3Legs Resources plc EGM and posting of Circular to Shareholders (4700W)

TIDM3LEG

RNS Number : 4700W

3Legs Resources plc

07 November 2014

7 November 2014

3Legs Resources plc

3Legs Resources plc ("3Legs" or the "Company") announces details of an Extraordinary General Meeting and the posting of a Circular to Shareholders

3Legs announces that it has today posted a circular (the "Circular") to shareholders convening an extraordinary general meeting of the Company (the "Extraordinary General Meeting") to seek approval for a proposed interim return of capital to shareholders (the "Capital Return") and the adoption of an investing policy for the purposes of Rule 15 of the AIM Rules for Companies (the "AIM Rules").

In its Interim Report published on 30 September 2014, the Company announced its intention, in the absence of a suitable alternative course of action, to return its remaining funds, net of windup costs, to shareholders and to place itself into solvent liquidation. This announcement followed the Company's decision to withdraw from its principal exploration project in Poland's Baltic Basin and to terminate its other exploration activities.

Since publishing its Interim Report, the Company announced on 3 November 2014 the sale of its eastern Baltic Basin concessions to Stena AB for EUR500,000. The Company has also been refunded its share of excess cash calls due from the joint venture vehicle Lane Energy Poland Sp. z o.o., as planned. The Company continues to pursue a claim against ConocoPhillips for the return of its 30 per cent. share of a working capital surplus accumulated in the joint venture vehicle since September 2012. The value of this claim is US$1.64 million net.

On 22 October and 3 November 2014, the Company issued new Ordinary Shares following the exercise of share options. A total of 1,143,388 new Ordinary shares were issued, at an exercise price of US$0.2075 per Ordinary Share, taking the Company's issued share capital to 86,126,729 Ordinary Shares.

As at 5 November 2014, the Company held cash resources of approximately GBP17.5 million. The Company estimates the costs of the disposal and/or winding up of its remaining subsidiaries (including staff redundancy costs) at approximately GBP0.6 million. Allowing a further GBP0.9 million for contingencies, the Company now proposes to make an interim return of capital of approximately GBP15.9 million (subject to the Board being satisfied as to the Company's solvency position immediately following the Extraordinary General Meeting and the making of the Capital Return) equivalent to 18.5 pence per Ordinary Share, as further described in the Circular. In order to be entitled to receive a payment under the Capital Return, a shareholder must be registered on the register of members of the Company at 6.00 p.m. on 25 November 2014 (a "Qualifying Shareholder"). Capital Return payments are intended to be made to Qualifying Shareholders on 2 December 2014. Following completion of the Capital Return and in the absence of a suitable alternative course of action, the Company intends to put itself into a members' voluntary liquidation as soon as possible, and in any event by 31 March 2015, to be followed by a final distribution to be made at the conclusion of the liquidation.

As a result of the transactions referred to above, the Company is now deemed an 'investing company' under Rule 15 of the AIM Rules. Consequently, the Company is required to publish an investing policy (as defined in the AIM Rules) and to obtain shareholder consent for that policy. The Company's proposed Investing Policy (the "Investing Policy") for the purposes of Rule 15 of the AIM Rules is as follows: following the Capital Return, the Company intends to put itself into a members' voluntary liquidation as soon as possible, and in any event by 31 March 2015, to be followed by a final distribution to be made at the conclusion of the liquidation. Following approval of the Investing Policy, the Company will not depart in any material respect from its Investing Policy without seeking approval from its shareholders. The Company would need either to implement, to the satisfaction of the London Stock Exchange, the Investing Policy or to make an acquisition or acquisitions which constitute a reverse takeover under Rule 14 of the AIM Rules, in either case, within 12 months of the Company becoming an investing company, in order to avoid suspension of its Ordinary Shares from trading on AIM.

The adoption by the Company of the Investing Policy and the Capital Return are both subject to the approval of shareholders at the Extraordinary General Meeting. The resolution to approve the adoption of the Investing Policy (being an ordinary resolution) and the resolution to approve the Capital Return (being a special resolution) (together, the "Resolutions") are set out in the notice of Extraordinary General Meeting included in the Circular (the "Notice"). The Extraordinary General Meeting is to be held at The Claremont Hotel, 18-22 Loch Promenade, Douglas, Isle of Man, IM1 2LX at 11.00 a.m. on 25 November 2014.

The Directors of 3Legs consider that the adoption of the Investing Policy and the Capital Return are in the best interests of the Company and the shareholders as a whole. Accordingly, the Directors unanimously recommend all shareholders to vote in favour of the Resolutions at the Extraordinary General Meeting, as the Directors intend to do in respect of their entire beneficial holdings in the Company's shares.

The Circular and Notice are available to view on the Company's website (www.3legsresources.com).

The times and dates referred to above may be subject to change, in which case the Company will give notice of such change by issuing a further announcement.

For further information contact:

 
 3Legs Resources plc                Tel:    +44 1624 811 611 
 Kamlesh Parmar, Chief Executive 
  Officer 
 Alexander Fraser, Chief 
  Financial Officer 
 
 Jefferies Hoare Govett             Tel:    +44 207 029 8000 
 Simon Hardy 
 Graham Hertrich 
 
 Northland Capital Partners         Tel:    +44 207 382 1100 
 Matthew Johnson 
 
 FTI Consulting                     Tel:    +44 203 727 1000 
 Oliver Winters 
 Shannon Brushe

This information is provided by RNS

The company news service from the London Stock Exchange

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