserves to finance
the buy-back of the Deferred Shares and, therefore, this will be
financed by a fresh issue of new Ordinary Shares. The Directors
have therefore resolved to issue 1,000 new Ordinary Shares ("the
New Shares") to the Chairman, Patrick Cheetham, at a price of 0.25
pence per New Share. Part of the proceeds of the issue of the New
Shares will be used to fund the purchase of the Deferred Shares for
an aggregate consideration of GBP1.00. The Board considers this to
be the best way of funding the buy-back of the Deferred Shares
given the Company currently has no distributable reserves.
Following this share issue, Patrick Cheetham will have an
interest in 12,613,113 shares in the Company which represents 1.52
per cent. of the issued share capital and total voting rights of
the Company.
The Company has applied for admission to trading of the New
Shares on the AIM Market of the London Stock Exchange
("Admission"). It is anticipated that Admission will occur at
8:00a.m. on or around 26 August 2020.
Following Admission, the total issued share capital of the
Company will comprise 831,647,037 Ordinary Shares with one voting
right per share. The Company does not hold any shares in treasury.
Therefore, the total number of Ordinary Shares and voting rights in
the Company will be 831,647,037. The above figure may be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
General Meeting ("GM") Arrangements
The GM will be held at 11.00am on Thursday 10 September
2020.
The Board continues to monitor the Government advice in relation
to the COVID-19 situation and public gatherings. The Board believes
that all shareholders will wish to comply with these guidelines and
therefore physical attendance in person at the GM will not be
permitted. The Company encourages shareholders to appoint the
Chairman as their proxy with their voting instructions. Forms of
Proxy must be received by no later than 48 hours before the
commencement of the meeting and can be submitted electronically at
www.signalshares.com.
The Company will continue to monitor the situation and if
Government advice dictates that further changes to the arrangements
for the GM are necessary, details will be published on the website
and via a Regulatory Information Service.
The Board considers the buy-back and cancellation of Deferred
Shares to be in the best interests of Shareholders and the Company
as a whole. Accordingly, the Board unanimously recommends that
Shareholders vote in favour of the share capital, as they intend to
do so in respect of their own beneficial holdings of Ordinary
Shares which amount, in aggregate, to 12,706,097 Ordinary Shares
representing approximately 1.53% per cent. of the total issued
share capital of the Company.
For more information please contact:
Tertiary Minerals plc:
Patrick Cheetham, Executive
Chairman +44 (0) 1625 838 679
----------------------
SP Angel Corporate Finance LLP
Nominated Adviser and Broker
Richard Morrison +44 (0) 203 470 0470
----------------------
Caroline Rowe
----------------------
Peterhouse Capital Limited
Joint Broker
Lucy Williams + 44 (0) 207 469 0930
-----------------------
Duncan Vasey
----------------------
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Date
Publication of this Circular Monday 24 August 2020
Latest time and date for receipt of 11.00am, Tuesday 8 September
Forms of Proxy 2020
Latest time and date for receipt of 11.00am, Tuesday 8 September
CREST Proxy Instructions 2020
General Meeting 11.00am, Thursday 10 September
2020
Announcement of the results of the on or around 10 September
General Meeting 2020
Completion of the Buy-Back on or around 10 September
2020
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM.
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: Patrick Cheetham
--------------------------------- ------------------------------------------
2. Reason for the notification
-----------------------------------------------------------------------------
a) Position/status: Executive Chairman
--------------------------------- ------------------------------------------
b) Initial notification/Amendment: Initial notification
--------------------------------- ------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name: Tertiary Minerals
plc
--------------------------------- ------------------------------------------
b) LEI: 213800OT9C6DQN9VO543
--------------------------------- ------------------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-----------------------------------------------------------------------------
a) Description of the financial Ordinary shares of
instrument, type of instrument: 0.01p each
Identification code:
GB0008854563
--------------------------------- ------------------------------------------
b) Nature of the transaction: Issue of new ordinary
shares for share buy-back
--------------------------------- ------------------------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
0.25 pence 1,000
----------
--------------------------------- ------------------------------------------
d) Aggregated information: Single transaction
Aggregated volume: as in 4 c) above Price(s) Volume(s)
Price: 0.25 pence 1,000
----------
--------------------------------- ------------------------------------------
e) Date of the transaction: 24 August 2020
07:00a.m UTC
--------------------------------- ------------------------------------------
f) Place of the transaction: Outside a trading
venue
--------------------------------- ------------------------------------------
, 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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCPPUAARUPUGCG
(END) Dow Jones Newswires
August 24, 2020 02:00 ET (06:00 GMT)
Grafico Azioni Tertiary Minerals (LSE:TYM)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Tertiary Minerals (LSE:TYM)
Storico
Da Apr 2023 a Apr 2024